UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________Commission File Number 1-12604

THE MARCUS CORPORATION(Exact name of registrant as specified in its charter)

Wisconsin 39-1139844(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

100 East Wisconsin Avenue, Suite 1900Milwaukee,Wisconsin

53202-4125(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (414) 905-1000Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which RegisteredCommon stock, $1.00 par value MCS New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer ☐ Accelerated filer ⌧

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant has led a report on and attestation to its management’s assessment of the effectiveness of its internal control over nancialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting rm that prepared or issued its audit report. ☒Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The aggregate market value of the registrant’s common equity held by non-affiliates as of June 25, 2020 was approximately $281,525,428. This value includes all shares of theregistrant’s common stock, except for treasury shares and shares beneficially owned by the registrant’s directors and executive officers listed in Part I below.Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common stock outstanding at March 1, 2021 – 23,512,769Class B common stock outstanding at March 1, 2021 – 7,825,254

Portions of the registrant’s definitive Proxy Statement for its 2021 annual meeting of shareholders, which will be filed with the Commission under Regulation 14A within120 days after the end of our fiscal year, will be incorporated by reference into Part III to the extent indicated therein upon such filing.

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PART I

Special Note Regarding Forward-Looking Statements

Certain matters discussed in this Annual Report on Form 10-K and the accompanying annual report to shareholders,particularly in the Shareholders’ Letter and Management’s Discussion and Analysis, are “forward-looking statements” intended toqualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-lookingstatements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,”“expect” or words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-lookingstatements. Such forward-looking statements are subject to certain risks and uncertainties which may cause results to differ materiallyfrom those expected, including, but not limited to, the following: (1) the adverse effects of the COVID-19 pandemic on our theatre andhotels and resorts businesses, results of operations, liquidity, cash flows, financial condition, access to credit markets and ability toservice our existing and future indebtedness; (2) the duration of the COVID-19 pandemic and related government restrictions and socialdistancing requirements and the level of customer demand following the relaxation of such requirements; (3) the availability, in terms ofboth quantity and audience appeal, of motion pictures for our theatre division (particularly following the COVID-19 pandemic, duringwhich the production of new movie content has essentially ceased and release dates for motion pictures have been postponed), as well asother industry dynamics such as the maintenance of a suitable window between the date such motion pictures are released in theatresand the date they are released to other distribution channels; (4) the effects of adverse economic conditions in our markets, including butnot limited to, those caused by the COVID-19 pandemic; (5) the effects of adverse economic conditions, including but not limited to,those caused by the COVID-19 pandemic, on our ability to obtain financing on reasonable and acceptable terms, if at all; (6) the effectson our occupancy and room rates caused by the COVID-19 pandemic and the effects on our occupancy and room rates of the relativeindustry supply of available rooms at comparable lodging facilities in our markets once hotels and resorts have more fully reopened; (7)the effects of competitive conditions in our markets; (8) our ability to achieve expected benefits and performance from our strategicinitiatives and acquisitions; (9) the effects of increasing depreciation expenses, reduced operating profits during major propertyrenovations, impairment losses, and preopening and start-up costs due to the capital intensive nature of our business; (10) the effects ofweather conditions, particularly during the winter in the Midwest and in our other markets; (11) our ability to identify properties toacquire, develop and/or manage and the continuing availability of funds for such development; (12) the adverse impact on business andconsumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States, other incidents of violence inpublic venues such as hotels and movie theatres or epidemics (such as the COVID-19 pandemic); (13) a disruption in our business andreputational and economic risks associated with civil securities claims brought by shareholders; and (14) our ability to timely andsuccessfully integrate the Movie Tavern operations into our own circuit. These statements are not guarantees of future performance andare subject to risks, uncertainties and other factors, including developments related to the COVID-19 pandemic, some of which arebeyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in theforward-looking statements. Our forward-looking statements are based upon our assumptions, which are based upon currently availableinformation, including assumptions about our ability to manage difficulties associated with or related to the COVID-19 pandemic; theassumption that our theatre closures, hotel closures and restaurant closures are not expected to be permanent or to re-occur; thecontinued availability of our workforce; and the temporary and long-term effects of the COVID-19 pandemic on our business.Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-lookingstatements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements madeherein are made only as of the date of this Form 10-K and we undertake no obligation to publicly update such forward-lookingstatements to reflect subsequent events or circumstances.

Item 1. Business.

General

We are engaged primarily in two business segments: movie theatres and hotels and resorts.

As of December 31, 2020, our theatre operations included 89 movie theatres with 1,097 screens throughout 17 states(Wisconsin, Illinois, Iowa, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Arkansas, Colorado, Georgia, Kentucky, Louisiana,New York, Pennsylvania, Texas and Virginia), including one movie theatre with 6 screens in Wisconsin owned by a third party andmanaged by us. We also operate a family entertainment center, Funset Boulevard, that is adjacent to one of our theatres in Appleton,Wisconsin, and own the Ronnie’s Plaza retail outlet in St. Louis, Missouri, an 84,000 square foot retail center featuring 21 shops andother businesses to which we lease retail space. As of the date of this Annual Report, we are the 4th largest theatre circuit in the UnitedStates.

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As of December 31, 2020, our hotels and resorts operations included eight wholly-owned or majority-owned and operatedhotels and resorts in Wisconsin, Illinois, Nebraska and Oklahoma. We also managed 10 hotels, resorts and other properties for thirdparties in Wisconsin, California, Minnesota, Nevada, Nebraska, Illinois and Texas. As of December 31, 2020, we owned or managedapproximately 5,100 hotel and resort rooms.

Both of these business segments are discussed in detail below. For information regarding the revenues, operating income or loss,assets and certain other financial information of these segments for the last three full fiscal years, please see our Consolidated FinancialStatements and the accompanying Note 14 in Part II below.

Strategic Plans

Please see our discussion under “Current Plans” in Item 7 – Management’s Discussion and Analysis of Financial Condition andResults of Operations.

Theatre Operations

At the end of fiscal 2020, we owned or operated 89 movie theatre locations with a total of 1,097 screens in Wisconsin, Illinois,Iowa, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Arkansas, Colorado, Georgia, Kentucky, Louisiana, New York,Pennsylvania, Texas and Virginia. We averaged 12.3 screens per location at the end of fiscal 2020, compared to 12.2 screens per locationat the end of fiscal 2019 and 13.1 screens per location at the end of fiscal 2018. Included in these totals is one theatre with six screensthat we manage for a third party. Our 88 company-owned facilities include 50 megaplex theatres (12 or more screens), representingapproximately 68% of our total screens, 37 multiplex theatres (two to 11 screens) and one single-screen theatre. At the end of fiscal 2020,we operated 1,075 first-run screens, six of which we operated under management contracts, and 22 budget-oriented screens.

We invested approximately $370 million, excluding acquisitions, to further enhance the movie-going experience and amenitiesin new and existing theatres over the last seven and one-half calendar years. These investments include:

New theatres. In October 2019, we opened our new eight-screen Movie Tavern® by Marcus theatre in Brookfield,Wisconsin. This new theatre became the first Movie Tavern by Marcus in Wisconsin. It includes eight auditoriums, each withlaser projection and comfortable DreamLoungerSM recliner seating, a full-service bar and food and drink center, and a newdelivery-to-seat service model that also allows guests to order food and beverage via our mobile phone application or in-theatrekiosk. We will consider additional sites for potential new theatre locations in both new and existing markets in the future. Plansdiscussed previously for a new theatre in Tacoma, Washington have been abandoned.

Theatre acquisitions. In addition to building new theatres, acquisitions of existing theatres or theatre circuits has alsobeen a viable growth strategy for us. On February 1, 2019, we acquired the assets of Movie Tavern®, a New Orleans-basedindustry leading circuit known for its in-theatre dining concept featuring chef-driven menus, premium quality food and drinkand luxury seating. Now branded Movie Tavern by Marcus, the acquired circuit consisted of 208 screens at 22 locations in ninestates – Arkansas, Colorado, Georgia, Kentucky, Louisiana, New York, Pennsylvania, Texas and Virginia. The purchase priceconsisted of $30 million in cash, subject to certain adjustments, and 2,450,000 shares of our common stock, for a total purchaseprice of approximately $139.3 million, based upon our closing share price on January 31, 2019. The acquisition of the MovieTavern circuit increased our total number of screens by an additional 23%.

The COVID-19 pandemic has been challenging for all theatre operators. A number of theatre operators have filed forbankruptcy relief and many others are facing difficult financial circumstances. Although we will prioritize our own finances, wewill continue to consider potential acquisitions as well as consider management agreements which may possibly lead toopportunities to own. The movie theatre industry is very fragmented, with approximately 50% of United States screens ownedby the three largest theatre circuits and the other 50% owned by an estimated 800 smaller operators, making it very difficult topredict when acquisition opportunities may arise. We do not believe that we are geographically constrained, and we believe thatwe may be able to add value to certain theatres through our various proprietary amenities and operating expertise.

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DreamLounger recliner additions. These luxurious, state-of-the-art recliners allow guests to go from upright to a full-recline position in seconds. These seat changes require full auditorium remodels to accommodate the necessary 84 inches oflegroom, resulting in the loss of approximately 50% of the existing traditional seats in an average auditorium. To date, theaddition of DreamLoungers has increased attendance at each of our applicable theatres, outperforming nearby competitivetheatres and growing the overall market attendance in most cases. Initially, 12 of the 22 acquired Movie Tavern theatres hadrecliner seating. We added DreamLounger recliner seats to four additional existing Movie Tavern theatres during fiscal 2019, aswell as one Marcus Wehrenberg® theatre and one newly built Movie Tavern theatre. We completed the addition ofDreamLounger recliner seats at two additional Movie Tavern locations during fiscal 2020 and expect to add DreamLoungerrecliner seats to one Marcus Wehrenberg theatre during the second quarter of fiscal 2021. As of December 31, 2020, we offeredall DreamLounger recliner seating in 65 theatres, representing approximately 76% of our company-owned, first-run theatres.Including our premium, large format (PLF) auditoriums with recliner seating, as of December 31, 2020, we offered ourDreamLounger recliner seating in approximately 79% of our company-owned, first-run screens, a percentage we believe to bethe highest among the largest theatre chains in the nation.

UltraScreen DLX® and SuperScreen DLX® (DreamLounger eXperience) conversions. We introduced one of the firstPLF presentations to the industry when we rolled out our proprietary UltraScreen® concept over 20 years ago. We laterintroduced our UltraScreen DLX concept by combining our premium, large-format presentation with DreamLounger reclinerseating and Dolby® Atmos™ immersive sound to elevate the movie-going experience for our guests. During fiscal 2019, weopened one new UltraScreen DLX at an existing Marcus Wehrenberg theatre and converted one existing screen into anUltraScreen DLX auditorium at a Movie Tavern by Marcus theatre. During fiscal 2020, we converted three existing screens atthree Movie Tavern by Marcus theatres and one existing screen at one Marcus Wehrenberg theatre to SuperScreen DLXauditoriums. During fiscal 2019, we converted 26 existing screens at 13 Movie Tavern by Marcus theatres and two existingscreens at one Marcus Wehrenberg theatre to SuperScreen DLX and opened one new SuperScreen DLX auditorium at a newlybuilt Movie Tavern by Marcus theatre. Most of our PLF screens now include the added feature of heated DreamLounger reclinerseats. As of December 31, 2020, we had 31 UltraScreen DLX auditoriums, one traditional UltraScreen auditorium, 85SuperScreen DLX auditoriums (a slightly smaller screen than an UltraScreen but with the same DreamLounger seating andDolby Atmos sound) and three IMAX® PLF screens at 66 of our theatre locations. As of December 31, 2020, we offered at leastone PLF screen in approximately 77% of our first-run, company-owned theatres – once again a percentage we believe to be thehighest percentage among the largest theatre chains in the nation. Our PLF screens generally have higher per-screen revenuesand draw customers from a larger geographic region compared to our standard screens, and we charge a premium price to ourguests for this experience. We continue to evaluate opportunities to convert additional existing screens to SuperScreen DLXauditoriums.

Signature cocktail and dining concepts. We have continued to further enhance our food and beverage offerings withinour existing theatres. We believe our 50-plus years of food and beverage experience in the hotel and restaurant businessesprovides us with a unique advantage and expertise that we can leverage to further grow revenues in our theatres. The conceptswe are expanding include:

● Take FiveSM Lounge, Take Five Express and The Tavern – These full-service bars offer an inviting atmosphere and a chef-inspired dining menu, along with a complete selection of cocktails, locally-brewed beers and wines. We also offer fullliquor service through the concession stand at two theatres. We acquired 22 new bars, known as The Tavern, in conjunctionwith our Movie Tavern acquisition and opened a new Tavern at our new Brookfield, Wisconsin Movie Tavern by Marcustheatre in fiscal 2019. We closed one Movie Tavern by Marcus theatre in the fourth quarter of fiscal 2020. As of December31, 2020, we offered bars/full liquor service at 50 theatres, representing approximately 58% of our company-owned, first-run theatres. We are currently evaluating opportunities to add bar service to additional locations and expect to add one TakeFive Lounge outlet to a Marcus Wehrenberg theatre currently under renovation in 2021.

● Zaffiro’s® Express – These outlets offer lobby dining that includes appetizers, sandwiches, salads, desserts and oursignature Zaffiro’s THINCREDIBLE® handmade thin-crust pizza. In select locations without a Take Five Lounge outlet, weoffer beer and wine at the Zaffiro’s Express outlet. We opened one new Zaffiro’s Express outlet during fiscal 2019 at ournew Movie Tavern by Marcus location in Brookfield, Wisconsin, and our number of theatres with this concept totaled 29 asof December 31, 2020, representing approximately 45% of our company-owned, first-run theatres (excluding our in-theatredining Movie Tavern theatres). We also operate three Zaffiro’s® Pizzeria and Bar full-service restaurants.

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● Reel Sizzle® – This signature dining concept serves menu items inspired by classic Hollywood and the iconic diners of the1950s. We offer Americana fare like burgers and chicken sandwiches prepared on a griddle behind the counter, along withchicken tenders, crinkle-cut fries, ice cream and signature shakes. Our new Movie Tavern by Marcus in Brookfield,Wisconsin includes a Real Sizzle. As of December 31, 2020, we operated eight Reel Sizzle outlets, and we expect to addone Reel Sizzle outlet in fiscal 2021 to a Marcus Wehrenberg theatre currently under renovation.

● Other in-lobby dining – We also operate one Hollywood Café at an existing theatre, and four of the Marcus Wehrenbergtheatres offer in-lobby dining concepts sold through the concession stand. In addition, we are currently testing a Mexicanfood concept at one theatre, and we are considering expanding this new concept in the future. Including these additionalconcepts, as of December 31, 2020, we offered one or more in-lobby dining concepts in 40 theatres, representingapproximately 62% of our company-owned, first-run theatres (excluding our in-theatre dining Movie Tavern theatres).

● In-theatre dining – As of December 31, 2020, we offered full-service, in-theatre dining with a complete menu of drinks andchef-prepared salads, sandwiches, entrées and desserts at 31 theatres and a total of 246 auditoriums, operating under thenames Big Screen BistroSM, Big Screen Bistro ExpressSM, BistroPlexSM and Movie Tavern by Marcus, representingapproximately 36% of our company-owned, first-run theatres.

We offer a “$5 Tuesday” promotion at every theatre in our circuit that includes a free complimentary-size popcorn to our loyaltyprogram members. We have seen our Tuesday attendance increase dramatically since the introduction of the $5 Tuesday promotion. Webelieve this promotion has increased movie-going frequency and reached a customer who may have stopped going to the movies becauseof price, creating another “weekend” day for us without adversely impacting the movie-going habits of our regular weekend customers.We introduced our $5 Tuesday promotion with the free popcorn for loyalty members at our Marcus Wehrenberg theatres immediatelyupon acquisition in December 2016 and did the same thing in February 2019 with our newly acquired Movie Tavern theatres. Weexperienced an increase in Tuesday performance at the Marcus Wehrenberg theatres and have seen a similar response from customers atour Movie Tavern theatres. We also offer a “$6 Student Thursday” promotion at all of our locations that has been well received by thatparticular customer segment. In addition, we offer a $6 “Young-at-Heart” program for seniors on Friday afternoons that was alsointroduced to our Movie Tavern locations during our fiscal 2019 first quarter.

We offer what we believe to be a best-in-class customer loyalty program called Magical Movie RewardsSM. We currently haveapproximately 4.0 million members enrolled in the program. Approximately 47% of all box office transactions and 43% of totaltransactions in our theatres during fiscal 2020 were completed by registered members of the loyalty program. The program allowsmembers to earn points for each dollar spent and access special offers available only to members. The rewards are redeemable at the boxoffice, concession stand or at the many Marcus Theatres® food and beverage venues. In addition, we have partnered with Movio, a globalleader in data analysis for the cinema industry, to allow more targeted communication with our loyalty members. The software providesus with insight into customer preferences, attendance habits and general demographics, which we believe will help us deliver customizedcommunication to our members. In turn, members of this program can enjoy and plan for a more personalized movie-going experience.The program also gives us the ability to cost effectively promote non-traditional programming and special events, particularly duringnon-peak time periods. We believe that this will result in increased movie-going frequency, more frequent visits to the concession stand,increased loyalty to Marcus Theatres and ultimately, improved operating results. The acquired Wehrenberg theatres offered a loyaltyprogram to their customers that had approximately 200,000 members. We converted these members to our Magical Movie Rewardsprogram during fiscal 2017. The acquired Movie Tavern theatres did not offer a loyalty program to their customers. We introduced ourMagical Movie Rewards program to these theatres during the second quarter of fiscal 2019 after all necessary technology requirementswere completed.

We have recently enhanced our mobile ticketing capabilities, our downloadable Marcus Theatres mobile application, and ourmarcustheatres.com website. We added food and beverage ordering capabilities to our mobile application at select theatres, including ourrecently opened Movie Tavern location in Brookfield, Wisconsin, in fiscal 2019 and expanded this feature to all of our theatres in fiscal2020. We have continued to install additional theatre-level technology, such as new ticketing kiosks, digital menu boards and concessionadvertising monitors. Each of these enhancements is designed to improve customer interactions, both at the theatre and through mobileplatforms and other electronic devices.

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The addition of digital technology throughout our circuit (we offer digital cinema projection on 100% of our first-run screens)has provided us with additional opportunities to obtain non-motion picture programming from other new and existing content providers,including live and pre-recorded performances of the Metropolitan Opera, as well as sports, music and other events, at many of ourlocations. We offer weekday and weekend alternate programming at many of our theatres across our circuit. The special programmingincludes classic movies, live performances, comedy shows and children’s performances. We believe this type of programming is moreimpactful when presented on the big screen and provides an opportunity to continue to expand our audience base beyond traditionalmoviegoers.

Revenues for the theatre business, and the motion picture industry in general, are heavily dependent on the general audienceappeal of available films, together with studio marketing, advertising and support campaigns, factors over which we have no control. Blockbusters have historically accounted for a significant portion of our total admission revenues – in prior years, our top 15 performingfilms accounted for 48% of our fiscal 2019 total admission revenues and 42% of our fiscal 2018 total admission revenues.

We obtain our films from several national motion picture production and distribution companies, and we are not dependent onany single motion picture supplier. Our booking, advertising, concession purchases and promotional activities are handled centrally byour administrative staff.

We strive to provide our movie patrons with high-quality picture and sound presentation in clean, comfortable, safe, attractiveand contemporary theatre environments. All of our movie theatre complexes feature digital cinema technology; either digital sound,Dolby or other stereo sound systems; acoustical ceilings; side wall insulation; engineered drapery folds to eliminate sound imbalance,reverberation and distortion; tiled floors; cup-holder chair-arms; and computer-controlled heating, air conditioning and ventilation. Weoffer stadium seating, a tiered seating system that permits unobstructed viewing, at substantially all of our first-run screens.Computerized box offices permit all of our movie theatres to sell tickets in advance and all of our theatres offer reserved seating. Ourtheatres are accessible to persons with disabilities and provide wireless headphones for hearing-impaired moviegoers. Other amenities atcertain theatres include touch-screen, computerized, self-service ticket kiosks, which simplify advance ticket purchases. We have anagreement to allow moviegoers to buy tickets on Fandango, the largest online ticket-seller.

We have a master license agreement with a subsidiary of Cinedigm Digital Cinema Corp. to deploy digital cinema systems inthe majority of our company-owned theatre locations. Under the terms of the agreement, Cinedigm’s subsidiary purchased the digitalprojection systems and licensed them to us under a long-term arrangement. The costs to deploy this new technology are being coveredprimarily through the payment of virtual print fees from studios to our selected implementation company, Cinedigm. Our goals fromdigital cinema included delivering an improved film presentation to our guests, increasing scheduling flexibility, providing a platform foradditional 3D presentations as needed, as well as maximizing the opportunities for alternate programming that may be available with thistechnology. As of December 31, 2020, we had the ability to offer digital 3D presentations in 382, or approximately 36%, of our first-runscreens, including the vast majority of our UltraScreens. We have the ability to increase the number of digital 3D capable screens weoffer to our guests in the future as needed, based on the number of digital 3D films anticipated to be released during future periods andour customers’ response to these 3D releases.

We sell food and beverage concessions in all of our movie theatres. We believe that a wide variety of food and beverage items,properly merchandised, increases concession revenue per patron. Although popcorn and soda remain the traditional favorites withmoviegoers, we continue to upgrade our available concessions by offering varied choices. For example, some of our theatres offer hotdogs, pizza, ice cream, pretzel bites, frozen yogurt, coffee, mineral water and juices. We have also added self-serve soft drink dispensersand grab-and-go candy, frozen treat and bottled drink kiosks to many of our theatres. In recent years, we have added signature cocktailand dining concepts as described above. The response to our new food and beverage offerings has been positive, and we have plans toexpand these food and beverage concepts at additional locations in the future.

We have a variety of ancillary revenue sources in our theatres, with the largest related to the sale of pre-show and lobbyadvertising (through our current advertising providers, Screenvision and National CineMedia). We also obtain ancillary revenues fromcorporate and group meeting sales, sponsorships, internet surcharge fees and alternate auditorium uses. We continue to pursue additionalstrategies to increase our ancillary revenue sources.

We also own a family entertainment center, Funset Boulevard, adjacent to our 14-screen movie theatre in Appleton, Wisconsin.Funset Boulevard features a 40,000 square foot Hollywood-themed indoor amusement facility that includes a restaurant, party room,laser tag center, virtual reality games, arcade, outdoor miniature golf course and batting cages.

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We also own and operate the Ronnie’s Plaza retail outlet in St. Louis, Missouri, an 84,000 square foot retail center featuring 21shops and other businesses to which we lease retail space.

Hotels and Resorts Operations

Owned and Operated Hotels and Resorts

The Pfister® Hotel

We own and operate The Pfister Hotel, which is located in downtown Milwaukee, Wisconsin. The Pfister Hotel is a full-serviceluxury hotel and has 307 guest rooms (including 71 luxury suites), the exclusive Pfister VIP Club Lounge, two restaurants (including oursignature restaurant, Mason Street Grill), three cocktail lounges, a state-of-the-art WELL Spa® + Salon, a high-tech executiveboardroom, high-end retail space leased to tenants and a 275-car parking ramp. The Pfister also has 25,000 square feet of banquet andconvention facilities, including one of the largest ballrooms in the Milwaukee metropolitan area. In 2018, we celebrated The PfisterHotel’s 125th anniversary. In 2020, The Pfister Hotel earned its 44th consecutive AAA Four Diamond Award from the AmericanAutomobile Association, which represents every year the award has been in existence. Also in 2020, The Pfister was recognized for thesecond year in a row as a top hotel in the Midwest in Condé Nast Traveler’s Readers’ Choice Awards. In 2019, The Pfister wasrecognized as the number one downtown Milwaukee hotel by U.S. News & World Report. The Pfister currently holds the TripAdvisor®

Travelers’ Choice distinction and is a member of Preferred Hotels and Resorts, an organization of independent luxury hotels and resorts,and Historic Hotels of America.

The Hilton Milwaukee City Center

We own and operate the 729-room Hilton Milwaukee City Center. The hotel has two cocktail lounges, three restaurants(including our first Miller Time® Pub & Grill), and an 870-car parking ramp. Directly connected to the Wisconsin Center conventionfacility by skywalk, the hotel offers more than 30,000 square feet of meeting and event spaces with state-of-the-art technologies. In 2020,the Hilton Milwaukee City Center earned its ninth consecutive AAA Four Diamond Award from the American Automobile Associationand was recognized by Meetings Today as the Best of MidAmerica winner.

Hilton Madison Monona Terrace

We own and operate the 240-room Hilton Madison Monona Terrace in Madison, Wisconsin. The Hilton Madison MononaTerrace is connected by a climate-controlled skywalk to the Gold LEEDS and GBAC certified Monona Terrace Community andConvention Center and has six meeting rooms totaling 6,000 square feet, an indoor swimming pool, a fitness center, a lobby bar and arestaurant. The Hilton Madison Monona Terrace currently holds the TripAdvisor® Travelers’ Choice distinction. A major renovation ofthis hotel was completed in 2019, including common areas and guestrooms.

The Grand Geneva® Resort & Spa

We own and operate the Grand Geneva Resort & Spa in Lake Geneva, Wisconsin. This destination resort is located on 1,300acres and includes 356 guest rooms, 29 studio, one, two and three bedroom villas, the exclusive Geneva Club Lounge, over 60,000square feet of banquet, meeting and exhibit space, including 13,000 square feet of ballroom space, three specialty restaurants, twococktail lounges, two championship golf courses, a ski hill, indoor and outdoor tennis courts, three swimming pools, a state-of-the-artWELL Spa + Salon and fitness complex, horse stables and an on-site airport. In 2020, Grand Geneva Resort & Spa earned its 23rdconsecutive AAA Four Diamond Award from the American Automobile Association. The resort was also recognized as one of the topresorts in the Midwest in Condé Nast Traveler’s Readers’ Choice Awards, named as one of Travel & Leisure’s World’s Best in theMidwest and named among the Best Resorts in Wisconsin by U.S. News & World Report. The resort currently holds the TripAdvisor®

Travelers’ Choice distinction and was named to the TripAdvisor® Award of Excellence Hall of Fame.

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The Skirvin Hilton

We are the principal equity partner and operator of The Skirvin Hilton hotel in Oklahoma City, Oklahoma, the oldest hotel inOklahoma. This historic hotel has 225 rooms, including 20 one-bedroom suites and one Presidential Suite. The Skirvin Hilton has arestaurant, lounge, fitness center, indoor swimming pool, business center and approximately 18,500 square feet of meeting space. In2020, The Skirvin Hilton earned its 13th consecutive AAA Four Diamond Award from the American Automobile Association, wasnamed Best Hotel in Oklahoma City by U.S. News & World Report and a Best Hotels Finalist by Historic Hotels of America. The hotelcurrently holds the TripAdvisor® Travelers’ Choice distinction. In 2016, we completed a major renovation project at The Skirvin HiltonHotel, which included renovations of all guestrooms and the lobby and bar areas. Our equity interest in this hotel is 60%.

AC Hotel Chicago Downtown

Pursuant to a long-term lease, we operate the AC Hotel Chicago Downtown, a 226-room hotel in Chicago, Illinois. Located inthe heart of Chicago’s shopping, dining and entertainment district, the AC Hotel by Marriott lifestyle brand targets the millennial travelersearching for a design-led hotel in a vibrant location with high-quality service. The AC Hotel Chicago Downtown features urban,simplistic and clean designs with European aesthetics and elegance, the latest technology and communal function spaces. Amenitiesinclude the AC Lounge, a bar area with cocktails, craft beers, wine and tapas, and the AC Kitchen, serving a European-inspired breakfastmenu. The AC Hotel Chicago Downtown also features an indoor swimming pool, fitness room, 3,000 square feet of meeting space andan on-site parking facility. The hotel currently holds the TripAdvisor® Travelers’ Choice distinction. Our SafeHouse® Chicago is in spaceconnected to this hotel and the hotel has additional space available for lease.

The Lincoln Marriott Cornhusker Hotel

We own and operate The Lincoln Marriott Cornhusker Hotel in downtown Lincoln, Nebraska. The Lincoln Marriott CornhuskerHotel is a 297 room, full service hotel with 45,600 square feet of meeting space and a Miller Time Pub & Grill. We also own theCornhusker Office Plaza, which is a seven story building with a total of 85,592 square feet of net leasable office space connected to thehotel by a three story atrium that is used for local events and exhibits. The hotel was honored by Nebraska Wedding Day magazine in thecategory of Best Accommodations for 2020.

Saint Kate® – The Arts Hotel

In January 2019, we closed one of our owned hotels, the InterContinental Milwaukee hotel, for renovation and reopened it inJune 2019 as Saint Kate – The Arts Hotel. Located in the heart of Milwaukee’s theatre and entertainment district, the 219-room hotelfeatures art-inspired guestrooms, 13,000 square feet of flexible meeting space, 11 event rooms and three restaurants, as well as two barsand lounge areas. The hotel also includes a theatre with programming that features plays, lectures, classes and musical and danceperformances, a world-class gallery space, and other event spaces that host rotating exhibitions, screenings, workshops and more. In2020, Saint Kate – The Arts Hotel was recognized as a top hotel in the Midwest in Condé Nast Traveler’s Readers’ Choice Awards. In2019, Saint Kate – The Arts Hotel was named Top 10 Best New Hotels by USA Today 10Best Readers’ Choice Awards.

Managed Hotels, Resorts and Other Properties

We also manage hotels, resorts and other properties for third parties, typically under long-term management agreements.Revenues from these management contracts may include both base management fees, often in the form of a fixed percentage of definedrevenues, and incentive management fees, typically calculated based upon defined profit performance. We may also earn fees fortechnical and preopening services before a property opens, as well as for ongoing accounting and technology services.

In April 2019, we assumed management of the Hyatt Regency Schaumburg in Schaumburg, Illinois. The newly renovated HyattRegency Schaumburg is conveniently located approximately 15 miles from Chicago O’Hare International Airport and 30 miles fromdowntown Chicago and is near some of Chicagoland’s most popular attractions and energetic business hubs. This 468-room hotel hasmore than 30,000 square feet of indoor and outdoor meeting and event space and versatile venues such as a 3,100 square foot terrace.The hotel and its event venues feature the latest audiovisual and state-of-the-art technology, innovative on-site catering andcomplimentary parking for guests.

We manage The DoubleTree by Hilton El Paso Downtown, which is the only full-service Hilton located in downtown El Paso. Our 200 well-appointed rooms are in the heart of the museum district and steps from the convention center. The hotel features a rooftoppool and deck along with 8,500 square feet of meeting space.

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We manage the Courtyard by Marriott El Paso Downtown/Convention Center, which opened in August 2018. The Courtyard byMarriott El Paso Downtown/Convention Center is centrally located in the heart of downtown El Paso. The hotel has 151 guest rooms,two meeting rooms, an outdoor terrace, stylish décor and a rooftop pool. In 2020, the Courtyard by Marriott El PasoDowntown/Convention Center received the TripAdvisor® Travelers’ Choice distinction.

We manage the Crowne Plaza-Northstar Hotel in Minneapolis, Minnesota. The Crowne Plaza-Northstar Hotel is located indowntown Minneapolis and has 222 guest rooms, 10,000 square feet of meeting space, an outdoor Skygarden for group events, arestaurant, a cocktail lounge and an exercise facility. This hotel is located in the heart of downtown Minneapolis with easy access toMinneapolis’ largest attractions. The hotel temporarily closed in April 2020 due to the pandemic and the owner is considering variousoptions. There are no current plans to reopen the hotel in the first half of 2021.

We manage The Garland hotel in North Hollywood, California. The Garland hotel features 257 recently renovated guest roomsand suites, over 23,000 square feet of meeting and event space - including a 130-seat theater, newly renovated ballroom, and an outdoorevent venue ideal for weddings, a well-equipped fitness center, an outdoor swimming pool with two hot tubs, and a successful on-siterestaurant, The Front Yard. The mission-style hotel is located on seven acres near Universal Studios Hollywood and serves as a preferredhotel for the theme park. The Garland has held the TripAdvisor® Travelers’ Choice Award for six consecutive years. In 2020, TheGarland was recognized as a top hotel in Los Angeles in the Condé Nast Traveler’s Readers’ Choice Awards for the sixth year in a row aswell as a Top 10 Hotel in Greater Los Angeles as ranked by the 2020 Travel + Leisure World’s Best Awards for the second consecutiveyear.

We manage the Hilton Minneapolis/Bloomington in Bloomington, Minnesota. The hotel offers 257 rooms, 9,200 square feet ofmeeting space, an indoor swimming pool and a fitness center. With a full renovation completed in 2018, this hotel has a contemporaryfeel and has been a service leader within the industry with recent awards including AAA Best Housekeeping 2020, TripAdvisorTravelers’ Choice in 2020 and the Hilton Award of Excellence in 2019.

We manage the Omaha Marriott Downtown at The Capitol District hotel. The 333-room, 12-story full service hotel serves as ananchor for the Capitol District, an upscale urban destination dining and entertainment community in downtown Omaha, Nebraska. Thedevelopment also includes 218 luxury residential apartments, office space, a parking garage and retail space for restaurants, shops andentertainment. It also features a plaza for events and concerts. The hotel currently holds the TripAdvisor® Travelers’ Choice distinctionand is ranked the #1 hotel in Omaha by both TripAdvisor® and Best of Omaha. Marriott International recognized this property as Hotelof the Year, Classic Premium for the 2019 year. Prior to Feburary 2021, we also owned a 10% minority equity interest in this hotel.

We also provide hospitality management services, including check-in, housekeeping and maintenance, for a vacation ownershipdevelopment adjacent to the Grand Geneva Resort & Spa branded as the Holiday Inn Club Vacations at Lake Geneva Resort. Thedevelopment includes 68 two-room timeshare units (136 rooms) and a timeshare sales center.

We formerly managed the Murieta Inn and Spa in Rancho Murieta, California through July 2020, the Hilton Garden InnHouston NW/Willowbrook in Houston, Texas through March 2020, the Sheraton Chapel Hill in Chapel Hill, North Carolina throughAugust 2019 and the Heidel House Resort & Spa in Green Lake, Wisconsin through May 2019.

We also manage two condominium hotels under long-term management contracts. Revenues from these management contractsare larger than typical management contracts because, under an agreed-upon rental pool arrangement, room revenues are shared at adefined percentage with individual condominium owners. In addition, we own all of the common areas of these facilities, including allrestaurants, lounges, spas and gift shops, and retain all of the revenues from these outlets.

We manage Timber Ridge Lodge & Waterpark, an indoor/outdoor waterpark and condominium hotel complex in Lake Geneva,Wisconsin. Timber Ridge Lodge & Waterpark is a 225-unit condominium hotel on the same campus as the Grand Geneva Resort & Spa.Timber Ridge Lodge & Waterpark has meeting rooms totaling 3,500 square feet, a general store, a restaurant, a snack bar and anentertainment arcade. The hotel currently holds the TripAdvisor® Travelers’ Choice distinction.

We manage the Platinum Hotel & Spa, a condominium hotel in Las Vegas, Nevada just off the Las Vegas Strip, and own thehotel’s public space. The Platinum Hotel & Spa has 255 one and two-bedroom suites. This non-gaming, non-smoking hotel also has anon-site restaurant, lounge, a WELL Spa + Salon and 14,897 square feet of meeting space, including 6,336 square feet of outdoor space.The hotel currently holds the TripAdvisor® Travelers’ Choice distinction. We own 16 previously unsold condominium units at thePlatinum Hotel & Spa.

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We own the SafeHouse in Milwaukee, Wisconsin after purchasing it in 2015. The SafeHouse is an iconic, spy-themed restaurantand bar that has operated in Milwaukee for over 50 years. We opened a new SafeHouse location in Chicago, Illinois in 2017 and alsoopened the EscapeHouse Chicago, a complimentary business capitalizing on the popularity of cooperative team escape games.

Our Wisconsin Hospitality Linen Service (WHLS) business unit provides commercial laundry services for our hotel and resortproperties in Wisconsin and for other unaffiliated hotels in the Midwest. WHLS processed nearly 16 million pounds of linen each yearprior to the COVID-19 pandemic. WHLS has been a leader in commercial laundry services for the hospitality industry in the Midwestfor over 20 years.

We operate many award-winning restaurants and lounges within our hotel portfolio that have earned distinctions such as theTripAdvisor® Travelers’ Choice and the Wine Spectator Award of Excellence.

In 2019, we were one of ten nationwide recipients of the Americans for the Arts’ Arts and Business Partnership Award, whichrecognizes businesses for their exceptional involvement with the arts that enriches the workplace, enhances education and transformscommunities.

Competition

Both of our businesses experience intense competition from national, regional and local chain and franchise operations, some ofwhich have substantially greater financial and marketing resources than we have. Most of our facilities are located in close proximity tocompeting facilities.

Our movie theatres compete with large national movie theatre operators, such as AMC Entertainment, Cinemark and RegalCinemas, as well as with a wide array of smaller first-run exhibitors. Movie exhibitors also face competition from a number of othermovie exhibition delivery systems, such as streaming services, premium video-on-demand (PVOD), digital downloads, video-on-demand, pay-per-view television, DVDs and network and syndicated television. We also face competition from other forms ofentertainment competing for the public’s leisure time and disposable income.

Our hotels and resorts compete with the hotels and resorts operated and/or franchised by Hyatt Corporation, MarriottCorporation, Hilton Worldwide and others, along with other regional and local hotels and resorts. Increasingly, we also face competitionfrom new channels of distribution in the travel industry, such as peer-to-peer inventory sources that allow travelers to book stays onwebsites that facilitate short-term rental of homes and apartments from owners, thereby providing an alternative to hotel rooms, such asAirbnb, Vrbo and HomeAway. We compete for hotel management agreements with a wide variety of national, regional and localmanagement companies based upon many factors, including the value and quality of our management services, our reputation, our abilityand willingness to invest our capital in joint venture projects, the level of our management fees and our relationships with propertyowners and investors.

We believe that the principal factors of competition in both of our businesses, in varying degrees, are the price and quality of theproduct, quality and location of our facilities and customer service. We believe that we are well positioned to compete on the basis ofthese factors.

Seasonality

Excluding the impact of the COVID-19 pandemic, our first fiscal quarter typically produces the weakest operating results in ourhotels and resorts division due primarily to the effects of reduced travel during the winter months. Our second and third fiscal quartersoften produce our strongest operating results because these periods coincide with the typical summer seasonality of the movie theatreindustry and the summer strength of the lodging business. Due to the fact that the week between Christmas and New Year’s Eve ishistorically one of the strongest weeks of the year for our theatre division, the specific timing of the last Thursday in December has animpact on the results of our fiscal first and fourth quarters in that division, particularly when we have a 53-week year.

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Environmental Regulation

Federal, state and local environmental legislation has not had a material effect on our capital expenditures, earnings orcompetitive position. However, our activities in acquiring and selling real estate for business development purposes have beencomplicated by the continued emphasis that our personnel must place on properly analyzing real estate sites for potential environmentalproblems. This circumstance has resulted in, and is expected to continue to result in, greater time and increased costs involved inacquiring and selling properties associated with our various businesses.

Human Capital

As of December 31, 2020 (with nearly one-half of our theatres temporarily closed), we had approximately 4,200 employees,approximately 60% of whom were employed on a variable or part-time basis. A number of our (1) operating engineers at The PfisterHotel and the Hilton Milwaukee City Center are covered by collective bargaining agreements that expire on April 30, 2021 andDecember 31, 2022, respectively; (2) hotel employees at the Hilton Milwaukee City Center and The Pfister Hotel are covered by acollective bargaining agreement that expires on February 14, 2022; (3) painters in the Hilton Milwaukee City Center and The PfisterHotel are covered by a collective bargaining agreement that expires on March 30, 2022; and (4) operating engineers at the Hyatt RegencySchaumburg are covered by a collective bargaining agreement that expires on February 28, 2022. As of the end of fiscal 2020,approximately 4% of our employees were covered by a collective bargaining agreement, of which approximately 1% were covered by anagreement that will expire within one year.

We believe our employees are among our most important resources and are critical to our continued success. We focussignificant attention on attracting and retaining talented and experienced individuals to manage and support our operations, and ourmanagement team routinely reviews employee turnover rates at various levels of the organization. Management also reviews employeeengagement and satisfaction surveys to monitor employee morale and receive feedback on a variety of issues. We pay our employeescompetitively and offer a broad range of company-paid benefits, which we believe are competitive with others in our industry.

We are committed to hiring, developing and supporting a diverse and inclusive workplace. Our management teams and all ofour employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees mustadhere to a code of conduct that sets standards for appropriate behavior and includes required annual training on preventing, identifying,reporting and stopping any type of unlawful discrimination.

During fiscal 2020, in response to the COVID-19 pandemic, we implemented safety protocols and new procedures to protectour employees and our customers. These protocols include complying with social distancing and other health and safety standards asrequired by federal, state and local government agencies, taking into consideration guidelines of the Centers for Disease Control andPrevention and other public health authorities. In addition, we modified the way we conduct many aspects of our business to reduce thenumber of in-person interactions. For example, we significantly expanded the use of virtual interactions in all aspects of our business,including customer facing activities. Many of our administrative and operational functions during this time have required modification aswell, including most of our workforce working remotely.

Website Information and Other Access to Corporate Documents

Our corporate website is www.marcuscorp.com. All of our Form 10-Ks, Form 10-Qs and Form 8-Ks, and amendments thereto,are available on this website as soon as practicable after they have been filed with the SEC. We are not including the informationcontained on our website as part of, or incorporating it by reference into, this Annual Report. In addition, our corporate governanceguidelines and the charters for our Audit Committee, Compensation Committee and Corporate Governance and Nominating Committeeare available on our website. If you would like us to mail you a copy of our corporate governance guidelines or a committee charter,please contact Thomas F. Kissinger, Senior Executive Vice President, General Counsel and Secretary, The Marcus Corporation, 100 EastWisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125.

Item 1A. Risk Factors.

The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered.The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us orthat we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financialcondition, operating results, and cash flows could be materially adversely affected.

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Operational Risks

The COVID-19 pandemic has had and will continue to have material adverse effects on our theatre and hotels and resorts businesses,results of operations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and futureindebtedness.

The COVID-19 pandemic has had an unprecedented impact on the world and both of our business segments. The situationcontinues to be volatile and the social and economic effects are widespread. As an operator of movie theatres, hotels and resorts,restaurants and bars, each of which consists of spaces where customers and guests gather in close proximity, our businesses aresignificantly impacted by protective actions that federal, state and local governments have taken to control the spread of the pandemic.These actions include, among other things, declaring national and state emergencies, encouraging social distancing, restricting freedomof movement and congregation, mandating non-essential business closures and/or capacity restrictions and issuing shelter-in-place,quarantine and stay-at-home orders.

As a result of these measures, we temporarily closed all of our theatres on March 17, 2020. In late August, we reopenedapproximately 80% of our theatres, but subsequently reclosed multiple theatres due to the lack of available films and new local and staterestrictions. As of December 31, 2020, approximately 52% of our theatres were reopened, but seating capacity at our reopened theatreshas been reduced in response to COVID-19, and we currently are generating significantly reduced revenues from our theatre operations.We also temporarily closed all of our hotel division restaurants and bars at approximately the same time and closed five of our eightcompany-owned hotels and resorts on March 24, 2020 due to a significant reduction in occupancy at those hotels. We announced theclosing of our remaining three company-owned hotels on April 8, 2020. We re-opened four of our company-owned hotels (includingseveral restaurants and bars) during June 2020, reopened three of our four remaining company-owned hotels during our fiscal 2020 thirdquarter and reopened our last company-owned hotel during our fiscal 2020 fourth quarter. As a result, as of December 31, 2020, we hadreopened all eight of our company-owned hotels and most of our managed hotels, though these properties are currently generatingsignificantly reduced revenues.

Although we believe the remaining closure of and reduced operating levels at our theatres and hotels is temporary, we cannotpredict when the effects of the COVID-19 pandemic will subside or when our businesses will return to normal levels. The longer andmore severe the pandemic, including repeat or cyclical outbreaks, the more severe the adverse effects will be on our businesses, results ofoperations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness.

Even when the COVID-19 pandemic subsides, we cannot guarantee that we will recover as rapidly as other industries. Forexample, it is unclear how quickly patrons will return to our theatres and hotels, which may be a function of continued concerns oversafety and/or depressed consumer sentiment and discretionary income due to adverse economic conditions, including job losses, amongother things. If customers do not perceive our response to the pandemic to be adequate, we could suffer damage to our reputation, whichcould adversely affect our businesses.

Furthermore, the effects of the pandemic on our businesses could be long-lasting and could continue to have material adverseeffects on our businesses, results of operations, liquidity, cash flows and financial condition, and may materially adversely impact ourability to operate our businesses on the same terms as prior to the pandemic. Significant impacts on our businesses caused by theCOVID-19 pandemic may include, among others:

● Lack of availability of films in the short- or long-term, including as a result of (i) major film distributors releasingscheduled films on alternative channels or (ii) disruptions of film production;

● Decreased attendance at our theatres, including due to (i) continued safety and health concerns or (ii) a change in consumerbehavior in favor of alternative forms of entertainment;

● Reduced travel from our various leisure, business transient and group business customers;

● Cancellation of major events that were expected to benefit our hotels and resorts division;

● Our inability to continue to negotiate favorable terms with our landlords in respect of those properties we lease;

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● Unavailability of employees and/or their inability or unwillingness to conduct work under any revised work environmentprotocols;

● Increased risks related to employee matters, including increased employment litigation and claims relating to terminationsor furloughs caused by theatre and hotel closures;

● Reductions, suspensions and delays to planned operating and capital expenditures which could result in difficulty obtainingcertain growth objectives determined prior to COVID-19;

● Our temporary curtailment of certain investments and growth opportunities;

● Potential impairment charges;

● Our inability to generate significant cash flow from operations if our theatres and/or hotels and resorts continue toexperience demand at levels significantly lower than historical levels, which could lead to a substantial increase inindebtedness and negatively impact our ability to comply with the financial covenants, if applicable, in our debtagreements;

● Our inability to access lending, capital markets and other sources of liquidity, if needed, on reasonable terms, or at all, orobtain amendments, extensions and waivers;

● Our inability to effectively meet our short- and long-term obligations; and

● Our inability to service our existing and future indebtedness.

Additionally, although we have sought and obtained, and intend to continue to seek, available benefits under the CARES Act, orany subsequent governmental relief bills, we cannot predict the manner in which any additional benefits under the CARES Act, or anysubsequent governmental relief bills, will be allocated or administered and we cannot provide assurances that we will be able to accesssuch benefits in a timely manner or at all. We also cannot assure that potential benefits under the CARES Act will not be amended oreliminated under any subsequent governmental actions. Accessing these benefits and our response to the COVID-19 pandemic haverequired our management team to devote extensive resources and are likely to continue to do so in the near future, which negativelyaffects our ability to implement our business plan and respond to opportunities.

The duration of the COVID-19 pandemic and related shelter-in-place and social distancing requirements and the level of customerdemand following the relaxation of such requirements may materially adversely affect our financial results and condition.

As noted above, due to the COVID-19 pandemic, our operations at our theatres and hotels and resorts have been significantlyrestricted or suspended temporarily, and there is uncertainty as to when reopening our remaining closed facilities will be permitted and/orfinancially viable. Because we operate in several different jurisdictions, we may be able to reopen some, but not all, of our theatres andhotels and resorts within a certain timeframe. As we reopen and operate our theatres, restaurants and bars, we are opening and/oroperating with capacity limitations. A reduction in capacity does not necessarily translate to an equal reduction in potential revenues atour theatres as customers may shift their attendance to different days and times and we may increase seating capacity for certainblockbuster films by dedicating more auditoriums to such films. Fears and concerns regarding the COVID-19 pandemic could cause ourcustomers to avoid assembling in public spaces for some time despite the relaxation of shelter-in-place and social distancing measures.We would have no control over and cannot predict the length of any future required closure of or restrictions on our theatres and hotelsand resorts due to the COVID-19 pandemic. If we are unable to generate revenues due to a prolonged period of closure or experiencesignificant declines in our businesses volumes upon reopening, this would negatively impact our ability to remain in compliance with ourdebt covenants and meet our payment obligations. In such an event, we would either seek covenant waivers or attempt to amend ourcovenants, though there is no certainty that we would be successful in such efforts. If we are not successful in such efforts, our lenderscould declare a default and require immediate repayment of amounts owing under our Credit Agreement and senior notes, which couldhave a material adverse effect on our ability to operate our business. Additionally, we could seek additional liquidity through the issuanceof new debt. Our ability to obtain additional financing and the terms of any such additional financing would depend in part on factorsoutside of our control, and we may be unable to obtain such additional financing on acceptable terms or at all.

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The lack of both the quantity and audience appeal of motion pictures may adversely affect our financial results.

The financial results of our movie theatre business and the motion picture industry in general are heavily dependent on thegeneral audience appeal of available films, together with studio marketing, advertising and support campaigns, factors over which wehave no control. The relative success of our movie theatre business will continue to be largely dependent upon the quantity and audienceappeal of films made available by the movie studios and other producers. Poor performance of films, a disruption in the production offilms due to events such as a strike by actors, writers or directors, or a reduction in the marketing efforts of the film distributors topromote their films could have an adverse impact on our business and results of operations. Also, our quarterly results of operations aresignificantly dependent on the quantity and audience appeal of films that we exhibit during each quarter. As a result, our quarterly resultsmay be unpredictable and somewhat volatile.

Our financial results may be adversely impacted by unique factors affecting the theatre exhibition industry, such as the shrinkingvideo release window, the increasing piracy of feature films and the increasing use of alternative film distribution channels and othercompeting forms of entertainment.

Over the last decade, the average video release window, which represents the time that elapses from the date of a film’stheatrical release to the date a film is released to other channels, including streaming services, video on-demand (“VOD”) and DVD, hasdecreased from approximately six months to, in some cases, less than three months and in some more limited instances, films have beenimmediately released to such alternative channels without any theatrical release. In the past, more than one studio has discussed theirinterest in creating a new, shorter premium VOD (“PVOD”) window and in one case, an agreement was reached between a studio andseveral large exhibitors, including ourselves, that includes a 17-day PVOD window for certain films and a 31-day PVOD window forcertain more successful films. In addition, recently one studio announced that they intended to release all of their 2021 films theatricallyand on their proprietary streaming service on the same day and date. Although other studios have not taken this same action and severalhave reaffirmed their commitment to an exclusive theatrical distribution window, we can provide no assurance that these releasewindows, which are determined by the film studios and are subject to negotiation and acceptance by exhibitors, will not shrink further,which could have an adverse impact on our movie theatre business and results of operations.

Piracy of motion pictures is prevalent in many parts of the world. Technological advances allowing the unauthorizeddissemination of motion pictures increase the threat of piracy by making it easier to create, transmit and distribute high qualityunauthorized copies of such motion pictures. The proliferation of unauthorized copies and piracy of motion pictures may have an adverseeffect on our movie theatre business and results of operations.

We face competition for movie theatre patrons from a number of alternative motion picture distribution channels, such as DVD,network, cable and satellite television, video on-demand, pay-per-view television, digital downloads and streaming services. The numberof streaming services has been increasing and, in some cases, streaming services are producing theatrical-quality original content that isbypassing the theatrical release window entirely. Periodically, internet ticketing intermediaries introduce services and products with thestated intention of increasing movie-going frequency. The actual impact these services and products may have on our relationship withthe customer and our results of operations is unknown at this time. We also compete with other forms of entertainment competing for ourpatrons’ leisure time and disposable income such as concerts, amusement parks, sporting events, home entertainment systems, videogames and portable entertainment devices including tablet computers and smart phones. An increase in popularity of these alternativefilm distribution channels and competing forms of entertainment may have an adverse effect on our movie theatre business and results ofoperations.

A deterioration in relationships with film distributors could adversely affect our ability to obtain commercially successful films orincrease our costs to obtain such films.

We rely on the film distributors for the motion pictures shown in our theatres. Our business depends to a significant degree onmaintaining good relationships with these distributors. Deterioration in our relationships with any of the major film distributors couldadversely affect our access to commercially successful films or increase our costs to obtain such films and adversely affect our businessand results of operations. Because the distribution of motion pictures is in large part regulated by federal and state antitrust laws and hasbeen the subject of numerous antitrust cases and consent decrees, we cannot ensure a supply of motion pictures by entering into long-term arrangements with major distributors. Rather, we must compete for licenses on a film-by-film and theatre-by-theatre basis and arerequired to negotiate licenses for each film and for each theatre individually. We are periodically subject to audits on behalf of the filmdistributors to ensure that we are complying with the applicable license agreements.

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The relative industry supply of available rooms at comparable lodging facilities may adversely affect our financial results.

Historically, a material increase in the supply of new hotel rooms in a market can destabilize that market and cause existinghotels to experience decreasing occupancy, room rates and profitability. If such over-supply occurs in one or more of our major markets,we may experience an adverse effect on our hotels and resorts business and results of operations.

Each of our business segments and properties experience ongoing intense competition.

In each of our businesses we experience intense competition from national, regional and local chain and franchise operations,some of which have substantially greater financial and marketing resources than we have. Most of our facilities are located in closeproximity to other facilities which compete directly with ours. The motion picture exhibition industry is fragmented and highlycompetitive with no significant barriers to entry. Theatres operated by national and regional circuits and by small independent exhibitorscompete with our theatres, particularly with respect to film licensing, attracting patrons and developing new theatre sites. Moviegoers aregenerally not brand conscious and often choose a theatre based on its location, its selection of films and its amenities. With respect to ourhotels and resorts division, our ability to remain competitive and to attract and retain business and leisure travelers depends on oursuccess in distinguishing the quality, value and efficiency of our lodging products and services from those offered by others. If we areunable to compete successfully in either of our divisions, this could adversely affect our results of operations.

Adverse weather conditions, particularly during the winter in the Midwest and in our other markets, may adversely affect ourfinancial results.

Poor weather conditions adversely affect business and leisure travel plans, which directly impacts our hotels and resortsdivision. In addition, theatre attendance on any given day may be negatively impacted by adverse weather conditions. In particular,adverse weather during peak movie-going weekends or holiday periods may negatively affect our results of operations. Adverse winterweather conditions may also increase our snow removal and other maintenance costs in both of our divisions.

Our results are seasonal, resulting in unpredictable and varied quarterly results.

Our first fiscal quarter typically produces the weakest operating results in our hotels and resorts division due primarily to theeffects of reduced travel during the winter months. Our second and third fiscal quarters often produce our strongest operating resultsbecause these periods coincide with the typical summer seasonality of the movie theatre industry and the summer strength of the lodgingbusiness. Due to the fact that the week between Christmas and New Year’s Eve is historically one of the strongest weeks of the year forour theatre division, the specific timing of the last Thursday in December has an impact on the results of our fiscal first and fourthquarters in that division, particularly when we have a 53-week year.

Our properties are subject to risks relating to acts of God, terrorist activity and war and any such event may adversely affect ourfinancial results.

Acts of God, natural disasters, war (including the potential for war), terrorist activity (including threats of terrorist activity),incidents of violence in public venues such as hotels and movie theatres, epidemics (such as COVID-19, SARs, bird flu and swine flu),travel-related accidents, as well as political unrest and other forms of civil strife and geopolitical uncertainty may adversely affect thelodging and movie exhibition industries and our results of operations. Terrorism or other similar incidents may significantly impactbusiness and leisure travel or consumer choices regarding out-of-home entertainment options and consequently demand for hotel roomsor movie theatre attendance may suffer. In addition, inadequate preparedness, contingency planning, insurance coverage or recoverycapability in relation to a major incident or crisis may prevent operational continuity and consequently impact the reputation of ourbusinesses.

If the amount of sales made through third-party internet travel intermediaries increases significantly, consumer loyalty to our hotelscould decrease and our revenues could fall.

We expect to derive most of our business from traditional channels of distribution. However, consumers now use internet travelintermediaries regularly. Some of these intermediaries are attempting to increase the importance of price and general indicators of quality(such as “four-star downtown hotel”) at the expense of brand/hotel identification. These agencies hope that consumers will eventuallydevelop brand loyalties to their reservation system rather than to our hotels. If the amount of sales made through internet travelintermediaries increases significantly and consumers develop stronger loyalties to these intermediaries rather than to our hotels, we mayexperience an adverse effect on our hotels and resorts business and results of operations.

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Financial Risks

Adverse economic conditions in our markets may adversely affect our financial results.

Downturns or adverse economic conditions affecting the United States economy generally, and particularly downturns oradverse economic conditions in the Midwest and in our other markets, adversely affect our results of operations, particularly with respectto our hotels and resorts division. Poor economic conditions, including those resulting from the COVID-19 pandemic, can significantlyadversely affect the demand of business and group travel customers, which are the largest customer segments for our hotels and resortsdivision. Specific economic conditions that may directly impact travel, including financial instability of air carriers and increases in gasand other fuel prices, may adversely affect our results of operations. Additionally, although our theatre business has historicallyperformed well during economic downturns as consumers seek less expensive forms of out-of-home entertainment, a significantreduction in consumer confidence or disposable income in general may temporarily affect the demand for motion pictures or severelyimpact the motion picture production industry, which, in turn, may adversely affect our results of operations.

Our businesses are heavily capital intensive and preopening and start-up costs, increasing depreciation expenses and impairmentcharges may adversely affect our financial results.

Both our movie theatre and hotels and resorts businesses are heavily capital intensive. Purchasing properties and buildings,constructing buildings, renovating and remodeling buildings and investing in joint venture projects all require substantial upfront cashinvestments before these properties, facilities and joint ventures can generate sufficient revenues to pay for the upfront costs andpositively contribute to our profitability. In addition, many growth opportunities, particularly for our hotels and resorts division, requirelengthy development periods during which significant capital is committed and preopening costs and early start-up losses are incurred.We expense these preopening and start-up costs as incurred. As a result, our results of operations may be adversely affected by oursignificant levels of capital investments. Additionally, to the extent we capitalize our capital expenditures, our depreciation expenses mayincrease, thereby adversely affecting our results of operations. Several of our hotels are scheduled for reinvestment in the next two tothree years.

We periodically consider whether indicators of impairment of long-lived assets held for use are present. Demographic changes,economic conditions and competitive pressures may cause some of our properties to become unprofitable. Deterioration in theperformance of our properties could require us to recognize impairment losses, thereby adversely affecting our results of operations.

Adverse economic conditions, including disruptions in the financial markets, may adversely affect our ability to obtain financing onreasonable and acceptable terms, if at all, and impact our ability to achieve certain of our growth objectives.

We expect that we will require additional financing over time, the amount of which will depend upon a number of factors,including the number of theatres and hotels and resorts we acquire and/or develop, the amount of capital required to refurbish andimprove existing properties, the amount of existing indebtedness that requires repayment in a given year and the cash flow generated byour businesses. Downturns or adverse economic conditions affecting the United States economy generally, and the United States equityand credit markets specifically, may adversely impact our ability to obtain additional short-term and long-term financing on reasonableterms or at all, which would negatively impact our liquidity and financial condition. As a result, a prolonged downturn in the equity orcredit markets would also limit our ability to achieve our growth objectives.

We may not be able to obtain capital when desired on favorable terms, if at all, and we may not be able to obtain capital or completeacquisitions through the use of equity or without dilution to our shareholders.

We may need additional financing to execute on our current or future business strategies, including to develop new or enhanceexisting products and services, acquire businesses and technologies, or otherwise to respond to competitive pressures.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of ourshareholders could be significantly diluted, and newly-issued securities may have rights, preferences or privileges senior to those ofexisting shareholders. If we accumulate additional funds through debt financing, a substantial portion of our operating cash flow may bededicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our business activities. Wecannot provide assurances that additional financing will be available on terms favorable to us, or at all. If adequate funds are notavailable or are not available on acceptable terms, when we desire them, our ability to fund our operations, take advantage ofunanticipated opportunities, develop or enhance our products and services, or otherwise respond to competitive pressures would besignificantly limited. Any of these factors could harm our results of operations.

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We have currently suspended the payment of dividends on our common stock and, consequently, the only opportunity to achieve areturn on investment in our common stock is if the price of our common stock appreciates.

We currently have suspended the payment of dividends on shares of our common stock, and our debt agreements containrestrictions on the ability of our board of directors to declare or pay dividends on shares of our common stock. Consequently, the onlycurrent opportunity to achieve a return on investment on our common stock will be if the market price of our common stock appreciatesand shares are sold at a profit.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay oursubstantial debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including ourConvertible Senior Notes due 2025 (“Convertible Notes”), depends on our future performance, which is subject to economic, financial,competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the futuresufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be requiredto adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, restructuring debt orobtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will dependon the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in theseactivities on desirable terms, which could result in a default on our debt obligations and have an adverse effect on our business andresults of operations.

We may not have the ability to raise the funds necessary to settle conversions of the Convertible Notes in cash or to repurchase theConvertible Notes upon a fundamental change, and our current and future debt may contain limitations on our ability to pay cashupon conversion or repurchase of the Convertible Notes.

If we settle the Convertible Notes by cash, or a combination of cash and shares of our common stock upon the occurrence of afundamental change as described in the indenture governing the Convertible Notes, we will be required to make cash payments in respectof the Convertible Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time weare required to make repurchases of Convertible Notes being surrendered or converted. In addition, our ability to repurchase theConvertible Notes or to pay cash upon conversions of the Convertible Notes may be limited by law, by regulatory authority or byagreements governing our future indebtedness. Our failure to repurchase Convertible Notes at a time when the repurchase is required bythe indenture governing the Convertible Notes or to pay any cash payable on future conversions of the Convertible Notes as required bysuch indenture would constitute a default under such indenture. A default under the indenture governing the Convertible Notes or thefundamental change itself could also lead to a default under agreements governing our existing or future indebtedness. If the repaymentof the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repaythe indebtedness and repurchase the Convertible Notes or make cash payments upon conversions of the Convertible Notes.

The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operatingresults.

In the event the conditional conversion feature of the Convertible Notes is triggered, holders of Convertible Notes will beentitled to convert the Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert theirConvertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other thanpaying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligationthrough the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert theirConvertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of theConvertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

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Strategic Risks

We may not achieve the expected benefits and performance of our strategic initiatives and acquisitions.

Our key strategic initiatives in our theatre and hotels and resorts divisions often require significant capital expenditures toimplement. We expect to benefit from revenue enhancements and/or cost savings as a result of these initiatives. However, there can be noassurance that we will be able to generate sufficient cash flow from these initiatives to provide the return on investment we anticipatedfrom the required capital expenditures.

There also can be no assurance that we will be able to generate sufficient cash flow to realize anticipated benefits from anystrategic acquisitions that we may enter into, including our acquisition of the Movie Tavern business. Although we have a history ofsuccessfully integrating acquisitions into our existing theatre and hotels and resorts businesses, any acquisition may involve operatingrisks, such as (1) the difficulty of assimilating and integrating the acquired operations and personnel into our current business; (2) thepotential disruption of our ongoing business; (3) the diversion of management’s attention and other resources; (4) the possible inability ofmanagement to maintain uniform standards, controls, policies and procedures; (5) the risks of entering markets in which we have little orno expertise; (6) the potential impairment of relationships with employees; (7) the possibility that any liabilities we may incur or assumemay prove to be more burdensome than anticipated; and (8) the possibility the acquired property or properties do not perform asexpected.

Our ability to identify suitable properties to acquire, develop and manage will directly impact our ability to achieve certain of ourgrowth objectives.

A portion of our ability to successfully achieve our growth objectives in both our theatre and hotels and resorts divisions isdependent upon our ability to successfully identify suitable properties to acquire, develop and manage. Failure to successfully identify,acquire and develop suitable and successful locations for new lodging properties and theatres will substantially limit our ability toachieve these important growth objectives.

Our ability to identify suitable joint venture partners or raise investment funds to acquire, develop and manage hotels and resorts willdirectly impact our ability to achieve certain of our growth objectives.

In addition to acquiring or developing hotels and resorts or entering into management contracts to operate hotels and resorts forother owners, we have from time to time invested, and expect to continue to invest, in such projects as a joint venture partner. We havealso indicated that we may act as an investment fund sponsor in order to acquire additional hotel properties. A portion of our ability tosuccessfully achieve our growth objectives in our hotels and resorts division is dependent upon our ability to successfully identifysuitable joint venture partners or raise investments funds to acquire, develop and manage hotels and resorts. Failure to successfullyidentify suitable joint venture partners or raise equity for an investment fund will substantially limit our ability to achieve these growthobjectives.

Investing through partnerships or joint ventures decreases our ability to manage risk.

Joint venture partners may have shared control or disproportionate control over the operation of our joint venture assets.Therefore, our joint venture investments may involve risks such as the possibility that our joint venture partner in an investment mightbecome bankrupt or not have the financial resources to meet its obligations, or have economic or business interests or goals that areinconsistent with our business interests or goals, or be in a position to take action contrary to our instructions or requests or contrary toour policies or objectives. Consequently, actions by our joint venture partners might subject hotels and resorts owned by the joint ventureto additional risk. Further, we may be unable to take action without the approval of our joint venture partners. Alternatively, our jointventure partners could take actions binding on the joint venture without our consent.

Legal, Regulatory and Compliance Risks

Recalls of food products and associated costs could adversely affect our reputation and financial condition.

We may be found liable if the consumption of any of the food products we sell in our theatres or hotels causes illness or injury.We are also subject to recalls by product manufacturers or if food products become contaminated. Recalls could result in losses due tothe cost of the recall, the destruction of the product and lost sales due to the unavailability of the product for a period of time.

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We are subject to substantial government regulation, which could entail significant cost.

We are subject to various federal, state and local laws, regulations and administrative practices affecting our business, and wemust comply with provisions regulating health and sanitation standards, equal employment, environmental, and licensing for the sale offood and alcoholic beverages. Our properties must also comply with Title III of the Americans with Disabilities Act of 1990 (the“ADA”). Compliance with the ADA requires that public accommodations “reasonably accommodate” individuals with disabilities andthat new construction or alterations made to “commercial facilities” conform to accessibility guidelines unless “structurallyimpracticable” for new construction or technically infeasible for alterations. Non-compliance with the ADA could result in theimposition of injunctive relief, fines or an award of damages to private litigants or additional capital expenditures to remedy suchnoncompliance. Changes in existing laws or implementation of new laws, regulations and practices could also have a significant impacton our business. For example, a significant portion of our staff level employees are part-time workers who are paid at or near theapplicable minimum wage in the relevant jurisdiction. Increases in the minimum wage and implementation of reforms requiring theprovision of additional benefits would increase our labor costs.

We are subject to complex taxation and could be subject to changes in our tax rates, the adoption of new tax legislation or exposure toadditional tax liabilities.

We are subject to different forms of taxation in the federal, state and local jurisdictions where we operate. Current economic andpolitical conditions make tax rates in any jurisdiction subject to significant change. Our future effective tax rate could be affected bychanges in the mix of earnings in jurisdictions with differing tax rates, changes in the valuation of deferred tax assets and liabilities, orchanges in tax laws or their interpretation. In addition, the tax authorities may not agree with the determinations we have made and suchdisagreements could result in lengthy legal disputes and, ultimately, in the payment of additional amounts for tax, interest and penalties.If our effective tax rate were to increase, or if the ultimate determination of our taxes owed in the U.S. or any of our jurisdictions is for anamount in excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely affected.

Our business and operations could be negatively affected if we become subject to any securities litigation or shareholder activism,which could cause us to incur significant expense, hinder execution of our business strategy and impact our stock price.

While we are currently not subject to any securities litigation or shareholder activism, due to the potential volatility of our stockprice and for a variety of other reasons, we may in the future become the target of securities litigation or shareholder activism. Securitieslitigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert the attention of ourmanagement and board of directors and resources from our business.

Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to our future,adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we maybe required to incur significant legal fees and other expenses related to any securities litigation or activist shareholder matters. Further,our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of anysecurities litigation or shareholder activism.

Our stock price may be volatile, which could result in securities class action litigation against us.

The market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factorsdescribed in this report, and other factors beyond our control, such as fluctuations in the valuation of companies perceived by investors tobe comparable to us and research analyst coverage about our business.

Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect themarket prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operatingperformance of those companies. These broad market and industry fluctuations, as well as general economic, political and marketconditions, such as recessions, interest rate changes or international currency fluctuations, have and may continue to affect the marketprice of our common stock.

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In the past, many companies that have experienced volatility in the market price of their stock have been subject to securitiesclass action litigation. We may become the target of this type of litigation in the future. Securities litigation against us could result insubstantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. See“Risks related to our business and industry—Our business and operations could be negatively affected if we become subject to anysecurities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of business strategy andimpact our stock price.”

Certain provisions of our articles of incorporation and bylaws and of Wisconsin law could prevent a takeover that shareholdersconsider favorable and could also reduce the market price of our stock.

Our articles of incorporation and our bylaws contain provisions that could delay or prevent a merger, acquisition or other changein control that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium fortheir shares. These provisions may also prevent or delay attempts by shareholders to replace or remove our current management ormembers of our board of directors.

General Risks

We rely on our information systems to conduct our business, and any failure to protect our information systems and otherconfidential information against cyber attacks or other information security breaches or any failure or interruption to the availabilityof our information systems could have a material adverse effect on our business.

The operation of our business depends on the efficient and uninterrupted operation of our and our service providers’ informationtechnology systems. Our information technology systems, and those of our service providers, may become unavailable or may fail toperform as anticipated, for any reason, including cyber attacks, loss of power, or human error. Information security risks have generallyincreased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetratorsof cyber attacks. Our and our service providers’ information technology systems have experienced, and may experience in the future,cyber attacks and other security incidents, and any significant interruption in or failure of our information systems, or those of our serviceproviders, or any breach of our or their information systems or other confidential information could disrupt our business, result in thedisclosure or misuse of confidential or proprietary information, damage our reputation, expose us to litigation, increase our costs or causelosses. As cyber and other information security threats continue to evolve, we may be required to expend additional resources to continueto enhance our information security measures or to investigate and remediate any information security vulnerabilities.

Additionally, the legal and regulatory environment surrounding information security and privacy in the United States isconstantly evolving. Violation or non-compliance with any of these laws or regulations, contractual requirements relating to data securityand privacy, or with our own privacy and security policies, either intentionally or unintentionally, or through the acts of intermediariescould have a material adverse effect on our brands, reputation, business, financial condition and results of operations, as well as subjectus to significant fines, litigation, losses, third-party damages and other liabilities.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We own the real estate of a substantial portion of our facilities, including, as of December 31, 2020, The Pfister Hotel, theHilton Milwaukee City Center, the Hilton Madison at Monona Terrace, the Grand Geneva Resort & Spa, Saint Kate – The Arts Hotel,The Lincoln Marriott Cornhusker Hotel, The Skirvin Hilton (majority ownership), and the majority of our theatres. We lease theremainder of our facilities. As of December 31, 2020, we also managed one hotel for a joint venture in which we have a minority interestand 10 hotels, resorts and other properties and one theatre that is owned by a third party. Additionally, we own properties acquired for thefuture construction and operation of new facilities. All of our properties are suitably maintained and adequately utilized to cover therespective business segment served.

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Our owned, leased and managed properties are summarized, as of December 31, 2020, in the following table:

Total Leased Managed ManagedNumber of from for forFacilities in Unrelated Related Unrelated

Business Segment Operation Owned(1) Parties(2) Parties Parties(2)

Theatres:Movie Theatres 89 49 39 0 1Family Entertainment Center 1 1 0 0 0Other Properties(3) 1 1 0 0 0

Hotels and Resorts: Hotels 16 6 1 1 8Resorts 1 1 0 0 0Other Properties(4) 3 0 2 0 1

Total 111 58 42 1 10

(1) Four of the movie theatres are on land leased from unrelated parties. One of the hotels is owned by a joint venture in which we arethe principal equity partner (60%).

(2) The 39 theatres leased from unrelated parties have a total of 417 screens, and the one theatre managed for an unrelated party has atotal of six screens. One UltraScreen adjacent to an owned theatre is leased from an unrelated party.

(3) Includes an 84,000 square foot retail center managed by our theatre division.

(4) Includes a vacation ownership development adjacent to the Grand Geneva Resort & Spa owned by Orange Lake Resort & CountryClub of Orlando, Florida for which we provide hospitality management services and two SafeHouse restaurants located inMilwaukee, Wisconsin and Chicago, Illinois, both of which we lease from an unrelated party and which are managed by our hotelsand resorts division.

Certain of the individual properties or facilities identified above are subject to purchase money or construction mortgages orcommercial lease financing arrangements, but we do not consider these encumbrances, individually or in the aggregate, to be material.

All of our operating property leases expire on various dates after the end of fiscal 2021 (assuming we exercise all of our renewaland extension options).

All 21 remaining Movie Tavern theatres acquired in February 2019 are leased from unrelated parties.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Each of our executive officers is identified below together with information about each officer’s age, position and employmenthistory for at least the past five years:

Name Position AgeStephen H. Marcus Chairman of the Board 85Gregory S. Marcus President and Chief Executive Officer 56Thomas F. Kissinger Senior Executive Vice President, General Counsel and Secretary 60Douglas A. Neis Executive Vice President, Chief Financial Officer and Treasurer 62Rolando B. Rodriguez Executive Vice President of The Marcus Corporation and

Chairman, President and Chief Executive Officer of MarcusTheatres Corporation

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Stephen H. Marcus has been our Chairman of the Board since December 1991. He served as our Chief Executive Officer fromDecember 1988 to January 2009 and as our President from December 1988 until January 2008. Mr. Marcus has worked at our companyfor 59 years.

Gregory S. Marcus joined our company in March 1992 as Director of Property Management/Corporate Development. He waspromoted in 1999 to our Senior Vice President – Corporate Development and became an executive officer in July 2005. He has served asour President since January 2008 and was elected our Chief Executive Officer in January 2009. He was elected to serve on our Board ofDirectors in October 2005. He is the son of Stephen H. Marcus, our Chairman of the Board.

Thomas F. Kissinger joined our company in August 1993 as our Secretary and Director of Legal Affairs. In August 1995, hewas promoted to our General Counsel and Secretary and in October 2004, he was promoted to Vice President, General Counsel andSecretary. In August 2013, he was promoted to Senior Executive Vice President, General Counsel and Secretary. He also formerly servedas interim President of Marcus Hotels & Resorts. Prior to August 1993, Mr. Kissinger was an associate with the law firm of Foley &Lardner LLP for five years.

Douglas A. Neis joined our company in February 1986 as Controller of the Marcus Theatres division and in November 1987, hewas promoted to Controller of Marcus Restaurants. In July 1991, Mr. Neis was appointed Vice President of Planning and Administrationfor Marcus Restaurants. In September 1994, Mr. Neis was also named as our Director of Technology and in September 1995 he waselected as our Corporate Controller. In September 1996, Mr. Neis was promoted to Chief Financial Officer and Treasurer. In August2018, Mr. Neis was promoted to Executive Vice President, Chief Financial Officer and Treasurer.

Rolando B. Rodriguez joined our company in August 2013 as our Executive Vice President and President and Chief ExecutiveOfficer of Marcus Theatres Corporation. Mr. Rodriguez served as Chief Executive Officer and President and as a board member of RaveCinemas in Dallas, Texas for two years until its sale in May 2013. Prior to May 2011, he served in various positions with Wal-Mart forfive years. He began his career in 1975 at AMC Theatres, serving for 30 years in various positions including senior vice president ofNorth American field operations, senior vice president food & beverage group and executive vice president, North America operationsservice. In January 2017, Mr. Rodriguez was named Chairman of Marcus Theatres Corporation.

Our executive officers are generally elected annually by our Board of Directors after the annual meeting of shareholders. Eachexecutive officer holds office until his successor has been duly qualified and elected or until his earlier death, resignation or removal.

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PART II

Item 5. Market for the Company’s Common Equity, Related Shareholder Matters and Issuer Repurchases of Equity Securities.

(a) Stock Performance Graph

The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be“filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 ofthe Securities and Exchange Act of 1934 and will not be deemed to be incorporated by reference into any filing under the Securities Actof 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a filing.

Set forth below is a graph comparing the annual percentage change during our last five full fiscal years in our cumulative totalshareholder return (stock price appreciation on a dividend reinvested basis) of our Common Shares to the cumulative total return of: (1) acomposite peer group index selected by us, and (2) companies included in the Russell 2000 Index. The composite peer group index iscomprised of the Dow Jones U.S. Hotels Index (weighted 35%) and a theatre index that we selected that includes Cinemark Holdings,Inc. and AMC Entertainment Holdings, Inc. (weighted 65%).

The indices within the composite peer group index are weighted to approximate the relative annual revenue contributions ofeach of our business segments to our total annual revenues over the past several fiscal years. The shareholder returns of the companiesincluded in the Dow Jones U.S. Hotels Index and the theatre index that we selected are weighted based on each company’s relativemarket capitalization as of the beginning of the presented periods.

From December 31, 2015 to December 31, 2020

12/31/15 12/29/16 12/28/17 12/27/18 12/26/19 12/31/20The Marcus Corporation $ 100.00 $ 169.69 $ 148.86 $ 214.48 $ 184.89 $ 76.93Russell 2000 Index 100.00 121.85 140.28 122.14 156.11 186.36Composite Peer Group Index(1) 100.00 128.75 130.06 135.67 87.68 87.68

(1) Weighted 35% for the Dow Jones U.S. Hotels Index and 65% for the Company-selected Theatre Index.

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(b) Market Information

Our Common Stock, $1 par value, is listed and traded on the New York Stock Exchange under the ticker symbol “MCS.” OurClass B Common Stock, $1 par value, is neither listed nor traded on any exchange.

On March 1, 2021, there were 1,138 shareholders of record of our Common Stock and 36 shareholders of record of our Class BCommon Stock.

(c) Stock Repurchases

The following table sets forth information with respect to purchases made by us or on our behalf of our Common Stock duringthe period indicated.

Maximum Total Number of Number of

Shares Shares that May Purchased as Yet be

Total Number of Part of Publicly PurchasedShares Average Price Announced Under the Plans

Period Purchased Paid per Share Programs(1) or Programs(1)

September 25 – October 29 — — — 2,718,994October 30 – November 26 — — — 2,718,994November 27 – December 31 — — — 2,718,994

Total — — — 2,718,994

(1) Through December 31, 2020, our Board of Directors had authorized the repurchase of up to 11.7 million shares of our outstandingCommon Stock. Under these authorizations, we may repurchase shares of our Common Stock from time to time in the open market,pursuant to privately negotiated transactions or otherwise. As of December 31, 2020, we had repurchased approximately 8.9 millionshares of our Common Stock under these authorizations. The repurchased shares are held in our treasury pending potential futureissuance in connection with employee benefit, option or stock ownership plans or other general corporate purposes. Theseauthorizations do not have an expiration date.

Item 6. Selected Financial Data.

Information for Item 6, Selected Financial Data, has been omitted pursuant to SEC modernization rules that are effective as ofthe filing date of this report.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

General

We report our consolidated and individual segment results of operations on a 52- or 53-week fiscal year ending on the lastThursday in December. We divide our fiscal year into three 13-week quarters and a final quarter consisting of 13 or 14 weeks. Ourprimary operations are reported in two business segments: theatres, and hotels and resorts.

Fiscal 2018 was a 52-week year, beginning on December 29, 2017 and ending on December 27, 2018. Fiscal 2019 was a 52-week year, beginning on December 28, 2018 and ending on December 26, 2019. Fiscal 2020 was a 53-week year, beginning onDecember 27, 2019 and ending on December 31, 2020.

Fiscal 2020 results by quarter were significantly impacted by the COVID-19 pandemic, which began late in our first fiscalquarter and impacted our results for the remainder of fiscal 2020. Under normal conditions, our first fiscal quarter typically produces theweakest operating results in our hotels and resorts division due primarily to the effects of reduced travel during the winter months. Thequality of film product in any given quarter typically impacts the operating results in our theatre division. Our second and third fiscalquarters generally produce our strongest operating results because these periods coincide with the typical summer seasonality of themovie theatre industry and the summer strength of the lodging business. Due to the fact that the week between Christmas and NewYear’s Eve is historically one of the strongest weeks of the year for our theatre division, the specific timing of the last Thursday inDecember impacts the results of our fiscal first and fourth quarters in that division, particularly when we have a 53-week year.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) generally discussesfiscal 2020 and fiscal 2019 items and year-to-year comparisons between fiscal 2020 and fiscal 2019. Discussions of fiscal 2018 items andyear-to-year comparisons between fiscal 2019 and fiscal 2018 that are not included in this MD&A can be found in “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form10-K for the fiscal year ended December 26, 2019.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic has had an unprecedented impact on the world and both of our business segments. The situationcontinues to be volatile and the social and economic effects are widespread. As an operator of movie theatres, hotels and resorts,restaurants and bars, each of which consists of spaces where customers and guests gather in close proximity, our businesses aresignificantly impacted by protective actions that federal, state and local governments have taken to control the spread of the pandemic,and our customers’ reactions or responses to such actions. These actions have included, among other things, declaring national and stateemergencies, encouraging social distancing, restricting freedom of movement and congregation, mandating non-essential businessclosures, issuing curfews, limiting business capacity, mandating mask-wearing and issuing shelter-in-place, quarantine and stay-at-homeorders.

As a result of these measures, we temporarily closed all of our theatres on March 17, 2020, and did not generate any significantrevenues from our theatre operations during our fiscal 2020 second quarter and the first two months of our fiscal 2020 third quarter(other than revenues from six theatres opened on a very limited basis in June 2020 primarily to test new operating protocols, five parkinglot cinemas, and some limited online and curbside sales of popcorn, pizza and other assorted food and beverage items). As of August 28,2020, we had reopened approximately 80% of our theatres, although seating capacity at our reopened theatres has been temporarilyreduced in response to COVID-19 as a way to ensure proper social distancing. In October 2020, we temporarily closed several theatresdue to changes in the release schedule for new films, reducing our percentage of theatres open to approximately 66%. In November2020, new state and local restrictions in several of our markets required us to temporarily reclose several theatres, and as a result,approximately 52% of our theatres were open as of December 31, 2020. Subsequent to year-end, several of these new restrictions werelifted and as of the date of this report, approximately 69% of our theatres are currently open with temporarily reduced seating capacity inresponse to COVID-19. Temporarily closed theatres are ready to quickly reopen as restrictions are lifted, new films are released anddemand returns.

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We also temporarily closed all of our hotel division restaurants and bars at approximately the same time as our theatres andclosed five of our eight company-owned hotels and resorts on March 24, 2020 due to a significant reduction in occupancy at those hotels.We closed our remaining three company-owned hotels in early April 2020. We re-opened four of our company-owned hotels and severalof our restaurants and bars during June 2020. We reopened three additional company-owned hotels during our fiscal 2020 third quarterand we reopened our remaining company-owned hotel in November 2020. As such, as of December 31, 2020, all eight of our company-owned hotels and all but one of our managed hotels are open. The majority of our restaurants and bars in our hotels and resorts are alsonow open, operating under applicable state and local restrictions and guidelines. The majority of our hotels and restaurants are generatingsignificantly reduced revenues as compared to prior years.

Maintaining and protecting a strong balance sheet has always been a core philosophy of The Marcus Corporation during our 85-year history. As a result, we believe we entered the global COVID-19 crisis with a strong financial position. At the end of fiscal 2019,our debt-to-capitalization ratio was 0.26. Despite the majority of our theatres being closed during most of the second and third quartersof fiscal 2020, our hotels being closed during most of the second quarter and portions of the third quarter of fiscal 2020, and both of ourbusinesses operating at significantly reduced attendance and occupancy levels during the fourth quarter of fiscal 2020, our financialposition remains strong. As of December 31, 2020, our debt-to-capitalization ratio was 0.37, which is equal to or lower than the sameratio we had at seven of our last 10 fiscal year-ends.

Despite our strong financial position, the COVID-19 pandemic has had and is expected to continue to have adverse effects onour business, results of operations, cash flows, financial condition, access to credit markets and ability to service our existing and futureindebtedness. In light of the COVID-19 pandemic and in keeping with our core philosophies, we have been working to preserve cash andensure sufficient liquidity to endure the impacts of the global pandemic, even if prolonged. On April 29, 2020, we entered into the FirstAmendment to Credit Agreement (the “First Amendment”) which amended our existing credit agreement dated January 9, 2020 (theCredit Agreement, as amended by the First Amendment and the Second Amendment, as defined below, the “Credit Agreement”). TheFirst Amendment provided a new $90.8 million 364-day Senior Term Loan A (the “Term Loan A”) to further support our balance sheet.We used the proceeds from the Term Loan A to repay borrowings under the Credit Agreement, to pay costs and expenses related to theFirst Amendment, and for general corporate purposes. On July 22, 2020, we repaid $55 million of borrowings under our revolving creditfacility. On September 15, 2020, we entered into the Second Amendment to Credit Agreement (the “Second Amendment”) whichamended the Credit Agreement and, among other things, extended the maturity date of the Term Loan A to September 22, 2021.

In addition, on September 22, 2020, we received $100.05 million of gross proceeds from the issuance of Convertible SeniorNotes due 2025 (the “Convertible Notes”). We used a portion of the proceeds from the Convertible Notes to enter into privatelynegotiated capped call transactions with certain financial institutions in order to reduce the potential dilution to our common stock uponany conversion of the Convertible Notes. We used the remaining proceeds from the Convertible Notes to repay borrowings under theCredit Agreement, to pay costs and expenses related to the Convertible Notes, and for general corporate purposes. Our net proceedsfrom this offering were approximately $78.6 million (after deducting estimated fees and expenses related to the offering and the cost ofthe capped call transactions). This additional financing further enhanced our liquidity, and combined with the expected receipt of incometax refunds, state grants and proceeds from the sale of surplus real estate (discussed below), we believe we are positioned to repay theTerm Loan A in September 2021 and continue to sustain our operations throughout fiscal 2021 and into fiscal 2022, even if ourproperties continue to generate significantly reduced revenues throughout fiscal 2021. As of December 31, 2020, we had a cash balanceof approximately $7 million and $220 million of availability under our $225 million revolving credit facility.

Since the COVID-19 pandemic began, we have been working proactively to preserve cash. In addition to temporarilysuspending our quarterly dividend payments as required by the Credit Agreement, additional measures we took during all or portions offiscal 2020 to enhance our liquidity included:

● Discontinuing all non-essential operating and capital expenditures;

● Temporarily laying off the majority of our hourly theatre and hotel associates, in addition to temporarily reducing propertymanagement and corporate office staff levels;

● Temporarily reducing the salary of our chairman and our president and chief executive officer by 50%, as well astemporarily reducing the salary of all other executives and remaining divisional/corporate staff;

● Temporarily eliminating all board of directors cash compensation;

● Actively working with landlords and major suppliers to modify the timing and terms of certain contractual payments;

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● Evaluating the provisions of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) andutilizing the benefits, relief and resources under those provisions as appropriate; and

● Evaluating the provisions of a COVID Relief Bill signed by the President on December 27, 2020 and any subsequentfederal or state legislation enacted as a response to the COVID-19 pandemic.

After reviewing certain provisions of the CARES Act, we filed income tax refund claims of $37.4 million in the third quarter offiscal 2020, with the primary benefit derived from several accounting method changes and new rules for qualified improvement propertyand net operating loss carrybacks. Early in our fiscal 2020 fourth quarter, we received $31.5 million of the requested tax refunds. Weexpect to receive the remaining $5.9 million of tax refunds during the first quarter of fiscal 2021. We also expect to apply a significantportion of our tax loss incurred in fiscal 2020 to prior year income, resulting in an anticipated tax refund of approximately $21.0 millionin fiscal 2021 when our fiscal 2020 tax return is filed (with additional tax loss carryforwards that may be used in future years).

During the fourth quarter of fiscal 2020, a number of states elected to provide grants to certain businesses most impacted by theCOVID-19 pandemic, utilizing funds received by the applicable state under provisions of the CARES Act. As a result, grants from sevenstates totaling $5.8 million were awarded to a significant number of our theatres and grants from two states totaling $1.2 million wereawarded to several of our hotels. The $7.0 million of total grants are reported as an offset to “other operating expenses” on our earnings(loss) statement. As of December 31, 2020, we had received approximately $2.1 million of these grants, and the remaining $4.9 millionwas received in January 2021. Early in fiscal 2021, we were awarded an additional $1.3 million in theatre grants from another state.

In addition, 11 of our subsidiaries successfully applied for and received a cumulative total of approximately $13.5 million infunds under the CARES Act Paycheck Protection Program (PPP) that allowed our subsidiaries to rehire many of our hotel associates foreight weeks during the second quarter of fiscal 2020, as well as fund certain other qualifying expenses (described in detail in the Hotelsand Resorts section of this MD&A). Approximately $10.1 million of these funds were used by our subsidiaries to fund qualifyingexpenses, the majority of which we would not have incurred otherwise (i.e., the rehiring of laid off hotel associates despite theunderlying hotels being temporarily closed). Cumulatively, approximately $9.1 million, or 90% of the qualifying expenses paid withthese PPP loan proceeds benefitted associates and did not impact the operating loss of the hotels and resorts division. The remainingapproximately $1.0 million of qualified expenses paid were used by our subsidiaries to offset rent expense, utility costs and mortgageinterest expense. Approximately $3.4 million of the cumulative PPP loan proceeds were not used on qualifying expenses as of December31, 2020 and contributed to the increase in net cash provided by financing activities during fiscal 2020 compared to the prior year. Webelieve the portion of the PPP loan proceeds used by our subsidiaries for qualifying expenses will be forgiven under the current terms ofthe CARES Act. The receipt of these funds, and the forgiveness of the loans accompanying these funds, is dependent on us havinginitially qualified for the PPP loan proceeds and qualifying for the forgiveness of the PPP loan proceeds based on our future adherence tothe forgiveness criteria established by the Small Business Administration. We believe we met the initial qualification for the loans andwe believe we will continue to meet the requirements for forgiveness of qualified expenses.

The Credit Agreement also allows us to consider additional borrowings from governmental authorities under provisions of theCARES Act or any other subsequent governmental actions that we could avail ourselves of if we deemed it necessary and appropriate. Although we have sought and obtained, and intend to continue to seek, any available potential benefits under the CARES Act, includingthose described above, we cannot predict the manner in which such benefits will be allocated or administered, and we cannot assure thatwe will be able to access such benefits in a timely manner or at all. We also cannot assure that potential benefits under the CARES Actwill not be amended or eliminated under any subsequent governmental actions.

It is also important to note our significant real estate ownership. In addition to our owned hotels, unlike most of our peers, weown the underlying real estate for the majority of our theatres (representing over 60% of our screens), thereby reducing our monthlyfixed lease payments. We believe this real estate ownership is a significant advantage for us relative to our peers, as it enables us toquickly react to changing theatre trends without requiring landlord approval for necessary changes, keeps our monthly fixed leasepayments low and provides significant underlying credit support for our balance sheet. We also own surplus real estate and other non-core real estate that may be monetized in future periods if opportunities arise. During the fourth quarter of fiscal 2020, we sold two landparcels and a former budget theatre, generating total proceeds of approximately $3.0 million. As of December 31, 2020, we had letters ofintent or contracts to sell several pieces of real estate with a carrying value of $4.1 million and we believe we may receive total salesproceeds from real estate sales during the next 12-18 months totaling approximately $10-$40 million, depending upon demand for thereal estate in question.

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The COVID-19 pandemic and the fact that all of our theatres and the majority of our hotels were closed as of the end of ourfiscal 2020 first quarter, required us to review many of the assets on our balance sheet as of March 26, 2020. As a result, we increasedour allowances for bad debts and wrote off a portion of our food inventories in both our theatre and hotels and resorts divisions. Wereviewed our indefinite life trade name intangible asset and determined that, as a result of a change in circumstances, the carrying valueexceeded fair value, and we reported a pre-tax impairment charge of $2.2 million during the first quarter of fiscal 2020. We reviewed ourlong-lived assets, including property and equipment and operating lease right-of-use assets, for impairment due to the change incircumstances and determined that an additional pre-tax impairment charge of $6.5 million was required during the first quarter of fiscal2020 for several theatre properties. We reviewed goodwill at the theatre reporting unit level and determined that the fair value of ourtheatre reporting unit exceeded our carrying value as of March 26, 2020 and thus was not impaired as of that date. Additionally, wereviewed each of these asset types described above as of September 24, 2020, the end of our third quarter of fiscal 2020, and concludedthat no additional impairment charges were required at that time for goodwill and our indefinite life trade name intangible asset. We did,however, conclude that an additional pre-tax impairment charge of $765,000 was required during the third quarter of fiscal 2020 forseveral theatre properties. During the third quarter of fiscal 2020, we determined that the fair value of our equity method investment in ahotel joint venture was less than its carrying value and recorded an other-than-temporary impairment loss of approximately $811,000. Lastly, we once again reviewed each of these asset types described above as of December 31, 2020, the end of our fiscal 2020, andconcluded that an additional impairment charge of $400,000 was required for our indefinite life trade name intangible asset. We alsoconcluded that an additional pre-tax impairment charge of $14.8 million was required during the fourth quarter of fiscal 2020 for severaltheatre properties, due in part to the fact that several leased theatres have not reopened yet and a planned new theatre project wasabandoned. No impairment charges were required at the end of fiscal 2020 for goodwill.

As a result of temporarily closing the majority of our properties, we also incurred approximately $5.5 million of nonrecurringexpenses during the first quarter of fiscal 2020 related primarily to salary continuation payments to employees temporarily laid off. Weincurred an additional $3.0 million of nonrecurring expenses during the second quarter of fiscal 2020, including additional payments toand on behalf of laid off employees and additional allowances for bad debts (including the write-off of deferred expenses for a hoteltenant who vacated space because of the COVID-19 pandemic). Nonrecurring expenses during the fiscal 2020 second quarter alsoincluded extensive cleaning costs, operating supplies and employee training, among other items, related to the reopening of selectedtheatre and hotel properties and implementing new operating protocols (described in greater detail below). We incurred an additional$1.6 million and $1.4 million of nonrecurring expenses during the third and fourth quarters of fiscal 2020, respectively, primarily relatedto additional reopening costs of selected theatre and hotel properties, as well as additional payments to and on behalf of laid offemployees. In total, we estimate we incurred approximately $11.5 million in nonrecurring expenses related to the above-described itemsduring fiscal 2020.

As part of our reopening experience in our theatres, we have introduced our “Movie STAR” approach, which incorporates newhealth and safety measures and is in alignment with the Centers for Disease Control and Prevention (“CDC”) guidelines. Everyone canbe a Movie STAR and play a role in creating a safe environment with social distancing (S); thorough cleaning (T); app and websiteordering of tickets, food and concessions for no-to-low contact interactions (A); and respecting each other by following these newprotocols (R). Specific measures we have implemented in conjunction with the reopening of theatres include, but are not limited to:

● Initially reducing each theatre auditorium’s capacity by 50% (or lower depending upon specific local or state restrictions)and implementing a checkerboard seating pattern that will allow guests to reserve seats together with two empty seatsbetween groups to allow for proper social distancing in accordance with CDC guidelines;

● Staggering showtimes to limit the number of people in common areas of the theatre and allowing extra time between showsfor thorough cleanings;

● Requiring masks to be worn by guests except for when they are eating or drinking in the auditoriums;

● Conducting associate wellness checks and requiring the use of face masks, as well as gloves as appropriate, during theassociate’s shift;

● Increasing frequency of cleaning (especially high-touch surfaces), providing hand sanitizer throughout the theatre andintroducing signage to encourage proper social distancing;

● Encouraging guests to purchase their tickets online or via the Marcus Theatres app;

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● Encouraging low-contact food ordering through the Marcus Theatres app and website, with food orders picked up at adesignated area within the theatre; and

● Introducing Marcus Private Cinema, allowing a guest to purchase an entire auditorium for up to 20 of their friends andfamily for a fixed charge.

We expect policies and guidelines will continue to evolve with time and will be assessed and updated on an ongoing basis. Weopened our initial six theatres with reduced operating days (Fridays, Saturdays, Sundays and Tuesdays) and reduced operating hours. Inlate August, when we initially reopened the majority of our theatres, we returned to more standard operating hours and days. As thequantity of new film releases subsided in September 2020, we began reducing our operating hours and days and currently have returnedto being open only on weekends and Tuesdays (with expanded hours/days during selected holiday time periods). While we wereshowing and continue to show older “library” film product, admission to those movies is only $5, with no upcharges. As new movies arereleased, we have returned to standard pricing for those movies. As more new movies are released, we currently expect to return tostandard operating days, hours and pricing, although likely with reduced seating capacity initially.

A reduction in capacity does not necessarily translate to an equal reduction in potential revenues. Reduced capacity maypotentially impact attendance on $5 Tuesdays and on opening weekends of major new film releases, but other showings may berelatively unaffected given normal attendance counts. Based upon our past experience, we believe that customers impacted on those $5Tuesdays and opening weekends may adapt to reduced seat availability by shifting their attendance to different days and times of day. Inaddition, as new films are first released, we anticipate dedicating a larger number of auditoriums to the blockbuster films to increaseseating capacity for those movies.

We believe that the exhibition industry has historically fared well during recessions, and we remain optimistic that the industrywill rebound and benefit from pent-up social demand as a large percentage of the population is vaccinated, home sheltering subsides andpeople seek togetherness with a return to normalcy. A return to “normalcy” may span multiple months driven by staggered theatreopenings due to government limits, reduced operating hours, lingering social distancing requirements, the timing of the vaccinationrollout in each state and a gradual ramp-up of consumer comfort with public gatherings. We are very encouraged by the recentperformance of theatres in markets such as China and Japan, where the impact of the COVID-19 pandemic has lessened. As describedfurther below in the Theatres section of this MD&A, a significant number of films originally scheduled to be released through March2021 have been delayed until later in fiscal 2021 or fiscal 2022, further increasing the quality and quantity of films expected to beavailable during those future time periods.

There has been some speculation that the COVID-19 pandemic may result in a change in how film studios distribute theirproduct in the future, including accelerating the release of films on alternate distribution channels such as premium video-on-demand(“PVOD”) and streaming services. In several cases, films that were scheduled to be released to theatres have instead been releaseddirectly to these alternate channels. In the case of one studio, an agreement was reached with several large exhibitors, includingourselves, that includes a 17-day PVOD window for certain films and a 31-day window for certain more successful films. Theagreement with this studio did not change the window for release for “free” viewing on streaming services. In addition, recently onestudio announced that it intended to release all of its 2021 films theatrically and on its proprietary streaming service on the same day anddate. This studio indicated that its actions were primarily a response to the immediate circumstances of movie theatres being closed ornegatively impacted by governmental restrictions worldwide (including important markets such as New York and Los Angeles) and doesnot necessarily reflect a change in permanent distribution plans. This same studio has subsequently announced plans to distribute severalfilms in 2022 and 2023 exclusively in theatres. The vast majority of films with greater expected box office potential from the remainingstudios have been delayed rather than released early and comments from the film community in general have been very supportive of theimportance of the theatrical experience. Specific release models are negotiated with distributors and exhibitors individually and webelieve any changes to the existing financial model between exhibitors and film studios would likely only become a workable industry-wide model with the support of many exhibitors and distributors after each group evaluates the potential risks and benefits appropriately.The exhibition industry is an $11-$12 billion industry in the U.S. and approximately $40 billion worldwide, and the film studios derive asignificant portion of their return on investment in film content from theatrical distribution. We believe distributing films in a movietheatre will continue to be an important component of their business model.

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When we closed our hotels, it was not because of any governmental requirements to close. Our restaurants and bars within ourhotels were required to close, but the hotels themselves were considered “essential businesses” under most definitions. We closed ourhotels due to a significant drop in demand that made it financially prudent for us to close rather than stay open. As a result, the timing ofreopening our hotels and resorts was driven by demand, as individual and business travelers began to travel more freely once again. Thefuture economic environment will have a significant impact on the pace of our return to “normal” hotel operations. After past eventssuch as the terrorist attacks on September 11, 2001 and the 2008 financial crisis, hotel demand softened for a period of time, particularlyamong business transient and group business travelers as travel budgets tightened in uncertain economic times. Whether the return tomore normal demand is relatively rapid, as it was after September 11, 2001, or occurs over the course of one or more years, as it wasafter the 2008 financial crisis, is unknown at this time.

Late in our fiscal 2020 second quarter, we reopened several of our hotels (including several of our restaurants and bars),beginning with The Pfister® Hotel on June 8, followed by the Grand Geneva® Resort & Spa, the Hilton Madison Monona Terrace andThe Skirvin Hilton hotel in subsequent weeks in June. We reopened the Hilton Milwaukee City Center hotel, the AC Hotel ChicagoDowntown and The Lincoln Marriott Cornhusker Hotel during our fiscal 2020 third quarter and we reopened Saint Kate® – The ArtsHotel (the “Saint Kate”) during our fiscal 2020 fourth quarter. As expected, the primary initial customer for hotels has come from the“drive-to leisure” market, as air travel remains significantly reduced and the number of transient and group business customers will likelyremain limited in the near term. We will continue to monitor market demand and adjust our operating plans as appropriate.

Overall hotel occupancy in the U.S. has slowly increased since the initial onset of the COVID-19 pandemic in March 2020. Most current demand continues to come from the drive-to leisure segment. Most organizations implemented travel bans at the onset ofthe pandemic and are currently only allowing essential travel, which will likely limit business travel in the near term. Our company-owned hotels experienced a significant decrease in group bookings for fiscal 2020 compared to fiscal 2019. As of the date of this report,our group room revenue bookings for fiscal 2021 - commonly referred to in the hotels and resorts industry as “group pace” - is runningsignificantly behind where we were last year at this time for fiscal 2020, with the largest portion of that decline in Milwaukee becauselast year’s group bookings included bookings in anticipation of Milwaukee hosting the Democratic National Convention (“DNC”) in July2020. Banquet and catering revenue pace for fiscal 2021 is also running behind where we were last year at this same time for fiscal2020, but not as much as group room revenues, due in part to increases in wedding bookings. Many of our cancelled group bookings dueto COVID-19 are re-booking for future dates, excluding one-time events that could not rebook for future dates such as those connected tothe DNC. However, some group bookings for the first half of fiscal 2021 have subsequently canceled or postponed their event, and wecannot predict to what extent any of our hotel bookings will be canceled or rescheduled due to COVID-19 or otherwise.

Like our theatres, in response to the COVID-19 pandemic, we reopened our hotels with new operating protocols. This includesthe introduction of our CleanCare Pledge that incorporates the best industry practices and protocols for operating our hotels, resorts, spas,golf courses and restaurants with an enhanced focus on cleanliness, sanitization and safety. Key elements and examples of the CleanCarePledge include:

● Introducing new processes and easy-to-use technology to create a low-to-no contact experience;

● Incorporating social distancing into processes and various spaces;

● Outfitting associates with masks and gloves, and making masks available for guests; and

● Enhanced cleaning and sanitization protocols that go beyond leading hospitality industry standards and CDC guidelines.

We cannot assure that the impact of the COVID-19 pandemic will not continue to have a material adverse effect on both ourtheatre and hotels and resorts businesses, results of operations, cash flows, financial condition, access to credit markets and ability toservice our existing and future indebtedness.

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Implementation of New Accounting Standards

During fiscal 2019, we adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), intended to improvefinancial reporting related to leasing transactions. ASU No. 2016-02 requires a lessee to recognize a right-of-use (“ROU”) asset and alease liability for most leases. The new guidance requires disclosures to help investors and other financial statement users betterunderstand the amount, timing and uncertainty of cash flows arising from the leases. Leases are now classified as finance or operating,with classification affecting the pattern and classification of expense recognition in the consolidated statements of net earnings (loss).ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, amended ASU No. 2016-02 and allows entities the option to initiallyapply Topic 842 at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in theperiod of adoption. We adopted the new accounting standard as of the first day of fiscal 2019 using the modified retrospective approach,which resulted in the cumulative effect of adoption recognized at the date of application, rather than as of the earliest period presented.As a result, no adjustment was made to prior period financial information and disclosures.

In conjunction with the adoption of the new standard, companies were able to elect several practical expedients to aid in thetransition to Topic 842. We elected the package of practical expedients which permits us to forego reassessment of our prior conclusionsrelated to lease identification, lease classification and initial direct costs. Topic 842 also provides practical expedients for an entity’songoing accounting. We elected the practical expedient to not separate lease and non-lease components for all of our leases. We alsomade a policy election not to apply the lease recognition requirements for short-term leases. As a result, we do not recognize ROU assetsor lease liabilities for short-term leases that qualify for the policy election (those with an initial term of 12 months or less which do notinclude a purchase or renewal option which is reasonably certain to be exercised), but instead recognize these lease payments as leasecosts on a straight-line basis over the lease term.

Adoption of this new standard resulted in a material impact related to the recognition of ROU assets and lease liabilities on theconsolidated balance sheet for assets currently subject to operating leases. We recognized lease liabilities representing the present valueof the remaining future minimum lease payments for all of our operating leases as of December 28, 2018 of $81.5 million. Werecognized ROU assets for all assets subject to operating leases in an amount equal to the operating lease liabilities, adjusted for thebalances of long-term prepaid rent, favorable lease intangible assets, deferred lease expense, unfavorable lease liabilities and deferredlease incentive liabilities as of December 28, 2018.

The adoption of the new standard did not have a material effect on our consolidated statements of net earnings (loss).

Consolidated Financial Comparisons

The following table sets forth revenues, operating income (loss), other income (expense), net earnings (loss) and net earnings(loss) per common share for the past three fiscal years (in millions, except for per share and percentage change data) :

Change F20 v. F19 Change F19 v. F18 F2020 F2019 Amt. Pct. F2018 Amt. Pct.

Revenues $ 237.7 $ 820.9 $ (583.2) (71.0)% $ 707.1 $ 113.8 16.1 %Operating income (loss) (178.4) 68.2 (246.6) (361.7)% 83.2 (15.0) (18.0)%Other income (expense) (17.4) (13.8) (3.6) (26.3)% (16.6) 2.8 17.1 %Net earnings attributable to noncontrolling interests — 0.1 (0.1) (123.5)% 0.1 — — %Net earnings (loss) attributable to The Marcus

Corporation $ (124.8) $ 42.0 $ (166.8) (397.1)% $ 53.4 $ (11.4) (21.3)%Net earnings (loss) per common share - diluted $ (4.13) $ 1.35 $ (5.48) (405.9)% $ 1.86 $ (0.51) (27.4)%

Fiscal 2020 versus Fiscal 2019

Revenues, operating income (loss), net earnings (loss) attributable to The Marcus Corporation and net earnings (loss) percommon share all decreased during fiscal 2020 compared to fiscal 2019 due to the temporary closing of all of our theatres and hotels andsubsequent significant reduction of revenues upon reopening a majority of our theatres and hotels as a result of the COVID-19 pandemicas described above. Both of our operating divisions were negatively impacted by nonrecurring expenses during fiscal 2020 and fiscal2019. Net earnings (loss) attributable to The Marcus Corporation during fiscal 2020 was negatively impacted by increased interestexpense compared to fiscal 2019 and benefited from a substantial tax benefit provided for by the CARES Act.

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Our operating performance during fiscal 2020 was negatively impacted by nonrecurring expenses totaling approximately $11.5million, or approximately $0.27 per diluted common share, including payments to and on behalf of laid off employees. Nonrecurringexpenses during fiscal 2020 also included extensive cleaning costs, supply purchases and employee training, among other items, relatedto the reopening of selected theatre and hotel properties and implementing new operating protocols (described in greater detail above). In addition, impairment charges related to intangible assets and several theatre locations negatively impacted our fiscal 2020 operatingloss by approximately $24.7 million, or approximately $0.59 per diluted common share. Conversely, our operating performance duringfiscal 2020 was favorably impacted by nonrecurring state governmental grants totaling approximately $7.0 million, or approximately$0.17 per diluted common share, and net insurance proceeds of approximately $1.8 million, or approximately $0.04 per diluted commonshare, related to COVID-19 pandemic related insurance claims. Our additional 53rd week of operations contributed approximately $5.1million in revenues and did not have a material impact on our operating loss or net loss during fiscal 2020.

On February 1, 2019, we acquired the assets of Movie Tavern®, a New Orleans-based industry leading circuit known for its in-theatre dining concept (the “Movie Tavern Acquisition”). Now branded Movie Tavern by Marcus, the acquired circuit consisted of 208screens at 22 locations in nine states – Arkansas, Colorado, Georgia, Kentucky, Louisiana, New York, Pennsylvania, Texas and Virginia. The purchase price consisted of $30 million in cash, subject to certain adjustments, and 2,450,000 shares of our common stock for a totalpurchase price of approximately $139 million, based upon our closing share price on January 31, 2019. Excluding acquisition andpreopening expenses, the acquisition did not have a material impact on operating income during fiscal 2019. Acquisition and preopeningexpenses related to the Movie Tavern Acquisition and the opening of a newly built Movie Tavern theatre in Brookfield, Wisconsinnegatively impacted our operating income during fiscal 2019 by approximately $2.5 million, or $0.06 per diluted common share. Animpairment charge related to a specific theatre location negatively impacted our fiscal 2019 operating income by approximately $1.9million, or $0.04 per diluted common share.

We closed the InterContinental Milwaukee hotel in early January 2019 and began a substantial renovation project that convertedthis hotel into an experiential arts hotel named Saint Kate – The Arts Hotel. The newly renovated hotel reopened during the first week ofJune 2019 (although a portion of the rooms and food and beverage outlets didn’t fully open until later in the month). Revenues from ourhotels and resorts division during fiscal 2019 were unfavorably impacted by the closing of the hotel for nearly six months for renovationand the negative impact of comparing a newly-opened independent hotel (i.e., the Saint Kate) to a stabilized branded hotel (i.e., theInterContinental Milwaukee) in the prior year. Division revenues during fiscal 2019 were also negatively impacted by a majorrenovation that occurred at our Hilton Madison hotel during the first half of fiscal 2019. Our operating income from our hotels andresorts division during fiscal 2019 was negatively impacted by preopening expenses and initial start-up losses related to the Saint Katehotel closure and conversion. These costs totaled approximately $6.8 million, or $0.16 per diluted common share, during fiscal 2019.

Operating losses from our corporate items, which include amounts not allocable to the business segments, decreased duringfiscal 2020 compared to fiscal 2019 due in part to reduced bonus and donation expenses as a result of operating losses during fiscal 2020.Operating losses from corporate items also decreased during fiscal 2020 due to measures taken to increase liquidity, including reductionsin corporate staff, reductions in the salaries of executives and corporate staff and the suspension of board cash compensation. Operatinglosses from our corporate items were also favorably impacted during fiscal 2020 by the net insurance proceeds of $1.8 million describedabove.

We recognized investment income of $564,000 during fiscal 2020 compared to investment income of $1.4 million during fiscal2019. Investment income includes interest earned on cash and cash equivalents, as well as increases/decreases in the value of marketablesecurities and increases in the cash surrender value of a life insurance policy. A significant market decline arising from the COVID-19pandemic during the first quarter of fiscal 2020 was offset by a market recovery later in fiscal 2020, but investment income was largerduring fiscal 2019 due to more significant increases in the value of marketable securities and due to the fact that we had more marketablesecurities in fiscal 2019 compared to fiscal 2020. Investment income during fiscal 2021 may vary compared to fiscal 2020, primarilydependent upon changes in the value of marketable securities.

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Interest expense totaled $16.3 million during fiscal 2020, an increase of $4.5 million, or 38.0%, compared to interest expense of$11.8 million during fiscal 2019. The increase in interest expense during fiscal 2020 was due in part to increased borrowings and anincrease in our average interest rate, as discussed in the Liquidity section of this MD&A below. In addition, interest expense increasedduring fiscal 2020 due to the fact that we incurred approximately $2.2 million in noncash amortization of debt issuance costs anddiscount on convertible notes, compared to approximately $300,000 of such costs during fiscal 2019. During fiscal 2021, we estimatethat noncash amortization of debt issuance costs will be approximately $2.0 million, excluding the impact of any new debt issuancecosts. On January 1, 2021, we elected to early adopt ASU No. 2020-06 (described in the “Accounting Changes” section below), whichwill result in the elimination of noncash discount on convertible notes during fiscal 2021. We expect our interest expense to increaseduring fiscal 2021, however, due to increased borrowings and an increase in our average interest rate. Changes in our borrowing levelsdue to variations in our operating results, capital expenditures, acquisition opportunities (or the lack thereof) and asset sale proceeds,among other items, may impact, either favorably or unfavorably, our actual reported interest expense in future periods, as may changes inshort-term interest rates.

We incurred other expense of $1.0 million during fiscal 2020, a decrease of approximately $900,000, or 48.7%, compared toother expense of $1.9 million during fiscal 2019. Other expense consists primarily of the non-service cost components of our periodicpension costs. During fiscal 2020, other expense was partially offset by other income of approximately $1.4 million related to the receiptof Movie Tavern Acquisition escrow funds returned to us in conjunction with a negotiated early release of remaining escrow funds to theseller. Based upon information from an actuarial report for our pension plans, we expect other expense to be approximately $2.5 millionduring fiscal 2021.

We reported net gains on disposition of property, equipment and other assets of approximately $900,000 during fiscal 2020,compared to net losses on disposition of property, equipment and other assets of $1.1 million during fiscal 2019. The net gains ondisposition of property, equipment and other assets during fiscal 2020 were due primarily to the sale of two surplus land parcels and onetheatre, partially offset by losses on items disposed of during the year by both divisions. The net losses during fiscal 2019 were dueprimarily to losses related to old theatre seats and other items disposed of in conjunction with theatre renovations. The timing of ourperiodic sales and disposals of property, equipment and other assets results in variations each year in the gains or losses that we report ondispositions of property, equipment and other assets. We anticipate the potential for additional disposition gains or losses from periodicsales of property, equipment and other assets, during fiscal 2021 and beyond, as discussed in more detail in the “Current Plans” section ofthis MD&A.

We reported equity losses from an unconsolidated joint venture of approximately $1.5 million and $274,000, respectively,during fiscal 2020 and fiscal 2019. The equity losses during both fiscal years consisted of our pro-rata share of losses from the OmahaMarriott Downtown at The Capitol District hotel in Omaha, Nebraska (the “Omaha Marriott”) – a hotel we manage and in which we hada 10% minority ownership interest. The loss increased during fiscal 2020 due to increased losses from the hotel and an other-than-temporary impairment loss of approximately $811,000 in which we determined that the fair value of our equity method investment in thehotel joint venture was less than its carrying value. The Omaha Marriott has actually performed well historically from an operationalperspective, but has experienced overall losses due to depreciation and interest expense, further exasperated by the COVID-19 pandemic.Early in fiscal 2021, pursuant to a recapitalization of the hotel, we surrendered our ownership interest in this property. We will continueto manage the hotel. We currently do not expect any equity earnings or losses from unconsolidated joint ventures during fiscal 2021,unless we increase the number of joint ventures in which we participate during fiscal 2021.

The operating results of one majority-owned hotel, The Skirvin Hilton, are included in the hotels and resorts division revenueand operating income (loss) during fiscal 2020 and fiscal 2019, and the after-tax net earnings or loss attributable to noncontrollinginterests is deducted from or added to net earnings (loss) on the consolidated statements of earnings (loss). As a result of thenoncontrolling interest balance reaching zero during the second quarter of fiscal 2020, we do not expect to report additional net lossesattributable to noncontrolling interests in future periods until the hotel returns to profitability.

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We reported an income tax benefit during fiscal 2020 of $70.9 million, compared to income tax expense of $12.3 million duringfiscal 2019. The large income tax benefit during fiscal 2020 was primarily the result of the significant losses before income taxesincurred as a result of the closing of the majority of our properties in March 2020 and the subsequent reduction in our operatingperformance due to the COVID-19 pandemic. Our fiscal 2020 income tax benefit was also favorably impacted by an adjustment ofapproximately $20.1 million, or approximately $0.65 per share, resulting from several accounting method changes, the March 27, 2020signing of the CARES Act and a provision of a COVID Relief stimulus bill passed in December 2020 that allows us to deduct the $10.1million of qualified expenses paid for by PPP loans discussed above. One of the provisions of the CARES Act allows our 2019 and 2020taxable losses to be carried back to prior fiscal years during which the federal income tax rate was 35% compared to the current statutoryfederal income tax rate of 21%. Our fiscal 2020 effective income tax rate, after adjusting for earnings (losses) from noncontrollinginterests that are not tax-effected because the entity involved is a tax pass-through entity, was 36.2% and benefitted from the adjustmentsdescribed above. Excluding these favorable adjustments to income tax benefit, our effective income tax rate during fiscal 2020 was26.0%. Our fiscal 2019 effective income tax rate was 22.7%. We currently anticipate that our fiscal 2021 effective income tax rate maybe in the 24-26% range, excluding any potential further changes in federal or state income tax rates or other one-time tax benefits.

Weighted-average shares outstanding were 31.0 million during fiscal 2020 and 31.2 million during fiscal 2019. All per sharedata in this MD&A is presented on a fully diluted basis, however for periods when we report a net loss, common stock equivalents areexcluded from the computation of diluted loss per share as their inclusion would have an anti-dilutive effect.

Current Plans

Due to the impact of the COVID-19 pandemic, our aggregate cash capital expenditures, acquisitions and purchases of interestsin, and contributions to, joint ventures were only approximately $21 million during fiscal 2020, compared to $94 million during fiscal2019 (including approximately $30 million in cash consideration paid in conjunction with the Movie Tavern acquisition described below)and $59 million during fiscal 2018. We anticipate that we will continue to limit our capital expenditures during fiscal 2021, and as aresult, we currently estimate that our fiscal 2021 cash capital expenditures will be in the $15-$25 million range. We will, however,continue to monitor our operating results and economic and industry conditions so that we may adjust our plans accordingly.

Our current strategic plans include the following goals and strategies:

Theatres

● Our long-term plans for growth in our theatre division may include evaluating opportunities for new theatres and screens. InOctober 2019, we opened our new eight-screen Movie Tavern® by Marcus theatre in Brookfield, Wisconsin. This new theatrebecame the first Movie Tavern by Marcus in Wisconsin. It includes eight auditoriums, each with laser projection andcomfortable DreamLoungerSM recliner seating, a full-service bar and food and drink center, and a new delivery-to-seat servicemodel that also allows guests to order food and beverage via our mobile phone application or in-theatre kiosk. We will consideradditional sites for potential new theatre locations in both new and existing markets in the future. Plans discussed previously fora new theatre in Tacoma, Washington have been abandoned.

● In addition to building new theatres, acquisitions of existing theatres or theatre circuits has also been a viable growth strategyfor us. On February 1, 2019, we acquired the assets of Movie Tavern, a New Orleans-based industry leading circuit known forits in-theatre dining concept featuring chef-driven menus, premium quality food and drink and luxury seating. The acquiredcircuit consisted of 208 screens at 22 locations in nine states – Arkansas, Colorado, Georgia, Kentucky, Louisiana, New York,Pennsylvania, Texas and Virginia. The purchase price consisted of $30 million in cash, subject to certain adjustments, and2,450,000 shares of our common stock, for a total purchase price of approximately $139.3 million, based upon our closing shareprice on January 31, 2019. The acquisition of the Movie Tavern circuit increased our total number of screens by an additional23%.

Now branded Movie Tavern by Marcus, we have subsequently introduced new amenities to select Movie Tavern theatres,including our proprietary premium large format (PLF) screens and DreamLounger recliner seating, signature programming,such as $5 movies on Tuesdays with a free complimentary-size popcorn for loyalty members, and proven marketing, loyalty andpricing programs that will continue to benefit Movie Tavern guests in the future.

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The COVID-19 pandemic has been challenging for all theatre operators. A number of theatre operators have filed forbankruptcy relief and many others are facing difficult financial circumstances. Although we will prioritize our own finances, wewill continue to consider potential acquisitions as well as consider management agreements which may possibly lead toopportunities to own. The movie theatre industry is very fragmented, with approximately 50% of United States screens ownedby the three largest theatre circuits and the other 50% owned by an estimated 800 smaller operators, making it very difficult topredict when acquisition opportunities may arise. We do not believe that we are geographically constrained, and we believe thatwe may be able to add value to certain theatres through our various proprietary amenities and operating expertise.

● We have invested approximately $370 million to further enhance the movie-going experience and amenities in new and existingtheatres over the last seven and one-half calendar years, with more investments planned for fiscal 2021 and beyond. Theseinvestments include:

DreamLounger recliner additions. These luxurious, state-of-the-art recliners allow guests to go from upright to a full-reclineposition in seconds. These seat changes require full auditorium remodels to accommodate the necessary 84 inches of legroom,resulting in the loss of approximately 50% of the existing traditional seats in an average auditorium. To date, the addition ofDreamLoungers has increased attendance at each of our applicable theatres, outperforming nearby competitive theatres andgrowing the overall market attendance in most cases. Initially, 12 of the 22 acquired Movie Tavern theatres had recliner seating.We added DreamLounger recliner seats to four additional existing Movie Tavern theatres during fiscal 2019, as well as oneMarcus Wehrenberg® theatre and one newly built Movie Tavern theatre. We completed the addition of DreamLounger reclinerseats at two additional Movie Tavern locations during fiscal 2020 and expect to add DreamLounger recliner seats to one MarcusWehrenberg theatre during the second quarter of fiscal 2021. As of December 31, 2020, we offered all DreamLounger reclinerseating in 65 theatres, representing approximately 76% of our company-owned, first-run theatres. Including our premium, largeformat (PLF) auditoriums with recliner seating, as of December 31, 2020, we offered our DreamLounger recliner seating inapproximately 79% of our company-owned, first-run screens, a percentage we believe to be the highest among the largesttheatre chains in the nation.

UltraScreen DLX® and SuperScreen DLX® (DreamLounger eXperience) conversions. We introduced one of the first PLFpresentations to the industry when we rolled out our proprietary UltraScreen® concept over 20 years ago. We later introducedour UltraScreen DLX concept by combining our premium, large-format presentation with DreamLounger recliner seating andDolby® Atmos™ immersive sound to elevate the movie-going experience for our guests. During fiscal 2019, we opened onenew UltraScreen DLX at an existing Marcus Wehrenberg theatre and converted one existing screen into an UltraScreen DLXauditorium at a Movie Tavern by Marcus theatre. During fiscal 2020, we converted three existing screens at three Movie Tavernby Marcus theatres and one existing screen at one Marcus Wehrenberg theatre to SuperScreen DLX auditoriums. During fiscal2019, we converted 26 existing screens at 13 Movie Tavern by Marcus theatres and two existing screens at one MarcusWehrenberg theatre to SuperScreen DLX and opened one new SuperScreen DLX auditorium at a newly built Movie Tavern byMarcus theatre. Most of our PLF screens now include the added feature of heated DreamLounger recliner seats. As ofDecember 31, 2020, we had 31 UltraScreen DLX auditoriums, one traditional UltraScreen auditorium, 85 SuperScreen DLXauditoriums (a slightly smaller screen than an UltraScreen but with the same DreamLounger seating and Dolby Atmos sound)and three IMAX® PLF screens at 66 of our theatre locations. As of December 31, 2020, we offered at least one PLF screen inapproximately 77% of our first-run, company-owned theatres – once again a percentage we believe to be the highest percentageamong the largest theatre chains in the nation.

Our PLF screens generally have higher per-screen revenues and draw customers from a larger geographic region compared toour standard screens, and we charge a premium price to our guests for this experience. We continue to evaluate opportunities toconvert additional existing screens to SuperScreen DLX auditoriums.

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Signature cocktail and dining concepts. We have continued to further enhance our food and beverage offerings within ourexisting theatres. We believe our 50-plus years of food and beverage experience in the hotel and restaurant businesses providesus with a unique advantage and expertise that we can leverage to further grow revenues in our theatres. The concepts we areexpanding include:

● Take FiveSM Lounge, Take Five Express and The Tavern – These full-service bars offer an inviting atmosphere and a chef-inspired dining menu, along with a complete selection of cocktails, locally-brewed beers and wines. We also offer fullliquor service through the concession stand at two theatres. We acquired 22 new bars, known as The Tavern, in conjunctionwith our Movie Tavern acquisition and opened a new Tavern at our new Brookfield, Wisconsin Movie Tavern by Marcustheatre in fiscal 2019. We closed one Movie Tavern by Marcus theatre in the fourth quarter of fiscal 2020. As of December31, 2020, we offered bars/full liquor service at 50 theatres, representing approximately 58% of our company-owned, first-run theatres. We are currently evaluating opportunities to add bar service to additional locations and expect to add one TakeFive Lounge outlet to a Marcus Wehrenberg theatre currently under renovation in fiscal 2021.

● Zaffiro’s® Express – These outlets offer lobby dining that includes appetizers, sandwiches, salads, desserts and oursignature Zaffiro’s THINCREDIBLE® handmade thin-crust pizza. In select locations without a Take Five Lounge outlet, weoffer beer and wine at the Zaffiro’s Express outlet. We opened one new Zaffiro’s Express outlet during fiscal 2019 at ournew Movie Tavern by Marcus location in Brookfield, Wisconsin, and our number of theatres with this concept totaled 29 asof December 31, 2020, representing approximately 45% of our company-owned, first-run theatres (excluding our in-theatredining Movie Tavern theatres). We also operate three Zaffiro’s® Pizzeria and Bar full-service restaurants.

● Reel Sizzle® – This signature dining concept serves menu items inspired by classic Hollywood and the iconic diners of the1950s. We offer Americana fare like burgers and chicken sandwiches prepared on a griddle behind the counter, along withchicken tenders, crinkle-cut fries, ice cream and signature shakes. Our new Movie Tavern by Marcus in Brookfield,Wisconsin includes a Real Sizzle. As of December 31, 2020, we operated eight Reel Sizzle outlets, and we expect to addone Reel Sizzle outlet in fiscal 2021 to a Marcus Wehrenberg theatre currently under renovation.

● Other in-lobby dining – We also operate one Hollywood Café at an existing theatre, and four of the Marcus Wehrenbergtheatres offer in-lobby dining concepts sold through the concession stand. In addition, we are currently testing a Mexicanfood concept at one theatre, and we are considering expanding this new concept in the future. Including these additionalconcepts, as of December 31, 2020, we offered one or more in-lobby dining concepts in 40 theatres, representingapproximately 62% of our company-owned, first-run theatres (excluding our in-theatre dining Movie Tavern theatres).

● In-theatre dining – As of December 31, 2020, we offered full-service, in-theatre dining with a complete menu of drinks andchef-prepared salads, sandwiches, entrées and desserts at 31 theatres and a total of 246 auditoriums, operating under thenames Big Screen BistroSM, Big Screen Bistro ExpressSM, BistroPlexSM and Movie Tavern by Marcus, representingapproximately 36% of our company-owned, first-run theatres.

● With each of these strategies, our goal continues to be to introduce and create entertainment destinations that further define andenhance the customer value proposition for movie-going. We also expect to continue to maintain and enhance the value of ourexisting theatre assets by regularly upgrading and remodeling our theatres to keep them fresh. To accomplish the strategiesnoted above, we currently anticipate that our fiscal 2021 capital expenditures in this division will total approximately $10-$15million.

● In addition to the growth strategies described above, our theatre division continues to focus on multiple strategies designed tofurther increase revenues and improve the profitability of our existing theatres. These strategies include various cost controlefforts, as well as plans to expand ancillary theatre revenues, such as pre-show advertising, lobby advertising, additionalcorporate and group sales, sponsorships, special film series and alternate auditorium uses. In response to the COVID-19pandemic, we introduced Marcus Private Cinema in the fourth quarter of fiscal 2020. Under this program, a guest can reservean entire auditorium for up to 20 people for a fixed charge, offering them a safe, fun and stress-free social gathering opportunity.

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● We also have several customer-focused strategies designed to elevate our consumer knowledge, expectation and connection, andprovide us with a competitive advantage and the ability to deliver improved financial performance. These strategies include thefollowing:

Marketing initiatives. We offer a “$5 Tuesday” promotion at every theatre in our circuit that includes a free complimentary-sizepopcorn to our loyalty program members. We have seen our Tuesday attendance increase dramatically since the introduction ofthe $5 Tuesday promotion. We believe this promotion has increased movie going frequency and reached a customer who mayhave stopped going to the movies because of price, creating another “weekend” day for us without adversely impacting themovie-going habits of our regular weekend customers. We introduced our $5 Tuesday promotion with the free popcorn forloyalty members at our Marcus Wehrenberg theatres immediately upon acquisition in December 2016 and did the same thing inFebruary 2019 with our newly acquired Movie Tavern theatres. We experienced an increase in Tuesday performance at theMarcus Wehrenberg theatres and have seen a similar response from customers at our Movie Tavern theatres. When notoperating with limited days of operation, we also offer a “$6 Student Thursday” promotion at all of our locations that has beenwell received by that particular customer segment. In addition, we offer a $6 “Young-at-Heart” program for seniors on Fridayafternoons that was also introduced to our Movie Tavern locations during our fiscal 2019 first quarter.

Loyalty program. We offer what we believe to be a best-in-class customer loyalty program called Magical Movie RewardsSM.We currently have approximately 4.0 million members enrolled in the program. Approximately 47% of all box officetransactions and 43% of total transactions in our theatres during fiscal 2020 were completed by registered members of theloyalty program. The program allows members to earn points for each dollar spent and access special offers available only tomembers. The rewards are redeemable at the box office, concession stand or at the many Marcus Theatres® food and beveragevenues. In addition, we have partnered with Movio, a global leader in data analysis for the cinema industry, to allow moretargeted communication with our loyalty members. The software provides us with insight into customer preferences, attendancehabits and general demographics, which we believe will help us deliver customized communication to our members. In turn,members of this program can enjoy and plan for a more personalized movie-going experience. The program also gives us theability to cost effectively promote non-traditional programming and special events, particularly during non-peak time periods.We believe that this will result in increased movie-going frequency, more frequent visits to the concession stand, increasedloyalty to Marcus Theatres and ultimately, improved operating results. The acquired Wehrenberg theatres offered a loyaltyprogram to their customers that had approximately 200,000 members. We converted these members to our Magical MovieRewards program during fiscal 2017. The acquired Movie Tavern theatres did not offer a loyalty program to their customers. Weintroduced our Magical Movie Rewards program to these theatres during the second quarter of fiscal 2019 after all necessarytechnology requirements were completed.

Technology enhancements. We have recently enhanced our mobile ticketing capabilities, our downloadable Marcus Theatresmobile application, and our marcustheatres.com website. We added food and beverage ordering capabilities to our mobileapplication at select theatres, including our recently opened Movie Tavern location in Brookfield, Wisconsin, in fiscal 2019 andexpanded this feature to all of our theatres in fiscal 2020. We have continued to install additional theatre-level technology, suchas new ticketing kiosks, digital menu boards and concession advertising monitors. Each of these enhancements is designed toimprove customer interactions, both at the theatre and through mobile platforms and other electronic devices.

● The addition of digital technology throughout our circuit (we offer digital cinema projection on 100% of our first-run screens)has provided us with additional opportunities to obtain non-motion picture programming from other new and existing contentproviders, including live and pre-recorded performances of the Metropolitan Opera, as well as sports, music and other events, atmany of our locations. We offer weekday and weekend alternate programming at many of our theatres across our circuit. Thespecial programming includes classic movies, live performances, comedy shows and children’s performances. We believe thistype of programming is more impactful when presented on the big screen and provides an opportunity to continue to expand ouraudience base beyond traditional moviegoers.

● In addition, digital 3D presentation of films has continued to positively contribute to our box office receipts during the periodspresented in this Annual Report on Form 10-K. As of December 31, 2020, we had the ability to offer digital 3D presentations in382, or approximately 36%, of our first-run screens, including the vast majority of our UltraScreens. We have the ability toincrease the number of digital 3D capable screens we offer to our guests in the future and will do so based on the number ofdigital 3D films released during future periods and our customers’ response to these 3D releases.

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Hotels and Resorts

● The COVID-19 pandemic has been challenging for most hotel operators and many are facing difficult financial circumstances. As a result, most transactional activity in the hotel industry has temporarily stopped. Although we will prioritize our ownfinances, our hotels and resorts division expects to continue to seek opportunities to invest in new hotels and increase thenumber of rooms under management in the future. The goal of our hotel investment business is to seek opportunities where wemay act as an investment fund sponsor, joint venture partner or sole investor in acquiring additional hotel properties. Wecontinue to believe that opportunities to acquire high-quality hotels at reasonable valuations will be present in the future forwell-capitalized companies, and we believe that there are partners available to work with us when the appropriate hotel assetsare identified.

● We also continue to pursue additional management contracts for other owners, some of which may include small equityinvestments similar to the investments we have made in the past with strategic equity partners. Although total revenues from anindividual hotel management contract are significantly less than from an owned hotel, the operating margins are generallysignificantly higher due to the fact that all direct costs of operating the property are typically borne by the owner of the property.Management contracts provide us with an opportunity to increase our total number of managed rooms without a significantinvestment, thereby increasing our returns on equity. In April 2019, we assumed management of the Hyatt RegencySchaumburg hotel in Schaumburg, Illinois. This 468-room hotel recently completed a $15 million renovation and offers upscaleaccommodations, robust amenities and more than 30,000 square feet of indoor and outdoor meeting and event space, including a3,100 square foot starlit terrace. This was our first Hyatt-branded hotel under management.

Conversely, we will occasionally lose management contracts due to various circumstances. In May 2019, we ceased managingthe Heidel House Resort & Spa in Green Lake, Wisconsin, after the owners of this resort decided to close this propertypermanently. Early in our fiscal 2019 third quarter, the owners of the Sheraton Chapel Hill Hotel in Chapel Hill, North Carolinasold the hotel, and as a result, our contract to manage this hotel was terminated. We also ceased managing the Hilton GardenHouston NW/Willowbrook in Houston, Texas in March 2020 and the Murieta Inn and Spa in Rancho Murieta, California in July2020.

● Unlike our theatre assets where the majority of our return on investment comes from the annual cash flow generated byoperations, a portion of the return on our hotel investments is derived from effective portfolio management, which includesdetermining the proper branding strategy for a given asset along with the proper level of investment and upgrades, as well asidentifying an effective divestiture strategy for the asset when appropriate. We closed the InterContinental Milwaukee in earlyJanuary 2019 and undertook a substantial renovation project that converted this hotel into the unbranded experiential arts hotel,the Saint Kate. The newly renovated hotel reopened during June 2019.

● We have been very opportunistic in our past hotel investments as we have, on many occasions, acquired assets at favorableterms and then improved the properties and operations to create value. We also will continue to periodically exploreopportunities to monetize one or more owned hotels. We will consider many factors as we actively review opportunities toexecute this strategy, including income tax considerations, the ability to retain management, pricing and individual marketconsiderations. We evaluate strategies for our hotels on an asset-by-asset basis. We have not set a specific goal for the number ofhotels that may be considered for this strategy, nor have we set a specific timetable. It is possible that we may sell a particularhotel or hotels during fiscal 2021 or beyond if we determine that such action is in the best interest of our shareholders.

● Our future plans for our hotels and resorts division also include continued reinvestment in our existing properties to maintainand enhance their value. Late in fiscal 2018 and carrying over into the first half of fiscal 2019, we made additionalreinvestments in the Hilton Madison Monona Terrace. Early in fiscal 2021, we began a lobby renovation and initiated selectguest room improvements at the Grand Geneva Resort & Spa. We anticipate additional reinvestments during fiscal 2022 andfiscal 2023 at The Pfister Hotel, the Grand Geneva Resort & Spa and the Hilton Milwaukee City Center hotel. We currentlybelieve our total fiscal 2021 hotels and resorts capital expenditures will total approximately $5-$10 million, excluding anypresently unidentified growth opportunities.

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● In addition to the growth strategies described above, our hotels and resorts division continues to focus on several strategies thatare intended to further grow the division’s revenues and profits. These include leveraging our food and beverage expertise forgrowth opportunities and growing our catering and events revenues. This also includes hotel food and beverage conceptsdeveloped by our Marcus Restaurant Group, featuring premier brands such as Mason Street Grill, ChopHouse®, Miller Time®

Pub & Grill and SafeHouse® restaurants. Currently, our SafeHouse restaurants remain closed, but upon reopening, our focuswill be on maximizing the contribution of our newest restaurant, SafeHouse Chicago. We will consider exploring additionalopportunities to expand this concept in the future.

● We have also invested in sales, revenue management and internet marketing strategies in an effort to further increase ourprofitability, as well as human resource and cost improvement strategies designed to achieve operational excellence andimproved operating margins. We are focused on developing our customer service delivery and technology enhancements toimprove customer interactions through mobile platforms and other customer touch points.

Corporate

● We periodically review opportunities to make investments in long-term growth opportunities that may not be entirely related toour two primary businesses (but typically have some connection to entertainment, food and beverage, hospitality, real estate,etc.). Although we will prioritize our own finances, we expect to continue to review such opportunities in the future.

● In addition to operational and growth strategies in our operating divisions, we will continue to seek additional opportunities toenhance shareholder value, including strategies related to our dividend policy and share repurchases. We increased our regularquarterly common stock cash dividend rate by 6.7% during the first quarter of fiscal 2019 and 6.3% during the first quarter offiscal 2020, prior to temporarily suspending dividend payments in response to the COVID-19 pandemic. In prior years, wehave periodically paid special dividends and repurchased shares of our common stock under our existing Board of Directorsstock repurchase authorizations. The Credit Agreement currently allows us, if we believe it is in the best interest of ourshareholders, to once again return capital to shareholders through dividends or share repurchases beginning in the third quarterof fiscal 2021, up to a maximum of $1.5 million per quarter. The current restriction on dividends and share repurchases willremain in place until the third quarter of fiscal 2022 or until the Term Loan A is repaid and we have returned to our financialcovenants in place prior to the restriction (whichever comes first).

● We will also continue to evaluate opportunities to sell real estate when appropriate, allowing us to benefit from the underlyingvalue of our real estate assets. When possible, we will attempt to avail ourselves of the provisions of Internal Revenue Code§1031 related to tax-deferred like-kind exchange transactions. We are actively marketing a significant number of pieces ofsurplus real estate and other non-core real estate. During the fourth quarter of fiscal 2020, we sold two land parcels and aformer budget theatre, generating total proceeds of approximately $3.0 million. As of December 31, 2020, we had letters ofintent or contracts to sell several pieces of real estate with a carrying value of $4.1 million and we believe we may receive totalsales proceeds from real estate sales during the next 12-18 months totaling approximately $10-$40 million, depending upondemand for the real estate in question.

The actual number, mix and timing of our potential future new facilities and expansions and/or divestitures will depend, in largepart, on industry, economic and COVID-19 pandemic conditions, our financial performance and available capital, the competitiveenvironment, evolving customer needs and trends, and the availability of attractive acquisition and investment opportunities. It is likelythat our growth goals and strategies will continue to evolve and change in response to these and other factors, and there can be noassurance that we will achieve our current goals. Each of our goals and strategies are subject to the various risk factors discussed abovein this Annual Report on Form 10-K.

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Theatres

Our oldest and historically most profitable division is our theatre division. The theatre division contributed 55.8% of ourconsolidated revenues and 73.5% of our consolidated operating income (loss), excluding corporate items, during fiscal 2020, comparedto 67.9% and 88.4%, respectively, during fiscal 2019 and 63.2% and 87.7%, respectively, during fiscal 2018. As of December 31, 2020,the theatre division operated motion picture theatres in Wisconsin, Illinois, Iowa, Minnesota, Missouri, Nebraska, North Dakota, Ohio,Arkansas, Colorado, Georgia, Kentucky, Louisiana, New York, Pennsylvania, Texas and Virginia, a family entertainment center inWisconsin and a retail center in Missouri. The following tables set forth revenues, operating income (loss), operating margin, screens andtheatre locations for the last three fiscal years:

Change F20 v. F19 Change F19 v. F18 F2020 F2019 Amt. Pct. F2018 Amt. Pct.

(in millions, except percentages)Revenues $ 132.6 $ 557.1 $ (424.5) (76.2) $ 446.8 $ 110.3 24.7 %Operating income (loss) $ (121.4) $ 76.9 $ (198.3) (257.9) $ 88.8 $ (11.9) (13.4)%Operating margin (91.6)% 13.8 % 19.9 %

Number of screens and locations at period-end (1)(2) F2020 F2019 F2018Theatre screens 1,097 1,106 889Theatre locations 89 91 68

Average screens per location 12.3 12.2 13.1

(1) Includes 6 screens at one location managed for another owner.

(2) Includes 22 budget screens at two locations at the end of fiscal 2020 and 29 budget screens at three locations at the end of fiscal2019 and fiscal 2018. Compared to first-run theatres, budget theatres generally have lower box office revenues and associated filmcosts, but higher concession sales as a percentage of box office revenues.

The following table provides a further breakdown of the components of revenues for the theatre division for the last three fiscalyears:

Change F20 v. F19 Change F19 v. F18 F2020 F2019 Amt. Pct. F2018 Amt. Pct.

(in millions, except percentages)Admission revenues $ 64.8 $ 284.2 $ (219.4) (77.2)% $ 246.4 $ 37.8 15.3 %Concession revenues 56.7 231.2 (174.5) (75.5)% 166.6 64.6 38.8 %Other revenues 10.8 40.8 (30.0) (73.6)% 32.5 8.3 25.4 %

132.3 556.2 (423.9) (76.2)% 445.5 110.7 24.8 %Cost reimbursements 0.3 0.9 (0.6) (63.1)% 1.3 (0.4) (32.1)%

Total revenues $ 132.6 $ 557.1 $ (424.5) (76.2)% $ 446.8 $ 110.3 24.7 %

As described above in the “Current Plans” section of this MD&A, on February 1, 2019, we acquired the assets of Movie Tavern,a New Orleans-based industry leading circuit known for its in-theatre dining concept featuring chef-driven menus, premium quality foodand drink and luxury seating. The acquired circuit consisted of 208 screens at 22 locations in nine states – Arkansas, Colorado, Georgia,Kentucky, Louisiana, New York, Pennsylvania, Texas and Virginia. The purchase price consisted of $30 million in cash, subject tocertain adjustments, and 2,450,000 shares of our common stock, for a total purchase price of approximately $139.3 million, based uponour closing share price on January 31, 2019. At the time, the acquisition of the Movie Tavern circuit increased our total number ofscreens by an additional 23%.

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Fiscal 2020 versus Fiscal 2019

Our theatre division revenues and operating income (loss) decreased significantly during fiscal 2020 compared to fiscal 2019due entirely to decreased attendance as a result of the temporary closing of all of our theatres on March 17, 2020 in response to theCOVID-19 pandemic. Other than six theatres that were reopened during the last week of the fiscal 2020 second quarter, all of ourtheatres remained closed during all of the second quarter and the majority of the third quarter of fiscal 2020. During the five-plus monthsthat most of our theatres were closed, the only additional revenues we reported were the result of five parking lot cinemas opened duringthe second quarter, curbside sales of popcorn, pizza and other food items and restaurant takeout sales from our three Zaffiro’s restaurantsand bars. Over the seven-day period between August 21 and August 28, 2020, we reopened a majority of our theatres in conjunctionwith the release of several new films, resulting in a total of 72 reopened theatres, representing 80% of our company-owned theatres. InOctober 2020, we temporarily closed several theatres due to changes in the release schedule for new films, reducing our percentage oftheatres open to approximately 66%. In November and December 2020, new state and local restrictions in several of our marketsrequired us to temporarily reclose several theatres, and as a result, approximately 52% of our theatres were open as of December 31,2020. All of our reopened theatres are operating at significantly reduced attendance levels.

Our theatres were open for all but nine days during the first quarter of fiscal 2020 and the revenue impact of decreasedattendance during that period was partially offset by an increase in our average ticket price and average concession revenues per personcompared to the first quarter of fiscal 2019. In addition, our revenues during the first quarter of fiscal 2020 included an extra month ofMovie Tavern revenues (Movie Tavern theatres were not acquired until February 1, 2019) and a new Movie Tavern theatre opened inBrookfield, Wisconsin during the fourth quarter of fiscal 2019.

Our theatre division operating loss during the five-plus months our theatres were closed during fiscal 2020 primarily reflectedcosts that remained after we temporarily closed all of our theatres and laid off the vast majority of our hourly theatre staff, as well as aportion of our corporate staff. These costs included a certain number of salaried theatre management staff as well as the remainingcorporate staff, all of whom were subject to a reduction in pay. Additional ongoing costs included utilities and repairs and maintenance(both at reduced levels), rent, property taxes and depreciation. During the last month of our fiscal 2020 third quarter, we brought back anappropriate level of theatre and corporate staff to meet anticipated reduced levels of initial new film supply and customer demand in ourrecently reopened theatres. Our theatre division operating results during fiscal 2020 were negatively impacted by nonrecurring expensestotaling approximately $5.8 million related to expenses incurred (primarily payroll continuation payments to employees temporarily laidoff) due to the closing of all of our movie theatres during the first quarter and subsequent costs incurred for cleaning, supply purchasesand employee training, among other items, related to the reopening of our theatre properties and implementing new operating protocols(described in greater detail above). Conversely, our operating loss during fiscal 2020 was favorably impacted by approximately $5.8million of state government grants awarded from seven states for COVID-19 relief. The additional week of operations favorablyimpacted our theatre division revenues during fiscal 2020 by approximately $2.6 million and did not have a material impact on ouroperating loss.

Although rent continued to be expensed monthly, discussions with our landlords resulted in deferral, or in a limited number ofsituations, abatements, of the majority of our rent payments during our fiscal 2020 second quarter. While the results of negotiationsvaried by theatre, the most common result of these discussions was a deferral of rent payments for April, May and June, with repaymentgenerally expected in future periods, most often beginning in calendar 2021. We may discuss additional rent deferrals in the future if newfilm supply and customer demand dictate that we delay further reopening or close currently open theatres.

In addition to the significant impact the closing of our theatres during the majority of our second and third fiscal quarters had onour operating loss during fiscal 2020, our theatre division operating income (loss) and operating margin also decreased during fiscal 2020compared to fiscal 2019 due primarily to the impact of the reduced attendance and revenues at comparable theatres during the fiscal 2020first quarter and fourth quarter. Impairment charges reported during fiscal 2020 related to intangible assets and several theatre locationsalso negatively impacted our theatre division fiscal 2020 operating loss by approximately $24.7 million. Our operating income andoperating margin during fiscal 2019 was negatively impacted by approximately $2.5 million of acquisition and preopening expensesrelated to the Movie Tavern Acquisition and the opening of a newly built Movie Tavern theatre in Brookfield, Wisconsin.

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Total theatre attendance decreased 77.1% during fiscal 2020 compared to fiscal 2019, primarily as a result of the closure of ourtheatres for over five months during fiscal 2020 and subsequent reduced attendance at our reopened theatres. A significant decrease inthe number of new films, the lack of awareness of theatres being open (due in part to limited new film advertising), ongoing state andlocal capacity restrictions and customer concerns regarding visiting indoor businesses contributed to the reductions in attendance duringfiscal 2020. The following table sets forth our percentage change in comparable theatre attendance during each of the interim periods offiscal 2020 compared to the same periods during fiscal 2019. We were not able to compare our overall results to the industry during thefinal three quarters of fiscal 2020 because of limitations on the data available to us from Rentrak (a national box office reporting servicefor the theatre industry).:

Change F20 v. F19 1st Qtr. (1) 2nd Qtr. 3rd Qtr. 4th Qtr. Total

Pct. change in Marcus theatre attendance -19.5% -99.8% -95.6% -90.1% -77.1%

Pct. change in Marcus admission revenues -14.8% -99.8% -95.5% -91.5% -77.2%Pct. change in U.S. box office revenues -17.0%

Marcus performance vs. U.S. +2.2 pts

(1) Excludes Movie Tavern theatres, which were not acquired until February 1, 2019.

Our average ticket price decreased 0.4% during fiscal 2020 compared to fiscal 2019. During the fiscal 2020 third and fourthquarters, we charged our normal pricing for new film releases and charged only $5.00 for older “library” film product, which negativelyimpacted our average ticket price compared to the prior year. Our average concession revenues per person increased by 6.8% duringfiscal 2020 compared to fiscal 2019. We believe a change in concession product mix, including increased sales of non-traditional foodand beverage items from our increased number of Take Five Lounge, Zaffiro’s Express, Reel Sizzle and in-theatre dining outlets,contributed to our increased average concession sales per person during fiscal 2020. We also believe a portion of the increase in ouraverage concession revenues per person during fiscal 2020 may be attributed to shorter lines at our concession stand due to reducedattendance (during periods of high attendance, some customers do not purchase concessions because the line is too long). We alsobelieve that an increased percentage of customers buying their concessions in advance using our web site or our mobile app likely alsocontributed to higher average concession revenues per person, as our experience has shown that customers are more likely to purchasemore items when they order and pay electronically. We currently do not expect our average ticket price to change significantly duringfiscal 2021, but film mix will likely once again impact our final result. We currently expect to report a modest increase in our averageconcession sales per person during fiscal 2021 compared to fiscal 2020 due to the same contributing factors described above regardingfiscal 2020, although as noted above, several factors may impact our actual results in this key metric.

Revenues for the theatre business and the motion picture industry in general are heavily dependent on the general audienceappeal of available films, together with studio marketing, advertising and support campaigns and the maintenance of a reasonablylengthy “window” between the date a film is released in theatres and the date a film is released to other channels, including premiumvideo-on-demand (“PVOD”), video on-demand (“VOD”), streaming services and DVD. These are factors over which we have no control(see additional detail in the “Impact of COVID-19 Pandemic” section above). The following top five performing films during fiscal2020, all from our fiscal 2020 first quarter, accounted for nearly 40% of the total admission revenues for our circuit: Star Wars: The Riseof Skywalker, Bad Boys for Life, Jumanji: The Next Level, 1917 and Sonic the Hedgehog. The top five performing films during fiscal2019 accounted for approximately 26% of our total admission revenues. Our highest grossing films, during the limited time we reopenedour theatres during the second half of fiscal 2020, included Tenet, The Croods: A New Age, Wonder Woman 1984, Unhinged and The NewMutants.

Other revenues, which include management fees, pre-show advertising income, family entertainment center revenues, surchargerevenues, rental income and gift card breakage income, decreased by $30.0 million during fiscal 2020 compared to fiscal 2019. Thisdecrease was primarily due to the impact of reduced attendance on internet surcharge ticketing fees and preshow advertising income. Wecurrently expect other revenues to increase in fiscal 2021 if attendance increases as we anticipate during the second half of the year andas we return to normalcy.

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Admission revenues at comparable theatres during the first quarter of fiscal 2021 through the date of this report have continuedto be significantly reduced compared to prior year levels. Sales attributable to our Marcus Private Cinema program (discussed in the“Impact of COVID-19 Pandemic” section above) have exceeded expectations, partially offsetting reduced traditional attendance. Subsequent to year-end, local and state restrictions have been lifted in several of our markets and, as of the date of this report,approximately 69% of our theatres are currently open. Our remaining temporarily closed theatres are ready to quickly reopen asadditional restrictions are lifted, new films are released and demand returns.

The film product release schedule for the remainder of fiscal 2021 has been changing in response to reduced near-term customerdemand and changing state and local restrictions in various key markets in the U.S. and the world as a result of the ongoing COVID-19pandemic. In particular, restrictions in New York and California have been cited by film studios as a reason for not releasing newmovies, as these markets are particularly important to a film’s success. As a result, several films originally scheduled to be releasedduring the first months of fiscal 2021 have been delayed or released to alternative consumer channels. We believe that as a greaterpercentage of the population gets vaccinated and the pandemic subsides, there will be a large demand for out-of-home entertainment andthe studios will once again begin releasing a significant number of films to theatres. The film slate for the remainder of fiscal 2021,which now includes multiple films originally scheduled for fiscal 2020, is currently expected to be very strong, particularly during thesecond half of the year. Although it is possible that more schedule changes may occur, films currently scheduled that have potential toperform very well during the remainder of fiscal 2021 include Godzilla vs. Kong, Mortal Kombat, Black Widow, Peter Rabbit 2: TheRunaway, Free Guy, Spiral, Cruella, The Conjuring: The Devil Made Me Do It, In the Heights, Luca, Venom: Let There Be Carnage,Fast & Furious 9, Top Gun: Marerick, The Forever Purge, Shang-Chi and the Legend of the Ten Rings, Cinderella, Space Jam 2, Old,The Tomorrow War, Jungle Cruise, Hotel Transylvania 4, The Suicide Squad,, The King’s Man, The Hitman’s Bodyguard 2, Candyman,Malignant, The Boss Baby: Family Business, A Quiet Place II, Death on the Nile, The Man From Toronto, Dune, Untitled AddamsFamily Sequel, No Time To Die, Halloween Kills, The Last Duel, Snake Eyes: G.I. Joe Origins, Eternals, Clifford the Big Red DogMovie, Ghostbusters: Afterlife, Mission Impossible 7, Encanto, Gucci, West Side Story, Untitled Disney Live Action, Spider-Man: No WayHome, The Untitled Matrix Film and Sing 2. The early list of films scheduled to be released during fiscal 2022 also appears quite strong.

We opened a new eight-screen Movie Tavern by Marcus theatre in Brookfield, Wisconsin early in our fiscal 2019 fourth quarterand added four new screens to an existing Movie Tavern theatre during the first quarter of fiscal 2020. We also completed the addition ofDreamLounger recliner seating and added a new SuperScreen DLX to that same Movie Tavern theatre during the first quarter of fiscal2020. Early in our fiscal 2020 third quarter, we completed the addition of DreamLounger recliner seating to an existing Movie Taverntheatre. During the first quarter of fiscal 2020, we began a project that would add DreamLounger recliner seating, as well as Reel Sizzleand Take Five Lounge outlets, to a Marcus Wehrenberg theatre, but this project was temporarily put on hold as a result of the COVID-19pandemic. We currently expect to complete this project during the first half of fiscal 2021. During the fourth quarter of fiscal 2020, weceased operating one six-screen Movie Tavern theatre due to the approaching expiration of its lease, we sold one 7-screen budget cinemaand we agreed upon terms related to a termination of our agreement to build a new theatre in Tacoma, Washington.

Hotels and Resorts

The hotels and resorts division contributed 44.0% of our consolidated revenues and 26.5% of our consolidated operating income(loss), excluding corporate items, during fiscal 2020, compared to 32.1% and 11.6%, respectively, during fiscal 2019 and 36.8% and12.3%, respectively, during fiscal 2018. As of December 31, 2020, the hotels and resorts division owned and operated three full-servicehotels in downtown Milwaukee, Wisconsin, a full-service destination resort in Lake Geneva, Wisconsin and full-service hotels inMadison, Wisconsin, Chicago, Illinois, Lincoln, Nebraska and Oklahoma City, Oklahoma (we have a majority-ownership position in theOklahoma City, Oklahoma hotel). In addition, the hotels and resorts division managed 10 hotels, resorts and other properties for otherowners. Included in the 10 managed properties is one hotel owned by a joint venture in which we have a minority interest and twocondominium hotels in which we own some or all of the public space. The following tables set forth revenues, operating income (loss),operating margin and rooms data for the hotels and resorts division for the past three fiscal years:

Change F20 v. F19 Change F19 v. F18 F2020 F2019 Amt. Pct. F2018 Amt. Pct. (in millions, except percentages)

Revenues $ 104.6 $ 263.4 $ (158.8) (60.3)% $ 259.9 $ 3.5 1.3 %Operating income (loss) $ (43.9) $ 10.1 $ (54.0) (536.7)% $ 12.5 $ (2.4) (19.5)%Operating margin (41.9)% 3.8 % 4.8 %

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Available rooms at period-end F2020 F2019 F2018Company-owned 2,628 2,627 2,629Management contracts with joint ventures 333 333 333Management contracts with condominium hotels 480 480 480Management contracts with other owners 1,691 1,945 1,833Total available rooms 5,132 5,385 5,275

The following table provides a further breakdown of the components of revenues for the hotels and resorts division for the lastthree fiscal years:

Change F20 v. F19 Change F19 v. F18 F2020 F2019 Amt. Pct. F2018 Amt. Pct. (in millions, except percentages)

Room revenues $ 35.4 $ 105.9 $ (70.5) (66.6)% $ 108.8 $ (2.9) (2.7)%Food/beverage revenues 24.8 74.7 (49.9) (66.8)% 72.8 1.9 2.6 %Other revenues 27.5 46.5 (19.0) (40.8)% 45.3 1.2 2.7 %

87.7 227.1 (139.4) (61.4)% 226.9 0.2 0.1 %Cost reimbursements 16.9 36.3 (19.4) (53.5)% 33.0 3.3 10.0 %

Total revenues $ 104.6 $ 263.4 $ (158.8) (60.3)% $ 259.9 $ 3.5 1.3 %

Fiscal 2020 versus Fiscal 2019

Division revenues and operating income (loss) decreased significantly during fiscal 2020 compared to fiscal 2019 due to theimpact of the COVID-19 pandemic. Room revenues and food and beverage revenues began decreasing due to COVID-19 pandemicrelated cancellations in March 2020, even before we temporarily closed all of our hotels in late March/early April. In addition, ourrestaurants and bars were required to close during the last 10 days of the fiscal 2020 first quarter due to the COVID-19 pandemic. Wesubsequently reopened four of our company-owned hotels late in our fiscal 2020 second quarter (The Pfister Hotel, the Grand GenevaResort & Spa, The Skirvin Hilton and the Hilton Madison Monona Terrace), three company-owned hotels during our fiscal 2020 thirdquarter (the Hilton Milwaukee City Center Hotel, The Lincoln Marriott Cornhusker Hotel and the AC Hotel Chicago Downtown) andour remaining company-owned hotel in our fiscal 2020 fourth quarter (Saint Kate). Once reopened, all of our company-owned hotelshave operated with significantly reduced occupancies compared to prior years due to the impact of the COVID-19 pandemic. Themajority of our restaurants and bars in our hotels have subsequently reopened in conjunction with the hotel reopenings beginning in June2020, and are operating under applicable state and local restrictions and guidelines. We expect to reopen our two SafeHouse restaurantsand bars later in fiscal 2021.

Other revenues during fiscal 2020 included ski, spa and golf revenues at our Grand Geneva Resort & Spa (golf revenuesexceeded the prior year), management fees, laundry revenues, parking revenues and rental revenues. Cost reimbursements decreasedduring fiscal 2020 compared to fiscal 2019 due to the temporary closure and subsequent reduced revenues upon reopening of ourmanaged hotels, partially offset by the addition of a new large management contract during fiscal 2019. As of the date of this report, nineof our 10 managed hotels and other properties have reopened.

In addition to the impact of significantly reduced revenues, our hotel division operating loss during fiscal 2020 was negativelyimpacted by nonrecurring expenses totaling approximately $5.7 million, related to costs associated with initially closing our hotels(primarily payments to and on behalf of laid off employees) and extensive cleaning costs, supply purchases and employee training,among other items, related to the reopening of selected hotel properties and implementing new operating protocols (described in greaterdetail above). Conversely, our operating loss during fiscal 2020 was favorably impacted by approximately $1.2 million of stategovernment grants awarded from two states for COVID-19 relief. The additional week of operations favorably impacted our hotels andresorts division revenues during fiscal 2020 by approximately $2.5 million and did not have a material impact on our operating loss. Ouroperating results during fiscal 2019 were negatively impacted by approximately $6.8 million of preopening expenses and initial start-uplosses related to our conversion of the InterContinental Milwaukee hotel into the Saint Kate.

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The following table sets forth certain operating statistics, including our average occupancy percentage (number of occupiedrooms as a percentage of available rooms), our average daily room rate (“ADR”), and our total revenue per available room (“RevPAR”),for company-owned properties:

Change F20 v. F19 Operating Statistics(1) F2020 F2019 Amt. Pct. Occupancy percentage 38.2 % 73.6 % (35.4)pts (48.1)%ADR $ 136.52 $ 154.42 $ (17.90) (11.6)%RevPAR $ 52.12 $ 113.65 $ (61.53) (54.1)%

(1) These operating statistics represent averages of our comparable seven distinct company-owned hotels and resorts, branded andunbranded, in different geographic markets with a wide range of individual hotel performance. The statistics are not necessarilyrepresentative of any particular hotel or resort. The statistics only include the periods the hotels were open during fiscal 2020. Thestatistics exclude the Saint Kate, as this hotel was closed for the majority of the first half of fiscal 2019.

According to data received from Smith Travel Research and compiled by us in order to analyze our fiscal 2020 results,comparable “upper upscale” hotels throughout the United States experienced a decrease in RevPAR of 62.0% during fiscal 2020compared to fiscal 2019. Although data received from Smith Travel Research for our various “competitive sets” – hotels identified in ourspecific markets that we deem to be competitors to our hotels – is less comprehensive due to the number of hotels closed during portionsof the periods reported, data available to us indicates that these hotels experienced a decrease in RevPAR of 69.8% during fiscal 2020compared to fiscal 2019. Higher class segments of the hotel industry, such as luxury and upper upscale, continue to experience loweroccupancies compared to lower class hotel segments such as economy and midscale. Based upon the data received and complied by us,it appears our properties significantly outperformed our segment of the hotel industry and our competitive sets during fiscal 2020.

The following table sets forth the change in our average occupancy percentage, ADR and RevPAR for each quarterly period offiscal 2020 compared to fiscal 2019 (excluding the Saint Kate):

Change F20 v. F19 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.

Occupancy percentage (9.0)pts (59.1)pts (46.4)pts (44.7)ptsADR (0.7)% (3.3)% (5.3)% (16.0)%RevPAR (14.5)% (76.6)% (58.2)% (70.3)%

The “drive-to leisure” travel customer provided the most demand during the second half of fiscal 2020, with the Grand GenevaResort & Spa and a managed condo hotel, the Timber Ridge Lodge & Waterpark, experiencing the highest demand among our openhotels, particularly on weekends. Leisure travel historically decreases during our fiscal fourth quarter as students go back to school andwe experience colder weather in our predominantly Midwestern hotels. Transient business and group business travel subsequent to theonset of the COVID-19 pandemic was minimal during fiscal 2020. Our company-owned hotels, and in particular our largest hotels, havehistorically derived a significant portion of their revenues from group business, and as a result, we are more susceptible to variations inRevPAR from quarter to quarter depending upon the strength of the group business market during that particular quarter. Group businessalso tends to have an impact on our food and beverage revenues because groups are more likely to use our banquet and catering servicesduring their stay. As indicated by the smaller decreases in ADR during fiscal 2020 (particularly during the second and third quarters),non-group retail pricing held relatively strong, with most of the decrease in ADR due to an overall reduction in market pricing resultingfrom the lack of group business and a reduction in local demand drivers (restaurants, museums, etc.) in markets with greater restrictions.

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Looking to future periods, overall occupancy in the U.S. has slowly increased since the initial onset of the COVID-19 pandemicin March 2020. In the near term, we expect most current demand will continue to come from the drive-to leisure segment. Mostorganizations implemented travel bans at the onset of the pandemic and are currently only allowing essential travel, which will likelylimit business travel in the near term. Our company-owned hotels have experienced a significant decrease in group bookings comparedto the same period last year. As of the date of this report, our group room revenue bookings for fiscal 2021 - commonly referred to in thehotels and resorts industry as “group pace” - is running significantly behind where we were last year at this time for fiscal 2020, and alarge portion of that decline is because last year’s group bookings included bookings in anticipation of Milwaukee hosting the DNC inJuly 2020. Banquet and catering revenue pace for fiscal 2021 is also running behind where we were last year at this same time for fiscal2020, but not as much as group room revenues, due in part to increases in wedding bookings. Many of our cancelled group bookings dueto COVID-19 are re-booking for future dates, excluding one-time events that could not rebook for future dates such as those connected tothe DNC. However, some group bookings for the first half of fiscal 2021 have subsequently canceled or postponed their event, and wecannot predict to what extent any of our hotel bookings will be canceled or rescheduled due to COVID-19 or otherwise.

Unfortunately, the DNC event in Milwaukee in August 2020 was not nearly as significant to Milwaukee and our hotels as wehad originally anticipated. Another major event that we expected would benefit our Milwaukee hotels in fiscal 2020, the Ryder Cup, wasoriginally scheduled for September 2020, but was rescheduled to September 2021. However, this event is contributing to our fiscal 2021group pace.

Forecasting what future RevPAR growth or decline will be during the next 18 to 24 months is very difficult at this time. Thenon-group booking window is very short, with most bookings occurring within three days of arrival, making even short-term forecasts offuture RevPAR growth very difficult. Hotel revenues have historically tracked very closely with traditional macroeconomic statisticssuch as the Gross Domestic Product, so we will be monitoring the economic environment very closely. After past shocks to the system,such as the terrorist attacks on September 11, 2001 and the 2008 financial crisis, hotel demand took longer to recover than othercomponents of the economy. Conversely, we now anticipate that hotel supply growth will be limited for the foreseeable future, whichcan be beneficial for our existing hotels. Most industry experts believe the pace of recovery will be steady, but relatively slow. In thenear-term, we believe it will be very important to have our marketing message focus on the health and safety of our associates andguests. We are focused on reaching the drive-to leisure market through aggressive campaigns promoting creative packages for ourguests. Overall, we generally expect our revenue trends to track or exceed the overall industry trends for our segment of the industry,particularly in our respective markets.

Our hotels and resorts division operating results during fiscal 2020 benefited from a new management contract added duringfiscal 2019 – the 468-room Hyatt Regency Schaumburg hotel in Schaumburg, Illinois. Conversely, we ceased management of the HeidelHouse Resort & Spa in Green Lake, Wisconsin and the Sheraton Chapel Hill Hotel in Chapel Hill, North Carolina during fiscal 2019,partially offsetting the impact of the new contract. In addition, early in our fiscal 2020 second quarter, we ceased management of theHilton Garden Inn Houston NW/Willowbrook in Houston, Texas and early in our fiscal 2020 third quarter, we ceased management of theMurieta Inn and Spa. As of the date of this filing, our current portfolio of hotels and resorts includes 18 owned and managed propertiesacross the country.

As discussed in the “Current Plans” section of this MD&A, although we will prioritize our own finances, we will consider anumber of potential growth opportunities that may impact fiscal 2021 and future period operating results. In addition, if we were to sellone or more hotels during fiscal 2021, our fiscal 2021 operating results could be significantly impacted. The extent of any such impactwill likely depend upon the timing and nature of the growth opportunity (pure management contract, management contract with equity,joint venture investment, or other opportunity) or divestiture (management retained, equity interest retained, etc.).

During our fiscal 2020 first quarter, Michael R. Evans joined us as the new president of Marcus Hotels & Resorts. Mr. Evans isa proven lodging industry executive with more than 20 years of experience in the hospitality industry with companies such as MarriottInternational, Inc. and MGM Resorts International. We believe that Mr. Evans’ proven development, operating and leadership experienceand strong roots in the hospitality industry make him extremely qualified to build on our hotels and resorts division’s long history ofsuccess. Prior to Mr. Evans joining us, Greg Marcus, our president and chief executive officer, had assumed operational oversight of thisdivision and served as acting-president of our hotels and resorts division during fiscal 2019, supported by a strong and experienced seniorleadership team.

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Liquidity and Capital Resources

Liquidity

Our movie theatre and hotels and resorts businesses, when open and operating normally, each generate significant and consistentdaily amounts of cash, because each segment’s revenue is derived predominantly from consumer cash purchases. Under normalcircumstances, we believe that these relatively consistent and predictable cash sources, as well as the availability of unused credit lines,would be adequate to support the ongoing operational liquidity needs of our businesses. A detailed description of our liquidity situationas of December 31, 2020 is described in detail above in the “Impact of the COVID-19 Pandemic” section of this MD&A.

Credit Agreement

On January 9, 2020, we entered into the Credit Agreement with several banks, including JPMorgan Chase Bank, N.A., asAdministrative Agent, and U.S. Bank National Association, as Syndication Agent. On April 29, 2020, we entered into the FirstAmendment, and on September 15, 2020 we entered into the Second Amendment. The Second Amendment became effective onSeptember 22, 2020.

The Credit Agreement provides for a revolving credit facility that matures on January 9, 2025 with an initial maximumaggregate amount of availability of $225 million. We may request an increase in the aggregate amount of availability under the CreditAgreement by an aggregate amount of up to $125 million by increasing the revolving credit facility or adding one or more tranches ofterm loans. Our ability to increase availability under the Credit Agreement is subject to certain conditions, including, among other things,the absence of any default or event of default or material adverse effect under the Credit Agreement. On January 9, 2020, we borrowed$68 million under the revolving credit facility to refinance the outstanding balance under our then-existing credit facility and to paycertain fees and expenses incurred in connection with the closing of the Credit Agreement. In conjunction with the First Amendment, wealso have an initial $90.8 million term loan facility that matures on September 22, 2021 (the maturity date was extended in conjunctionwith the Second Amendment). We used borrowings under the term loan facility to pay down revolving loans, to pay costs and expensesrelated to the First Amendment, and for general corporate purposes.

Borrowings under the Credit Agreement generally bear interest at a variable rate equal to: (i) LIBOR, subject to a 1% floor, plusa specified margin based upon our consolidated debt-to-capitalization ratio as of the most recent determination date; or (ii) the base rate(which is the highest of (a) the prime rate, (b) the greater of the federal funds rate and the overnight bank funding rate plus 0.50% or (c)the sum of 1% plus one-month LIBOR), subject to a 1% floor, plus a specified margin based upon our consolidated debt-to-capitalizationratio as of the most recent determination date. In addition, the Credit Agreement generally requires us to pay a facility fee equal to0.125% to 0.25% of the total revolving commitment, depending on our consolidated debt-to-capitalization ratio, as defined in the CreditAgreement. However, pursuant to the First Amendment and the Second Amendment: (A) in respect of revolving loans, (1) we arecharged a facility fee equal to 0.40% of the total revolving credit facility commitment and (2) the specified margin is 2.35% for LIBORborrowings and 1.35% for ABR borrowings, which facility fee rate and specified margins will remain in effect until the end of the firstfiscal quarter ending after the end of any period in which any portion of the term loan facility remains outstanding or the testing of anyfinancial covenant in the Credit Agreement is suspended (the “specified period”); and (B) in respect of term loans, the specified margin is2.75% for LIBOR borrowings and 1.75% for ABR borrowings, in each case, at all times.

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The Credit Agreement contains various restrictions and covenants applicable to us and certain of our subsidiaries. Among otherrequirements, the Credit Agreement (a) limits the amount of priority debt (as defined in the Credit Agreement) held by our restrictedsubsidiaries to no more than 20% of our consolidated total capitalization (as defined in the Credit Agreement), (b) limits our permissibleconsolidated debt-to-capitalization ratio to a maximum of 0.55 to 1.0, (c) requires us to maintain a consolidated fixed charge coverageratio of at least 3.0 to 1.0 as of the end of the fiscal quarter ending September 29, 2022 and each fiscal quarter thereafter, (d) restricts ourability and certain of our subsidiaries’ ability to incur additional indebtedness, pay dividends and other distributions (the restriction ondividends and other distributions does not apply to subsidiaries), and make voluntary prepayments on or defeasance of our 4.02% SeniorNotes due August 2025, 4.32% Senior Notes due February 2027, the notes or certain other convertible securities, (e) requires ourconsolidated EBITDA not to be less than or equal to (i) $0 as of September 30, 2021 for the fiscal quarter then ending, (ii) $20 million asof December 30, 2021 for the two consecutive fiscal quarters then ending, (iii) $35 million as of March 31, 2022 for the threeconsecutive fiscal quarters then ending or (iv) $60 million as of June 30, 2022 for the four consecutive fiscal quarters then ending, (f)requires our consolidated liquidity not to be less than or equal to (i) $125 million as of September 24, 2020, (ii) $125 million as ofDecember 31, 2020, (iii) $100 million as of April 1, 2021, (iv) $100 million as of July 1, 2021, or (v) $50 million as of the end of anyfiscal quarter thereafter until and including the fiscal quarter ending June 30, 2022; however, each such required minimum amount ofconsolidated liquidity would be reduced to $50 million for each such testing date if the initial term loans are paid in full as of such date,and (g) prohibits us and certain of our subsidiaries from incurring or making capital expenditures, in the aggregate for us and suchsubsidiaries, (i) during the period beginning on April 1, 2020 through and including December 31, 2020 in excess of the sum of $22.5million plus certain adjustments, or (ii) during our 2021 fiscal year in excess of $50 million plus certain adjustments.

Pursuant to the Credit Agreement, we are required to apply net cash proceeds received from certain events, including certainasset dispositions, casualty losses, condemnations, equity issuances, capital contributions, and the incurrence of certain debt, to prepayoutstanding term loans. In addition, if, at any time during the specified period, we and certain of our subsidiaries’ aggregate unrestrictedcash on hand exceeds $75 million, the Credit Agreement requires us to prepay revolving loans under the Credit Agreement by theamount of such excess, without a corresponding reduction in the revolving commitments under the Credit Agreement.

In connection with the Credit Agreement: (i) we and certain of our subsidiaries have pledged, subject to certain exceptions,security interests and liens in and on (a) substantially all of their respective personal property assets and (b) certain of their respectivereal property assets, in each case, to secure the Credit Agreement and related obligations; and (ii) certain of our subsidiaries haveguaranteed our obligations under the Credit Agreement. The foregoing security interests, liens and guaranties will remain in effect untilthe Collateral Release Date (as defined in the Credit Agreement).

The Credit Agreement contains customary events of default. If an event of default under the Credit Agreement occurs and iscontinuing, then, among other things, the lenders may declare any outstanding obligations under the Credit Agreement to be immediatelydue and payable and exercise rights and remedies against the pledged collateral.

4.02% Senior Notes and 4.32% Senior Notes

On June 27, 2013, we entered into a Note Purchase Agreement (the “4.02% Senior Notes Agreement”) with the severalpurchasers party to the 4.02% Senior Notes Agreement, pursuant to which we issued and sold $50 million in aggregate principal amountof our 4.02% Senior Notes due August 14, 2025 (the “4.02% Notes”) in a private placement exempt from the registration requirements ofthe Securities Act of 1933, as amended (the “Securities Act”). We used the net proceeds from the issuance and sale of the 4.02% Notes toreduce existing borrowings under our revolving credit facility and for general corporate purposes. On December 21, 2016, we enteredinto a Note Purchase Agreement (the “4.32% Senior Notes Agreement”) with the several purchasers party to the 4.32% Senior NotesAgreement, pursuant to which we issued and sold $50 million in aggregate principal amount of our 4.32% Senior Notes due February 22,2027 (the “4.32% Notes” and, together with the 4.02% Notes, the “Notes”) in a private placement exempt from the registrationrequirements of the Securities Act. We used the net proceeds of the sale of the 4.32% Notes to repay outstanding indebtedness and forgeneral corporate purposes.

On September 15, 2020 we entered into an amendment to the 4.02% Senior Notes Agreement (the “4.02% Third Amendment”and the 4.02% Senior Notes Agreement, as previously amended and as amended by the 4.02% Third Amendment, the “Amended 4.02%Senior Notes Agreement”). The modifications of the 4.02% Senior Notes Agreement under the 4.02% Third Amendment becameeffective on September 22, 2020. On September 15, 2020 we entered into an amendment to the 4.32% Senior Notes Agreement (the“4.32% Third Amendment” and the 4.32% Senior Notes Agreement, as previously amended and as amended by the 4.32% ThirdAmendment, the “Amended 4.32% Senior Notes Agreement” and, together with the Amended 4.02% Senior Notes Agreement, the“Amended Senior Notes Agreements”). The modifications of the 4.32% Senior Notes Agreement under the 4.32% Third Amendmentbecame effective on September 22, 2020.

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Interest on the 4.02% Notes is payable semi-annually in arrears on the 14th day of February and August in each year and atmaturity. Interest on the 4.32% Notes is payable semi-annually in arrears on the 22nd day of February and August in each year and atmaturity. Beginning on August 14, 2021 and on the 14th day of August each year thereafter to and including August 14, 2024, we will berequired to prepay $10 million of the principal amount of the 4.02% Notes. Additionally, we may make optional prepayments at any timeupon prior notice of all or part of the Notes, subject to the payment of a make-whole amount (as defined in the Amended Senior NotesAgreements, as applicable). Furthermore, until the last day of the first fiscal quarter ending after the Collateral Release Date (as definedin the Amended Senior Notes Agreements, as applicable), we are required to pay a fee to each Note holder in an amount equal to 0.975%of the aggregate principal amount of Notes held by such holder. Such fee is payable quarterly (0.24375% of the aggregate principalamount of the Notes per quarter). The entire outstanding principal balance of the 4.32% Notes will be due and payable on February 22,2027. The entire unpaid principal balance of the 4.02% Notes will be due and payable on August 14, 2025. The Notes rank pari passu inright of payment with all of our other senior unsecured debt.

The Amended Senior Notes Agreements contain various restrictions and covenants applicable to us and certain of oursubsidiaries. Among other requirements, the Amended Senior Notes Agreements (a) limit the amount of priority debt held by us or byour restricted subsidiaries to 20% of our consolidated total capitalization, (b) limit our permissible consolidated debt to 65% of ourconsolidated total capitalization, (c) require us to maintain a consolidated fixed charge coverage ratio of at least 2.5 to 1.0 as of the end ofthe fiscal quarter ending September 29, 2022 and each fiscal quarter thereafter, (d) require our consolidated EBITDA not to be less thanor equal to (i) $0 as of September 30, 2021 for the fiscal quarter then ending, (ii) $20 million as of December 30, 2021 for the twoconsecutive fiscal quarters then ending, (iii) $35 million as of March 31, 2022 for the three consecutive fiscal quarters then ending or (iv)$60 million as of June 30, 2022 for the four consecutive fiscal quarters then ending, (e) require our consolidated liquidity not to be lessthan or equal to (i) $125 million as of September 24, 2020, (ii) $125 million as of December 31, 2020, (iii) $100 million as of April 1,2021, (iv) $100 million as of July 1, 2021, or (v) $50 million as of the end of any fiscal quarter thereafter until and including the fiscalquarter ending June 30, 2022; however, each such required minimum amount of consolidated liquidity would be reduced to $50 millionfor each such testing date if the initial term loans under the Credit Agreement are paid in full as of such date, and (f) prohibit us andcertain of our subsidiaries from incurring or making capital expenditures, in the aggregate for us and such subsidiaries, (i) during theperiod beginning on April 1, 2020 through and including December 31, 2020 in excess of the sum of $22.5 million plus certainadjustments, or (ii) during our 2021 fiscal year in excess of $50 million plus certain adjustments.

In connection with the Amended Senior Notes Agreements: (i) we and certain of our subsidiaries have pledged, subject tocertain exceptions, security interests and liens in and on (a) substantially all of their respective personal property assets and (b) certain oftheir respective real property assets, in each case, to secure the Notes and related obligations; and (ii) certain subsidiaries of ours haveguaranteed our obligations under the Amended Senior Notes Agreements and the Notes. The foregoing security interests, liens andguaranties will remain in effect until the Collateral Release Date.

The Amended Senior Notes Agreements also contain customary events of default. If an event of default under the AmendedSenior Notes Agreements occurs and is continuing, then, among other things, the purchasers may declare any outstanding obligationsunder the Amended Senior Notes Agreements and the Notes to be immediately due and payable and the Note holders may exercise theirrights and remedies against the pledged collateral.

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Convertible Notes

On September 17, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, asrepresentative of the several initial purchasers (the “Initial Purchasers”), to issue and sell $100.05 million aggregate principal amount ofour 5.00% Convertible Senior Notes due 2025 (the “Convertible Notes”) of which an aggregate principal amount of $13.05 million ofNotes was issued pursuant to the exercise by the Initial Purchasers of their option to purchase additional Convertible Notes. We offeredand sold the Convertible Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a) (2) of theSecurities Act, and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to theexemption from registration provided by Rule 144A under the Securities Act. We relied on these exemptions from registration based inpart on representations made by the Initial Purchasers in the Purchase Agreement. The shares of the Company’s common stock, par value$1.00 per share (the “Common Stock”), issuable upon conversion of the Convertible Notes, if any, have not been registered under theSecurities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registrationrequirements. To the extent that any shares of the Common Stock are issued upon conversion of the Convertible Notes, they will beissued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because nocommission or other remuneration is expected to be paid in connection with conversion of the Convertible Notes and any resultingissuance of shares of the Common Stock. The Purchase Agreement includes customary representations, warranties and covenants by usand customary closing conditions. Under the terms of the Purchase Agreement, we agreed to indemnify the Initial Purchasers againstcertain liabilities.

The Convertible Notes were issued pursuant to an indenture (the “Indenture”), dated September 22, 2020, between our companyand U.S. Bank National Association, as trustee. The net proceeds from the sale of the Convertible Notes were approximately $78.6million (after deducting the Initial Purchasers’ fees and our estimated fees and expenses related to the offering and the cost of the cappedcall transactions). We used approximately $16.9 million of net proceeds from the offering to pay the cost of the Capped Call Transactions(as defined below). We used the remainder of the net proceeds from the offering to repay borrowings under our revolving credit facilityand for general corporate purposes. The Convertible Notes are senior unsecured obligations and rank (i) senior in right of payment to anyof our indebtedness that is expressly subordinated in right of payment to the Convertible Notes; (ii) equal in right of payment to any ofour unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of our secured indebtedness tothe extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities(including trade payables) of our subsidiaries.

The Convertible Notes bear interest from September 22, 2020 at a rate of 5.00% per year. Interest will be payable semiannuallyin arrears on March 15 and September 15 of each year, beginning on March 15, 2021. The Convertible Notes may bear additional interestunder specified circumstances relating to our failure to comply with our reporting obligations under the Indenture or if the ConvertibleNotes are not freely tradeable as required by the Indenture. The Convertible Notes will mature on September 15, 2025, unless earlierrepurchased or converted. Prior to March 15, 2025, the Convertible Notes will be convertible at the option of the holders only under thefollowing circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2020 (and only duringsuch fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during aperiod of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greaterthan or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period immediately afterany five consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of theConvertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of theCommon Stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or afterMarch 15, 2025, the Convertible Notes will be convertible at the option of the holders at any time until the close of business on thesecond scheduled trading day immediately preceding the maturity date.

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Upon conversion, the Convertible Notes may be settled, at our election, in cash, shares of Common Stock or a combinationthereof. The initial conversion rate is 90.8038 shares of Common Stock per $1,000 principal amount of the Convertible Notes (equivalentto an initial conversion price of approximately $11.01 per share of Common Stock), representing an initial conversion premium ofapproximately 22.5% to the $8.99 last reported sale price of the Common Stock on The New York Stock Exchange on September 17,2020. If we undergo certain fundamental changes, holders of Convertible Notes may require us to repurchase for cash all or part of theirConvertible Notes for a purchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accruedand unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a make-whole fundamental change occursprior to the maturity date, we will, under certain circumstances, increase the conversion rate for holders who convert Convertible Notesin connection with such make-whole fundamental change. We may not redeem the Convertible Notes before maturity and no “sinkingfund” is provided for the Convertible Notes. The Indenture includes covenants customary for securities similar to the Convertible Notes,sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable and sets forth certaintypes of bankruptcy or insolvency events of default involving our company and certain of our subsidiaries after which the ConvertibleNotes become automatically due and payable.

Capped Call Transactions

In connection with the pricing of the Convertible Notes on September 17, 2020, and in connection with the exercise by theInitial Purchasers of their option to purchase additional Convertible Notes on September 18, 2020, we entered into privately negotiatedCapped Call Transactions (the “Capped Call Transactions”) with certain of the Initial Purchasers and/or their respective affiliates and/orother financial institutions (the “Capped Call Counterparties”). The Capped Call Transactions are expected generally to reduce potentialdilution of our common stock upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make inexcess of the principal amount of such converted Convertible Notes, as the case may be, in the event that the market price per share orour common stock, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped CallTransactions, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustmentssubstantially similar to those applicable to the conversion rate of the Convertible Notes. If, however, the market price per share of ourcommon stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions,there would nevertheless be dilution to the extent that such market price exceeds the cap price of the Capped Call Transactions. The capprice of the Capped Call Transactions will initially be $17.98 per share (in no event shall the cap price be less than the strike price of$11.0128), which represents a premium of 100% over the last reported sale price of the Common Stock of $8.99 per share on The NewYork Stock Exchange on September 17, 2020, and is subject to certain adjustments under the terms of the Capped Call Transactions. TheCapped Call Transactions are separate transactions entered into by us with the Capped Call Counterparties, are not part of the terms ofthe Convertible Notes and will not change the rights of holders of the Convertible Notes under the Convertible Notes and the Indenture.

Summary

Our long-term debt has scheduled annual principal payments, net of amortization of debt issuance costs, of $10.5 million and$10.9 million in fiscal 2021 and fiscal 2022, respectively. We believe that the actions that have been taken will allow us to have sufficientliquidity to meet our obligations as they come due and to comply with our debt covenants for at least 12 months from the issuance date ofthe consolidated financial statements. However, future compliance with our debt covenants could be impacted if we are unable to resumeoperations as currently expected, which could be impacted by matters that are not entirely in our control, such as the continuation ofprotective actions that federal, state and local governments have taken and the timing of new movie releases (as described in the Impactof the COVID-19 Pandemic section of this MD&A). Future compliance with our debt covenants could also be impacted if the speed ofrecovery of our theatres and hotels and resorts businesses is slower than currently expected. For example, our current expectations arethat our theatre division will significantly underperform during our fiscal 2021 first quarter compared to the prior year, improve duringthe fiscal 2021 second quarter (but still report results materially below the prior year), before beginning to progressively return to closer-to-normal performance during the second half of fiscal 2021. Our current expectations for our hotels and resorts division are that we willcontinue to significantly underperform during our fiscal 2021 first quarter compared to the prior year, before beginning to showimprovement in each succeeding quarter compared to our current state. We do not expect to return to pre-COVID-19 occupancy levelsduring fiscal 2021. Even if one or both of our divisions progressively return to closer-to-normal performance and operations in thesecond half of fiscal 2021, it is possible that the impact of COVID-19 may be greater than currently expected across one or both of ourdivisions such that we may be unable to comply with our debt covenants. In such an event, we would either seek covenant waivers orattempt to amend our covenants, though there is no certainty that we would be successful in such efforts.

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Financial Condition

Fiscal 2020 versus Fiscal 2019

Net cash used in operating activities totaled $68.6 million during fiscal 2020, compared to net cash provided by operatingactivities of $141.5 million during fiscal 2019, a decrease of $210.1 million. The decrease in net cash provided by operating activities infiscal 2020 was due primarily to reduced net earnings and the unfavorable timing in the payment of accounts payable and accruedcompensation, partially offset by the favorable timing in the collection of accounts receivable.

Net cash used in investing activities during fiscal 2020 totaled $12.1 million compared to $93.9 million during fiscal 2019, adecrease of $81.8 million, or 87.1%. The decrease in net cash used in investing activities was primarily the result of the $30.3 millioncash consideration in the Movie Tavern Acquisition during fiscal 2019 and the fact that we have significantly reduced our capitalexpenditures during fiscal 2020 due to the impact of the COVID-19 pandemic. Proceeds received from disposals of property, equipmentand other assets and the sale of trading securities also contributed to our decrease in net cash used in investing activities during fiscal2020. We did not incur any acquisition-related capital expenditures during fiscal 2020.

Total cash capital expenditures (including normal continuing capital maintenance and renovation projects) totaled $21.4 millionduring fiscal 2020 compared to $64.1 million during fiscal 2019, a decrease of $42.7 million, or 66.7%. We incurred capital expendituresof approximately $1.8 million during fiscal 2020 related to development costs of a proposed new theatre (as described above, we havesubsequently abandoned plans to build this theatre) . We incurred capital expenditures of approximately $3.3 million during fiscal 2019related to development costs of one new theatre that opened during fiscal 2019. We did not incur any capital expenditures related todeveloping new hotels during either period. We incurred approximately $15.8 million and $31.5 million, respectively, of capitalexpenditures during fiscal 2020 and fiscal 2019 in our theatre division, including the aforementioned costs associated with constructing anew theatre, as well as costs associated with the addition of DreamLounger recliner seating, our Take Five Lounge and Zaffiro’s Expressand food and beverage concepts, and UltraScreen DLX and SuperScreen DLX premium large format screens at selected theatres, each asdescribed in the “Current Plans” section of this MD&A. We incurred approximately $4.7 million of capital expenditures in our hotels andresorts division during fiscal 2020, consisting primarily of maintenance capital projects at our company-owned hotels and resorts. Wealso incurred capital expenditures in our hotels and resorts division during fiscal 2019 of approximately $31.8 million, consistingprimarily of costs associated with the conversion of the InterContinental Milwaukee into the Saint Kate and renovation of the HiltonMadison Monona Terrace, as well as normal maintenance capital projects at our other properties. Our current estimated fiscal 2021 cashcapital expenditures, which we anticipate may be in the $15-$25 million range, are described in greater detail in the “Current Plans”section of this MD&A.

Net cash provided by financing activities during fiscal 2020 totaled $69.1 million, compared to net cash used in financingactivities of $43.8 million during fiscal 2019. As described above, we drew down on the full amount available under our revolving creditfacility during the first quarter of fiscal 2020 (after taking into consideration outstanding letters of credit that reduce revolveravailability). As also described above, we incurred $90.8 million of new short-term borrowings early in our fiscal 2020 second quarterand issued $100.05 million in convertible notes in our fiscal 2020 third quarter, the majority of which was used to repay existingborrowings under our revolving credit facility. Net cash provided by financing activities during fiscal 2020 was reduced by $16.9 millionof Capped Call Transactions described above. As a result, we added $221.5 million of new short-term revolving credit facilityborrowings, and we made $302.5 million of repayments on short-term revolving credit facility borrowings during fiscal 2020 (netdecrease in borrowings on our credit facility of $81.0 million).

We did not issue any new long-term debt during fiscal 2019. We used excess cash during fiscal 2019 to reduce our borrowingsunder our revolving credit facility. As short-term revolving credit facility borrowings became due, we replaced them as necessary withnew short-term revolving credit facility borrowings. During fiscal 2019, we also used borrowings from our revolving credit facility tofund the cash consideration in the Movie Tavern Acquisition. As a result, we added $335.0 million of new short-term revolving creditfacility borrowings and we made $333.0 million of repayments on short-term revolving credit facility borrowings during fiscal 2019 (netincrease in borrowings on our credit facility of $2.0 million).

As described in the Hotels and Resorts section of this MD&A, we received PPP loan proceeds during the second quarter offiscal 2020, the majority of which were used for qualifying expenses during the second quarter that we believe will result in forgivenessof the loan under provisions of the CARES Act. Approximately $3.4 million of the PPP loan proceeds were not used for qualifyingexpenses as of December 31, 2020 and contributed to the increase in net cash provided by financing activities during fiscal 2020compared to the prior year.

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Principal payments on long-term debt were $9.4 million during fiscal 2020 and included a $9.0 million final payment on seniornotes that matured in April 2020. Principal payments on long-term debt were $24.6 million during fiscal 2019 and included therepayment of a $14.6 million mortgage note on a hotel. We incurred $7.6 million in debt issuance costs during fiscal 2020. We did notincur any debt issuance costs during fiscal 2019.

Our debt-to-capitalization ratio (including short-term borrowings and excluding our finance lease obligations) was 0.37 atDecember 31, 2020 compared to 0.26 at December 26, 2019. Based upon our current expectations for our fiscal 2021 operating resultsand capital expenditures, we anticipate that our total long-term debt and debt-to-capitalization ratio may modestly increase during fiscal2021. Our actual total long-term debt and debt-to-capitalization ratio at the end of fiscal 2021 are dependent upon, among other things,our actual operating results, capital expenditures, asset sales proceeds and potential equity transactions during the year.

We repurchased approximately 38,000 shares of our common stock for approximately $696,000 and 30,000 shares of ourcommon stock for approximately $1.1 million, respectively, during fiscal 2020 and fiscal 2019 in conjunction with the exercise of stockoptions. As of December 31, 2020, approximately 2.7 million shares of our common stock remained available for repurchase under priorBoard of Directors repurchase authorizations. Under these authorizations, we may repurchase shares of our common stock from time totime in the open market, pursuant to privately-negotiated transactions or otherwise, depending upon a number of factors, includingprevailing market conditions. The Credit Agreement, as amended, currently restricts our ability to repurchase shares in the open marketuntil such time as we have paid off the Term Loan A and returned to compliance with our prior covenants under the Credit Agreement.

In conjunction with the Movie Tavern acquisition, we issued 2,450,000 shares of our common stock to the seller during the firstquarter of fiscal 2019. This non-cash transaction reduced treasury stock and increased capital in excess of par by the value of the sharesat closing of approximately $109.2 million.

We paid regular quarterly dividends totaling $5.1 million and $19.3 million, respectively, during fiscal 2020 and fiscal 2019. Asdescribed above, the Credit Agreement, as amended, required us to temporarily suspend our quarterly dividend payments for theremainder of 2020 and first two quarters of fiscal 2021. The Credit Agreement also limits the total amount of quarterly dividendpayments during the four subsequent quarters beginning with the third quarter of fiscal 2021, unless the Term Loan A is repaid and weare in compliance with prior financial covenants under the Credit Agreement, at which point we have the ability to declare quarterlydividend payments as we deem appropriate.

Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements

The following schedule details our contractual obligations at December 31, 2020 (in thousands):

Payments Due by Period Less Than After

Total 1 Year 1-3 Years 4-5 Years 5 YearsLong-term debt $ 226,007 $ 10,548 $ 21,953 $ 135,605 $ 57,901Interest on fixed-rate long term debt(1) 52,613 11,278 20,111 16,529 4,695Pension obligations 48,604 1,401 3,235 3,954 40,014Operating lease obligations 337,952 30,318 53,731 50,814 203,089Finance lease obligations 27,516 3,722 6,565 5,954 11,275Short-term borrowings 87,194 87,194 — — —Construction commitments 2,094 2,094 — — —Total contractual obligations $ 781,980 $ 146,555 $ 105,595 $ 212,856 $ 316,974

(1) Interest on variable-rate debt obligations is excluded due to significant variations that may occur in each year related to the amountof variable-rate debt and the accompanying interest rate.

Additional detail describing our long-term debt is included in Note 7 to our consolidated financial statements.

As of December 31, 2020, we had no additional material purchase obligations other than those created in the ordinary course ofbusiness related to property and equipment, which generally have terms of less than 90 days. We had long-term obligations related to ouremployee benefit plans, which are discussed in detail in Note 10 to our consolidated financial statements. We have not included uncertaintax obligations in the table of contractual obligations set forth above due to uncertainty as to the timing of any potential payments.

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As of December 31, 2020, we had no debt or lease guarantee obligations.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk related to changes in interest rates, and we manage our exposure to this market risk bymonitoring available financing alternatives.

Variable interest rate debt outstanding as of December 31, 2020 (including short-term borrowings) totaled $87.8 million ($87.2million net of debt issuance costs), carried an average interest rate of 3.75% and represented 27.7% of our total debt portfolio. Afteradjusting for outstanding swap agreements described below, variable interest rate debt outstanding as of December 31, 2020 (includingshort term borrowing) totaled $37.8 million, carried an average interest rate of 3.75% and represented 11.9% of our total debt portfolio.Our earnings may be affected by changes in short-term interest rates as a result of our borrowings under our revolving credit facility. OurCredit Agreement currently provides for a 1.0% LIBOR floor. Based upon the interest rates in effect on our variable rate debtoutstanding as of December 31, 2020, LIBOR would need to increase by approximately 81 basis points before our annual interestexpense would be impacted. If that were to happen, an additional 100 basis point increase in market interest rates above the LIBOR floorwould increase our annual interest expense by approximately $378,000, taking our outstanding swap agreements into consideration.

Fixed interest rate debt totaled $229.7 million as of December 31, 2020, carried an average interest rate of 4.9% and represented72.3% of our total debt portfolio. After adjusting for outstanding swap agreements described below, fixed interest rate debt totaled$279.7 million as of December 31, 2020, carried an average interest rate of 5.0% and represented 88.1% of our total debt portfolio. Fixedinterest rate debt included the following: senior notes bearing interest semiannually at fixed rates ranging from 4.02% to 4.32% (plus aspecified period fee of 0.975% described above), maturing in fiscal 2021 through 2027; convertible senior notes bearing interest of 5.0%,maturing in fiscal 2025, fixed rate mortgages and other debt instruments bearing interest from 3.00% to 5.75%, maturing in fiscal 2025and 2042, and PPP loans bearing interest at 1.0%, maturing in fiscal 2024. The fair value of our fixed interest rate debt is subject tointerest rate risk. Generally, the fair market value of our fixed interest rate debt will increase as interest rates fall and decrease as interestrates rise. As of December 31, 2020, the fair value of our $100.0 million of senior notes was approximately $100.0 million. As ofDecember 31, 2020, the fair value of our $100.05 million of convertible senior notes was approximately $144.7 million. Based upon therespective rate and prepayment provisions of our remaining fixed interest rate mortgage and unsecured term note at December 31, 2020,the carrying amounts of such debt approximated fair value as of such date.

The variable interest rate debt (including short-term borrowings) and fixed interest rate debt outstanding as of December 31,2020 matures as follows (in thousands):

F2021 F2022 F2023 F2024 F2025 Thereafter TotalVariable interest rate $ 87,194 $ — $ — $ — $ — $ — $ 87,194Fixed interest rate 11,317 11,716 11,775 11,835 125,115 57,933 229,691Debt issuance costs (769) (769) (769) (768) (577) (32) (3,684)

Total debt $ 97,742 $ 10,947 $ 11,006 $ 11,067 $ 124,538 $ 57,901 $ 313,201

We periodically enter into interest rate swap agreements to manage our exposure to interest rate changes. These swaps involvethe exchange of fixed and variable interest rate payments. Payments or receipts on the agreements are recorded as adjustments to interestexpense.

On March 1, 2018, we entered into two interest rate swap agreements covering $50.0 million of floating rate debt which requireus to pay interest at a defined fixed rate while receiving interest at a defined variable rate of one-month LIBOR. The first swap had anotional amount of $25.0 million, expired on March 1, 2021 and had a fixed rate of 2.559%. The second swap has a notional amount of$25.0 million, expires on March 1, 2023 and has a fixed rate of 2.687%. The interest rate swaps are considered effective for accountingpurposes and qualify as cash flow hedges. These swap agreements did not materially impact our fiscal 2020 earnings and we do notexpect the interest rate swaps to materially impact our fiscal 2021 earnings.

Critical Accounting Policies and Estimates

This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with accountingprinciples generally accepted in the United States. The preparation of our financial statements requires us to make estimates andjudgments that affect our reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets andliabilities.

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On an on-going basis, we evaluate our estimates associated with critical accounting policies. We base our estimates on historicalexperience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form thebasis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actualresults may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect the most significant judgments and estimates used in the preparationof our consolidated financial statements.

● We review long-lived assets, including property and equipment, operating lease right-of-use assets and our trade nameintangible asset, for impairment at least annually, or whenever events or changes in circumstances indicate that the carryingamount of any such asset may not be recoverable. Such review is primarily done at the individual theatre or hotel propertylevel, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of otherasset groups. We use judgment to determine whether indicators of impairment exist. The determination of the occurrence ofa triggering event is based upon our knowledge of the theatre and hospitality industries, historical experience such as recentoperating results, location of the property, market conditions, recent events or transactions, and property-specificinformation available at the time of the assessment. When a triggering event occurs, judgment is also required indetermining the assumptions and estimates to use within the recoverability analysis and when calculating the fair value ofthe asset if it is determined that the long-lived asset is not recoverable. In performing these analyses, we must makeassumptions regarding the estimated future cash flows and other factors that a market participant would make to determinethe fair value of the respective assets. The estimate of cash flows is based upon, among other things, certain assumptionsabout expected future operating performance and anticipated sales prices. Our estimates of cash flows are sensitive toassumed revenue growth rates and may differ from actual cash flows due to factors such as economic conditions, thecontinuing impact of the COVID-19 pandemic, changes to our business model or changes in our operating performanceand anticipated sales prices. For long-lived assets other than goodwill, if the sum of the undiscounted estimated cash flowsis less than the current carrying value, we then prepare a fair value analysis of the asset. If the carrying value of the assetexceeds the fair value of the asset, we recognize an impairment loss, measured as the amount by which the carrying valueexceeds the fair value of the asset. During fiscal 2020, we recorded before-tax impairment charges totaling $24.7 millionrelated to our trade name intangible asset and multiple theatre locations. During fiscal 2019, we recorded a before-taximpairment charge of $1.9 million related to a specific theatre location. We did not record any impairment losses duringfiscal 2018.

● Periodically, we make acquisitions that may have a material impact on our consolidated financial position. Assets acquiredand liabilities assumed in acquisitions are recorded at fair value as of the acquisition date. We use judgment to allocate thepurchase price of the businesses acquired to the identifiable tangible and intangible assets acquired and liabilities assumed.In some cases, we may use an independent valuation firm to assist with our valuation, and our assumptions and estimatesare based upon comparable market data and information obtained from our management and the management of theacquired businesses using acceptable valuation techniques. Generally, tangible assets acquired include property andequipment, finance lease right-of-use assets and operating lease right-of-use assets. Intangible assets acquired may includetradename intangibles, non-compete agreements or goodwill in a business combination. While we use our best estimatesand assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates areinherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one yearfollowing the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the correspondingoffset to goodwill. During fiscal 2019, we acquired the assets of Movie Tavern for a total purchase price of approximately$139.3 million.

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● We review goodwill for impairment annually or more frequently if certain indicators arise. We perform our annualimpairment test on the last day of our fiscal year. We believe performing the test at the end of the fiscal year is preferable asthe test is predicated on qualitative factors which are developed and finalized near fiscal year-end. Goodwill is tested forimpairment at a reporting unit level, determined to be at an operating segment level. When reviewing goodwill forimpairment, we consider the amount of excess fair value over the carrying value of the reporting unit, the period of timesince the last quantitative test, and other factors to determine whether or not to first perform a qualitative test. Whenperforming a qualitative test, we assess numerous factors to determine whether it is more likely than not that the fair valueof our reporting unit is less than its carrying value. Examples of qualitative factors that we assess include our share price,our financial performance, market and competitive factors in our industry, and other events specific to the reporting unit. Ifwe conclude that it is more likely than not that the fair value of our reporting unit is less than its carrying value, we performa quantitative test by comparing the carrying value of the reporting unit to the estimated fair value. Primarily all of ourgoodwill relates to our theatre segment.

Due to the COVID-19 pandemic and the temporary closing of all of our theatre locations, we determined that a triggeringevent occurred during the 13 weeks ended March 26, 2020 and performed a quantitative analysis. In order to determine fairvalue, we used assumptions based on information available to us as of March 26, 2020, including both market data andforecasted cash flows. We then used this information to determine fair value and determined that the fair value of ourtheatre reporting unit exceeded our carrying value by approximately 20% and deemed that no impairment was indicated asof March 26, 2020. During the 13 weeks ended June 25, 2020, we determined that there were no indicators of impairmentthat would require an additional quantitative analysis as of June 25, 2020. Due to the ongoing impact of the COVID-19pandemic, the continued temporary closing of several of our theatre locations, and a reduction in our share price, wedetermined that a triggering event occurred during the 13 weeks ended September 24, 2020 and performed a quantitativeanalysis. In order to determine fair value, we used assumptions based on information available to us as of September 24,2020, including both market data and forecasted cash flows. We then used this information to determine fair value anddetermined that the fair value of our theatre reporting unit exceeded our carrying value by approximately 17% and deemedthat no impairment was indicated as of September 24, 2020. We also performed a quantitative analysis as of December 31,2020. In order to determine fair value, we used assumptions based on information available to us as of December 31, 2020,including both market data and forecasted cash flows. We then used this information to determine fair value and determinedthat the fair value of our theatre reporting unit exceeded our carrying value by approximately 21% and deemed that noimpairment was indicated as of December 31, 2020. If we are unable to achieve our forecasted cash flow or if marketconditions worsen, our goodwill could be impaired at a later date. The fair value of our theatre reporting unit exceeded ourcarrying value for fiscal 2019 and fiscal 2018 by a substantial amount.

● When accounting for the issuance of convertible debt instruments, we separate the convertible debt instrument into aliability component and an equity component. The carrying amount of the liability component is calculated by estimatingthe fair value using assumptions that market participants would use in pricing a similar debt instrument of similar creditquality and maturity that does not have an associated convertible feature, including market interest rates. Determining thefair value of the debt component requires the use of accounting estimates and assumptions. These estimates andassumptions are judgmental in nature and could have a significant impact on the determination of the debt component andthe associated non-cash interest expense. The carrying amount of the equity component, representing the conversionoption, which does not meet the criteria for separate accounting as a derivative if it is indexed in our own stock, isdetermined by deducting the fair value of the liability component from the par value of the convertible debt instrument.The equity component is included in capital in excess of par in the consolidated balance sheet and is not remeasured aslong as it continues to meet the conditions for equity classification. The difference between the principal amount of theconvertible debt instrument and the liability component represents the debt discount, which is recorded as a directdeduction from the related debt liability and amortized to interest expense using the effective interest method over the termof the convertible debt instrument.

In addition, debt issuance costs related to the issuance of convertible debt instruments are allocated to the liability andequity components based on their relative values. Debt issuance costs allocated to the liability component are amortizedover the life of the convertible debt instrument as additional non-cash interest expense. The transaction costs allocated tothe equity component are netted with the equity component of the convertible debt instrument in stockholders’ equity.

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On January 1, 2021, the first day of our fiscal 2021, we early adopted ASU No. 2020-06, Debt – Debt with Conversion andOther Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40):Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which eliminates the separation of theconvertible debt instrument into a lability component and an equity component. Refer to Note 1 of the notes to ourconsolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

● Depreciation expense is based on the estimated useful life of our assets. The life of the assets is based on a number ofassumptions, including cost and timing of capital expenditures to maintain and refurbish the asset, as well as specificmarket and economic conditions. While management believes its estimates are reasonable, a change in the estimated livescould affect depreciation expense and net earnings or the gain or loss on the sale of any of the assets. During fiscal 2018,we changed the estimated lives of certain assets at our InterContinental Milwaukee due to our decision to convert this hotelinto a new, art-themed hotel, the Saint Kate. As a result, we reported additional depreciation of approximately $3.7 millionduring fiscal 2018.

Accounting Changes

For a description of recent accounting pronouncements, Sec Note 1 of the notes to our consolidated financial statementsincluded in Part II, Item 8 of this annual report on Form 10K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The information required by this item is set forth in “Item 7. Management’s Discussion and Analysis of Financial Condition andResults of Operations – Quantitative and Qualitative Disclosures About Market Risk” above.

Item 8. Financial Statements and Supplementary Data.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such termis defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including ourprincipal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control overfinancial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of SponsoringOrganizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control – Integrated Framework(2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2020. TheCompany’s auditors, Deloitte & Touche LLP, have issued an attestation report on our internal control over financial reporting. Thatattestation report is set forth in this Item 8.

Gregory S. Marcus Douglas A. NeisPresident and Chief Executive Officer Executive Vice President, Chief Financial Officer and Treasurer

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of The Marcus Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Marcus Corporation and subsidiaries (the "Company") as ofDecember 31, 2020 and December 26, 2019, the related consolidated statements of earnings (loss), comprehensive income (loss),shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of the Company as of December 31, 2020 and December 26, 2019, and the results of its operations and its cash flowsfor each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in theUnited States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control —Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report datedMarch 5, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 8 to the financial statements, the Company changed its method of accounting for leases in the year ended December26, 2019 due to the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), using the modified retrospective method.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on theCompany's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to beindependent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations ofthe Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Ouraudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error orfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used andsignificant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that ouraudits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that werecommunicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material tothe financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of criticalaudit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating thecritical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which theyrelate.

Long-Lived Assets – Assessment and Evaluation of Impairment – Refer to Note 1 and Note 4 to the financial statements

Critical Audit Matter Description

As of December 31, 2020, the Company had $848 million of net property and equipment and $230 million of operating lease right-of-useassets. The Company assesses long-lived assets for impairment at the individual hotel or theatre property level whenever events orchanges in circumstances indicate the carrying amount of an asset group may not be recoverable. During the year ended December 31,2020, the Company recorded an impairment loss of $22.1 million.

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In assessing long-lived assets for indicators of potential impairment, the Company considered quantitative and qualitative factors,including evaluating the historical actual operating performance of the properties and assessing the impact of recent economic andindustry events impacting the properties, including the COVID-19 pandemic. Evaluating whether these quantitative and qualitativefactors represented an indicator of potential impairment required significant judgment by management.

When indicators of impairment were present, the Company determined if the individual hotel or theatre properties were recoverable byassessing whether the sum of the estimated undiscounted future cash flows attributable to such assets was less than their carryingamounts. In instances where the estimated undiscounted future cash flows attributable to these assets were less than the carryingamounts, the Company determined the fair value of the individual hotel or theatre properties and recorded an impairment loss based onthe excess of the carrying amount over the fair value. The most significant assumption inherent in these recoverability and impairmentanalyses was the forecasted future cash flows (primarily driven by revenue and earnings).

We identified the assessment and evaluation of impairment of long-lived assets as a critical audit matter because of the subjectivity usedby management when identifying and evaluating potential impairment indicators, and when estimating forecasted future cash flows intheir recoverability and impairment analyses, which are impacted by the timing of recovery from the COVID-19 pandemic. A highdegree of auditor judgment was required when performing audit procedures to evaluate whether management appropriately identifiedand evaluated potential impairment indicators, and when evaluating the reasonableness of management’s forecasted future cash flowsthat were used in their recoverability and impairment analyses.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s assessment and evaluation of impairment for long-lived assets included the following,among others:

● We tested the effectiveness of internal controls over the Company’s assessment and evaluation of potential impairment for long-lived assets and over forecasted future cash flows that were used in their recoverability and impairment analyses.

● We evaluated the reasonableness of the information in the Company’s impairment indicators analyses, and the correspondingforecasted future cash flows used in their recoverability and impairment analyses, by comparing the forecasts to (1) historicalactual information, (2) internal communications between management and the Board of Directors and (3) forecastedinformation included in analyst and industry reports for the Company and certain of its peer companies.

● We evaluated the Company’s forecasted future cash flows for consistency with evidence obtained in other areas of the audit.

Goodwill – Theatres Reporting Unit – Refer to Note 1 to the financial statements

Critical Audit Matter Description

As of December 31, 2020, the Company had $75 million of goodwill related to the theatres operating segment. The Company assessesgoodwill for impairment, at least annually, or more frequently if certain indicators arise. Goodwill is tested for impairment at a reportingunit level, determined to be at an operating segment level. During the year ended December 31, 2020, the Company performed aquantitative test by comparing the carrying value of the reporting unit to the estimated fair value at March 26, 2020, September 24, 2020,and December 31, 2020. In each case, the estimated fair value exceeded the carrying value, therefore, no impairment was recognized.

The estimated fair value was primarily determined using an income approach. Under the income approach, the Company utilized thediscounted cash flow method to estimate the fair value of the reporting unit. The most significant assumptions inherent in estimating thefair value include the forecasted future cash flows for the reporting unit (primarily driven by revenue and earnings) and a discount ratethat appropriately reflects the risks inherent in the future cash flows. The Company then assessed the reasonableness of the estimated fairvalue by comparing the sum of all reporting units’ estimated fair values to the Company’s market capitalization and calculating animplied control premium (the excess of the aggregate fair values of the reporting units over the Company’s market capitalization). Inevaluating the reasonableness of this implied control premium, there are various quantitative and qualitative factors that need to beconsidered and could involve subjective judgment.

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We identified goodwill for the theatres reporting unit as a critical audit matter because of the significant estimates and assumptions madeby the Company to estimate the fair value of this reporting unit given the uncertainty of future cash flows which are impacted by thetiming of recovery from the COVID-19 pandemic. A high degree of auditor judgment was required when performing audit procedures toevaluate the reasonableness of management’s estimates and assumptions related to the forecasted future cash flows, the selection of thediscount rate, and the reasonableness of the implied control premium, which included the involvement of our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasted future cash flows, the selection of the discount rate, and the reasonableness of the impliedcontrol premium used by the Company to determine the estimated fair value of the theatres reporting unit included the following, amongothers:

● We tested the effectiveness of internal controls over the Company’s determination of estimated fair value, including controlsover the forecasted future cash flows, selection of the discount rate, and comparison of the estimated fair value to theCompany’s market capitalization.

● We evaluated the reasonableness of the Company’s forecasted future cash flows by comparing the forecasts to (1) historicalactual information, (2) internal communications between management and the Board of Directors and (3) forecastedinformation included in analyst and industry reports for the Company and certain of its peer companies.

● We evaluated the Company’s forecasted future cash flows for consistency with evidence obtained in other areas of the audit.

● With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and discountrate by (1) testing the source information underlying the determination of the discount rate and the mathematical accuracy ofthe calculation and (2) developing a range of independent estimates and comparing those to the discount rate selected bymanagement.

● With the assistance of our fair value specialists, we evaluated the reasonableness of the quantitative and qualitative factorsconsidered in the reconciliation between the reporting unit’s estimated fair value and the Company’s market capitalization andimplied control premium. We evaluated factors such as implied control premiums in other mergers and acquisition transactionsin the industry, ownership of the Company’s common stock, and market trends.

Convertible Senior Notes – Refer to Note 7 to the financial statements

Critical Audit Matter Description

On September 17, 2020, the Company sold $100.1 million aggregate principal amount of 5.00% Convertible Senior Notes due 2025 (the“Convertible Notes”). Upon conversion, the Convertible Notes may be settled, at the Company’s election, in cash, shares of commonstock or a combination thereof.

In accounting for the issuance of the Convertible Notes, the Company separated the Convertible Notes into liability and equitycomponents. The carrying amount of the liability component was calculated by estimating the fair value of a similar debt instrument ofsimilar credit quality and maturity that does not have an associated convertible feature. The valuation model used in determining the fairvalue of the liability component of the Convertible Notes includes inputs subject to management's judgment including the market interestrate. The determination of the market interest rate is complex and involves significant judgment exercised by management. The carryingamount of the equity component, representing the conversion option, which does not meet the criteria for separate accounting as aderivative as it is indexed to the Company's own stock, was determined by deducting the fair value of the liability component from thepar value of the Convertible Notes.

We identified the Convertible Notes as a critical audit matter because of the complexity in applying the accounting framework for theConvertible Notes and the significant estimates and judgments made by management in the determination of the fair value of the liabilitycomponent. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures toevaluate the appropriateness of the accounting framework and assess the reasonableness of the fair value estimates and assumptions,including the involvement of our fair value specialists.

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the accounting for the Convertible Notes, including the Company’s estimates and judgments related tothe fair value of the liability component, included the following procedures, among others:

● We tested the effectiveness of internal controls over the Company’s accounting for the Convertible Notes and over thedetermination of the fair value of the liability component, including the determination of the nonconvertible borrowing rate.

● With the assistance of professionals in our firm having expertise in debt issuance accounting, we evaluated the Company’sconclusions regarding the accounting treatment applied to the Convertible Notes.

● With the assistance of our fair value specialists, we developed independent estimates of the nonconvertible borrowing rate andcompared it to the rate selected by management.

Liquidity and Going Concern – Refer to Note 2 and Note 7 to the financial statements

Critical Audit Matter Description

Due to the impacts of the COVID-19 pandemic, the Company’s performance has been significantly impacted. As an operator of movietheatres, hotels and resorts, restaurants and bars, each of which consists of spaces where customers and guests gather in close proximity,the Company’s operations are significantly impacted by protective actions that federal, state and local governments have taken to controlthe spread of COVID-19 and the Company’s customers’ reactions or responses to such actions. Since the COVID-19 crisis began, theCompany has obtained additional financing and amended previously existing debt covenants. Such debt covenants require the Companyto, among other requirements, exceed defined consolidated earnings before interest, taxes, depreciation and amortization amounts andexceed defined consolidated liquidity amounts. The Company believes that they will meet their obligations as they come due and willcomply with their debt covenants for at least twelve months from the issuance date of these financial statements.

In order to assess their ability to meet their obligations as they come due and comply with their debt covenants, the Company hasforecasted future financial results. Given the judgment in determining the Company’s forecasted future financial results and the resultingexpected compliance with their debt covenants, especially in light of the uncertainty of continuation of protective actions that federal,state and local governments have taken which impact consumer confidence and the uncertainly of the timing of new movie releases, wedeem that the evaluation and disclosure of liquidity and going concern to be subject to significant estimation.

We identified the evaluation and disclosure of liquidity and going concern as a critical audit matter because of the subjectivity used bymanagement when determining whether the Company will meet their obligations as they come due and comply with their debt covenantsfor at least twelve months from the issuance date of these financial statements. A high degree of auditor judgment was required whenperforming audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasted futurefinancial results.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s evaluation and disclosure of liquidity and going concern included the following, amongothers:

● We tested the effectiveness of internal controls over the Company’s liquidity and going concern evaluation, including the inputsand assumptions used in their forecasted financial results.

● We evaluated the Company’s conclusion with regard to their ability to meet their obligations as they come due and to complywith their debt covenants for at least twelve months from the issuance date of these financial statements, including:

(1) We read the Company’s amended debt agreements and reviewed the conditions between the Company and the financialinstitutions to assess whether these were appropriately considered when concluding on the Company’s debt covenantcompliance.

(2) We evaluated the reasonableness of the Company’s forecasted future financial results by comparing to (1) internalcommunications to management and the Board of Directors and (2) forecasted information included in analyst and industryreports for the Company and certain of its peer companies.

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(3) We evaluated the reasonableness of the Company’s forecasted future financial results in comparison to various externaldata, including new movie release schedules.

(4) We evaluated the Company’s forecasted financial results for consistency with evidence obtained in other areas of the audit.

/s/ Deloitte & Touche LLP

Milwaukee, WisconsinMarch 5, 2021

We have served as the Company's auditor since 2008.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of The Marcus Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of The Marcus Corporation and subsidiaries (the “Company”) as ofDecember 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee ofSponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects,effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — IntegratedFramework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 5,2021 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment ofthe effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal ControlOver Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based onour audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company inaccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission andthe PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Ouraudit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such otherprocedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Milwaukee, WisconsinMarch 5, 2021

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THE MARCUS CORPORATION

CONSOLIDATED BALANCE SHEETS(in thousands, except share and per share data)

December 31, 2020 December 26, 2019

ASSETS CURRENT ASSETS: Cash and cash equivalents (Note 1) $ 6,745 $ 20,862Restricted cash (Note 1) 7,343 4,756Accounts receivable, net of reserves (Note 6) 6,359 29,465Government grants receivable (Note 2) 4,913 —Refundable income taxes 27,934 5,916Assets held for sale (Note 1) 4,117 —Other current assets (Note 1) 10,406 18,265

Total current assets 67,817 79,264

PROPERTY AND EQUIPMENT, NET (Note 6) 848,328 923,254

OPERATING LEASE RIGHT-OF-USE ASSETS (Note 8) 229,660 243,855

OTHER ASSETS: Investments in joint ventures (Note 13) 2,084 3,595Goodwill (Note 1) 75,188 75,282Other (Note 6) 31,101 33,936

Total other assets 108,373 112,813Total assets $ 1,254,178 $ 1,359,186

LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES:

Accounts payable $ 13,158 $ 49,370Taxes other than income taxes 18,308 20,613Accrued compensation 7,633 18,055Other accrued liabilities (Note 1) 58,154 61,134Short-term borrowings 87,194 –Current portion of finance lease obligations (Note 8) 2,783 2,571Current portion of operating lease obligations (Note 8) 19,614 13,335Current maturities of long-term debt (Note 7) 10,548 9,910

Total current liabilities 217,392 174,988

FINANCE LEASE OBLIGATIONS (Note 8) 19,744 20,802

OPERATING LEASE OBLIGATIONS (Note 8) 230,550 232,111

LONG-TERM DEBT (Note 7) 193,036 206,432

DEFERRED INCOME TAXES (Note 11) 33,429 48,262

OTHER LONG- TERM OBLIGATIONS (Note 10) 61,304 55,133

COMMITMENTS AND LICENSE RIGHTS (Note 12)

EQUITY (NOTE 9): Shareholders’ equity attributable to The Marcus Corporation

Preferred Stock, $1 par; authorized 1,000,000 shares; none issued — —Common Stock:

Common Stock, $1 par; authorized 50,000,000 shares; issued 23,264,259 at December 31, 2020 and 23,253,744 shares atDecember 26, 2019 23,264 23,254

Class B Common Stock, $1 par; authorized 33,000,000 shares; issued and outstanding 7,925,254 at December 31, 2020 and7,935,769 at December 26, 2019 7,926 7,936

Capital in excess of par 153,529 145,549Retained earnings 331,897 461,884Accumulated other comprehensive loss (14,933) (12,648)

501,683 625,975Less cost of Common Stock in treasury (124,758 shares at December 31, 2020 and 242,853 shares at December 26, 2019) (2,960) (4,540)

Total shareholders’ equity attributable to The Marcus Corporation 498,723 621,435Noncontrolling interests — 23

Total equity 498,723 621,458Total liabilities and shareholders’ equity $ 1,254,178 $ 1,359,186

See accompanying notes.

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THE MARCUS CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)(in thousands, except per share data)

Year EndedDecember 31, December 26, December 27,

2020 2019 2018REVENUES:

Theatre admissions $ 64,825 $ 284,141 $ 246,385Rooms 35,386 105,857 108,786Theatre concessions 56,711 231,237 166,564Food and beverage 24,822 74,665 72,771Other revenues 38,742 87,805 78,329

220,486 783,705 672,835Cost reimbursements 17,202 37,158 34,285

Total revenues 237,688 820,863 707,120

COSTS AND EXPENSES: Theatre operations 92,232 267,741 217,851Rooms 21,243 40,381 41,181Theatre concessions 29,747 85,289 47,522Food and beverage 26,124 60,812 58,662Advertising and marketing 11,074 24,583 23,775Administrative 51,046 73,522 72,116Depreciation and amortization 75,052 72,277 61,342Rent (Note 8) 26,866 26,099 11,267Property taxes 23,560 21,871 19,396Other operating expenses (Note 2) 17,288 41,065 36,534Impairment charges (Note 4) 24,676 1,874 —Reimbursed costs 17,202 37,158 34,285

Total costs and expenses 416,110 752,672 623,931

OPERATING INCOME (LOSS) (178,422) 68,191 83,189

OTHER INCOME (EXPENSE): Investment income 564 1,379 208Interest expense (16,275) (11,791) (13,079)Other income (expense), net (986) (1,921) (1,985)Gain (loss) on disposition of property, equipment and other assets 856 (1,149) (1,342)Equity losses from unconsolidated joint ventures, net (Note 13) (1,539) (274) (399)

(17,380) (13,756) (16,597)

EARNINGS (LOSS) BEFORE INCOME TAXES (195,802) 54,435 66,592INCOME TAXES (BENEFIT) (Note 11) (70,936) 12,320 13,127NET EARNINGS (LOSS) (124,866) 42,115 53,465NET EARNINGS (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS (23) 98 74NET EARNINGS (LOSS) ATTRIBUTABLE TO THE MARCUS CORPORATION $ (124,843) $ 42,017 $ 53,391

NET EARNINGS (LOSS) PER SHARE – BASIC: Common Stock $ (4.13) $ 1.44 $ 1.96Class B Common Stock (3.74) 1.25 1.75

NET EARNINGS (LOSS) PER SHARE – DILUTED: Common Stock $ (4.13) $ 1.35 $ 1.86Class B Common Stock (3.74) 1.24 1.72

See accompanying notes.

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THE MARCUS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(in thousands)

Year EndedDecember 31, December 26, December 27,

2020 2019 2018

NET EARNINGS (LOSS) $ (124,866) $ 42,115 $ 53,465OTHER COMPREHENSIVE INCOME (LOSS):

Pension gain (loss) arising during period, net of tax effect (benefit) of $(993), $(1,833) and$708, respectively (Note 10) (2,813) (5,484) 1,925

Amortization of the net actuarial loss and prior service credit related to the pension, net oftax effect of $259, $109 and $167, respectively (Note 10) 732 327 454

Fair market value adjustment of interest rate swaps, net of tax benefit of $335, $300 and$115, respectively (Note 7) (949) (853) (313)

Reclassification adjustment on interest rate swaps included in interest expense, net of taxeffect of $263, $44 and $59 respectively (Note 7) 745 120 164

Other comprehensive income (loss) (2,285) (5,890) 2,230COMPREHENSIVE INCOME (LOSS) (127,151) 36,225 55,695COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING

INTERESTS (23) 98 74COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE MARCUS

CORPORATION $ (127,128) $ 36,127 $ 55,621

See accompanying notes.

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THE MARCUS CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(in thousands, except per share data)

Shareholders’ Accumulated Equity

Class B Capital Other Attributable to The Non-Common Common in Excess Retained Comprehensive Treasury Marcus controlling Total

Stock Stock of Par Earnings Income (Loss) Stock Corporation Interests EquityBALANCES AT DECEMBER 28, 2017 $ 22,656 $ 8,534 $ 61,452 $ 403,206 $ (7,425) $ (43,399) $ 445,024 $ 100 $ 445,124Amount reclassified to retained earnings on December 29,

2017 in connection with the adoption of ASU No.2016-01 — — — (11) 11 — — — —

Amount reclassified to retained earnings on December 29,2017 in connection with the adoption of ASU No.2018-02 — — — 1,574 (1,574) — — — —

Amount reclassified to retained earnings on December 29,2017 in connection with the adoption of ASU No.2014-09 — — — (2,568) — — (2,568) — (2,568)

BALANCES AT DECEMBER 29, 2017 22,656 8,534 61,452 402,201 (8,988) (43,399) 442,456 100 442,556Cash dividends:

$.55 per share Class B Common Stock — — — (4,603) — — (4,603) — (4,603)$.60 per share Common Stock — — — (11,811) — — (11,811) — (11,811)

Exercise of stock options — — (736) — — 7,784 7,048 — 7,048Purchase of treasury stock — — — — — (2,898) (2,898) — (2,898)Savings and profit-sharing contribution — — 651 — — 479 1,130 — 1,130Reissuance of treasury stock — — 231 — — 144 375 — 375Issuance of non-vested stock — — (459) — — 459 — — —Share-based compensation — — 2,691 — — — 2,691 — 2,691Conversions of Class B Common Stock 187 (187) — — — — — — —Distributions to noncontrolling interest — — — — — — — (64) (64)Comprehensive income — — — 53,391 2,230 — 55,621 74 55,695BALANCES AT DECEMBER 27, 2018 22,843 8,347 63,830 439,178 (6,758) (37,431) 490,009 110 490,119Cash dividends:

$.58 per share Class B Common Stock — — — (4,648) — — (4,648) — (4,648)$.64 per share Common Stock — — — (14,663) — — (14,663) — (14,663)

Exercise of stock options — — (205) — — 1,725 1,520 — 1,520Purchase of treasury stock — — — — — (1,119) (1,119) — (1,119)Savings and profit-sharing contribution — — 810 — — 371 1,181 — 1,181Reissuance of treasury stock — — 267 — — 150 417 — 417Issuance of non-vested stock — — (527) — — 527 — — —Share-based compensation — — 3,523 — — — 3,523 — 3,523Reissuance of treasury stock - acquisition — — 77,960 — — 31,237 109,197 — 109,197Other — — (109) — — — (109) — (109)Conversions of Class B Common Stock 411 (411) — — — — — — —Distributions to noncontrolling interest — — — — — — — (185) (185)Comprehensive income (loss) — — — 42,017 (5,890) — 36,127 98 36,225BALANCES AT DECEMBER 26, 2019 23,254 7,936 145,549 461,884 (12,648) (4,540) 621,435 23 621,458Cash dividends:

$.15 per share Class B Common Stock — — — (1,224) — — (1,224) — (1,224)$.17 per share Common Stock — — — (3,921) — — (3,921) — (3,921)

Exercise of stock options — — (67) — — 446 379 — 379Purchase of treasury stock — — — — — (696) (696) — (696)Savings and profit-sharing contribution — — 299 — — 1,016 1,315 — 1,315Reissuance of treasury stock — — (21) — — 183 162 — 162Issuance of non-vested stock — — (631) — — 631 — — —Share-based compensation — — 4,385 — — — 4,385 — 4,385Equity component of issuance of convertible notes, net of

tax and issuance costs — — 16,511 — — — 16,511 — 16,511Capped call transactions, net of tax — — (12,495) — — — (12,495) — (12,495)Other — — (1) 1 — — — — —Conversions of Class B Common Stock 10 (10) — — — — — — —Comprehensive loss — — — (124,843) (2,285) — (127,128) (23) (127,151)BALANCES AT DECEMBER 31, 2020 $ 23,264 $ 7,926 $ 153,529 $ 331,897 $ (14,933) $ (2,960) $ 498,723 $ — $ 498,723

See accompanying notes.

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THE MARCUS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)

Year EndedDecember 31, December 26, December 27,

2020 2019 2018OPERATING ACTIVITIES Net earnings (loss) $ (124,866) $ 42,115 $ 53,465Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:

Losses on investments in joint ventures 1,539 274 399Distributions from joint ventures — 200 65Loss (gain) on disposition of property, equipment and other assets (856) 1,149 1,342Impairment charges 24,676 1,874 —Amortization of favorable lease right — — 334Depreciation and amortization 75,052 72,277 61,342Amortization of debt issuance costs and debt discount 2,235 285 287Share-based compensation 4,385 3,523 2,691Deferred income taxes (38,836) 9,111 3,247Other long-term obligations 2,969 1,011 3,339Contribution of the Company’s stock to savings and profit-sharing plan 1,315 1,181 1,130Changes in operating assets and liabilities:

Accounts receivable 23,106 (3,781) 1,546Government grants receivable (4,913) — —Other assets 3,476 1,102 (1,946)Operating leases 9,185 (3,355) —Accounts payable (32,131) 9,733 (4,232)Income taxes 1,467 67 10,297Taxes other than income taxes (2,305) 1,664 (895)Accrued compensation (10,422) 508 1,920Other accrued liabilities (3,630) 2,541 3,058

Total adjustments 56,312 99,364 83,924Net cash provided by (used in) operating activities (68,554) 141,479 137,389

INVESTING ACTIVITIES Capital expenditures (21,363) (64,086) (58,660)Acquisition of theatres, net of cash acquired and working capital assumed — (30,081) —Proceeds from disposals of property, equipment and other assets 4,485 22 116Capital contribution in joint venture (28) — (294)Proceeds from sale of trading securities 5,184 — —Purchase of trading securities (801) — —Other investing activities 450 199 (429)Net cash used in investing activities (12,073) (93,946) (59,267)

FINANCING ACTIVITIES Debt transactions:

Proceeds from borrowings on revolving credit facility 221,500 335,000 203,000Repayment of borrowings on revolving credit facility (302,500) (333,000) (254,000)Proceeds from short-term borrowings 90,800 — —Repayment on short-term borrowings (2,955) — —Proceeds from convertible senior notes 100,050 — —Principal payments on long-term debt (9,447) (24,620) (12,153)Proceeds received from PPP loans expected to be repaid 3,424 — —Principal payments on finance lease obligations (2,007) (2,544) (1,836)Debt issuance costs (7,560) — —

Equity transactions: Treasury stock transactions, except for stock options (534) (702) (2,523)Exercise of stock options 379 1,520 7,048Capped call transactions (16,908) — —Dividends paid (5,145) (19,311) (16,414)Distributions to noncontrolling interest — (185) (64)

Net cash provided by (used in) financing activities 69,097 (43,842) (76,942)Net increase (decrease) in cash, cash equivalents and restricted cash (11,530) 3,691 1,180Cash, cash equivalents and restricted cash at beginning of year 25,618 21,927 20,747Cash, cash equivalents and restricted cash at end of year $ 14,088 $ 25,618 $ 21,927

Supplemental Information: Change in accounts payable for additions to property and equipment $ (4,081) $ 2,185 $ (9,857)

See accompanying notes.

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1. Description of Business and Summary of Significant Accounting Policies

Description of Business - The Marcus Corporation and its subsidiaries (the “Company”) operate principally in two business segments:

Theatres: Operates multiscreen motion picture theatres in Wisconsin, Illinois, Iowa, Minnesota, Missouri, Nebraska, NorthDakota, Ohio, Arkansas, Colorado, Georgia, Kentucky, Louisiana, New York, Pennsylvania, Texas and Virginia, a family entertainmentcenter in Wisconsin and a retail center in Missouri.

Hotels and Resorts: Owns and operates full service hotels and resorts in Wisconsin, Illinois, Oklahoma and Nebraska and managesfull service hotels, resorts and other properties in Wisconsin, Illinois, Minnesota, Texas, Nevada, California and Nebraska.

Principles of Consolidation - The consolidated financial statements include the accounts of The Marcus Corporation and all of itssubsidiaries, including a 50% owned joint venture entity in which the Company has a controlling financial interest. The Company hasownership interests greater than 50% in one joint venture that is considered a Variable Interest Entity (VIE) that is also included in theaccounts of the Company. The Company is the primary beneficiary of the VIE and the Company’s interest is considered a majorityvoting interest. The equity interest of outside owners in consolidated entities is recorded as noncontrolling interests in the consolidatedbalance sheets, and their share of earnings is recorded as net earnings (losses) attributable to noncontrolling interests in the consolidatedstatements of earnings (loss) in accordance with the partnership agreements.

Investments in affiliates which are 50% or less owned by the Company for which the Company exercises significant influence but doesnot have control are accounted for on the equity method. The Company has investments in equity investments without readilydeterminable fair values, which represents investments in entities where the Company does not have the ability to significantly influencethe operations of the entities.

All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.Actual results could differ from those estimates.

Change in Accounting Policies – The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update(ASU) No. 2016-02, Leases, (Topic 842), on the first day of fiscal 2019. These lease policy updates were applied prospectively in theCompany’s financial statements from December 28, 2018 forward. Reported financial information for the historical comparable periodswas not revised and continues to be reported under the accounting standards in effect during the historical periods. See Note 8 for furtherdiscussion.

Cash Equivalents - The Company considers all highly liquid investments with maturities of three months or less when purchased to becash equivalents. Cash equivalents are carried at cost, which approximates fair value.

Restricted Cash - Restricted cash consists of bank accounts related to capital expenditure reserve funds, sinking funds, operatingreserves and replacement reserves and may include amounts held by a qualified intermediary agent to be used for tax-deferred, like-kindexchange transactions. Restricted cash also includes funds held within the Company's captive insurance entity that are designated to payexpenses related specifically to the captive.

Fair Value Measurements - Certain financial assets and liabilities are recorded at fair value in the financial statements. Some aremeasured on a recurring basis while others are measured on a non-recurring basis. Financial assets and liabilities measured on a recurringbasis are those that are adjusted to fair value each time a financial statement is prepared. Financial assets and liabilities measured on anon-recurring basis are those that are adjusted to fair value when a significant event occurs. A fair value measurement assumes that atransaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principalmarket, the most advantageous market for the asset or liability.

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1. Description of Business and Summary of Significant Accounting Policies (continued)

The Company’s assets and liabilities measured at fair value are classified in one of the following categories:

Level 1 - Assets or liabilities for which fair value is based on quoted prices in active markets for identical instruments as of thereporting date. At December 31, 2020 and December 26, 2019, respectively, the Company’s $1,415,000 and $5,825,000 of debtand equity securities classified as trading were valued using Level 1 pricing inputs and were included in other current assets.

Level 2 - Assets or liabilities for which fair value is based on valuation models for which pricing inputs were either directly orindirectly observable as of the reporting date. At December 31, 2020 and December 26, 2019, respectively, the $1,470,000 and$1,194,000 liability related to the Company’s interest rate hedge contracts were valued using Level 2 pricing inputs.

Level 3 - Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs andwhich result in the use of management estimates. At December 31, 2020 and December 26, 2019, none of the Company’srecorded assets or liabilities that are measured on a recurring basis at fair market value were valued using Level 3 pricinginputs. Assets and liabilities that are measured on a non-recurring basis are discussed in Note 4, Note 5 and Note 7.

The carrying value of the Company’s financial instruments (including cash and cash equivalents, restricted cash, accounts receivable andaccounts payable) approximates fair value. The fair value of the Company’s $100,000,000 of senior notes, valued using Level 2 pricinginputs, is approximately $99,990,000 at December 31, 2020, determined based upon discounted cash flows using current market interestrates for financial instruments with a similar average remaining life. The fair value of the Company's $100,050,000 of convertible seniornotes, valued using Level 2 pricing inputs, is approximately $144,712,000 at December 31, 2020, determined based on market rates andthe closing trading price of the convertible senior notes as of December 31, 2020 (see Note 7 for further discussion on the Company’ssenior notes and convertible senior notes). The carrying amounts of the Company’s remaining long-term debt approximate their fairvalues, determined using current rates for similar instruments, or Level 2 pricing inputs.

Accounts Receivable - The Company evaluates the collectibility of its accounts receivable based on a number of factors. For largeraccounts, an allowance for doubtful accounts is recorded based on the applicable parties’ ability and likelihood to pay based onmanagement’s review of the facts. For all other accounts, the Company recognizes an allowance based on length of time the receivable ispast due based on historical experience and industry practice.

Inventory - Inventories, consisting of food and beverage and concession items, are stated at the lower of cost or market. Cost has beendetermined using the first-in, first-out method. Inventories of $3,434,000 and $5,673,000 as of December 31, 2020 and December 26,2019, respectively, were included in other current assets.

Assets Held for Sale – Long-lived assets that are expected to be sold within the next 12 months and meet the other relevant held-for-salecriteria are classified as assets held for sale and included within current assets on the consolidated balance sheet. Assets held for sale aremeasured at the lower of their carrying value or their fair value less costs to sell the asset. As of December 31, 2020, assets held for saleconsists primarily of land.

Property and Equipment - The Company records property and equipment at cost. Major renewals and improvements are capitalized,while maintenance and repairs that do not improve or extend the lives of the respective assets are expensed currently. Included inproperty and equipment are assets related to finance leases. These assets are depreciated over the shorter of the estimated useful lives orrelated lease terms.

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1. Description of Business and Summary of Significant Accounting Policies (continued)

Depreciation and amortization of property and equipment are provided using the straight-line method over the shorter of the followingestimated useful lives or any related lease terms:

YearsLand improvements 10 - 20Buildings and improvements 12 - 39Leasehold improvements 3 - 40Furniture, fixtures and equipment 3 - 20Finance lease right-of-use assets 4 - 15

Depreciation expense totaled $75,067,000, $72,244,000 and $61,470,000 for fiscal 2020, fiscal 2019 and fiscal 2018, respectively.

Long-Lived Assets - The Company periodically considers whether indicators of impairment of long-lived assets held for use are present.This includes quantitative and qualitative factors, including evaluating the historical actual operating performance of the long-lived assetsand assessing the potential impact of recent events and transactions impacting the long-lived assets. If such indicators are present, theCompany determines if the long-lived assets are recoverable by assessing whether the sum of the estimated undiscounted future cashflows attributable to such assets is less than their carrying amounts. If the long-lived assets are not recoverable, the Company recognizesany impairment losses based on the excess of the carrying amount of the assets over their fair value. During fiscal 2020 and fiscal 2019,the Company determined that indicators of impairment were present. As such, the Company evaluated the value of its property andequipment and the value of its operating lease right-of-use assets and recorded impairment charges as discussed in Note 4.

Acquisition - The Company recognizes identifiable assets acquired, liabilities assumed and noncontrolling interests assumed in anacquisition at their fair values at the acquisition date based upon all information available to it, including third-party appraisals.Acquisition-related costs, such as due diligence and legal fees, are expensed as incurred. The excess of the acquisition cost over the fairvalue of the identifiable net assets is reported as goodwill.

Goodwill - The Company reviews goodwill for impairment annually or more frequently if certain indicators arise. The Companyperforms its annual impairment test on the last day of its fiscal year. Goodwill is tested for impairment at a reporting unit level,determined to be at an operating segment level. When reviewing goodwill for impairment, the Company considers the amount of excessfair value over the carrying value of the reporting unit, the period of time since its last quantitative test, and other factors to determinewhether or not to first perform a qualitative test. When performing a qualitative test, the Company assesses numerous factors todetermine whether it is more likely than not that the fair value of its reporting unit is less than its carrying value. Examples of qualitativefactors that the Company assesses include its share price, its financial performance, market and competitive factors in its industry, andother events specific to the reporting unit. If the Company concludes that it is more likely than not that the fair value of its reporting unitis less than it carrying value, the Company performs a quantitative impairment test by comparing the carrying value of the reporting unitto the estimated fair value.

During fiscal 2020, the Company determined that indicators of impairment were present and performed quantitative tests at the end ofthe first and third quarters. In accordance with the Company’s accounting policy to perform an impairment analysis on the last day of thefiscal year, the Company performed a quantitative analysis as of December 31, 2020. In order to determine fair value, the Company usedassumptions based on information available to it as of the dates of the quantitative tests, including both market data and forecasted futurecash flows (Level 3 pricing inputs). The Company then used this information to determine fair value. During the first, third and fourthquarters of fiscal 2020, the Company determined that the fair value of its goodwill was greater than it carrying value and no impairmentwas required. At the end of fiscal 2019 and fiscal 2018, the Company performed qualitative tests as described above and determined thatthe fair value of the Company's goodwill was greater than its carrying value and thus was not impaired.

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1. Description of Business and Summary of Significant Accounting Policies (continued)

A summary of the Company’s goodwill activity is as follows:

December 31, December 26, December 27,2020 2019 2018

(in thousands)Balance at beginning of period $ 75,282 $ 43,170 $ 43,492

Acquisition — 32,205 —Sale — — —Deferred tax adjustment (94) (93) (322)

Balance at end of period $ 75,188 $ 75,282 $ 43,170

Trade Name Intangible Asset – The Company recorded a trade name intangible asset in conjunction with the Movie Tavern acquisition(see Note 5) that was determined to have an indefinite life. The Company reviews its trade name intangible asset for impairment at leastannually or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. During fiscal 2020,the Company determined that indicators of impairment were present. As such, the Company evaluated the value of its trade nameintangible asset and recorded an impairment charge during fiscal 2020 as discussed in Note 4.

Capitalization of Interest - The Company capitalizes interest during construction periods by adding such interest to the cost ofconstructed assets. Interest of approximately $48,000, $53,000 and $65,000 was capitalized in fiscal 2020, fiscal 2019 and fiscal 2018,respectively.

Debt Issuance Costs - The Company records debt issuance costs on short-term borrowings and long-term debt as a direct deductionfrom the related debt liability. Debt issuance costs related to the Company’s revolving credit facility are included in other long-termassets. Debt issuance costs are deferred and amortized over the term of the related debt agreements. Amortization of debt issuance costsand amortization of debt discount totaled $2,235,000, $285,000 and $287,000 for fiscal 2020, fiscal 2019 and fiscal 2018, respectively,and were included in interest expense on the consolidated statements of earnings (loss).

Leases - The Company adopted ASU No. 2016-02, Leases, on the first day of fiscal 2019. See Note 8 for further discussion.

Investments – The Company has investments in debt and equity securities. These securities are stated at fair value based on listedmarket prices, where available, with the change in fair value recorded as investment income or loss within the consolidated statements ofearnings (loss). The cost of securities sold is based upon the specific identification method.

Revenue Recognition - The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers, on the first day of fiscal2018. See Note 3 for further discussion.

Advertising and Marketing Costs - The Company expenses all advertising and marketing costs as incurred.

Insurance Reserves - The Company uses a combination of insurance and self insurance mechanisms, including participation in captiveinsurance entities, to provide for the potential liabilities for certain risks, including workers’ compensation, healthcare benefits, generalliability, property insurance, director and officers’ liability insurance, cyber liability, employment practices liability and businessinterruption. Liabilities associated with the risks that are retained by the company are not discounted and are estimated, in part, byconsidering historical claims experience, demographic factors and severity factors.

Income Taxes - The Company recognizes deferred tax assets and liabilities based on the differences between the financial statementcarrying amounts and the tax basis of assets and liabilities. Deferred tax assets represent items to be used as a tax deduction or credit inthe future tax returns for which the Company has already properly recorded the tax benefit in the income statement. The Companyregularly assesses the probability that the deferred tax asset balance will be recovered against future taxable income, taking into accountsuch factors as earnings history, carryback and carryforward periods, and tax strategies. When the indications are that recovery is notprobable, a valuation allowance is established against the deferred tax asset, increasing income tax expense in the year that conclusion ismade.

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1. Description of Business and Summary of Significant Accounting Policies (continued)

The Company assesses income tax positions and records tax benefits for all years subject to examination based upon management’sevaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood ofbeing realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income taxpositions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit is recognized in the financial statements.See Note 11 - Income Taxes.

Earnings (Loss) Per Share - Net earnings (loss) per share (EPS) of Common Stock and Class B Common Stock is computed using thetwo class method. Basic net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number ofcommon shares outstanding. Diluted net earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-averagenumber of common shares outstanding, adjusted for the effect of dilutive stock options and convertible debt instruments using thetreasury method. Convertible Class B Common Stock is reflected on an if-converted basis when dilutive to Common Stock. Thecomputation of the diluted net earnings (loss) per share of Common Stock assumes the conversion of Class B Common Stock in periodsthat have net earnings since it would be dilutive to Common Stock earnings per share, while the diluted net earnings (loss) per share ofClass B Common Stock does not assume the conversion of those shares.

Holders of Common Stock are entitled to cash dividends per share equal to 110% of all dividends declared and paid on each share ofClass B Common Stock. As such, the undistributed earnings (losses) for each period are allocated based on the proportionate share ofentitled cash dividends.

The following table illustrates the computation of Common Stock and Class B Common Stock basic and diluted net earnings (loss) pershare and provides a reconciliation of the number of weighted-average basic and diluted shares outstanding:

Year EndedDecember 31, December 26, December 27,

2020 2019 2018(in thousands, except per share data)

Numerator: Net earnings (loss) attributable to The Marcus Corporation $ (124,843) $ 42,017 $ 53,391

Denominator: Denominator for basic EPS 31,042 30,656 28,105Effect of dilutive employee stock options – 496 608

Denominator for diluted EPS 31,042 31,152 28,713

Net earnings (loss) per share – Basic: Common Stock $ (4.13) $ 1.44 $ 1.96Class B Common Stock $ (3.74) $ 1.25 $ 1.75

Net earnings (loss) per share- Diluted: Common Stock $ (4.13) $ 1.35 $ 1.86Class B Common Stock $ (3.74) $ 1.24 $ 1.72

For the periods when the Company reports a net loss, common stock equivalents are excluded from the computation of diluted loss pershare as their inclusion would have an antidilutive effect.

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1. Description of Business and Summary of Significant Accounting Policies (continued)

At December 31, 2020, approximately 76,000 common stock equivalents were excluded from the computation of diluted net loss pershare because of the Company’s net loss. Additionally, options to purchase 1,706,000 shares, 324,000 shares and 16,000 shares ofcommon stock at prices ranging from $16.32 to $41.90, $38.51 to $41.90 and $38.51 to $41.35 per share were outstanding atDecember 31, 2020, December 26, 2019 and December 27, 2018, respectively, but were not included in the computation of diluted EPSbecause the options’ exercise price was greater than the average market price of the common shares, and therefore, the effect would beantidilutive.

Accumulated Other Comprehensive Loss – Accumulated other comprehensive loss presented in the accompanying consolidatedbalance sheets consists of the following, all presented net of tax:

December 31, 2020 December 26, 2019(in thousands)

Unrecognized loss on interest rate swap agreements $ (1,086) (882)Net unrecognized actuarial loss for pension obligation (13,847) (11,766)

$ (14,933) $ (12,648)

New Accounting Pronouncements - On December 27, 2019, the Company adopted Accounting Standards Update (ASU) No. 2018-14,Compensation—Retirement Benefits—Defined Benefit Plans—General, designed to add, remove and clarify disclosure requirementsrelated to defined benefit pension and other postretirement plans. The adoption of the new standard did not have a material effect on theCompany’s consolidated financial statements or footnote disclosures.

On December 27, 2019, the Company adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test forGoodwill Impairment, which eliminates Step 2 of the goodwill impairment test that had required a hypothetical purchase price allocation.Rather, entities apply the same impairment assessment to all reporting units and recognize an impairment loss for the amount by which areporting unit’s carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit.Entities continue to have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative impairmenttest is necessary. The adoption of the new standard did not have a material effect on the Company’s consolidated financial statements.

On December 27, 2019, the Company adopted ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The purpose of ASU No. 2018-13 is to improve the disclosuresrelated to fair value measurements in the financial statements. The improvements include the removal, modification and addition ofcertain disclosure requirements primarily related to Level 3 fair value measurements. The adoption of the new standard did not have amaterial effect on the Company’s consolidated financial statements or footnote disclosures.

In December 2019, the Financial Accounting Standards Board (FASB) issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifyingthe Accounting for Incomes Taxes. The amendments in ASU No. 2019-12 are designed to simplify the accounting for incomes taxes byremoving certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplifygenerally accepted accounting principles for other areas of Topic 740 by clarifying and amending existing guidance. ASU No. 2019-12 iseffective for the Company in fiscal 2021 and early application is permitted. The Company is currently evaluating the effect the newstandard will have on its consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference RateReform on Financial Reporting. The amendments in this update provide optional expedients and exceptions for applying generallyaccepted accounting principles to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate(LIBOR) or another reference rate expected to be discontinued because of reference rate reform. ASU No. 2020-14 is effective as ofMarch 12, 2020 through December 31, 2022. The Company will evaluate the effect the new standard will have on its consolidatedfinancial statements when a replacement rate is chosen.

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1. Description of Business and Summary of Significant Accounting Policies (continued)

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivativesand Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity'sOwn Equity. Subtopic 470-20 is designed to simplify the accounting for certain financial instruments with characteristics of liabilitiesand equity, including convertible instruments and contracts on an entity's own equity. The amendments remove the separation models inASC 470-20 for certain contracts. As a result, embedded conversion features would not be presented separately in equity, rather, thecontract would be accounted for as a single liability measured at its amortized cost. Subtopic 815-40 simplifies the analysis of whether anembedded conversion feature meets the derivative scope exception for contracts that are indexed to, and classified in, stockholdersequity, as well as addresses the computation of earnings per shares for convertible debt instruments. ASU No. 2020-06 is effective forfiscal years beginning after December 15, 2021 and early application is permitted.

The Company early adopted ASU No. 2020-06 on January 1, 2021, the first day of the Company’s fiscal 2021, using a modifiedretrospective method of transition. As such, the Company recorded a one-time cumulative effect adjustment to the balance sheet andreported financial information for the historical comparable periods will not be revised and will continue to be reported under theaccounting standard in effect during the historical periods. Additionally, upon adoption of ASU No. 2020-06, the Company will use theif-converted method when calculating diluted earnings (loss) per share for convertible instruments.

The Company recorded a one-time cumulative effect adjustment to the balance sheet on January 1, 2021 as follows:

Balance at Cumulative Balance atDecember 31, 2020 adjustment January 1, 2021

(in thousands)Long-term debt $ 193,036 $ 21,393 $ 214,429Deferred income taxes 33,429 (5,584) 27,845Capital in excess of par 153,529 (16,511) 137,018Retained earnings 331,897 702 332,599

2. Impact of COVID-19 Pandemic

The COVID-19 pandemic has had an unprecedented impact on the world and both of the Company’s business segments. The situationcontinues to be volatile and the social and economic effects are widespread. As an operator of movie theatres, hotels and resorts,restaurants and bars, each of which consists of spaces where customers and guests gather in close proximity, the Company’s businessesare significantly impacted by protective actions that federal, state and local governments have taken to control the spread of thepandemic, and its customers’ reactions or responses to such actions. These actions have included, among other things, declaring nationaland state emergencies, encouraging social distancing, restricting freedom of movement and congregation, mandating non-essentialbusiness closures, issuing curfews, limiting business capacity, mandating mask-wearing and issuing shelter-in-place, quarantine and stay-at-home orders.

As a result of these measures, the Company temporarily closed all of its theatres on March 17, 2020, and did not generate any significantrevenues from its theatre operations during its fiscal 2020 second quarter and the first two months of its fiscal 2020 third quarter (otherthan revenues from six theatres opened on a very limited basis in June 2020 primarily to test new operating protocols, five parking lotcinemas, and some limited online and curbside sales of popcorn, pizza and other assorted food and beverage items). As of August 28,2020, the Company had reopened approximately 80% of its theatres, although seating capacity at reopened theatres has been temporarilyreduced in response to COVID-19 as a way to ensure proper social distancing. In October 2020, the Company temporarily closed severaltheatres due to changes in the release schedule for new films, reducing its percentage of theatres open to approximately 66%. InNovember 2020, new state and local restrictions in several of the Company’s markets required it to temporarily reclose several theatres,and as a result, approximately 52% of the Company’s theatres were open as of December 31, 2020. Subsequent to year-end, several ofthese new restrictions were lifted and as of the date of this report, approximately 69% of the Company’s theatres are currently open withtemporarily reduced seating capacity in response to COVID-19. Temporarily closed theatres are ready to quickly reopen as restrictionsare lifted, new films are released and demand returns. The Company’s theatres are generating significantly reduced revenues ascompared to prior years.

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2. Impact of COVID-19 Pandemic (continued)

The Company also temporarily closed all of its hotel division restaurants and bars at approximately the same time as its theatres andclosed five of its eight company-owned hotels and resorts on March 24, 2020 due to a significant reduction in occupancy at those hotels. The Company closed its remaining three company-owned hotels in early April 2020. It re-opened four of its company-owned hotels andseveral of its restaurants and bars during June 2020. The Company reopened three additional company-owned hotels during its fiscal2020 third quarter and reopened its remaining company-owned hotel in November 2020. As such, as of December 31, 2020, all eight ofthe Company’s company-owned hotels and all but one of its managed hotels are open. The majority of the Company’s restaurants andbars in its hotels and resorts are also now open, operating under applicable state and local restrictions and guidelines. The majority of theCompany’s hotels and restaurants are generating significantly reduced revenues as compared to prior years.

Since the COVID-19 pandemic began, the Company has been working proactively to preserve cash. In addition to obtaining additionalfinancing and modifying previously existing debt covenants (see Note 7), and temporarily suspending quarterly dividend payments asrequired by the Credit Agreement, additional measures the Company took during all or portions of fiscal 2020 to enhance its liquidityincluded:

● Discontinuing all non-essential operating and capital expenditures;

● Temporarily laying off the majority of its hourly theatre and hotel associates, in addition to temporarily reducing propertymanagement and corporate office staff levels;

● Temporarily reducing the salary of the Company’s chairman and president and chief executive officer by 50%, as well astemporarily reducing the salary of all other executives and remaining divisional/corporate staff;

● Temporarily eliminating all board of directors cash compensation;

● Actively working with landlords and major suppliers to modify the timing and terms of certain contractual payments;

● Evaluating the provisions of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) andutilizing the benefits, relief and resources under those provisions as appropriate (see Note 11); and

● Evaluating the provisions of a COVID Relief Bill signed by the President on December 27, 2020 and any subsequentfederal or state legislation enacted as a response to the COVID-19 pandemic.

The COVID-19 pandemic and the resulting impact on the Company’s operating performance has affected, and may continue to affect, theestimates and assumptions made by management. Such estimates and assumptions include, among other things, the Company’s goodwilland long-lived asset valuations and the measurement of compensation costs for annual and long-term incentive plans. The Company’sestimates and assumptions are subject to inherent risk and uncertainty due to the ongoing impact of the COVID-19 pandemic, and actualresults could differ materially from estimated amounts.

During the fourth quarter of fiscal 2020, a number of states elected to provide grants to certain businesses most impacted by the COVID-19 pandemic, utilizing funds received by the applicable state under provisions of the CARES Act. As a result, grants from seven statestotaling $5,767,000 were awarded to a significant number of the Company’s theatres and grants from two states totaling $1,188,000 wereawarded to several of the Company’s hotels. The $6,955,000 of total grants are reported as an offset to other operating expenses on theconsolidated statement of earnings (loss) for the year ended December 31, 2020. As of December 31, 2020, the Company had receivedapproximately $2,042,000 of these grants, and the remaining $4,913,000 was received in January 2021. Early in fiscal 2021, theCompany was awarded an additional $1,300,000 in theatre grants from another state.

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2. Impact of COVID-19 Pandemic (continued)

In addition, 11 of the Company’s subsidiaries successfully applied for and received funds under the CARES Act Paycheck ProtectionProgram (PPP) that allowed its subsidiaries to rehire many of its hotel associates for eight weeks during the second quarter of fiscal 2020,as well as fund certain other qualifying expenses (see Note 7). The Company’s Credit Agreement (see Note 7) also allows the Companyto consider additional borrowings from governmental authorities under provisions of the CARES Act or any other subsequentgovernmental actions that it could avail itself of if it deemed it necessary and appropriate. Although the Company has sought andobtained, and intends to continue to seek, any available potential benefits under the CARES Act, including those described above, thereis inherent risk and uncertainty in whether the Company will be able to access such benefits.

The Company believes that the actions that have been taken will allow it to have sufficient liquidity to meet its obligations as they comedue and to comply with its debt covenants for at least 12 months from the issuance date of these consolidated financial statements.However, future compliance with the Company’s debt covenants are dependent upon the timing of new movie releases and the protectiveactions that federal, state and local governments have taken which impact consumer confidence and the speed of recovery of theCompany’s theatres and hotels and resorts businesses. The Company’s estimates and assumptions related to future forecasted results ofthe Company are subject to inherent risk and uncertainty due to the ongoing impact of the COVID-19 pandemic, and actual results coulddiffer materially from estimated amounts and impact the Company’s ability to comply with its debt covenants.

3. Revenue Recognition

Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance of obligations by transferringthe promised services to the customer. A service is transferred to a customer when, or as, the customer obtains control of that service. Aperformance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time isrecognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of theservices to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that theCompany determines the customer obtains control over the promised service. The amount of revenue recognized reflects theconsideration entitled to in exchange for those services.

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3. Revenue Recognition (continued)

The disaggregation of revenues by business segment for fiscal 2020, fiscal 2019 and fiscal 2018 is as follows (in thousands):

Fiscal 2020 Reportable Segment

Theatres Hotels/Resorts Corporate TotalTheatre admissions $ 64,825 $ — $ — $ 64,825Rooms — 35,386 — 35,386Theatre concessions 56,711 — — 56,711Food and beverage — 24,822 — 24,822Other revenues(1) 10,764 27,552 426 38,742Cost reimbursements 324 16,878 — 17,202Total revenues $ 132,624 $ 104,638 $ 426 $ 237,688

Fiscal 2019Reportable Segment

Theatres Hotels/Resorts Corporate TotalTheatre admissions $ 284,141 $ — $ — $ 284,141Rooms — 105,857 — 105,857Theatre concessions 231,237 — — 231,237Food and beverage — 74,665 — 74,665Other revenues(1) 40,825 46,547 433 87,805Cost reimbursements 877 36,281 — 37,158Total revenues $ 557,080 $ 263,350 $ 433 $ 820,863

Fiscal 2018 Reportable Segment

Theatres Hotels/Resorts Corporate TotalTheatre admissions $ 246,385 $ – $ – $ 246,385Rooms – 108,786 – 108,786Theatre concessions 166,564 – – 166,564Food and beverage – 72,771 – 72,771Other revenues(1) 32,563 45,342 424 78,329Cost reimbursements 1,292 32,993 – 34,285Total revenues $ 446,804 $ 259,892 $ 424 $ 707,120

(1) Included in other revenues is an immaterial amount related to rental income that is not considered contract revenue from contractswith customers under ASU No. 2014-09.

The Company recognizes revenue from its rooms as earned on the close of business each day. Revenue from theatre admissions, theatreconcessions and food and beverage sales are recognized at the time of sale.

Revenues from advanced ticket and gift card sales are recorded as deferred revenue and are recognized when tickets or gift cards areredeemed. Gift card breakage income is recognized based upon historical redemption patterns and represents the balance of gift cards forwhich the Company believes the likelihood of redemption by the customer is remote. Gift card breakage income is recorded in otherrevenues in the consolidated statements of earnings (loss).

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

79

3. Revenue Recognition (continued)

Other revenues include management fees for theatres and hotels under management agreements. The management fees are recognized asearned based on the terms of the agreements. The management fees include variable consideration that is recognized based on theCompany’s right to invoice as the amount invoiced corresponds directly to the value transferred to the customer. Other revenues alsoinclude family entertainment center revenues and revenues from Hotels/Resorts outlets such as spa, ski, golf and parking, each of whichare recognized at the time of sale. In addition, other revenues include pre-show advertising income in the Company’s theatres. Pre-showadvertising revenue includes variable consideration, primarily based on attendance levels, that is allocated to distinct time periods thatmake up the overall performance obligation.

Cost reimbursements primarily consist of payroll and related expenses at managed properties where the Company is the employer andmay include certain operational and administrative costs as provided for in the Company’s contracts with owners. These costs arereimbursed back to the Company. As these costs have no added markup, the revenue and related expense have no impact on operatingincome (loss) or net earnings (loss).

The timing of the Company’s revenue recognition may differ from the timing of payment by customers. However, the Company typicallyreceives payment within a very short period of time of when the revenue is recognized. The Company records a receivable when revenueis recognized prior to payment and it has an unconditional right to payment. Alternatively, when payment precedes the provision for therelated services, deferred revenue is recorded until the performance obligation is satisfied.

Revenues do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting sales tax.

The Company had deferred revenue from contracts with customers of $37,307,000, $43,200,000 and $37,048,000 as of December 31,2020, December 26, 2019 and December 27, 2018, respectively. The Company had no contract assets as of December 31, 2020 andDecember 26, 2019. During fiscal 2020, the Company recognized revenue of $13,579,000 that was included in deferred revenues as ofDecember 26, 2019. During fiscal 2019, the Company recognized revenue of $22,266,000 that was included in deferred revenues as ofDecember 27, 2018. The majority of the Company’s deferred revenue relates to non-redeemed gift cards, advanced ticket sales and theCompany’s loyalty program.

As of December 31, 2020, the amount of transaction price allocated to the remaining performance obligations under the Company’sadvanced ticket sales was $4,629,000 and is reflected in the Company’s consolidated balance sheet as part of deferred revenues, which isincluded in other accrued liabilities. The Company recognizes revenue as the tickets are redeemed, which is expected to occur within thenext two years.

As of December 31, 2020, the amount of transaction price allocated to the remaining performance obligations related to the amount ofHotels and Resorts non-redeemed gift cards was $3,042,000 and is reflected in the Company’s consolidated balance sheet as part ofdeferred revenues, which is included in other accrued liabilities. The Company recognizes revenue as the gift cards are redeemed, whichis expected to occur within the next two years.

The majority of the Company’s revenue is recognized in less than one year from the original contract.

4. Impairment Charges

During fiscal 2020, the Company determined that indicators of impairment were evident at all asset groups. For certain of the theatreasset groups evaluated for impairment, the sum of the estimated undiscounted future cash flows attributable to these assets was less thantheir carrying amounts. The Company evaluated the fair value of the assets, consisting primarily of land, building, leaseholdimprovements, furniture, fixtures and equipment, and operating lease right-of-use assets less lease obligations, and determined that thefair value, measured using Level 3 pricing inputs (using estimated discounted cash flows over the life of the primary assets, includingestimated sale proceeds) was less than their carrying value and recorded impaired losses of $22,076,000, reducing certain property andequipment and certain operating lease right-of-use assets. The remaining net book value of all impaired assets was $33,313,000 as ofDecember 31, 2020, excluding any applicable remaining lease obligations.

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

80

4. Impairment Charges (continued)

In fiscal 2020, the Company determined that indicators of impairment were evident related to its trade name intangible asset. TheCompany estimated the fair value of its trade name intangible asset using an income approach, specifically the relief from royaltymethod, which uses certain assumptions that are Level 3 pricing inputs, including future revenues attributable to the trade name, a royaltyrate (1.0% as of December 31, 2020) and a discount rate (17.0% as of December 31, 2020). During fiscal 2020, the Company determinedthat the fair value of the asset was less than the carrying value and recorded a $2,600,000 impairment loss. The fair value of the tradename intangible asset was $6,900,000 as of December 31, 2020.

In fiscal 2019, the Company determined that indicators of impairment were evident at a specific theatre location and that the sum of theestimated undiscounted future cash flows attributable to this asset was less than its carrying amount. As such, the Company evaluated theongoing value of this asset and determined that the fair value, measured using Level 3 pricing inputs (estimated cash flows includingestimated sales proceeds), was less than its carrying value and recorded a $1,874,000 impairment loss. The fair value of the impairedasset was $808,000 as of December 26, 2019.

5. Acquisition

On February 1, 2019, the Company acquired 22 dine-in theatres with 208 screens located in nine Southern and Eastern states from VSS-Southern Theatres LLC (Movie Tavern) for a total purchase price of $139,310,000, consisting of $30,000,000 in cash, subject to certainadjustments, and 2,450,000 shares of the company’s Common Stock with a value of $109,197,000, based on the Company’s closingshare price as of January 31, 2019. The acquisition was treated as a purchase in accordance with ASC No. 805, Business Combinations,which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. TheCompany obtained assistance from a third party valuation specialist in order to assist in the determination of fair value. The Companyprovided assumptions to the third party valuation firm based on information available to it at the acquisition date, including bothquantitative and qualitative information about the specified assets or liabilities. The Company primarily utilized the third party toaccumulate comparative data from multiple sources and assemble a report that summarized the information obtained. The Company thenused the information to determine fair value. The third party valuation firm was supervised by Company personnel who areknowledgeable about valuations and fair values. The Company finalized the fair values for both tangible and intangible assets and theliabilities during the fourth quarter of fiscal 2019. The following is a summary of the allocation of the purchase price (in thousands):

Other current assets $ 4,855Property and equipment(1) 95,021Operating lease right-of-use assets 160,567Deferred tax asset 753Other (long-term assets)(2) 9,710Goodwill(3) 32,205Taxes other than income taxes (206)Other accrued liabilities (3,322)Operating lease obligations (160,273)Total $ 139,310

(1) Amounts recorded for property and equipment include land, building, leasehold improvements and equipment.(2) Amounts recorded primarily relate to a trade name intangible asset of $9,500,000 which the Company has determined to have an

indefinite life.(3) Amounts recorded for goodwill are expected to be deductible for tax purposes.

The purchase price paid by the Company in the acquisition resulted in recognition of goodwill because it exceeded the estimated fairvalue of the assets acquired and liabilities assumed. The Company paid a price in excess of estimated fair value of the assets acquiredand liabilities assumed because the acquisition of Movie Tavern created an opportunity for the Company to expand into new growthmarkets and leverage its proven success in the theatre industry. The Company also expects to realize synergy and cost savings related tothe acquisition because of purchasing and procurement economies of scale.

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

81

5. Acquisition (continued)

The above fair values of assets acquired and liabilities assumed were determined using the income and cost approaches. In many cases,the determination of the fair values required estimates about discount rates, future estimated revenues and cash flows, and otherassumptions that are judgmental. The fair value measurements were primarily based on significant inputs that are not observable in themarket and thus represent Level 3 measurements within the fair value measurement hierarchy.

A summary of the significant valuation techniques and inputs used is as follows:

Property and equipment - When estimating the fair value of property and equipment, the cost approach, which estimates value bydetermining the current cost of replacing an asset with another of equivalent economic utility, was used. The cost to replace a givenasset reflects the estimated reproduction or replacement cost for the property, less an allowance for loss in value due to depreciationand less any economic obsolescence adjustments.

Operating lease right-of-use assets and lease liabilities – When estimating the fair value of these lease-related balances, theCompany first determined such balances under the requirement of ASC 842 (see Note 8 for further detail on accounting for leases).The operating lease right-of-use assets were then assessed for favorable and unfavorable lease terms, which were determined bycomparing the rent expense-to-revenue ratio and operating cash flow margin of each lease to market comparable data. To the extentit was determined that such lease was at favorable or unfavorable terms, the adjustment to record the operating lease right-of-useassets to fair market value was determined through a discounted cash flow model and the significant assumptions include a 14%discount rate.

Trade name intangible asset – When estimating the fair value of the trade name intangible asset, the Company used an incomeapproach, specifically the relief from royalty method. The significant assumptions used include the estimated annual revenue, theroyalty rate (1%), and a discount rate (17%).

The acquired theatres contributed approximately $125,839,000 to revenue in fiscal 2019. Excluding the impact of acquisition costs, theacquired theatres did not have a material impact on the Company’s fiscal 2019 net earnings. Acquisition costs incurred as a result of theMovie Tavern acquisition were approximately $1,283,000 and $1,507,000 during fiscal 2019 and fiscal 2018, respectively, and wereexpensed as incurred and included in administrative expense in the consolidated statements of earnings.

Assuming the Movie Tavern acquisition occurred at the beginning of fiscal 2018, unaudited pro forma revenues for the Company duringfiscal 2018 were $845,662,000. The Movie Tavern theatres would not have had a material impact on the Company’s fiscal 2018 netearnings. Unaudited pro forma revenues for the Company during fiscal 2019 would have been $832,349,000. The additional five weeksof Movie Tavern theatres operations would not have had a material impact on the Company’s fiscal 2019 net earnings.

6. Additional Balance Sheet Information

The composition of accounts receivable is as follows:

December 31, 2020 December 26, 2019(in thousands)

Trade receivables, net of allowances of $1,284 and $762, respectively $ 405 $ 9,327Other receivables 5,954 20,138

$ 6,359 $ 29,465

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

82

6. Additional Balance Sheet Information (continued)

The composition of property and equipment, which is stated at cost, is as follows:

December 31, 2020 December 26, 2019(in thousands)

Land and improvements $ 145,671 $ 152,434Buildings and improvements 759,421 761,511Leasehold improvements 163,879 164,083Furniture, fixtures and equipment 374,253 377,404Finance lease right-of-use assets 75,322 74,357Construction in progress 3,360 4,043

1,521,906 1,533,832Less accumulated depreciation and amortization 673,578 610,578

$ 848,328 $ 923,254

The composition of other assets is as follows:

December 31, 2020 December 26, 2019(in thousands)

Split dollar life insurance policies $ 11,411 $ 11,411Intangible assets 7,297 10,057Other assets 12,393 12,468

$ 31,101 $ 33,936

Included in intangible assets is a trade name valued at $6,900,000 and $9,500,000 as of December 31, 2020 and December 26, 2019,respectively, that has an indefinite life.

7. Long-Term Debt and Short-Term Borrowings

Long-term debt is summarized as follows:

December 31,2020 December 26, 2019(in thousands, except payment data)

Mortgage notes $ 24,482 $ 24,571Senior notes 100,000 109,000Unsecured term note due February 2025, with monthly principal and interest payments of

$39,110, bearing interest at 5.75% 1,735 2,093Convertible senior notes 100,050 —Payroll Protection Program loans 3,424 —Revolving credit agreement — 81,000Debt issuance costs (3,684) (322)

226,007 216,342Less current maturities, net of issuance costs 10,548 9,910Less debt discount 22,423 —

$ 193,036 $ 206,432

The mortgage notes bear fixed rate interest from 3.00% to 5.03%, have a weighted-average rate of 4.27%at December 31, 2020 andDecember 26, 2019, and mature in fiscal years 2025 through 2043. A mortgage note was amended during fiscal 2020 and in January2021 in order to defer certain payment obligations and waive certain financial covenants through June 2021. The mortgage notes aresecured by the related land, buildings and equipment.

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

83

7. Long-Term Debt and Short-Term Borrowings (continued)

Credit Agreement and Short-Term Borrowings

On January 9, 2020, the Company replaced its then-existing credit agreement with several banks. On April 29, 2020, the Companyentered into the First Amendment, and on September 15, 2020, the Company entered into the Second Amendment (the CreditAgreement, as amended by the First Amendment and the Second Amendment, the “Credit Agreement”). The Second Amendmentbecame effective on September 22, 2020.

The Credit Agreement provides for a revolving credit facility that matures on January 9, 2025 with an initial maximum aggregate amountof availability of $225,000,000. The First Amendment provided a new $90,800,000 364-day Senior Term Loan A (the “Term Loan A”).The Company used the proceeds from the Term Loan A to repay borrowings under the Credit Agreement, to pay costs and expensesrelated to the First Amendment, and for general corporate purposes. In conjunction with the Second Amendment, among other things,the maturity date of the Term Loan A was extended to September 22, 2021, and various debt covenant requirements were amended asfurther discussed below. The $90,800,000 Term Loan A, net of amortized debt issuance costs of $651,000 and pre-payments of$2,955,000 made in conjunction with the sale of certain asset dispositions, is included in short-term borrowings on the consolidatedbalance sheet as of December 31, 2020 and bears interest at 3.75% as of December 31, 2020. Availability under the $225,000,000revolving credit facility was $220,000,000 as of December 31, 2020.

Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (i) LIBOR, subject to a 1% floor, plus aspecified margin based upon the Company's consolidated debt to capitalization ratio as of the most recent determination date; or (ii) thebase rate (which is the highest of (a) the prime rate, (b) the greater of the federal funds rate and the overnight bank funding rate plus0.50% or (c) the sum of 1% plus one-month LIBOR), subject to a 1% floor, plus a specified margin based upon the Company'sconsolidated debt to capitalization ratio as of the most recent determination date. In addition, the Credit Agreement generally requires theCompany to pay a facility fee equal to 0.125% to 0.25% of the total revolving commitment, depending on its consolidated debt tocapitalization ratio, as defined in the Credit Agreement. However, pursuant to the First Amendment and the Second Amendment: (A) inrespect of revolving loans, (1) the Company is charged a facility fee equal to 0.40% of the total revolving credit facility commitment and(2) the specified margin is 2.35% for LIBOR borrowings and 1.35% for ABR borrowings, which facility fee rate and specified marginswill remain in effect until the end of the first fiscal quarter ending after the end of any period in which any portion of the term loanfacility remains outstanding or the testing of any financial covenant in the Credit Agreement is suspended (the “specified period”); and(B) in respect of term loans, the specified margin is 2.75% for LIBOR borrowings and 1.75% for ABR borrowings, in each case, at alltimes.

The Credit Agreement contains various restrictions and covenants applicable to the Company. Among other requirements, the CreditAgreement (a) limits the amount of priority debt (as defined in the Credit Agreement) held by the Company’s restricted subsidiaries to nomore than 20% of the Company’s consolidated total capitalization (as defined in the Credit Agreement), (b) limits the Company’spermissible consolidated debt to capitalization ratio to a maximum of 0.55 to 1.0, (c) requires the Company to maintain a consolidatedfixed charge coverage ratio of at least 3.0 to 1.0 as of the end of the fiscal quarter ending September 29, 2022 and each fiscal quarterthereafter, (d) restricts the Company’s ability to incur additional indebtedness, pay dividends and other distributions, and make voluntaryprepayments on or defeasance of the Company’s 4.02% Senior Notes due August 2025, 4.32% Senior Notes due February 2027, thenotes or certain other convertible securities, (e) requires the Company’s consolidated EBITDA not to be less than or equal to (i) $0 as ofSeptember 30, 2021 for the fiscal quarter then ending, (ii) $20,000,000 as of December 30, 2021 for the two consecutive fiscal quartersthen ending, (iii) $35,000,000 as of March 31, 2022 for the three consecutive fiscal quarters then ending or (iv) $60,000,000 as of June30, 2022 for the four consecutive fiscal quarters then ending, (f) requires the Company’s consolidated liquidity not to be less than orequal to (i) $125,000,000 as of September 24, 2020, (ii) $125,000,000 as of December 31, 2020, (iii) $100,000,000 as of April 1, 2021,(iv) $100,000,000 as of July 1, 2021, or (v) $50,000,000 as of the end of any fiscal quarter thereafter until and including the fiscal quarterending June 30, 2022; however, each such required minimum amount of consolidated liquidity would be reduced to $50,000,000 for eachsuch testing date if the initial term loans are paid in full as of such date, and (g) prohibits the Company from incurring or making capitalexpenditures, (i) during the period beginning on April 1, 2020 through and including December 31, 2020 in excess of the sum of$22,500,000 plus certain adjustments, or (ii) during the Company’s 2021 fiscal year in excess of $50 million plus certain adjustments.

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

84

7. Long-Term Debt and Short-Term Borrowings (continued)

Pursuant to the Credit Agreement, the Company is required to apply net cash proceeds received from certain events, including certainasset dispositions, casualty losses, condemnations, equity issuances, capital contributions, and the incurrence of certain debt, to prepayoutstanding term loans. During fiscal 2020, approximately $2,955,000 in asset sale proceeds were applied to the term loan balance. Inaddition, if, at any time during the specified period, the Company’s unrestricted cash on hand exceeds $75,000,000, the CreditAgreement requires the Company to prepay revolving loans under the Credit Agreement by the amount of such excess, without acorresponding reduction in the revolving commitments under the Credit Agreement.

In connection with the Credit Agreement: (i) the Company has pledged, subject to certain exceptions, security interests and liens in andon (a) substantially all of its respective personal property assets and (b) certain of its respective real property assets, in each case, tosecure the Credit Agreement and related obligations; and (ii) certain of the Company’s subsidiaries have guaranteed the Company’sobligations under the Credit Agreement. The foregoing security interests, liens and guaranties will remain in effect until the CollateralRelease Date (as defined in the Credit Agreement).

The Credit Agreement contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing,then, among other things, the lenders may declare any outstanding obligations under the Credit Agreement to be immediately due andpayable and exercise rights and remedies against the pledged collateral.

Amendments to Note Purchase Agreements

The Company’s $100,000,000 of senior notes consist of two Purchase Agreements maturing in 2025 through 2027, require annualprincipal payments in varying installments and bear interest payable semi-annually at fixed rates ranging from 4.02% to 4.32%, with aweighted-average fixed rate of 4.17% at December 31, 2020 and 4.37% at December 26, 2019.

On September 15, 2020, the Company and certain purchasers entered into amendments (the “Note Amendments”) to the Note PurchaseAgreement, dated June 27, 2013, and the Note Purchase Agreement, dated December 21, 2016 (collectively, the “Note PurchaseAgreements”). The Note Amendments amend certain covenants and other terms of the Note Purchase Agreements and are identical tothe amended covenants that are referenced in the Credit Agreement section above.

Additionally, from April 29, 2020 until the last day of the first fiscal quarter ending after the Collateral Release Date (as defined in theNote Amendments), the Company is required to pay a fee to each Note holder. From April 29, 2020 through September 21, 2020, this feewas 0.7250% of the aggregate principal amount of Notes held by such holder (0.18125% quarterly). As of September 22, 2020, thisamount is equal to 0.975% of the aggregate principal amount of Notes held by such holder and is payable quarterly (0.24375% of theaggregate principal amount of the Notes per quarter) commencing with the fiscal quarter ending September 24, 2020.

In connection with the Note Amendments: (i) the Company has pledged, subject to certain exceptions, security interests and liens in andon (a) substantially all of their respective personal property assets and (b) certain of their respective real property assets, in each case, tosecure the Notes and related obligations; and (ii) certain subsidiaries of the Company have guaranteed the Company's obligations underthe Note Purchase Agreements and the Notes. The foregoing security interests, liens and guaranties will remain in effect until theCollateral Release Date.

The Note Purchase Agreements contain customary events of default. If an event of default under the Note Purchase Agreements occursand is continuing, then, among other things, all Notes then outstanding become immediately due and payable and the Note holders mayexercise their rights and remedies against the pledged collateral.

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

85

7. Long-Term Debt and Short-Term Borrowings (continued)

Convertible Senior Notes

On September 17, 2020, the Company entered into a purchase agreement to issue and sell $100,050,000 aggregate principal amount ofits 5.00% Convertible Senior Notes due 2025 (the “Convertible Notes.”) The Convertible Notes were issued pursuant to an indenture (the“Indenture”), dated September 22, 2020, between the Company and U.S. Bank National Association, as trustee. The net proceeds fromthe sale of the Convertible Notes were approximately $95,421,000 after deducting the Initial Purchasers’ fees and additional fees andexpenses related to the offering. The Company used $16,908,000 of net proceeds from the offering to pay the cost of the Capped CallTransactions (as described below). The remainder of the net proceeds were used to repay borrowings under the Company’s revolvingcredit facility and for general corporate purposes. The Convertible Notes are senior unsecured obligations and rank (i) senior in right ofpayment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; (ii) equal inright of payment to any of the Company’s unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of paymentto any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurallyjunior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

In accounting for the issuance of the Convertible Notes, the Company separated the Convertible Notes into liability and equitycomponents. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that doesnot have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, which doesnot meet the criteria for separate accounting as a derivative as it is indexed to the Company's own stock, was determined by deductingthe fair value of the liability component from the par value of the Convertible Notes. The difference between the principal amount of theConvertible Notes and the liability component represents the debt discount, which is recorded as a direct deduction from the related debtliability in the consolidated balance sheet and amortized to interest expense using the effective interest method over the term of theConvertible Notes. Amortization of the debt discount was $1,004,000 through December 31, 2020 and is included in the convertiblesenior notes balance as of December 31, 2020. The effective interest rate of the Convertible Notes is 11.25%. The equity component ofthe Convertible Notes is approximately $23,426,000 ($16,511,000, net of tax and issuance costs) and is included in additional paid-incapital in the consolidated balance sheet and is not remeasured as long as it continues to meet the conditions for equity classification. TheCompany allocated transaction costs related to the Convertible Notes using the same proportions as the proceeds from Convertible Notes.Transaction costs attributable to the liability component were recorded as a direct deduction from the related debt liability in theconsolidated balance sheet and are being amortized to interest expense over the term of the Convertible Notes. Transaction costsattributable to the equity component were netted with the equity component in shareholders’ equity.

The Convertible Notes bear interest from September 22, 2020 at a rate of 5.00% per year. Interest will be payable semiannually in arrearson March 15 and September 15 of each year, beginning on March 15, 2021. The Convertible Notes may bear additional interest underspecified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if theConvertible Notes are not freely tradeable as required by the Indenture. The Convertible Notes will mature on September 15, 2025,unless earlier repurchased or converted. Prior to March 15, 2025, the Convertible Notes will be convertible at the option of the holdersonly under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2020(and only during such fiscal quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or notconsecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately precedingfiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business dayperiod immediately after any five consecutive trading day period, or the measurement period, in which the trading price per $1,000principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the lastreported sale price of the Common Stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specifiedcorporate events. On or after March 15, 2025, the Convertible Notes will be convertible at the option of the holders at any time until theclose of business on the second scheduled trading day immediately preceding the maturity date.

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

86

7. Long-Term Debt and Short-Term Borrowings (continued)

Upon conversion, the Convertible Notes may be settled, at the company’s election, in cash, shares of Common Stock or a combinationthereof. The initial conversion rate is 90.8038 shares of Common Stock per $1,000 principal amount of the Convertible Notes (equivalentto an initial conversion price of approximately $11.01 per share of Common Stock), representing an initial conversion premium ofapproximately 22.5% to the $8.99 last reported sale price of the Common Stock on The New York Stock Exchange on September 17,2020. If the Company undergoes certain fundamental changes, holders of Convertible Notes may require the Company to repurchase forcash all or part of their Convertible Notes for a purchase price equal to 100% of the principal amount of the Convertible Notes to berepurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a make-wholefundamental change occurs prior to the maturity date, the Company will, under certain circumstances, increase the conversion rate forholders who convert Convertible Notes in connection with such make-whole fundamental change. The Company may not redeem theConvertible Notes before maturity and no “sinking fund” is provided for the Convertible Notes. The Indenture includes covenantscustomary for securities similar to the Convertible Notes, sets forth certain events of default after which the Convertible Notes may bedeclared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Companyand certain of its subsidiaries after which the Convertible Notes become automatically due and payable.

Capped Call Transactions

In connection with the pricing of the Convertible Notes on September 17, 2020, and in connection with the exercise by the InitialPurchasers of their option to purchase additional Convertible Notes on September 18, 2020, the Company entered into privatelynegotiated Capped Call Transactions (the “Capped Call Transactions”) with certain of the Initial Purchasers and/or their respectiveaffiliates and/or other financial institutions (the “Capped Call Counterparties”). The Capped Call Transactions are expected generally toreduce potential dilution of the Company’s common stock upon any conversion of the Convertible Notes and/or offset any cash paymentsthe Company is required to make in excess of the principal amount of such converted Convertible Notes, as the case may be, in the eventthat the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, is greaterthan the strike price of the Capped Call Transactions, which initially corresponds to the conversion price of the Convertible Notes and issubject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. If, however,the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, exceeds thecap price of the Capped Call Transactions, there would nevertheless be dilution to the extent that such market price exceeds the cap priceof the Capped Call Transactions. The cap price of the Capped Call Transactions will initially be $17.98 per share (in no event shall thecap price be less than the strike price of $11.0128), which represents a premium of 100% over the last reported sale price of the CommonStock of $8.99 per share on The New York Stock Exchange on September 17, 2020, and is subject to certain adjustments under the termsof the Capped Call Transactions. The Capped Call Transactions are separate transactions entered into by the Company with the CappedCall Counterparties, are not part of the terms of the Convertible Notes and will not change the rights of holders of the Convertible Notesunder the Convertible Notes and the Indenture.

Paycheck Protection Program Loans

During fiscal 2020, 11 of the Company’s subsidiaries received proceeds totaling $13,459,000 under the CARES Act’s PaycheckProtection Program (PPP). The PPP loans bear interest at a fixed interest rate of 1.0%, require principal and interest payments that willbegin in April 2021, and mature in fiscal 2026. The PPP loans allow for a substantial amount of the principal to be forgiven. UnderSection 1106 of the CARES Act, borrowers are eligible for forgiveness of principal and accrued interest on the loans to the extent thatthe proceeds are used to cover eligible payroll costs, mortgage interest costs, rent and utility costs (qualified expenses). As of December31, 2020, the Company’s subsidiaries used a cumulative total of approximately $10,035,000 of the PPP loan proceeds to pay for qualifiedexpenses. Of the cumulative proceeds used, approximately $9,094,000 of the expenditures paid were used to cover eligible employeepayroll costs which offset the payroll costs of employees rehired due to the CARES Act. The remaining approximately $941,000 ofexpenditures paid were used to offset rent expense, utility costs and mortgage interest expense. The Company believes the portion of thePPP loan proceeds used for qualified expenses will be forgiven under the terms of the CARES Act program and has reduced itscumulative subsidiary loan balances by this amount. The remaining loan balances that have not been used for qualified expenses and areexpected to be repaid total $3,424,000 as of December 31, 2020, of which $503,000 is included in current maturities of long-term debt,and $2,921,000 is included in long-term debt on the consolidated balance sheet.

THE MARCUS CORPORATION

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7. Long-Term Debt and Short-Term Borrowings (continued)

Scheduled annual principal payments on long-term debt, net of amortization of debt issuance costs, for the years subsequent to December31, 2020, are:

Fiscal Year (in thousands)2021 $ 10,5482022 10,9472023 11,0062024 11,0672025 124,538Thereafter 57,901

$ 226,007

Interest paid on short-term borrowings and long-term debt, net of amounts capitalized, for fiscal 2020, fiscal 2019 and fiscal 2018 totaled$10,885,000, $10,281,000 and $11,434,000, respectively.

The Company utilizes derivatives principally to manage market risks and reduce its exposure resulting from fluctuations in interest rates.The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-managementobjectives and strategies for undertaking various hedge transactions.

The Company entered into two interest rate swap agreements on March 1, 2018 covering $50,000,000 of floating rate debt. The firstagreement has a notional amount of $25,000,000, expires March 1, 2021, and requires the Company to pay interest at a defined rate of2.559% while receiving interest at a defined variable rate of one-month LIBOR (1.875% at December 31, 2020). The second agreementhas a notional amount of $25,000,000, expires March 1, 2023, and requires the Company to pay interest at a defined rate of 2.687%while receiving interest at a defined variable rate of one-month LIBOR (1.875% at December 31, 2020). The Company recognizesderivatives as either assets or liabilities on the consolidated balance sheets at fair value. The accounting for changes in the fair value (i.e.,gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship andon the type of hedging relationship. Derivatives that do not qualify for hedge accounting must be adjusted to fair value through earnings.For derivatives that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reportedas a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods duringwhich the hedged transaction affects earnings. The Company’s interest rate swap agreements are considered effective and qualify as cashflow hedges. The Company assesses, both at the inception of each hedge and on an on-going basis, whether the derivatives that are usedin its hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. As of December 31, 2020, theinterest rate swaps were considered highly effective. The fair value of the interest rate swaps on December 31, 2020 was a liability of$1,470,000, of which $100,000 is included in other accrued liabilities and $1,370,000 is included in other long-term obligations in theconsolidated balance sheet. The fair value of the interest rate swap on December 26, 2019, was a liability of $1,194,000 and was includedin other long-term obligations in the consolidated balance sheet. The Company does not expect the interest rate swaps to have a materialeffect on earnings within the next 12 months.

8. Leases

The Company determines if an arrangement is a lease at inception. The Company evaluates each lease for classification as either afinance lease or an operating lease according to accounting guidance ASU No. 2016-02, Leases (Topic 842). The Company performs thisevaluation at the inception of the lease and when a modification is made to a lease. The Company leases real estate and equipment withlease terms of one year to 45 years, some of which include options to extend and/or terminate the lease. The exercise of lease renewaloptions is done at the Company’s sole discretion. When deemed reasonably certain of exercise, the renewal options are included in thedetermination of the lease term and related right-of-use asset and lease liability. The depreciable life of the asset is limited to the expectedterm. The Company’s lease agreements do not contain any residual value guarantees or any restrictions or covenants.

THE MARCUS CORPORATION

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8. Leases (continued)

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent theobligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized atcommencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, theCompany uses the implicit rate in the lease in determining the present value of lease payments. When the lease does not provide animplicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date,including the fixed rate the Company could borrow for a similar amount, over a similar lease term with similar collateral. The Companyrecognizes right-of-use assets for all assets subject to operating leases in an amount equal to the operating lease liabilities, adjusted forthe balances of long-term prepaid rent, favorable lease intangible assets, deferred lease expense, unfavorable lease liabilities and deferredlease incentive liabilities. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

The majority of the Company’s lease agreements include fixed rental payments. For those leases with variable payments based onincreases in an index subsequent to lease commencement, such payments are recognized as variable lease expense as they occur. Variablelease payments that do not depend on an index or rate, including those that depend on the Company’s performance or use of theunderlying asset, are also expensed as incurred. Lease expense for operating lease payments is recognized on a straight-line basis overthe lease term.

Total lease cost consists of the following:

Lease Cost Classification Fiscal 2020 Fiscal 2019 (in thousands)

Finance lease costs: Amortization of finance lease assets Depreciation and amortization $ 2,851 $ 3,507Interest on lease liabilities Interest expense 1,048 1,247

$ 3,899 $ 4,754

Operating lease costs: Operating lease costs Rent expense $ 25,821 $ 24,302Variable lease cost Rent expense 724 1,560Short-term lease cost Rent expense 321 237

$ 26,866 $ 26,099

Additional information related to leases is as follows:

Other Information Fiscal 2020 Fisal 2019(in thousands)

Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 2,007 $ 2,544Operating cash flows from finance leases 1,048 1,247Operating cash flows from operating leases 17,685 25,266

Right of use assets obtained in exchange for new lease obligations: Finance lease liabilities 1,417 1,726Operating lease liabilities, including from acquisitions 10,957 180,103

December 31, 2020 December 26, 2019 (in thousands) (in thousands)

Finance leases:Property and equipment – gross $ 75,322 $ 74,357Accumulated depreciation and amortization (55,547) (52,869)Property and equipment - net $ 19,775 $ 21,488

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

89

8. Leases (continued)

Remaining lease terms and discount rates are as follows:

Lease Term and Discount Rate December 31, 2020 December 26, 2019Weighted-average remaining lease terms:

Finance leases 9 years 10 yearsOperating leases 15 years 15 years

Weighted-average discount rates:

Finance leases 4.62% 4.67%Operating leases 4.53% 4.56%

Maturities of lease liabilities as of December 31, 2020 are as follows (in thousands):

Fiscal Year Operating Leases Finance Leases2021 $ 30,318 $ 3,7222022 28,418 3,4042023 25,313 3,1622024 25,381 3,0562025 25,433 2,897Thereafter 203,089 11,275

Total lease payments 337,952 27,516Less: amount representing interest (87,788) (4,989)

Total lease liabilities $ 250,164 $ 22,527

Due to the COVID-19 pandemic, the Company temporarily closed all of its theatres on March 17, 2020 and had temporarily closed all ofits company-owned hotels by April 8, 2020. At that time, the Company began actively working with landlords to discuss changes to thetiming of lease payments and contract terms of leases due to the pandemic. The lease terms were negotiated on a lease-by-lease basiswith individual landlords. In conjunction with these lease discussions, the Company obtained lease concessions for the majority of itsleases. Substantially all of the lease concessions were for the deferral of lease payments into future periods. This resulted in the totalpayments required by the modified contract being substantially the same as or less than the total payments required by the originalcontract. In accordance with FASB Staff Q&A – Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects ofthe COVID-19 Pandemic issued in April 2020, the Company has made the policy election to account for these lease concessions as ifthey were made under the enforceable rights included in the original agreement and are thus outside of the modification framework. TheCompany has elected to account for these concessions as if no changes to the lease contract were made and has continued to recognizerent expense during the deferral period. Deferred rent payments of approximately $6,609,000 for the Company’s operating leases havebeen included in the total operating lease obligations as of December 31, 2020, of which approximately $1,158,000 is included in long-term operating lease obligations.

9. Shareholders’ Equity and Share-Based Compensation

Shareholders may convert their shares of Class B Common Stock into shares of Common Stock at any time. Class B Common Stockshareholders are substantially restricted in their ability to transfer their Class B Common Stock. Holders of Common Stock are entitled tocash dividends per share equal to 110% of all dividends declared and paid on each share of the Class B Common Stock. Holders ofClass B Common Stock are entitled to ten votes per share while holders of Common Stock are entitled to one vote per share on anymatters brought before the shareholders of the Company. Liquidation rights are the same for both classes of stock.

Through December 31, 2020, the Company’s Board of Directors has approved the repurchase of up to 11,687,500 shares of CommonStock to be held in treasury. The Company intends to reissue these shares upon the exercise of stock options and for savings and profit-sharing plan contributions. The Company repurchased 37,567, 30,139 and 82,722 shares pursuant to these authorizations during fiscal2020, fiscal 2019 and fiscal 2018, respectively. At December 31, 2020, there were 2,718,994 shares available for repurchase under theseauthorizations.

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

90

9. Shareholders’ Equity and Share-Based Compensation (continued)

The Company’s Board of Directors has authorized the issuance of up to 750,000 shares of Common Stock for The Marcus CorporationDividend Reinvestment and Associate Stock Purchase Plan. At December 31, 2020, there were 423,893 shares available under thisauthorization.

Shareholders have approved the issuance of up to 4,937,500 shares of Common Stock under various equity incentive plans. On February25, 2021, the Company’s Board of Directors approved the issuance of an additional 2,500,000 shares of Common Stock under anamended equity incentive plan, which the Company will ask shareholders to approve at the Company’s May 2021 shareholder meeting.Stock options granted in May 2020 and February 2021 are contingent upon shareholder approval of the additional 2,500,000 shares ofCommon Stock. Stock options granted under the plans to employees generally become exercisable either 40% after two years, 60% afterthree years, 80% after four years and 100% after five years of the date of grant, or 50% after two years, 75% after three years and 100%after four years of the date of grant, depending on the date of grant. The options generally expire ten years from the date of grant as longas the optionee is still employed with the Company.

Awarded shares of non-vested stock cumulatively vest either 25% after three years of the grant date, 50% after five years of the grantdate, 75% after ten years of the grant date and 100% upon retirement, or 50% after three years of the grant date and 100% after five yearsof the grant date, or 50% after two years of the grant date and 100% after four years of the grant date, depending on the date of grant. Thenon-vested stock may not be sold, transferred, pledged or assigned, except as provided by the vesting schedule included in theCompany’s equity incentive plan. During the period of restriction, the holder of the non-vested stock has voting rights and is entitled toreceive all dividends and other distributions paid with respect to the stock. Non-vested stock awards and shares issued upon optionexercises may be issued from previously acquired treasury shares. At December 31, 2020, there were 216,247 shares available for grantsof additional stock options, non-vested stock and other types of equity awards under the current plan.

Share-based compensation, including stock options and non-vested stock awards, is expensed over the vesting period of the awards basedon the grant date fair value.

The Company estimated the fair value of stock options using the Black-Scholes option pricing model with the following assumptionsused for awards granted during fiscal 2020, fiscal 2019 and fiscal 2018:

Year Ended Year Ended Year Ended December 31, 2020 December 26, 2019 December 27, 2018

Risk-free interest rate 0.40 – 1.26% 2.50 – 2.60% 2.70 – 2.80%Dividend yield 1.70 – 1.90% 1.70% 2.10%Volatility 27 - 41% 27 – 32% 28 – 33%Expected life 6 – 8 years 6 – 8 years 6 – 8 years

Total pre-tax share-based compensation expense was $4,385,000, $3,523,000 and $2,691,000 in fiscal 2020, fiscal 2019 and fiscal 2018,respectively. The recognized tax benefit on share-based compensation was $771,000, $1,127,000 and $2,617,000 in fiscal 2020, fiscal2019 and fiscal 2018, respectively. The increase in the recognized tax benefit during fiscal 2018 was primarily due to an increase in stockoptions exercised where the market price was significantly greater than the grant date fair value of the stock options.

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

91

9. Shareholders’ Equity and Share-Based Compensation (continued)

A summary of the Company’s stock option activity and related information follows:

December 31, 2020 December 26, 2019 December 27, 2018Weighted- Weighted- Weighted-Average Average AverageExercise Exercise Exercise

Options Price Options Price Options Price (options in thousands)

Outstanding at beginning of period 1,641 $ 25.46 1,450 $ 21.25 1,629 $ 18.08Granted 728 23.47 329 41.67 336 27.59Exercised (31) 12.21 (97) 15.60 (478) 14.74Forfeited (104) 28.06 (41) 30.58 (37) 23.35Outstanding at end of period 2,234 24.87 1,641 25.46 1,450 21.25Exercisable at end of period 1,001 $ 20.38 802 $ 18.22 699 $ 15.87Weighted-average fair value of options granted during theperiod $ 5.96 $ 11.79 $ 7.87

Exercise prices for options outstanding as of December 31, 2020 ranged from $10.00 to $41.90. The weighted-average remainingcontractual life of those options is 6.6 years. The weighted-average remaining contractual life of options currently exercisable is 4.3years. There were 2,177,000 options outstanding, vested and expected to vest as of December 31, 2020, with a weighted-average exerciseprice of $24.82 and an intrinsic value of $547,000. Additional information related to these options segregated by exercise price range isas follows:

Exercise Price Range$10.00 to $18.35 to $27.01 to

$18.34 $27.00 $41.90(options in thousands)

Options outstanding 666 580 988Weighted-average exercise price of options outstanding $ 13.64 $ 23.21 $ 33.44Weighted-average remaining contractual life of options outstanding 4.9 5.9 8.1Options exercisable 423 415 163Weighted-average exercise price of options exercisable $ 14.17 $ 22.22 $ 31.77

The intrinsic value of options outstanding at December 31, 2020 was $559,000 and the intrinsic value of options exercisable at December31, 2020 was $371,000. The intrinsic value of options exercised was $107, $2,135,000 and $10,373,000 during fiscal 2020, fiscal 2019and fiscal 2018, respectively. As of December 31, 2020, total remaining unearned compensation cost related to stock options was$6,357,000, which will be amortized to expense over the remaining weighted-average life of 2.7 years.

A summary of the Company’s non-vested stock activity and related information follows:

December 31, 2020 December 26, 2019 December 27, 2018Weighted- Weighted- Weighted-Average Average Average

Fair Fair Fair Shares Value Shares Value Shares Value

(options in thousands)Outstanding at beginning of period 174 $ 29.16 158 $ 18.98 137 $ 21.94Granted 42 31.43 39 38.24 52 29.02Vested (69) 26.56 (23) 18.60 (31) 16.41Forfeited — — — — — —Outstanding at end of period 147 $ 31.02 174 $ 29.16 158 $ 18.98

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

92

9. Shareholders’ Equity and Share-Based Compensation (continued)

The Company expenses awards of non-vested stock based on the fair value of the Company’s common stock at the date of grant. As ofDecember 31, 2020, total remaining unearned compensation related to non-vested stock was $2,863,000, which will be amortized overthe weighted-average remaining service period of 2.4 years.

10. Employee Benefit Plans

The Company has a qualified profit-sharing retirement savings plan (401(k) plan) covering eligible employees. The 401(k) plan providesa matching contribution equal to 100% of the first 3% of compensation and 50% of the next 2% of compensation deposited by anemployee into the 401(k) plan. During fiscal 2020, fiscal 2019 and fiscal 2018, the first 2% of the matching contribution was made withthe Company’s common stock. Retirement savings plan expense was $1,718,000, $2,311,000 and $2,206,000 for fiscal 2020, fiscal 2019and fiscal 2018, respectively.

The Company also sponsors unfunded, nonqualified, defined-benefit and deferred compensation plans. The Company’s unfunded,nonqualified retirement plan includes two components. The first component is a defined-benefit plan that applies to certain participants.The second component applies to all other participants and provides an account-based supplemental retirement benefit.

The Company recognizes actuarial losses and prior service costs related to its defined benefit plan in the consolidated balance sheets andrecognizes changes in these amounts in the year in which changes occur through comprehensive income.

The status of the Company’s unfunded nonqualified, defined-benefit and account-based retirement plan based on the respectiveDecember 31, 2020 and December 26, 2019 measurement dates is as follows:

December 31, December 26,2020 2019

(in thousands)Change in benefit obligation:

Benefit obligation at beginning of period $ 43,824 $ 35,640Service cost 1,095 833Interest cost 1,371 1,485Actuarial loss 3,806 7,317Benefits paid (1,492) (1,451)Benefit obligation at end of year $ 48,604 $ 43,824

Amounts recognized in the statement of financial position consist of: Current accrued benefit liability (included in Other accrued liabilities) $ (1,401) $ (1,400)Noncurrent accrued benefit liability (included in Other long-term obligations) (47,203) (42,424)Total $ (48,604) $ (43,824)

Amounts recognized in accumulated other comprehensive loss consist of: Net actuarial loss $ 19,125 $ 16,373Prior service credit (387) (451)Total $ 18,738 $ 15,922

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

93

10. Employee Benefit Plans (continued)

Year EndedDecember 31, December 26, December 27,

2020 2019 2018(in thousands)

Net periodic pension cost: Service cost $ 1,095 $ 833 $ 926Interest cost 1,371 1,485 1,364Net amortization of prior service cost and actuarial loss 990 436 621

$ 3,456 $ 2,754 $ 2,911

The $13,847,000 loss, net of tax, included in accumulated other comprehensive loss at December 31, 2020, consists of the $14,133,000net actuarial loss, net of tax, and the $286,000 unrecognized prior service credit, net of tax, which have not yet been recognized in the netperiodic benefit cost. The $11,766,000 loss, net of tax, included in accumulated other comprehensive loss at December 26, 2019, consistsof the $12,100,000 net actuarial loss, net of tax, and the $334,000 unrecognized prior service credit, net of tax, which have not yet beenrecognized in the net periodic benefit cost.

The accumulated benefit obligation was $43,548,000 and $37,474,000 as of December 31, 2020 and December 26, 2019, respectively.

The pre-tax change in the benefit obligation recognized in other comprehensive loss was as follows:

Year Ended December 31, 2020 December 26, 2019 (in thousands)

Net actuarial loss $ 3,806 7,317Amortization of the net actuarial loss (1,055) (499)Amortization of the prior year service credit 64 63Total $ 2,815 6,881

The weighted-average assumptions used to determine the benefit obligations as of the measurement dates were as follows:

December 31, 2020 December 26, 2019 Discount rate 2.45 % 3.10 %Rate of compensation increase 4.00 % 4.00 %

The weighted-average assumptions used to determine net periodic benefit cost were as follows:

Year Ended December 31, December 26, December 27,

2020 2019 2018 Discount rate 3.10 % 4.15 % 3.60 %Rate of compensation increase 4.00 % 4.00 % 4.00 %

Benefit payments expected to be paid subsequent to December 31, 2020, are:

Fiscal Year (in thousands)2021 $ 1,4012022 1,7162023 1,5192024 1,7772025 2,177Years 2026 – 2030 12,273

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

94

11. Income Taxes

The components of the net deferred tax liability are as follows:

December 31, 2020 December 26, 2019(in thousands)

Accrued employee benefits $ 16,685 $ 15,145Depreciation and amortization (82,964) (69,100)Operating lease assets (58,704) (62,339)Operating lease liabilities 64,055 62,750Net operating loss and tax credit carryforwards 21,526 —Other 5,973 5,282Net deferred tax liability $ (33,429) $ (48,262)

The Company has a federal net operating loss carryforward of $28,691,000 and a state net operating loss carryforward of $175,039,000as of December 31, 2020. In addition, the Company has federal tax credit carryforwards of $5,074,000 as of December 31, 2020.

Income tax expense consists of the following:

Year EndedDecember 31, December 26, December 27,

2020 2019 2018(in thousands)

Current: Federal $ (32,626) $ 1,187 $ 7,022State 526 2,041 3,181

Deferred: Federal (24,751) 9,228 2,815State (14,085) (136) 109

$ (70,936) $ 12,320 $ 13,127

The Company’s effective income tax rate, adjusted for earnings (losses) from noncontrolling interests, was 36.2%, 22.7% and 19.7% forfiscal 2020, fiscal 2019 and fiscal 2018, respectively. The Company's effective income tax rate during fiscal 2020 benefitted from severalaccounting method changes and the March 27, 2020 signing of the CARES Act, one of the provisions of which allows the Company's2019 and 2020 taxable losses to be carried back to prior fiscal years during which the federal income tax rate was 35%, compared to thecurrent statutory federal income tax rate of 21%. During fiscal 2020, the Company recorded current tax benefits of $11,976,000 anddeferred tax benefits of $8,095,000 related to the CARES Act and tax accounting changes. Excluding these favorable impacts, thecompany’s effective income tax rate for fiscal 2020 was 26.0%. The Company does not include the income tax expense or benefit relatedto the net earnings or loss attributable to noncontrolling interests in its income tax expense as the entity is considered a pass-throughentity and, as such, the income tax expense or benefit is attributable to its owners.

The Company has evaluated the provisions of the CARES Act. Among other things, the CARES Act includes provisions relating torefundable payroll tax credits, deferment of employer-side social security payments, net operating loss carryback periods, alternativeminimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methodsfor qualified improvement property. After reviewing these provisions, the Company filed income tax refund claims of approximately$37,400,000 in fiscal 2020, with the primary benefit derived from several accounting method changes and new rules for qualifiedimprovement property expenditures and net operating loss carrybacks. In fiscal 2020, the Company received $31,500,000 of therequested tax refunds. The Company expects to receive the remaining $5,900,000 during the first quarter of fiscal 2021. The Companyalso expects to apply a significant portion of the tax loss incurred in fiscal 2020 to prior year income, which may also result in a refundthat may approximate $21,000,000 in fiscal 2021 when the Company's fiscal 2020 tax return is filed (with additional tax losscarryforwards that may be used in future years).

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

95

11. Income Taxes (continued)

During fiscal 2018, the Company recorded current tax benefits of $1,947,000 related to reductions in deferred tax liabilities related to taxaccounting method changes that the Company made subsequent to the Tax Cuts and Jobs Act of 2017. Excluding these favorableimpacts, the Company’s effective income tax rate for fiscal 2018 was 22.7%. The Company also recorded significant current tax benefitsin fiscal 2018 related to excess tax benefits on share-based compensation.

A reconciliation of the statutory federal tax rate to the effective tax rate on earnings attributable to The Marcus Corporation follows:

Year Ended December 31, December 26, December 27,

2020 2019 2018 Statutory federal tax rate 21.0 % 21.0 % 21.0 %Tax benefit from Tax Cuts and Jobs Act of 2017 — — (2.9)Tax benefit from CARES Act and accounting method changes 10.3 — —State income taxes, net of federal income tax benefit 5.0 5.5 6.1Tax credits, net of federal income tax benefit 0.2 (2.7) (1.1)Other (0.3) (1.1) (3.4)

36.2 % 22.7 % 19.7 %

Net income taxes paid (refunded) in fiscal 2020, fiscal 2019 and fiscal 2018 were $(33,275,000), $3,062,000 and $(218,000),respectively. Net income taxes refunded in fiscal 2020 included $31,500,000 related to net operating loss carrybacks to prior years, asallowed under the provisions of the CARES Act.

A reconciliation of the beginning and ending gross amounts of unrecognized tax benefit are as follows:

Year EndedDecember 31, December 26, December 27,

2020 2019 2018(in thousands)

Balance at beginning of year $ — $ — $ 102Increases due to:

Tax positions taken in prior years — — —Tax positions taken in current year — — —

Decreases due to: Tax positions taken in prior years — — —Settlements with taxing authorities — — (102)Lapse of applicable statute of limitations — — —

Balance at end of year $ — $ — $ —

During fiscal 2018, the Company settled a dispute with a state taxing authority and no longer carries an unrecognized tax benefitsubsequent to December 27, 2018. The Company had no accrued interest or penalties at December 31, 2020 or December 26, 2019. TheCompany classifies interest and penalties relating to income taxes as income tax expense. For the year ended December 31, 2020,$296,000 of interest income was recognized in the consolidated statement of earnings (loss), compared to $1,000 of interest income forthe year ended December 26, 2019 and $68,000 of interest income for the year ended December 27, 2018.

THE MARCUS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

96

11. Income Taxes (continued)

The Company is currently undergoing an examination by the Internal Revenue Service of its fiscal 2019 income tax return. Thisexamination also includes the previous five fiscal years to the extent that net operating losses were carried back to those fiscal yearsunder provisions of the CARES Act. During fiscal 2018, the Company settled, with no change, an examination by the Internal RevenueService of its income tax return for the 31 weeks ended December 31, 2015. With certain exceptions, the Company’s state income taxreturns are no longer subject to examination prior to fiscal 2016. At this time, the Company does not expect the results from any incometax audit or appeal to have a significant impact on the Company’s financial statements.

The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

12. Commitments and License Rights

Commitments - The Company has commitments for the completion of construction at various properties totaling approximately$2,049,000 at December 31, 2020.

License Rights – As of December 31, 2020, the Company had license rights to operate three hotels using the Hilton trademark and twohotels using the Marriott trademark. Under the terms of the licenses, the Company is obligated to pay fees based on defined gross sales.

13. Joint Venture Transactions

At December 31, 2020 and December 26, 2019, the Company held investments with aggregate carrying values of $2,084,000 and$3,593,000, respectively, in several joint ventures, one of which is accounted for under the equity method, and two of which areinvestments in equity investments without readily determinable fair values. During fiscal 2020, the Company recorded an other-than-temporary impairment loss of approximately $811,000 in which it was determined that the fair value of its equity method investment in ajoint venture was less than its carrying value. The $811,000 impairment loss is included within Equity losses from unconsolidated jointventures in the consolidated statement of earnings (loss) as of December 31, 2020. Early in fiscal 2021, pursuant to a recapitalization ofthis joint venture, the Company surrendered its ownership interest in this entity. The Company also sold its interest in an equityinvestment without a readily determinable fair value early in fiscal 2021.

THE MARCUS CORPORATION

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97

14. Business Segment Information

The Company evaluates performance and allocates resources based on the operating income (loss) of each segment. The accountingpolicies of the reportable segments are the same as those described in the summary of significant accounting policies.

Following is a summary of business segment information for fiscal 2020, fiscal 2019 and fiscal 2018:

Hotels/ Corporate Theatres Resorts Items Total

(in thousands)Fiscal 2020 Revenues $ 132,624 $ 104,638 $ 426 $ 237,688Operating loss (121,429) (43,885) (13,108) (178,422)Depreciation and amortization 53,460 21,096 496 75,052Assets 871,655 309,320 73,203 1,254,178Capital expenditures and acquisitions 15,828 4,669 866 21,363

Fiscal 2019 Revenues $ 557,080 $ 263,350 $ 433 $ 820,863Operating income (loss) 76,903 10,050 (18,762) 68,191Depreciation and amortization 51,202 20,430 645 72,277Assets 953,299 337,206 68,681 1,359,186Capital expenditures and acquisitions 61,604 31,783 780 94,167

Fiscal 2018 Revenues $ 446,804 $ 259,892 $ 424 $ 707,120Operating income (loss) 88,790 12,480 (18,081) 83,189Depreciation and amortization 38,760 22,229 353 61,342Assets 624,512 306,162 58,657 989,331Capital expenditures and acquisitions 43,568 14,931 161 58,660

Corporate items include amounts not allocable to the business segments. Corporate revenues consist principally of rent and the corporateoperating loss includes general corporate expenses. Corporate information technology costs and accounting shared services costs areallocated to the business segments based upon several factors, including actual usage and segment revenues. Corporate assets primarilyinclude cash and cash equivalents, furniture, fixtures and equipment, investments and land held for development.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

Based on their evaluations, as of the end of the period covered by this Annual Report on Form 10-K, our principal executiveofficer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosedby us in reports that we file or furnish under the Exchange Act is accumulated and communicated to our management and recorded,processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) Management’s report on internal control over financial reporting.

The report of management required under this Item 9A is contained in the section titled “Item 8 – Financial Statements andSupplementary Data” under the heading “Management’s Report on Internal Control over Financial Reporting.”

(c) Attestation Report of Independent Registered Public Accounting Firm.

The attestation report required under this Item 9A is contained in the section titled “Item 8 – Financial Statements andSupplementary Data” under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over FinancialReporting.”

(d) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required byRule 13a-15(b) of the Exchange Act during the fourth quarter of our fiscal 2020 that has materially affected, or is reasonably likely tomaterially affect, our internal control over financial reporting.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by Item 10 is incorporated herein by reference to the relevant information set forth under the captions“Election of Directors” and “Board of Directors and Corporate Governance” in the definitive Proxy Statement for our 2021 AnnualMeeting of Shareholders scheduled to be held on May 6, 2021 (our “Proxy Statement”). Information regarding our executive officersmay be found in Part I of this Form 10-K under the caption “Executive Officers of the Company.” Except as otherwise specificallyincorporated by reference, our Proxy Statement is not deemed to be filed as part of this Form 10-K.

Item 11. Executive Compensation.

The information required by Item 11 is incorporated herein by reference to the relevant information set forth under the caption“Compensation Discussion and Analysis” in our Proxy Statement.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The following table lists certain information about our two stock option plans, our 1995 Equity Incentive Plan and our 2004Equity and Incentive Awards Plan, all of which were approved by our shareholders. We do not have any equity-based compensationplans that have not been approved by our shareholders.

Number of securities to be Weighted-average Number of securities remaining available issued upon the exercise exercise price of for future issuance under current equityof outstanding options, outstanding options, compensation plan (excluding

warrants and rights warrants and rights securities reflected in the first column)2,234,000 $ 24.87 216,000

The other information required by Item 12 is incorporated herein by reference to the relevant information set forth under thecaption “Stock Ownership of Management and Others” in our Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 13, to the extent applicable, is incorporated herein by reference to the relevant information setforth under the caption “Policies and Procedures Governing Related Person Transactions” in our Proxy Statement.

Item 14. Principal Accounting Fees and Services.

The information required by Item 14 is incorporated by reference herein to the relevant information set forth under the caption“Other Matters” in our Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements.

The information required by this item is set forth in “Item 8 – Financial Statements and Supplementary Data” above.

(a)(2) Financial Statement Schedules.

All schedules are omitted because they are inapplicable, not required under the instructions or the financial information isincluded in the consolidated financial statements or notes thereto.

(a)(3) Exhibits.

The exhibits filed herewith or incorporated by reference herein are set forth on the attached Exhibit Index. Exhibits to this Form10-K will be furnished to shareholders upon advance payment of a fee of $0.25 per page, plus mailing expenses. Requests for copiesshould be addressed to Thomas F. Kissinger, Senior Executive Vice President, General Counsel and Secretary, The Marcus Corporation,100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125.

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EXHIBIT INDEX

2.1 Asset Purchase Agreement, dated as of November 1, 2018, by and among MMT Texnv, LLC, MMT Lapagava, LLC, TheMarcus Corporation, Movie Tavern, Inc., Movie Tavern Theaters, LLC, TGS Beverage Company, LLC, and VSS-SouthernTheatres LLC. [Schedules and exhibits have been omitted and The Marcus Corporation agrees to furnish supplementally tothe Securities and Exchange Commission a Copy of any omitted schedules and exhibits upon request.] [Incorporated byreference to Exhibit 2.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2018].

3.1 Restated Articles of Incorporation. [Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the

quarterly period ended November 13, 1997.] 3.2 By-Laws of The Marcus Corporation, as amended. [Incorporated by reference to Exhibit 3.1 to our Quarterly Report on

Form 10-Q for the quarterly period ended September 24, 2020.] 4.1 Credit Agreement, dated January 9, 2020, by and among The Marcus Corporation and the several banks party thereto,

including JPMorgan Chase Bank, N.A., as Administrative Agent, and U.S. Bank National Association, as SyndicationAgent. [Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated January 9, 2020.]

4.2 First Amendment to Credit Agreement, dated April 29, 2020, among The Marcus Corporation, the lenders party thereto and

JPMorgan Chase Bank, N.A., as Administrative Agent. [Schedules and exhibits have been omitted and The MarcusCorporation agrees to furnish supplementally to the Securities and Exchange Commission a Copy of any omitted schedulesand exhibits upon request.] [Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated April 30,2020.]

4.3 Second Amendment to Credit Agreement, dated September 15, 2020, among The Marcus Corporation, the lenders partythereto and JPMorgan Chase Bank, N.A., as Administrative Agent. [Schedules and exhibits have been omitted and TheMarcus Corporation agrees to furnish supplementally to the Securities and Exchange Commission a Copy of any omittedschedules and exhibits upon request.]

4.4 The Marcus Corporation Note Purchase Agreement, dated June 27, 2013. [Incorporated by reference to Exhibit 4.1 to ourCurrent Report on Form 8-K dated June 27, 2013.]

4.5 The First Amendment to Note Purchase Agreement, dated June 27, 2013, dated April 29, 2020. [Schedules and exhibits

have been omitted and The Marcus Corporation agrees to furnish supplementally to the Securities and ExchangeCommission a Copy of any omitted schedules and exhibits upon request.] [Incorporated by reference to Exhibit 4.2 to ourCurrent Report on Form 8-K dated April 30, 2020.]

4.6 The Second Amendment to Note Purchase Agreement, dated June 27, 2013, dated June 26, 2020. [Schedules and exhibitshave been omitted and The Marcus Corporation agrees to furnish supplementally to the Securities and ExchangeCommission a Copy of any omitted schedules and exhibits upon request.]

4.7 The Third Amendment to Note Purchase Agreement, dated June 27, 2013, dated September 15, 2020. [Schedules andexhibits have been omitted and The Marcus Corporation agrees to furnish supplementally to the Securities and ExchangeCommission a Copy of any omitted schedules and exhibits upon request.]

4.8 The Marcus Corporation Note Purchase Agreement, dated December 21, 2016. [Incorporated by reference to Exhibit 4.1 toour Current Report on Form 8-K dated February 22, 2017.]

4.9 The First Amendment to Note Purchase Agreement, dated December 21, 2016, dated April 29, 2020. [Schedules andexhibits have been omitted and The Marcus Corporation agrees to furnish supplementally to the Securities and ExchangeCommission a Copy of any omitted schedules and exhibits upon request.] [Incorporated by reference to Exhibit 4.3 to ourCurrent Report on Form 8-K dated April 30, 2020.]

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4.10 The Second Amendment to Note Purchase Agreement, dated December 21, 2016, dated June 26, 2020. [Schedules andexhibits have been omitted and The Marcus Corporation agrees to furnish supplementally to the Securities and ExchangeCommission a Copy of any omitted schedules and exhibits upon request.]

4.11 The Third Amendment to Note Purchase Agreement, dated December 21, 2016, dated September 15, 2020. [Schedules andexhibits have been omitted and The Marcus Corporation agrees to furnish supplementally to the Securities and ExchangeCommission a Copy of any omitted schedules and exhibits upon request.]

4.12 Indenture, dated September 22, 2020, between The Marcus Corporation and U.S. Bank, N.A., as trustee. [Incorporated byreference to Exhibit 4.1 to our Current Report on Form 8-K dated September 22, 2020.]

Other than as set forth in Exhibits 4.1 through 4.12, we have numerous instruments which define the rights of holders of

long-term debt. These instruments, primarily promissory notes, have arisen from the purchase of operating properties in theordinary course of business. These instruments are not being filed with this Annual Report on Form 10-K in reliance uponItem 601(b)(4)(iii) of Regulation S-K. Copies of these instruments will be furnished to the Securities and ExchangeCommission upon request.

4.13 Description of the Registrant’s Securities. [Incorporated by reference to Exhibit 4.5 to our Annual Report on Form 10-K for

the fiscal year ended December 26, 2019.] 10.1* The Marcus Corporation Non-Employee Director Compensation Plan. 10.2* The Marcus Corporation Variable Incentive Plan, as amended. [Incorporated by reference to Exhibit 10.1 to our Current

Report on Form 8-K dated July 7, 2009.] 10.3* The Marcus Corporation Deferred Compensation Plan. [Incorporated by reference to Exhibit 10.8 to our Annual Report on

Form 10-K for the fiscal year ended May 25, 2006.] 10.4* The Marcus Corporation Retirement Income and Supplemental Retirement Plan, as amended and restated. [Incorporated by

reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended August 29, 2013.]

10.5 Administrative Services Agreement between Marcus Investments, LLC and The Marcus Corporation, as amended.[Incorporated by reference to Exhibit 99.1 to our Annual Report on Form 10-K for the fiscal year ended May 31, 2007.]

10.6* The Marcus Corporation 1995 Equity Incentive Plan, as amended and restated. [Incorporated by reference to Exhibit 10.3 to

our Current Report on Form 8-K dated October 4, 2006.] 10.7* Form of The Marcus Corporation 1995 Equity Incentive Plan Restricted Stock Agreement. [Incorporated by reference to

Exhibit 10.6 to our Annual Report on Form 10-K for the fiscal year ended May 26, 2005.] 10.8* The Marcus Corporation 2004 Equity and Incentive Awards Plan. [Incorporated by reference to Attachment A to the

Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on September2, 2011.]

10.9* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Restricted Stock Agreement. [Incorporated by

reference to Exhibit 10.1 to our Current Report on Form 8-K dated August 15, 2006.] 10.10* Form of Cover Letter to The Marcus Corporation 2004 Equity and Incentive Awards Plan Restricted Stock

Agreement. [Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated August 15, 2006.] 10.11* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Stock Option Award (Employees). [Incorporated

by reference to Exhibit 10.2 to our Current Report on Form 8-K dated July 8, 2008.]

102

10.12* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Stock Option Award (Non-EmployeeDirectors). [Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated July 8, 2008.]

10.13* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Stock Option Award Agreement for awards

granted after October 11, 2011 (Employees). [Incorporated by reference to Exhibit 4.2 to our Registration Statement onForm S-8 dated October 28, 2011.]

10.14* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Restricted Stock Agreement for awards granted

after October 11, 2011 (Employees). [Incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K forthe fiscal year ended May 31, 2012.]

10.15* Form of Cover Letter to The Marcus Corporation 2004 Equity and Incentive Awards Plan Restricted Stock Agreement for

awards granted after October 11, 2011 (Employees). [Incorporated by reference to Exhibit 10.16 to our Annual Report onForm 10-K for the fiscal year ended May 31, 2012.]

10.16* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Stock Option Award Agreement for awards

granted after January 8, 2013 (Employees). [Incorporated by reference to Exhibit 10 to our Quarterly Report on Form 10-Qfor the quarterly period ended November 28, 2013.]

10.17* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Stock Option Award for awards granted after

October 11, 2011 (Non-Employee Directors). [Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form10-Q for the quarterly period ended February 23, 2012.]

10.18* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Restricted Stock Agreement for awards grantedafter October 11, 2011 (Non-Employee Directors). [Incorporated by reference to Exhibit 10.2 to our Quarterly Report onForm 10-Q for the quarterly period ended February 23, 2012.]

10.19* The Marcus Corporation Long-Term Incentive Plan Terms. [Incorporated by reference to Exhibit 10.10 to our Annual

Report on Form 10-K for the fiscal year ended May 28, 2009.] 10.20* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Restricted Stock Agreement (Non-Employee

Directors) for awards granted after February 22, 2018. [Incorporated by reference to Exhibit 10.20 to our Annual Report onForm 10-K for the fiscal year ended December 28, 2017.]

10.21* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Restricted Stock Agreement for awards granted

after February 22, 2018 (Employees). [Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K forthe fiscal year ended December 28, 2017.]

10.22* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Restricted Stock Agreement for awards granted

after August 1, 2018 (Employees). [Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for thequarter ended June 28, 2018.]

10.23* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Stock Option Award Agreement for awards

granted after May 6, 2020 (Employees). [Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Qfor the quarterly period ended September 24, 2020.]

10.24* Form of The Marcus Corporation 2004 Equity and Incentive Awards Plan Restricted Stock Agreement for one-time awardsgranted on February 25, 2021 (Employees).

10.25 Shareholders’ Agreement dated as of February 1, 2019, by and between The Marcus Corporation and Southern Margin LoanSPV LLC. [Incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-3ASR filed with theSecurities and Exchange Commission on February 1, 2019.]

103

10.26 Underwriting Agreement, dated as of February 4, 2019, by and among The Marcus Corporation, Goldman Sachs & Co.LLC, as the Underwriter and Southern Margin Loan SPV LLC, as the Selling Shareholder. [Incorporated by reference toExhibit 1.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2019.]

10.27 Purchase Agreement, dated September 17, 2020, between The Marcus Corporation and J.P. Morgan Securities LLC, asrepresentative of the Initial Purchasers. [Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K datedSeptember 22, 2020.]

10.28 Form of Capped Call Transaction Confirmation. [Incorporated by reference to Exhibit 10.2 to our Current Report on Form8-K dated September 22, 2020.]

14.1 The Marcus Corporation Code Of Conduct, as amended February 18, 2020. 21 Our subsidiaries as of December 31, 2020. 22 List of guarantor subsidiaries.

23 Consent of Deloitte & Touche LLP. 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350. 99 Proxy Statement for the 2021 Annual Meeting of Shareholders. (The Proxy Statement for the 2021 Annual Meeting of

Shareholders will be filed with the Securities and Exchange Commission under Regulation 14A within 120 days after theend of our fiscal year.)

101 The following materials from The Marcus Corporation’s Annual Report on Form 10-K for the fiscal year ended December31, 2020 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated BalanceSheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Comprehensive Income, (iv) theConsolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File. (Formatted as Inline XBRL and contained in Exhibit 101).

* This exhibit is a management contract or compensatory plan, contract or arrangement in which a director or named executive officerof the Company participated.

Item 16. Form 10-K Summary.

None.

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SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

THE MARCUS CORPORATION

Date: March 5, 2021 By: /s/ Gregory S. Marcus Gregory S. Marcus,President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following personson behalf of us and in the capacities as of the date indicated above.

By: /s/ Gregory S. Marcus By: /s/ Diane Marcus GershowitzGregory S. Marcus, President and Chief Executive Officer(Principal Executive Officer) and Director

Diane Marcus Gershowitz, Director

By: /s/ Douglas A. Neis By: /s/ Timothy E. Hoeksema

Douglas A. Neis, Executive Vice President, Chief FinancialOfficer and Treasurer (Principal Financial Officer andAccounting Officer)

Timothy E. Hoeksema, Director

By: /s/ Stephen H. Marcus By: /s/ Allan H. SeligStephen H. Marcus, Chairman and Director Allan H. Selig, Director

By: /s/ Philip L. Milstein By: /s/ Brian J. StarkPhilip L. Milstein, Director Brian J. Stark, Director

By: /s/ Bruce J. Olson By: /s/ David M. BaumBruce J. Olson, Director David M. Baum, Director

By: /s/ Katherine M. GehlKatherine M. Gehl, Director

Exhibit 4.3

Execution Copy

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of September 15, 2020 (this "Amendment"),is among THE MARCUS CORPORATION (the “Borrower”), the LENDERS party hereto (the “Lenders”), JPMORGANCHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), U.S. BANK NATIONAL ASSOCIATION, asSyndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Documentation Agents.

RECITALS

A. The Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as ofJanuary 9, 2020 (as amended by that certain First Amendment to Credit Agreement dated as of April 29, 2020, the “CreditAgreement”, and the Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”). Capitalizedterms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The Borrower desires to amend the Credit Agreement, and the Administrative Agent and the Lenders arewilling to do so in accordance with the terms hereof.

TERMS

In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

ARTICLE I. AMENDMENTS. Upon the Second Amendment Effective Date, the parties hereto agree that theCredit Agreement (including the Exhibits and Schedules thereto) is hereby amended to delete the stricken text (indicatedtextually in the same manner as the following example: stricken text) and to add the double-underlined text (indicatedtextually in the same manner as the following example: double-underlined text) as set forth as reflected by the AmendedCredit Agreement attached hereto as Exhibit A hereto.

ARTICLE II. REPRESENTATIONS. The Borrower represents and warrants to the Administrative Agent and theLenders, on the date hereof, that:

2.1 The execution, delivery and performance of this Amendment are (a) within the Borrower's corporate powersand have been duly authorized by all necessary corporate action and, if required, actions by equity holders; (b) do not requireany consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such ashave been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuantto the Loan Documents, (c) will not violate any Requirement of Law applicable to the Borrower or any Subsidiary, (d) willnot violate or result in a default under any indenture, material agreement or other material instrument binding upon theBorrower or any Subsidiary or the assets of the Borrower or any Subsidiary, or give rise to a right thereunder to require anypayment to be made by the Borrower or any Subsidiary, and (e) will not result in the creation or imposition of any Lien onany asset of the Borrower or any Subsidiary, except Liens created pursuant to the Loan Documents.

2

2.2 This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid andbinding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity,regardless of whether considered in a proceeding in equity or at law.

2.3 Upon giving effect to this Amendment, the representations and warranties contained in Article III of theCredit Agreement and in the other Loan Documents are true in all material respects on and as of the date hereof with thesame force and effect as if made on and as of the date hereof (it being understood and agreed that any representation orwarranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects onlyas of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall berequired to be true and correct in all respects).

2.4 As of the date hereof, no Default exists or has occurred and is continuing, and no Default will be causedupon giving effect to this Amendment.

ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as the date hereofwhen the Borrower, the Term A Lenders and the Required Lenders shall have executed and delivered this Amendment. Thechanges to the Credit Agreement effectuated by Article I of this Amendment shall become effective on the date (the “SecondAmendment Effective Date”) when all of the following conditions have been (or, in the case of Sections 3.1 and 3.2,substantially contemporaneously will be) satisfied, provided that such satisfaction occurs on or before the day 60 days afterthe date hereof:

3.1 The Specified Convertible Senior Notes and the transactions related thereto shall have closed on terms andconditions, and pursuant to agreements, reasonably satisfactory to the Administrative Agent, and the gross proceeds from theissuance of the Specified Convertible Senior Notes shall not be less than $75,000,000.

3.2 The Senior Notes shall be amended on terms and conditions, and pursuant to agreements, reasonablysatisfactory to the Administrative Agent.

3.3 The Administrative Agent shall have received and be reasonably satisfied with such other documents, andthe Borrowers shall have satisfied such other conditions, as the Administrative Agent may have reasonably requested,including without limitation all documents and conditions described in the closing list delivered in connection herewith, andthe payment of all fees as separately agreed upon that are due and payable on or prior to the Second Amendment EffectiveDate to the extent invoiced (in reasonable detail) at least one Business Day prior to the Second Amendment Effective Date.

The Administrative Agent shall notify the Borrower and the Lenders of the Second Amendment Effective Date, andsuch notice shall be conclusive and binding.

ARTICLE IV. MISCELLANEOUS.

4.1 References in the Credit Agreement or in any other Loan Document to the Credit Agreement shall bedeemed to be references to the Amended Credit Agreement and as further amended from time to time.

4.2 This Amendment shall be construed in accordance with and governed by the law of the State of Wisconsin.

3

4.3 Except as expressly amended hereby, the Borrower agrees that (a) the Credit Agreement and all other LoanDocuments are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with theirterms, (b) the terms of this Amendment do not constitute a novation and (c) it has no set off, counterclaim, defense or otherclaim or dispute with respect to any of the foregoing. The amendment contained herein shall not be construed as a waiver oramendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except asexpressly set forth herein. The Borrower hereby reaffirms, as of the date hereof, its guarantee of the Secured Obligationsunder the Loan Documents and its grant of Liens on the Collateral to secure the Secured Obligations pursuant to the LoanDocuments to which it is a party with the same priority as originally granted.

4.4 The Borrower acknowledges and agrees that the Administrative Agent and the Lenders have fully performedall of their obligations under all Loan Documents or otherwise with respect to the Borrower and its Subsidiaries, all actionstaken by the Administrative Agent and the Lenders are reasonable and appropriate under the circumstances and within theirrights under the Loan Documents and they are not aware of any existing claims or causes of action against theAdministrative Agent or any Lender, any Subsidiary or Affiliate thereof or any of their successors or assigns, in each case inrespect of the Loan Documents and any transactions in connection therewith, and waives any such claims or causes of actionexisting as of the date hereof.

4.5 Section headings in this Amendment are included herein for convenience of reference only and shall notconstitute a part of this Amendment for any other purpose. This Amendment is a Loan Document.

4.6 This Amendment may be executed in counterparts (and by different parties hereto on different counterparts),each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

4.7 Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or anyother electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of amanually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words oflike import in or relating to any document to be signed in connection with this Amendment and the transactionscontemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronicform, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physicaldelivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for inany applicable law, including the Federal Electronic Signatures in Global and National Commerce Act or any other similarstate laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the AdministrativeAgent to accept electronic signatures in any form or format without its prior written consent.

Signature page to Second Amendment to Credit Agreement – The Marcus Corporation

IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed anddelivered as of the day and year first above written.

THE MARCUS CORPORATION

By: /s/ Douglas A. NeisName: Douglas A. NeisTitle: Chief Financial Officer

Signature page to Second Amendment to Credit Agreement – The Marcus Corporation

JPMORGAN CHASE BANK, individually and asAdministrative Agent

By: /s/ Sally WeilandName: Sally WeilandTitle: Authorized Officer

Signature page to Second Amendment to Credit Agreement – The Marcus Corporation

U.S. BANK NATIONAL ASSOCIATION, individually andas Syndication Agent

By: /s/ Monica A. StarihaName: Monica A. StarihaTitle: Vice President

Signature Page to Second Amendment to Marcus Corporation Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as a Co-Documentation Agent

By: /s/ Jeanne ZeskeName: Jeanne ZeskeTitle: Senior Vice President – Relationship Manager

Signature Page to Second Amendment to Marcus Corporation Credit Agreement

BANK OF AMERICA, N.A.,individually and as a Co-Documentation Agent

By: /s/ Kathryn HerreraName: Kathryn HerreraTitle: Assistant Vice President

Signature Page to Second Amendment to Marcus Corporation Credit Agreement

FIFTH THIRD BANK, NATIONAL ASSOCIATION

By: /s/ Kurt MarsanName: Kurt MarsanTitle: Vice President

Signature Page to Second Amendment to Marcus Corporation Credit Agreement

BMO HARRIS BANK, N.A.

By: /s/ Nick IrvingName: Nick IrvingTitle: Vice President

Signature Page to Second Amendment to Marcus Corporation Credit Agreement

ASSOCIATED BANK, N.A.

By: /s/ Dan HolzhauerName: Dan HolzhauerTitle: Senior Vice President

EXHIBIT A TO SECOND AMENDMENT

CREDIT AGREEMENT

dated as of

January 9, 2020

among

THE MARCUS CORPORATION,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A. as Administrative Agent

U.S. BANK NATIONAL ASSOCIATION

as Syndication Agent

WELLS FARGO BANK, NATIONAL ASSOCIATIONand

BANK OF AMERICA, N.A.,

as Co-Documentation Agents

___________________________________________________

JPMORGAN CHASE BANK, N.A.,

as Lead Left Bookrunner

JPMORGAN CHASE BANK, N.A.,and

U.S. BANK NATIONAL ASSOCIATION

as Joint Lead Arrangers/Bookrunners

i

TABLE OF CONTENTS

Page

ARTICLE I Definitions 1SECTION 1.01. Defined Terms. 1SECTION 1.02. Classification of Loans and Borrowings 31SECTION 1.03. Terms Generally 31SECTION 1.04. Accounting Terms; GAAP; ProForma Calculations 31SECTION 1.05. Status of Obligations. 32SECTION 1.06. Interest Rates; LIBOR Notification. 32

ARTICLE II The Credits 33SECTION 2.01. Commitments 33SECTION 2.02. Loans and Borrowings 33SECTION 2.03. Requests for Borrowings 34SECTION 2.04. Expansion Option 34SECTION 2.05. Swingline Loans 36SECTION 2.06. Letters of Credit 36SECTION 2.07. Funding of Borrowings 40SECTION 2.08. Interest Elections 41SECTION 2.09. Termination and Reduction of Commitments 42SECTION 2.10. Repayment of Loans; Evidence of Debt 43SECTION 2.11. Prepayment of Loans 44SECTION 2.12. Fees. 44SECTION 2.13. Interest. 45SECTION 2.14. Alternate Rate of Interest. 46SECTION 2.15. Increased Costs. 47SECTION 2.16. Break Funding Payments. 48SECTION 2.17. Taxes. 49SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. 52SECTION 2.19. Mitigation Obligations; Replacement of Lenders. 53SECTION 2.20. Defaulting Lenders. 54SECTION 2.21. Banking Services and Swap Agreements. 54SECTION 2.22. Returned Payments. 54

ARTICLE III Representations and Warranties 56SECTION 3.01. Organization; Powers. 56SECTION 3.02. Authorization; Enforceability. 56SECTION 3.03. Governmental Approvals; No Conflicts. 57SECTION 3.04. Financial Condition; No Material Adverse Change. 57SECTION 3.05. Properties. 57SECTION 3.06. Litigation and Environmental Matters. 58SECTION 3.07. Compliance with Laws and Agreements. 58SECTION 3.08. Investment Company Status. 58SECTION 3.09. Taxes. 58SECTION 3.10. ERISA. 58SECTION 3.11. Disclosure. 59SECTION 3.12. Anti-Corruption Laws and Sanctions 59SECTION 3.13. EEA Financial Institutions 59SECTION 3.14. Employment Matters 59SECTION 3.15. Margin Regulations 59SECTION 3.16. Plan Assets; Prohibited Transactions 59SECTION 3.17. Security Interest in Collateral 60

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ARTICLE IV Conditions 60SECTION 4.01. Effective Date. 60SECTION 4.02. First Amendment Effective Date. 61SECTION 4.03. Each Credit Event. 62

ARTICLE V Affirmative Covenants 63SECTION 5.01. Financial Statements and Other Information. 63SECTION 5.02. Notices of Material Events. 64SECTION 5.03. Existence; Conduct of Business. 64SECTION 5.04. Payment of Obligations; SBA PPP Loans. 65SECTION 5.05. Maintenance of Properties; Insurance. 65SECTION 5.06. Books and Records; Inspection Rights. 65SECTION 5.07. Compliance with Laws. 65SECTION 5.08. Use of Proceeds and Letters of Credit. 65SECTION 5.09. Accuracy Of Information. 66SECTION 5.10. Guarantees 66SECTION 5.11. Designation of Subsidiaries 66SECTION 5.12. Additional Covenants 67SECTION 5.13. Collateral Release Date 67SECTION 5.14. Additional Collateral; Further Assurances 67SECTION 5.15. Casualty and Condemnation 68SECTION 5.16. Depository Bank 68SECTION 5.17. Post-Closing Obligations 68

ARTICLE VI Negative Covenants 69SECTION 6.01. Priority Debt 69SECTION 6.02. Liens 70SECTION 6.03. Fundamental Changes; Sale of Assets 71SECTION 6.04. Investments, Loans, Advances 71SECTION 6.05. Swap Agreements 72SECTION 6.06. Restricted Payments 72SECTION 6.07. Transactions with Affiliates 72SECTION 6.08. Restrictive Agreements 72SECTION 6.09. Financial Covenants 73SECTION 6.10. Amendments of Organization Documents 73SECTION 6.11. Accounting Changes 74SECTION 6.12. Prepayments, Etc. of Subordinated Indebtedness and Senior Notes 74

ARTICLE VII Events of Default 74ARTICLE VIII The Administrative Agent 76ARTICLE IX Miscellaneous 85

SECTION 9.01. Notices 85SECTION 9.02. Waivers; Amendments 87SECTION 9.03. Expenses; Indemnity; Damage Waiver 89SECTION 9.04. Successors and Assigns 91SECTION 9.05. Survival 94SECTION 9.06. Counterparts; Integration; Effectiveness 94SECTION 9.07. Severability 95SECTION 9.08. Right of Setoff 95SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process 95SECTION 9.10. WAIVER OF JURY TRIAL 95SECTION 9.11. Headings 96SECTION 9.12. Confidentiality 96SECTION 9.13. Interest Rate Limitation 97

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SECTION 9.14. USA PATRIOT Act 97SECTION 9.15. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 97SECTION 9.16. Acknowledgement Regarding Any Supported QFCs 98SECTION 9.17. No Fiduciary Duty, etc 98SECTION 9.18. Appointment for Perfection 99SECTION 9.19. Intercreditor Agreement 109

SCHEDULES:

Schedule 1.01(a) – Senior NotesSchedule 1.01(b) – Excluded Real PropertySchedule 2.01 – CommitmentsSchedule 2.06 – Existing Letter of CreditSchedule 3.05 – SubsidiariesSchedule 3.06 – Disclosed MattersSchedule 6.02 – Existing LiensSchedule 6.04 – Existing InvestmentsSchedule 6.08 – Existing Restrictions

EXHIBITS:

Exhibit A -- Form of Assignment and AssumptionExhibit B-1 -- U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)Exhibit B-2 -- U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)Exhibit B-3 -- U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax

Purposes)Exhibit B-4 -- U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)

CREDIT AGREEMENT dated as of January 9, 2020, among THE MARCUS CORPORATION, theLENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, U.S. BANK NATIONALASSOCIATION, as Syndication Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OFAMERICA, N.A., as Co-Documentation Agents.

The parties hereto agree as follows:

ARTICLE IDEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meaningsspecified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprisingsuch Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"Acquisition" means any transaction, or any series of related transactions, consummated on or after the date of thisAgreement, by which the Borrower or any of its Subsidiaries (i) acquires any going business, any business unit or all orsubstantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether throughpurchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or as the most recenttransaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate perannum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multipliedby (b) the Statutory Reserve Rate.

"Administrative Agent" means JPMCB in its capacity as administrative agent for the Lenders hereunder.

"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the AdministrativeAgent.

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

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or moreintermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agency Site” means the Electronic System established by the Administrative Agent to administer this Agreement.

“Agent Party” has the meaning assigned to it in Section 9.01(d).

"Alternate Base Rate" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect onsuch day, (b) the NYFRB Rate in effect on such day plus ½ of 1%, and (c) the Adjusted LIBO Rate for a one-month InterestPeriod on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that,for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if theLIBO Screen Rate is

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not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on suchday. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rateshall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the AdjustedLIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (forthe avoidance of doubt, only until any amendment has become effective pursuant to Section 2.14(c)), then the Alternate BaseRate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For theavoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rateshall be deemed to be 1.00% for purposes of this Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or anyof its Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering.

“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure orSwingline Loans, the percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and thedenominator of which is the aggregate Revolving Commitments of all Revolving Lenders (if the Revolving Commitmentshave terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments mostrecently in effect, giving effect to any assignments); provided that in the case of Section 2.20 when a Defaulting Lendershall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation, and (b) withrespect to the Term Loans, if any, a percentage equal to a fraction the numerator of which is such Lender’s outstandingprincipal amount of the Term Loans and the denominator of which is the aggregate outstanding principal amount of the TermLoans of all Term Lenders; provided that in the case of Section 2.20 when a Defaulting Lender shall exist, any suchDefaulting Lender’s Term Loan Commitment shall be disregarded in the calculation.

"Applicable Rate" means, for any day, with respect to any Eurodollar Loan or ABR Loan or with respect to thefacility fees under Section 2.12(a) or the fees on Letters of Credit payable under Section 2.12(b)(i), as the case may be, theapplicable rate per annum set forth below under the caption "Eurodollar Spread", "ABR Spread", "Facility Fee Rate" or"Letter of Credit Fee", as the case may be, based upon the Consolidated Debt to Capitalization Ratio as of the most recentdetermination date:

Level Consolidated Debt toCapitalization Ratio

Facility FeeRate

EurodollarSpread forRevolvingLoans and

Letter of CreditFee

ABR Spread forRevolving Loans

I CDCR < 0.25:1.0 0.125% 0.875% 0.0%

II CDCR ≥ 0.25:1.0 and < 0.35:1.0

0.150% 0.975% 0.0%

III CDCR ≥ 0.35:1.0 and < 0.40:1.0

0.175% 1.075% 0.075%

IV CDCR ≥ 0.40:1.0 and < 0.45:1.0

0.200% 1.175% 0.175%

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V CDCR ≥ 0.45:1.0and < 0.50:1.0

0.225% 1.275% 0.275%

VI CDCR ≥ 0.50:1.0 0.250% 1.375% 0.375%

The Applicable Rate shall be determined in accordance with the foregoing table based on the Consolidated Debt toCapitalization Ratio as determined in the then most recent quarterly financial statements for the first three Fiscal Quarters ofeach Fiscal Year and the audited year-end financial statements for the last Fiscal Quarter of each Fiscal Year. Adjustments, ifany, to the Applicable Rate shall be effective the fifth Business Day after the date that the applicable financials under Section5.01(a) or (b) and certificate under Section 5.01(c) are due. If the Borrower fails to deliver the financials to theAdministrative Agent at the time required hereunder or any other Event of Default exists, then the Applicable Rate shall beset at Level VI until such financials are so delivered.

Notwithstanding anything to the contrary in this Agreement, the Applicable Rate for (i) the Facility Fee Rate shallbe 0.400%, (ii) the Eurodollar Spread for Revolving Loans and Letter of Credit Fees shall be 2.100% as of the FirstAmendment Effective Date until the Second Amendment Effective Date, and 2.35% on and after the Second AmendmentEffective Date, and (iii) the ABR Spread for Revolving Loan will set at 1.100%, in each case as of the First AmendmentEffective Date until the Second Amendment Effective Date, and 1.35% on and after the Second Amendment Effective Date,and will not be adjusted until the end of the first fiscal quarter ending after the end of the Specified Period (and then basedon Consolidated Debt to Capitalization Ratio as determined for the end of such first Fiscal Quarter ending after the end ofthe Specified Period).

Notwithstanding anything to the contrary in this Agreement, the Applicable Rate for (i) the Eurodollar Spread forTerm A Loans shall be 2.500% until the Second Amendment Effective Date, and 2.75% on and after the Second AmendmentEffective Date, and (ii) the ABR Spread for Term A Loans shall be 1.500%, in each case at all times until the SecondAmendment Effective Date, and 1.75% on and after the Second Amendment Effective Date.

Notwithstanding the foregoing, in the event that any financial statement or compliance certificate delivered pursuantto Sections 5.01(a), (b) and (c) is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the applicationof (i) a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such ApplicablePeriod, then (a) the Borrower shall immediately deliver to the Administrative Agent a corrected compliance certificate forsuch Applicable Period, (y) the Applicable Rate for such Applicable Period shall be determined as if the Consolidated Debtto Capitalization Ratio in the corrected compliance certificate were applicable for such Applicable Period, and (z) theBorrower shall immediately and retroactively be obligated to pay to the Administrative Agent the accrued additional interestand fees owing as a result of such increased Applicable Rate for such Applicable Period, or (ii) a lower Applicable Rate forthe Applicable Period than the Applicable Rate applied for such Applicable Period, then (x) the Borrower shall immediatelydeliver to the Administrative Agent a corrected compliance certificate for such Applicable Period and (y) the ApplicableRate shall be adjusted in accordance with such corrected compliance certificate on the date that the Administrative Agentreceives such corrected compliance certificate notwithstanding that such date is not otherwise a date on which theApplicable Rate is to be calculated, and such adjusted Applicable Rate shall remain in effect until otherwise required to bemodified hereunder. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect totheir rights under this Agreement. The Borrower’s obligations under this paragraph shall survive the termination of theCommitments and the repayment of all Obligations.

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“Approved Electronic Platform” has the meaning assigned to it in Section 8.03(a).

"Approved Fund" has the meaning assigned to such term in Section 9.04(b).

“Arranger” shall mean each of JPMorgan Chase Bank, N.A., in its capacity as lead left bookrunner and as a jointbookrunner and joint lead arranger hereunder and U.S. Bank National Association in its capacity as a joint bookrunner andjoint lead arranger hereunder.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an assignee (withthe consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the formof Exhibit A or any other form approved by the Administrative Agent.

“Augmenting Lender” has the meaning assigned to such term in Section 2.04(a).

"Availability Period" means the period from and including the Effective Date to but excluding the earlier of theRevolving Credit Maturity Date and the date of termination of the Commitments.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA ResolutionAuthority in respect of any liability of an EEAAffected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule orrequirement 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 totime) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failingbanks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration orother insolvency proceedings).

“Banking Services” means each and any of the following bank services provided to any Loan Party or any of theirSubsidiaries by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation,“commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services, and (d) treasurymanagement services (including, without limitation, controlled disbursement, automated clearinghouse transactions, returnitems, any direct debit scheme or arrangement, overdrafts and interstate depository network services and cash poolingservices).

“Banking Services Obligations” means any and all obligations of the Loan Parties or any of their Subsidiaries,whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including allrenewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect,or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary orinvoluntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian,assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointedfor it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating itsconsent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in suchproceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any

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ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority orinstrumentality thereof, unless such ownership interest results in or provides such Person with immunity from thejurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets orpermits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm anycontracts or agreements made by such Person.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may be a SOFR-BasedRate) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection orrecommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Bodyand/or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the LIBORate for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that,if the Benchmark Replacement as so determined would be less than zero1.0%, the Benchmark Replacement will be deemedto be zero1.0% for the purposes of this Agreement; provided further that any such Benchmark Replacement shall beadministratively feasible as determined by the Administrative Agent in its sole discretion.

“Benchmark Replacement Adjustment” means the spread adjustment, or method for calculating or determiningsuch spread adjustment, (which may be a positive or negative value or zero) that has been selected by the AdministrativeAgent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or methodfor calculating or determining such spread adjustment, for the replacement of the LIBO Rate with the applicable UnadjustedBenchmark Replacement by the Relevant Governmental Body and/or (ii) any evolving or then-prevailing market conventionfor determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacementof the LIBO Rate with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated creditfacilities at such time (for the avoidance of doubt, such Benchmark Replacement Adjustment shall not be in the form of areduction to the Applicable Rate).

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, anytechnical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definitionof “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrativematters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption andimplementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in amanner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion ofsuch market practice is not administratively feasible or if the Administrative Agent determines that no market practice forthe administration of the Benchmark Replacement exists, in such other manner of administration as the AdministrativeAgent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the LIBO Rate:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of thepublic statement or publication of information referenced therein and (b) the date on which the administrator of the LIBOScreen Rate permanently or indefinitely ceases to provide the LIBO Screen Rate; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement orpublication of information referenced therein.

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“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to theLIBO Rate:

(1) a public statement or publication of information by or on behalf of the administrator of the LIBO Screen Rateannouncing that such administrator has ceased or will cease to provide the LIBO Screen Rate, permanently or indefinitely,provided that, at the time of such statement or publication, there is no successor administrator that will continue to providethe LIBO Screen Rate;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOScreen Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the LIBOScreen Rate, a resolution authority with jurisdiction over the administrator for the LIBO Screen Rate or a court or an entitywith similar insolvency or resolution authority over the administrator for the LIBO Screen Rate, in each case which statesthat the administrator of the LIBO Screen Rate has ceased or will cease to provide the LIBO Screen Rate permanently orindefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continueto provide the LIBO Screen Rate; and/or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the LIBOScreen Rate announcing that the LIBO Screen Rate is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) theapplicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication ofinformation of a prospective event, the 90th day prior to the expected date of such event as of such public statement orpublication of information (or if the expected date of such prospective event is fewer than 90 days after such statement orpublication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified bythe Administrative Agent or the Required Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in thecase of such notice by the Required Lenders) and the Lenders.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related BenchmarkReplacement Date have occurred with respect to the LIBO Rate and solely to the extent that the LIBO Rate has not beenreplaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date hasoccurred if, at such time, no Benchmark Replacement has replaced the LIBO Rate for all purposes hereunder in accordancewith Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced the LIBO Rate for all purposeshereunder pursuant to Section 2.14.

"Beneficial Owner" means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federalincome tax purposes, to whom such Tax relates.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required bythe Beneficial Ownership Regulation.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject toTitle I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) anyPerson whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA orSection 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordancewith, 12 U.S.C. 1841(k)) of such party.

“Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors ofsuch Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of anypartnership, the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalentof the foregoing.

"Borrower" means The Marcus Corporation, a Wisconsin corporation.

"Borrowing" means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, inthe case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Term Loan made on the same date and, inthe case of Eurodollar Loans, as to which a single Interest Period is in effect or (c) a Swingline Loan.

"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.03.

"Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New YorkCity, Chicago or Milwaukee are authorized or required by law to remain closed; provided that, when used in connection witha Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollardeposits in the London interbank market.

“Capital Expenditures” means, without duplication, any cash expenditure for any purchase or other acquisition ofany asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and itsRestricted Subsidiaries prepared in accordance with GAAP.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, and applicable rules and regulations.

“CARES Payroll Costs” means “payroll costs” as defined in 15 U.S.C. 636(a)(36)(A)(viii) (as added to the SmallBusiness Act by Section 1102 of the CARES Act).

“CARES Allowable Uses” means “allowable uses” of proceeds of an SBA PPP Loan as described in Section 1102of the CARES Act.

"Change of Control" means any event, or combination of events, the result of which is that Stephen H. Marcus,Diane Marcus Gershowitz and their respective heirs, together with trusts controlled by any such Persons, collectively, nolonger beneficially own (within the meaning of Rule 13d-3 of the SEC under the Exchange Act) 51% or more of the votingrights with respect to outstanding Equity Interests of the Borrower.

“Change in Law” means the occurrence after the date of this Agreement of (a) the adoption of or taking effect ofany law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Bank (or,for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holdingcompany, if any) with any request, guideline or directive (whether or not having the force of law) of any GovernmentalAuthority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directivesthereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules,

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guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on BankingSupervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each casepursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issuedor implemented.

"Charges" has the meaning assigned to such term in Section 9.13.

"Class", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprisingsuch Borrowing, are Revolving Loans, a Term A Loan, or Swingline Loans.

“Co-Documentation Agents” means Wells Fargo Bank, National Association and Bank of America, N.A., as co-documentation agents for the credit facilities evidenced by this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

“Collateral” means any and all property owned, leased or operated by a Person covered by the CollateralDocuments and any and all other property of the Loan Parties, now existing or hereafter acquired, that may at any time be,become or be intended to be, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itselfand the Lenders and other Secured Parties, to secure the Obligations.

“Collateral Agent” has the meaning set forth in the Intercreditor Agreement. As of the First Amendment EffectiveDate, the Collateral Agent is JPMCB.

“Collateral Documents” means, collectively, the Security Agreement, the Mortgages and any other agreements,instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liensto secure the Obligations, including, without limitation, all other security agreements, pledge agreements, mortgages, deedsof trust, loan agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments,contracts, fee letters, notices, leases, financing statements and all other written matter whether theretofore, now or hereafterexecuted by any Loan Party and delivered to the Administrative Agent or the Collateral Agent.

“Collateral Release Date” means the first date on which each of the following events has occurred for such date: (a)such date is at least three full Fiscal Quarters after the date on which the Term A Loans have been paid in full and theBorrower is in compliance with the financial covenants in this Agreement as in effect prior to the First Amendment EffectiveDate (and has irrevocably elected to have the financial covenants in this Agreement as in effect prior to the First AmendmentEffective Date become effective in accordance with Section 6.09(f)); (b) the Consolidated Leverage Ratio is less than3.5:1.0, as calculated for the most recently ended Fiscal Quarter prior to such date; (c) all holders of the Senior Notes shallsimultaneously release the Collateral and all subsidiary guaranties; and (d) no Default or Event of Default shall exist on suchdate.

“Commitment” means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and TermLoan Commitment. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignmentand Assumption or other documentation contemplated hereby pursuant to which such Lender shall have assumed itsCommitment, as applicable.

“Communications” has the meaning assigned to it in Section 9.01(d).

“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with therate, or methodology for this rate, and conventions for this rate (which may

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include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amountpayable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with:

(1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the RelevantGovernmental Body for determining compounded SOFR; provided that:

(2) if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined inaccordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate thatthe Administrative Agent determines in its reasonable discretion are substantially consistent with any evolvingor then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominatedsyndicated credit facilities at such time;

provided, further, that if the Administrative Agent decides that any such rate, methodology or conventiondetermined in accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, thenCompounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement.”

"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income(however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Adjusted Cash Flow” means, for any period, the Consolidated Net Income for such period plus, tothe extent deducted in determining such Consolidated Net Income, (a) depreciation and amortization for such period, (b) allcurrent and deferred taxes on income, provision for taxes on income, provision for taxes on unremitted foreign earningswhich are included in consolidated gross revenues and current additions to reserves for taxes, and (c) Consolidated Interestand Rental Expense, together with those items excluded from the definition of Consolidated Interest and Rental Expensepursuant to the proviso in such definition.

"Consolidated Adjusted Net Worth" means, as of any date of determination thereof, the Consolidated Net Worthless the total amount of all Restricted Investments in excess of 20% of Consolidated Net Worth, each as of such date ofdetermination.

“Consolidated Debt” means, as of any date of determination thereof, the Indebtedness of the Borrower and itsRestricted Subsidiaries determined on a consolidated basis as of such date of determination; provided that the amountincluded in Consolidated Debt that pertains to all obligations under the Master Licensing Agreement, to the extentconsidered a Finance Lease under GAAP, shall be equal to (a) one twelfth of any shortfall amount required to be paid underthe Master Licensing Agreement for the most recently ended four consecutive Fiscal Quarters times (b) the number ofmonths remaining in the term of the Master Licensing Agreement as of the most recently ended Fiscal Quarter.

"Consolidated Debt to Capitalization Ratio" or “CDCR” means, as of any date of determination, the ratio of (a)Consolidated Debt to (b) Consolidated Total Capitalization, in each case as of such date.

“Consolidated EBITDA” means, for any period, consolidated operating income for the Borrower and its RestrictedSubsidiaries for such period plus (a) without duplication and to the extent deducted in determining such consolidatedoperating income for such period, the sum of (i) all amounts attributable to depreciation and amortization expense for suchperiod, (ii) any non-cash share based compensation for such period, (iii) any extraordinaryunusual and/or infrequentlyoccurring non-cash fees, costs, expenses,

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charges, losses or similar items for such period, (iv) any other non-cash fees, costs, expenses, charges, losses or similar itemsfor such period (but excluding any non-cash charge in respect of an item that was included in consolidated operating incomefor the Borrower and its Restricted Subsidiaries in a prior period and any non-cash charge that relates to the write-down orwrite-off of inventory, and any charge that is an amortization of a cash item that was paid in a prior period shall not beconsidered a non-cash charge), and (v) anyfees, costs, expenses, charges and losses incurred during such period inconnection with any issuance, incurrence, conversion, exchange, redemption, repurchase, repayment, refinancing, settlementor satisfaction of any Indebtedness, equity or Permitted Convertible Indebtedness Call Transaction (whether or notsuccessful), (vi) any proceeds from business interruption insurance received during such period, to the extent the associatedlosses arising out of the event that resulted in the payment of such business interruption insurance proceeds were taken intoaccount in computing consolidated operating income for the Borrower and its Restricted Subsidiaries, and (vii) any otherunusual and/or infrequently non-reccurring fees, cash charges and other cash expenses for such period in an amount not toexceed $10,000,000 during any four consecutive Fiscal Quarter period, minus (b) without duplication and to the extentincluded in consolidated operating income for the Borrower and its Restricted Subsidiaries, (i) any cash payments madeduring such period in respect of non-cash charges described in clauses (a)(ii)-(iv) above and taken in a prior period and (ii)any extraordinary gains and any non-cash items of income for such period (provided that any income recognized in anyperiod for cash received in a prior period (and not recognized in such prior period) shall not be considered non-cash underthis clause (ii)), all calculated for the Borrower and its Restricted Subsidiaries in accordance with GAAP on a consolidatedbasis consistently applied and determined in a manner consistent with the Borrower’s most recently publically filed financialstatements.

“Consolidated Fixed Charge Coverage Ratio” means, as of the date of any determination thereof, the ratio of (a)Consolidated Adjusted Cash Flow to (b) Consolidated Interest and Rental Expense to the extent paid or payable in cash.

“Consolidated Interest and Rental Expense” means, for any period, all amounts recorded and deducted incomputing Consolidated Net Income for such period in respect of interest charges and expense and rental charges for suchperiod (whether paid or accrued, or a cash or non-cash expense, and in the case of rental payments, including the full amountof those payments made under operating leases or synthetic leases, but only the imputed interest under Finance Leases). inaccordance with GAAP; provided, Consolidated Interest and Rental Expense shall exclude all imputed interest discounts,yield, fees, charges and expense related to any Convertible Securities and/or any Permitted Convertible Indebtedness CallTransaction.

“Consolidated Leverage Ratio” or “CLR” means, as of the date of any determination thereof, the ratio of (a)Consolidated Debt on such date to (b) Consolidated EBITDA for the period of four consecutive Fiscal Quarters ending on ormost recently prior to such date.

“Consolidated Liquidity” means, as of the end of any Fiscal Quarter, the sum of (x) Unrestricted Cash On Hand asof the last day of such Fiscal Quarter plus (y) the difference between the Revolving Commitment and the average dailyRevolving Credit Exposure for such Fiscal Quarter, provided that the amount calculated under this clause (y) for the secondFiscal Quarter of 2020 shall be determined on a pro forma basis assuming the Term A Loans funded on the First AmendmentEffective Date were funded on the first day of such Fiscal Quarter.

“Consolidated Net Income” means, for any period, the consolidated gross revenues of the Borrower and itsRestricted Subsidiaries, less all operating and non-operating expenses of the Borrower and its Restricted Subsidiaries,including all charges of a proper character (including current and deferred taxes on income, provision for taxes on income,provisions for taxes on unremitted foreign earnings which

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are included in consolidated gross revenues, and current additions to reserves), all determined in accordance with GAAPconsistently applied, but not including in the computation thereof the amounts (including related expenses and any tax effectrelated thereto) resulting from (i) any gains or losses resulting from the sale, conversion or other disposition of capital assets(i.e., assets other than current assets), (ii) any gains or losses resulting from the reevaluation of assets, (iii) any gains orlosses resulting from an acquisition by the Borrower or any of its Restricted Subsidiaries at a discount of any debt of theBorrower or any of its Restricted Subsidiaries, (iv) any equity of the Borrower or any of its Restricted Subsidiaries in theunremitted earnings of any Person which is not a Restricted Subsidiary, (v) any earnings of any Person acquired by theBorrower or any of its Restricted Subsidiaries through purchase, merger or consolidation or otherwise for any time prior tothe date of acquisition, (vi) any deferred credit representing the excess of equity in any Restricted Subsidiary of theBorrower at the date of acquisition over the cost of the investment in such Restricted Subsidiary, (vii) any restoration toincome of any reserve, except to the extent that provision for such reserve was made out of income accrued during suchperiod, (viii) any net gain from the collection of life insurance policies, or (ix) any gain resulting from investments or anyother nonrecurring item.

"Consolidated Net Worth" means, as of any date of determination thereof, the shareholders’ equity of the Borrowerand its Restricted Subsidiaries, calculated in accordance with GAAP on a consolidated basis consistently applied.

“Consolidated Total Capitalization” means, as of the date of any determination thereof, the sum of (i) ConsolidatedDebt, plus (ii) Consolidated Adjusted Net Worth.

“Contingent Obligation” means any agreement, undertaking or arrangement by which any Person guarantees,endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, toprovide funds for payment, to supply funds to, or otherwise to invest in (including, without limitation, Deferred EquityContribution Obligations), a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any otherliability of any other Person or guarantees the payment of dividends or other distributions upon the shares of any otherPerson; excluding (i) endorsements of instruments in the course of collection, (ii) so long as no claim or payment has beenmade thereon, guarantees that are effective solely upon the occurrence of specified “bad boy” events that have not yetoccurred in circumstances in which the occurrence of such events is within the control of such Person or a Person controlledby such Person (e.g., provisions commonly known as “bad boy” acts of such Person or a Person controlled by such Person,including fraud, gross negligence, willful misconduct, and unlawful acts and such other customary “bad boy” acts as arereasonably acceptable to the Administrative Agent), and (iii) so long as no claim or payment has been made thereon,guarantees by the Borrower of the payment of franchise fees (but not of any Indebtedness) by its Subsidiaries consistent withpast practices and in the ordinary course of business. The amount of any Person’s obligation under any ContingentObligation shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximumprincipal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) havingapproximately the same length (disregarding business day adjustment) as the applicable tenor for the applicable InterestPeriod with respect to the LIBO Rate.

“Covered Entity” means any of the following:

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(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.§ 382.2(b).

“Covered Party” has the meaning assigned to it in Section 9.16.

“Convertible Securities” means (a) the Specified Convertible Senior Notes and (b) any other unsecuredIndebtedness of the Borrower that is or will become, upon the occurrence of certain specified events or after the passage of aspecified amount of time, (i) convertible into, or exchangeable for, Qualified Equity Interests of the Borrower (and cash inlieu of fractional shares), call options, warrants, rights or obligations to purchase (or substantially equivalent derivativetransactions) that are exercisable for Qualified Equity Interests of the Borrower and/or cash (in an amount determined byreference to the price of such Equity Interests) and/or (ii) sold as units with call options, warrants, rights or obligations topurchase (or substantially equivalent derivative transactions) that are exercisable for Qualified Equity Interests of theBorrower and/or cash (in an amount determined by reference to the price of such Equity Interests).

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Credit Exposure atsuch time, plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

"Credit Party" means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

"Default" means any event or condition which constitutes an Event of Default or which upon notice, lapse of time orboth would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to befunded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or SwinglineLoans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause(i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faithdetermination that a condition precedent to funding (specifically identified and including the particular default, if any) hasnot been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect,that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing orpublic statement indicates that such position is based on such Lender’s good faith determination that a condition precedent(specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot besatisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three BusinessDays after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer ofsuch Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospectiveLoans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided thatsuch Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of suchcertification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) aBankruptcy Event or (B) a Bail-In Action.

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“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable.

“Deferred Equity Contribution Obligations” means obligations of the Borrower or its Restricted Subsidiaries tomake equity contributions to Subsidiaries engaged in businesses of the type conducted by the Borrower and its RestrictedSubsidiaries on the date of execution of this Agreement and businesses reasonably related thereto, provided that no Defaultexists at the time such obligation is incurred and the incurrence of any such obligation does not cause a Default.

"Disclosed Matters" means the actions, suits and proceedings and the environmental matters disclosed in Schedule3.06.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale andleaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing),including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable orany rights and claims associated therewith, but excluding, for the avoidance of doubt, any issuance or conversion ofConvertible Securities and the consummation of any Permitted Convertible Indebtedness Call Transaction.

"Disqualified Equity Interests" means any Equity Interest that, by its terms (or by the terms of any security intowhich it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorilyredeemable (other than solely for Qualified Equity Interests, cash in lieu of fractional shares of such Qualified EquityInterests, and call options, warrants, rights or obligations to purchase (or substantially equivalent derivative transactions) thatare exercisable for Qualified Equity Interests and/or cash), pursuant to a sinking fund obligation or otherwise (except as aresult of a change in control or asset sale so long as any rights of the holders thereof upon the occurrence of a change incontrol or asset sale event shall be subject to the prior occurrence of the Revolving Credit Maturity Date and the Term AMaturity Date), or redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests, cash inlieu of fractional shares of such Qualified Equity Interests, and call options, warrants, rights or obligations to purchase ((orsubstantially equivalent derivative transactions) that are exercisable for Qualified Equity Interests and/or cash), in whole orin part. Notwithstanding the foregoing, (i) any Equity Interests issued to any employee or to any plan for the benefit ofemployees of the Borrower and/or its Subsidiaries or by any such plan to such employees shall not constitute DisqualifiedEquity Interests solely because they may be required to be repurchased by the Borrower in order to satisfy applicablestatutory or regulatory obligations or as a result of such employee’s termination, death or disability and (ii) any class ofEquity Interests of such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery ofEquity Interests that are not Disqualified Equity Interests shall not be deemed to be Disqualified Equity Interests.

"dollars" or "$" refers to lawful money of the United States of America.

“Early Opt-in Election” means the occurrence of:

(1) (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to theAdministrative Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained inSection 2.14 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replacethe LIBO Rate, and

(2) (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that anEarly Opt-in Election has occurred and the provision, as applicable, by the Administrative

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Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders of written notice ofsuch election to the Administrative Agent.

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

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, andNorway.

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

"Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived inaccordance with Section 9.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract orother record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain,Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by theAdministrative Agent or any Issuing Bank and any of its respective Related Parties or any other Person, providing for accessto data protected by passcodes or other security system.

"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments,injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating inany way to the environment, preservation or reclamation of natural resources, the management, release or threatened releaseof any Hazardous Material or to health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs ofenvironmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resultingfrom or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatenedrelease of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangementpursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Equity Interests" means shares of capital stock, partnership interests, membership interests in a limited liabilitycompany, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or otherrights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and therules and regulations promulgated thereunder.

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“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, istreated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes ofSection 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issuedthereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure to satisfythe “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;(c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of theminimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates ofany liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or anyERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plansor to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of anyliability with respect to the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan orMultiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by anyMultiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition upon the Borroweror any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be,insolvent or in reorganization, within the meaning of Title IV of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan MarketAssociation (or any successor Person), as in effect from time to time.

"Eurodollar", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

"Event of Default" has the meaning assigned to such term in Article VII.

“Exchange Act” means the Securities and Exchange Act of 1934, and regulations promulgated thereunder.

“Excluded Real Property” means (a) the real property described on Schedule 1.01(b) and (b) any other owned realproperty of the Borrower and its Restricted Subsidiaries that is not a hotel or theater and if the fair market value thereof (asreasonably determined by the Borrower and approved by the Administrative Agent) does not exceed $5,000,000 or asotherwise agreed to by the Administrative Agent.

“Excluded Subsidiaries” means (a) Pfister LLC and (b) with the consent of the Administrative Agent, Subsidiariesthat are not Wholly Owned Subsidiaries of the Borrower.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that,all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, suchSwap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulationor order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) byvirtue of such Guarantor’s failure for any reason to constitute an ECP at the time the guarantee of such Guarantor or thegrant of such security interest becomes or would become effective with respect to such Swap Obligation. If a SwapObligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion ofsuch Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

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"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to bewithheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (howeverdenominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient beingorganized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office locatedin, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in thecase of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender withrespect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which(i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignmentrequest by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to theextent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender's assignorimmediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to suchLender immediately before it changed its lending office, (c) Taxes attributable to such Recipient's failure to comply withSection 2.17(f), and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means the credit agreement dated as of June 16, 2016, as modified, among theBorrower, the lenders party thereto, and JPMCB, as administrative agent.

“Existing Letters of Credit” means the currently outstanding letters of credit issued for the account of the Borrowerand listed on Schedule 2.06 hereto.

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended orsuccessor version that is substantively comparable and not materially more onerous to comply with), any current or futureregulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federalfunds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its publicwebsite from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal fundsrate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed tobe zero for the purposes of this Agreement.

“Federal Reserve Bank of New York’s Website” means the website of the NYFRB at http://www.newyorkfed.org,or any successor source.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States ofAmerica.

“Finance Lease” means, as to any Person, any lease (or other arrangement conveying the right to use) which, inaccordance with GAAP consistently applied, is or should be classified and accounted for as a finance lease or otherwisecapitalized on the balance sheet of such Person, subject to Section 1.04(b).

"Finance Lease Obligations" of any Person means the obligations of such Person to pay rent or other amountsunder any Finance Lease of real or personal property, or a combination thereof, and the amount of such obligations shall bethe capitalized amount thereof determined in accordance with GAAP.

"Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of theBorrower.

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“First Amendment” means the First Amendment to Credit Agreement dated as of April 29, 2020 by and among theBorrower, the Lenders, the Administrative Agent, the Syndication Agent, and the Co-Documentation Agents.

“First Amendment Effective Date” has the meaning given to that term in the First Amendment.

"Fiscal Quarter" means each fiscal quarter of the Borrower based on three 13-week quarters and a final quarterconsisting of 13 or 14 weeks consistent with the Borrower’s current practice.

"Fiscal Year" means each fiscal year of the Borrower based on a 52 or 53-week fiscal year and ending on the lastThursday in December consistent with the Borrower’s current practice. Reference to any Fiscal Year with a reference to anyyear shall be deemed the Fiscal Year ending on the last Thursday in December of that year (i.e., the 2020 Fiscal Year shall bethe Fiscal Year ending December 31, 2020).

"Foreign Lender" means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if theBorrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in whichthe Borrower is resident for tax purposes.

"GAAP" means generally accepted accounting principles in the United States of America as in effect from time totime.

"Governmental Authority" means the government of the United States of America, any other nation or any politicalsubdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank orother entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of orpertaining to government.

“Governmental Forgivable Debt” means SBA PPP Loans and Governmental Stimulus Debt satisfying thefollowing conditions: (i) such Indebtedness is forgivable, (ii) the Borrower or its Restricted Subsidiary liable on suchIndebtedness qualifies for the forgiveness of such Indebtedness, and (iii) the Borrower or its Restricted Subsidiary liable onsuch Indebtedness complies with all terms for the forgiveness thereof.

“Governmental Stimulus Debt” means any unsecured Indebtedness (other than SBA PPP Loans) incurred by theBorrower or any of its Restricted Subsidiaries after the First Amendment Effective Date pursuant to any GovernmentalAuthority economic stimulus program offering such Indebtedness on favorable terms to the Borrower or any of its RestrictedSubsidiaries.

“Guarantor” means any Loan Party who has delivered a Loan Guaranty.

"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxicsubstances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containingmaterials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of anynature regulated pursuant to any Environmental Law.

"Impacted Interest Period" has the meaning assigned to it in the definition of “LIBO Rate.”

“Increasing Lender” has the meaning assigned to such term in Section 2.04(a).

“Incremental Credits” has the meaning assigned to such term in Section 9.02(c).

“Incremental Term Loan Amendment” has the meaning assigned to such term in Section 2.04(c).

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“Incremental Term Loan” has the meaning assigned to such term in Section 2.04(a).

“Indebtedness” of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) allobligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payablesentered into in the ordinary course of business on ordinary terms, accrued expenses in the ordinary course of business andemployee compensation and benefit obligations incurred in the ordinary course of business); (c) all non-contingentreimbursement or payment obligations with respect to Surety Instruments; (d) all obligations evidenced by notes, bonds,debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property,assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, orincurred as financing, in either case with respect to property acquired by the Person (even though the rights and remedies ofthe seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (f) allobligations with respect to Finance Leases; (g) all net obligations with respect to Swap Agreements; (h) all indebtednessreferred to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right,contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned bysuch Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; (i) allContingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (h)above; and (j) all Contingent Obligations with respect to Surety Instruments.

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment madeby or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise describedin (a) hereof, Other Taxes.

"Indemnitee" has the meaning assigned to such term in Section 9.03(b).

"Ineligible Institution" has the meaning assigned to it in Section 9.04(b).

"Information" has the meaning assigned to such term in Section 9.12.

"Information Memorandum" means the loan syndication organizational materials relating to the Borrower and theTransactions.

“Intercreditor Agreement” means the Intercreditor and Collateral Agency Agreement dated on or about the FirstAmendment Effective Date by and among the Administrative Agent, the Collateral Agent, the holders of the Senior Notesand the other parties thereto, as amended, restated or otherwise modified from time to time.

"Interest Election Request" means a request by the Borrower to convert or continue a Borrowing in accordance withSection 2.08.

"Interest Payment Date" means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day ofeach March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the Interest Periodapplicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Periodof more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of threemonths' duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that suchLoan is required to be repaid or as otherwise required by the Swingline Lender.

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"Interest Period" means with respect to any Eurodollar Borrowing, the period commencing on the date of suchBorrowing and ending either (x) one week thereafter or (y) on the numerically corresponding day in the calendar month thatis one, two, three or six months thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on aday other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the caseof a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which casesuch Interest Period shall end on the next preceding Business Day and (ii) if the Interest Period elected by the Borrower isfor a term other than one week, any Interest Period pertaining to a Eurodollar Borrowing that commences on the lastBusiness Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendarmonth of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. Forpurposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of aRevolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number ofdecimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusiveand binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) theLIBO Screen Rate for the longest period for which the LIBO Screen Rate is available that is shorter than the ImpactedInterest Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) thatexceeds the Impacted Interest Period, in each case, at such time.

“Investment” means any advance, loan, extension of credit or capital contribution to, or any investment in theEquity Interests, or debt securities or other obligations of, another Person or any Contingent Obligation incurred for thebenefit of another Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actuallyinvested, without adjustment for subsequent increases or decreases in the value of such Investment.

"IRS" means the United States Internal Revenue Service.

“Issuing Bank” means, individually and collectively, each of JPMCB, U.S. Bank and any other Revolving Lenderfrom time to time designated by the Borrower as an Issuing Bank, with the consent of such Revolving Lender and theAdministrative Agent, in each case in its capacity as an issuer of Letters of Credit hereunder and their respective successorsin such capacity as provided herein. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to beissued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters ofCredit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with therequirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than one Issuing Bank, allsingular references to the Issuing Bank means any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bankthat has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.

“Issuing Bank Sublimits” means, as of the Effective Date, (i) in the case of JPMCB, $15,000,000, (ii) in the case ofU.S. Bank, $15,000,000, and (iii) as to any other Issuing Bank, such amount as shall be agreed to in writing among theAdministrative Agent, the Borrower and such other Issuing Bank. Each Issuing Bank Sublimit may be (x) decreased at anytime by agreement between the Borrower and the Administrative Agent (and without the consent or approval of any otherparties) and (y) increased at any time by agreement between the Borrower, the Administrative Agent and the applicableIssuing Bank increasing its Issuing Bank Sublimit (and without the consent or approval of any other parties).

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“Joint Venture” means a single-purpose corporation, partnership, joint venture or other similar legal arrangement(whether created by contract or conducted through a separate legal entity) now or hereafter formed by the Borrower or anyof its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person.

“JPMCB” means JPMorgan Chase Bank, N.A., a national banking association.

"LC Disbursement" means a payment made by the Issuing Bank pursuant to a Letter of Credit.

"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters ofCredit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalfof the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LCExposure at such time.

"Lender Addition and Acknowledgement Agreement" means an agreement in form and substance satisfactory tothe Administrative Agent and the Borrower.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, asubsidiary.

"Lenders" means the Persons listed on Schedule 2.01 and any other Person that shall have become a party heretopursuant to an Assignment and Assumption or Lender Addition and Acknowledgement Agreement, other than any suchPerson that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires,the term "Lenders" includes the Swingline Lender.

"Letter of Credit" means any letter of credit issued pursuant to this Agreement.

"LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offeredrate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such ratefor U.S. Dollars) for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of theReuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on anysuccessor or substitute page on such screen that displays such rate, or on the appropriate page of such other informationservice that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; ineach case the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to thecommencement of such Interest Period; provided that if the LIBO Screen Rate shall be less than 1.0%, such rate shall bedeemed to be 1.0% for the purposes of this Agreement; provided further that if the LIBO Screen Rate shall not be availableat such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate;provided that if any Interpolated Rate shall be less than zero1.0%, such rate shall be deemed to be zero1.0% for purposes ofthis Agreement.

“LIBO Screen Rate” has the meaning assigned to it in the definition of “LIBO Rate.”

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional saleagreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect asany of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of athird party with respect to such securities.

“Loan Documents” means this Agreement, any promissory notes issued pursuant hereto, any Letter of Creditapplications, the Intercreditor Agreement, each Collateral Document, the Loan Guaranty,

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and all other agreements, instruments, documents and certificates executed and delivered to, or in favor of, theAdministrative Agent or any Lenders in connection with this Agreement or the transactions contemplated hereby. Anyreference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits orschedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to thisAgreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Guaranty” means, collectively, that certain Loan Guaranty given in connection with the First Amendmentand made by the Loan Parties in favor of the Administrative Agent, for the benefit of the Administrative Agent and the otherSecured Parties, which shall become effective on the First Amendment Effective Date, and any other guaranty agreemententered into or made, after the date of this Agreement by any other Loan Party (as required by this Agreement or any otherLoan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the samemay be amended, restated, supplemented or otherwise modified from time to time.

“Loan Parties” means the Borrower and all Restricted Subsidiaries (other than Excluded Subsidiaries).

"Loans" means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.

“Master Licensing Agreement” means the master licensing agreement entered into during the second Fiscal Quarterof the 2012 Fiscal Year by the Borrower and/or its Restricted Subsidiaries with CDF2 Holdings, LLC, a subsidiary ofCinedigm Digital Cinema Corp. (CDF2), with respect to their digital cinema projection systems, and any amendments ormodifications thereof and similar agreements (i.e., agreements under which all payments are expected to be covered throughthe payment of virtual print fees from film distributors to CDF2 or other independent third parties that are not affiliated withthe Borrower or any of its Subsidiaries) with respect to their digital cinema projection systems.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations, prospects orcondition, financial or otherwise, of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of anyLoan Party to perform any of its obligations under any Loan Document, (c) prior to the Collateral Release Date, theCollateral, or the Administrative Agent’s or Collateral Agent’s Liens (on behalf of itself and the other Secured Parties) onthe Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Lenders under any LoanDocument.

“Material Credit Facility” means, as to the Borrower and its Subsidiaries,

(a) any of the Senior Notes; and

(b) any other agreement(s) creating or evidencing indebtedness for borrowed money entered into by theBorrower or any Restricted Subsidiary, or in respect of which the Borrower or any Subsidiary is an obligor or otherwiseprovides a guarantee or other credit support (“Credit Facility”), in a principal amount outstanding or available for borrowingequal to or greater than $20,000,000 (or the equivalent of such amount in the relevant currency of payment, determined as ofthe date of the closing of such facility based on the exchange rate of such other currency); and if no Credit Facility or CreditFacilities equal or exceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

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"Material Indebtedness" means Indebtedness (other than the Loans and Letters of Credit), Contingent Obligationsor obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its RestrictedSubsidiaries in an aggregate principal amount exceeding $5,000,000. For purposes of determining Material Indebtedness,the "principal amount" of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement atany time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or suchRestricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

"Maximum Rate" has the meaning assigned to such term in Section 9.13.

"Moody's" means Moody's Investors Service, Inc.

“Mortgage” means the Specified Mortgages and any other mortgage, deed of trust or other agreement whichconveys or evidences a Lien in favor of the Administrative Agent or the Collateral Agent, for the benefit of theAdministrative Agent and the other Secured Parties (or the Collateral Agent, and subject to the Intercreditor Agreement), onreal property of a Loan Party, including any amendment, restatement, modification or supplement thereto.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including(i) in the case of a casualty or similar event, insurance proceeds and (ii) in the case of a condemnation or similar event,condemnation awards and similar payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid tothird parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of anasset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), theamount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured bysuch asset or otherwise subject to mandatory prepayment as a result of such event and, (iii) the amount of all taxes paid (orreasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonablyestimated to be payable, in each case during the year that such event occurred or the next succeeding year and that aredirectly attributable to such event (as determined reasonably and in good faith by a Financial Officer)., and (iv) in the case ofthe Specified Convertible Senior Notes or any other Convertible Securities, all costs, fees and expenses in connectiontherewith and all costs, fees and expenses of any related Permitted Convertible Indebtedness Call Transaction.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b)the Overnight Bank Funding Rate in effect on such day(or for any day that is not a Business Day, for the immediatelypreceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term“NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received to theAdministrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of theaforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

"Obligations" means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations onthe Loans and Letters of Credit and all accrued and unpaid fees and all expenses, reimbursements, indemnities and otherobligations (monetary (including without limitation post-petition interest, allowed or not) or otherwise) of the Borrower tothe Lenders, the Administrative Agent, their respective Affiliates and the indemnified parties or any of them arising underthe Loan Documents, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute orcontingent, now

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or hereafter existing, or due or to become due, together with all (i) Banking Services Obligations and (ii) Swap AgreementObligations owing to one or more Lenders or their respective Affiliates; provided, however, that the definition of“Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support,as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of anyGuarantor.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporationand the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) withrespect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and(c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or otherapplicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filedin connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of itsformation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or formerconnection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from suchRecipient having executed, delivered, become a party to, performed its obligations under, received payments under, receivedor perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or soldor assigned an interest in any Loan, Letter of Credit or Loan Document).

"Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxesthat arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from thereceipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxesthat are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section2.19).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds andovernight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall bedetermined by the NYFRB as set forth on its public website from time to time) and published on the next succeedingBusiness Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence topublish such composite rate).

"Participant" has the meaning assigned to such term in Section 9.04.

"Participant Register" has the meaning assigned to such term in Section 9.04(c).

”“Patriot Act” means USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001).

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successorentity performing similar functions.

“Permitted Bond Hedge Transaction” means any call option or capped call option (or substantively equivalentderivative transaction) relating to the common stock of the Borrower (or other securities or property following a mergerevent, reclassification or other change of the common stock of the Borrower), whether settled in such common stock (orsuch other securities or property), cash or a combination thereof, purchased by the Borrower or any of its Subsidiaries inconnection with an issuance of Convertible Securities; provided that the purchase price for such Permitted Bond HedgeTransaction,

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less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed thenet proceeds received by the Borrower from the sale of such Convertible Securities issued in connection with such PermittedBond Hedge Transaction.

“Permitted Convertible Indebtedness Call Transaction” means any Permitted Bond Hedge Transaction and anyPermitted Warrant Transaction.

"Permitted Encumbrances" means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arisingin the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contestedin compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business of the Borrower and its Restricted Subsidiaries incompliance with workers' compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appealbonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;and

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law orarising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from thevalue of the affected property or interfere with the ordinary conduct of business of the Borrower or any RestrictedSubsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness.

"Permitted Investments – Cash Equivalents" means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, theUnited States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit ofthe United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, atsuch date of acquisition, the highest credit rating obtainable from S&P or from Moody's;

(c) investments in certificates of deposit, banker's acceptances and time deposits maturing within 180 days from thedate of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by,any domestic office of any commercial bank organized under the laws of the United States of America or any State thereofwhich has a combined capital and surplus and undivided profits of not less than $500,000,000;

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(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described inclause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assetsof at least $5,000,000,000.

“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds ofwhich are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), other Indebtedness(including previous re-financings that constituted Permitted Refinancing Indebtedness), to the extent that (a) the principalamount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount(or accreted value, if applicable) of the Indebtedness so refinanced (plus unpaid accrued interest and premium (includingtender premium and any make-whole amount) thereon, any committed or undrawn amounts associated with, original issuediscount on, and underwriting discounts, defeasance costs, fees, commissions and expenses incurred in connection with,such Permitted Refinancing Indebtedness), (b) the final maturity date of such Permitted Refinancing Indebtedness is noearlier than the earlier of the final maturity date of the Indebtedness being refinanced and does not result in a shortening ofthe average weighted maturity of the Indebtedness being refinanced, (c) if the Indebtedness (including any guaranteethereof) being Refinanced is by its terms subordinated in right of payment to the Obligations, such Permitted RefinancingIndebtedness (including any guarantee thereof) shall be subordinated in right of payment to the Obligations on terms at leastas favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, taken as awhole, (d) no Permitted Refinancing Indebtedness shall have direct obligors or contingent obligors that were not the directobligors or contingent obligors (or that would not have been required to become direct obligors or contingent obligors) inrespect of the Indebtedness being Refinanced, except that Loan Parties may be added as additional obligors, and (e) if theIndebtedness being Refinanced is secured, such Permitted Refinancing Indebtedness may only be secured on terms no lessfavorable, taken as a whole, to the Lenders than those contained in the documentation (including any intercreditoragreement) governing the Indebtedness being Refinanced.

“Permitted Warrant Transaction” means any call options, warrants or rights to purchase (or substantivelyequivalent derivative transactions) on common stock of the Borrower (or other securities or property following a mergerevent, reclassification or other change of the common stock of the Borrower) whether settled in such common stock (or suchother securities or property), cash or a combination thereof, purchased or sold by the Borrower or any of its Subsidiariesconcurrently with a Permitted Bond Hedge Transaction.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association,company, partnership, Governmental Authority or other entity.

"Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions ofTitle IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISAAffiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" asdefined in Section 3(5) of ERISA.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amendedfrom time to time.

"Platform" means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

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“Prepayment Event” means:

(a) any sale, transfer or other Disposition (including pursuant to a sale and leaseback transaction) of any property orasset of any Loan Party, other than (i) Dispositions described in Section 6.03(c)(i); or or (ii), (ii) the payment or delivery bythe Borrower of cash, Qualified Equity Interests or a combination of cash and Qualified Equity Interests, at the Borrower’selection, upon conversion of the Specified Convertible Senior Notes, subject to Section 6.12(b) hereof and (iii) Dispositionsof property outlots (i.e., which are not integral to the adjacent operating business) and Excluded Real Property to the extent(x) the Net Proceeds of any such individual Disposition or series of related Dispositions does not exceed $1,500,000 and (y)the aggregate Net Proceeds of all such individual Dispositions does not exceed $4,000,000; or

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation orsimilar proceeding of, any property or asset of any Loan Party; or

(c) the issuance by the Borrower of any Equity Interests, or the receipt by the Borrower of any capital contribution,other than pursuant to and in accordance with stock option plans or other benefit plans for management or employees of theBorrower and its Subsidiaries in existence on the First Amendment Effective Date without any modification thereof, and it isacknowledgedprovided that (i) Restricted Payments paid by the Borrower solely in shares of the Borrower’s common stock,(ii) the issuance of the Specified Convertible Senior Notes and (iii) the payment or delivery by the Borrower of QualifiedEquity Interests upon conversion of the Specified Convertible Senior Notes, in each case, shall not constitute a PrepaymentEvent; or

(d) the incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.01(excluding Section 6.01(b)(vi)) or permitted by the Required Lenders pursuant to Section 9.02.

"Primary Financial Officer" means the chief executive officer or the chief financial officer of the Borrower.

“Priority Debt” means (without duplication), as of the date of any determination thereof, the sum of (a) allIndebtedness of Restricted Subsidiaries other than (i) Indebtedness owed to the Borrower or any other Restricted Subsidiary,and (ii) Indebtedness outstanding at the time any Person becomes a Restricted Subsidiary (other than an UnrestrictedSubsidiary which is designated as a Restricted Subsidiary pursuant to Section 5.11 hereof) provided that such Indebtednessshall not have been incurred in contemplation of such Person becoming a Restricted Subsidiary, and (b) Indebtedness of theBorrower secured by Liens.

"Prime Rate" means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, ifThe Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal ReserveBoard in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if suchrate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similarrelease by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall beeffective from and including the date such change is publicly announced or quoted as being effective.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordancewith, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to it in Section 9.16.

“Qualified Equity Interests” means any Equity Interests other than Disqualified Equity Interests.

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"Recipient" means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, asapplicable.

“Refinanced Term Loans” has the meaning assigned to such term in Section 9.02(c).

"Register" has the meaning assigned to such term in Section 9.04.

“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all officialrulings and interpretations thereunder or thereof.

“Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all officialrulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all officialrulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all officialrulings and interpretations thereunder or thereof.

"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors,officers, employees, agents and advisors of such Person and such Person's Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officiallyendorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

"Replacement Term Loans" has the meaning assigned to such term in Section 9.02(c).

"Required Lenders" means, at any time, Lenders having Credit Exposures and unused Commitments representingmore than 50% of the sum of the total Credit Exposures and unused Commitments at such time. The Credit Exposure andunused Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time except inrespect of any matters which would treat the Defaulting Lender differently from the other Lenders having Credit Exposure.

“Required Revolving Lenders” means, at any time, Lenders having Revolving Credit Exposure and unusedRevolving Commitments representing more than 50% of the sum of the total Revolving Credit Exposure and unusedRevolving Commitments at such time. The Revolving Credit Exposure and unused Revolving Commitments of anyDefaulting Lender shall be disregarded in determining Required Revolving Lenders at any time except in respect of anymatters which would treat the Defaulting Lender differently from the other Lenders having Revolving Credit Exposure.

“Required Term Lenders” means, at any time, Term Lenders, if any, having Term Loans and unused Term LoanCommitments representing more than 50% of the sum of the total Term Loans and unused Term Loan Commitments at suchtime. The Term Loans and unused Term Loan Commitments of any Defaulting Lender shall be disregarded in determiningRequired Term Lenders at any time except in respect of any matters which would treat the Defaulting Lender differentlyfrom the other Term Lenders.

“Requirement of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization orincorporation and bylaws or operating, management or partnership agreement, or other organizational or governingdocuments of such Person and (b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order,decree, writ, judgment, injunction or determination of any

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arbitrator or court or other Governmental Authority (including Environmental Laws), in each case applicable to or bindingupon such Person or any of its property or to which such Person or any of its property is subject.

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

“Restricted Investments” means all Investments of the Borrower and its Restricted Subsidiaries other than thefollowing:

(a) Investments by the Borrower and its Restricted Subsidiaries in and to Restricted Subsidiaries, including anyInvestment in a corporation which, after giving effect to such Investment, will become a Restricted Subsidiary;

(b) Permitted Investments – Cash Equivalents;

(c) Investments resulting from receivables arising from the sale of goods and services in the ordinary course ofbusiness of the Borrower and its Restricted Subsidiaries;

(d) Investments by the Borrower and its Restricted Subsidiaries in property, plant and equipment of the Borrowerand its Restricted Subsidiaries to be used in the ordinary course of business; and

(e) Investments of the Borrower and its Restricted Subsidiaries existing as of the Effective Date and described onSchedule 6.04.

In valuing any Investments for the purpose of applying the limitations set forth in this Agreement, such Investmentsshall be taken at the original cost thereof, without allowance for any subsequent write-offs or appreciation or depreciationtherein, but less any amount repaid or recovered on account of capital or principal.

"Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) withrespect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or otherproperty), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire anysuch Equity Interests in the Borrower.; provided that, for avoidance of doubt, the payment or delivery by the Borrower ofcash, Qualified Equity Interests or a combination of cash and Qualified Equity Interests, at the Borrower’s election, uponconversion of the Specified Convertible Senior Notes, subject to Section 6.12(b) hereof, shall not be a “Restricted Payment”.

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

"Revolving Commitment" means, with respect to each Lender, the commitment of such Lender to make RevolvingLoans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representingthe maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may bereduced or increased from time to time pursuant to Section 2.04, 2.09 or 9.04. The initial amount of each Lender'sRevolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or Lender Addition andAcknowledgement Agreement pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders' Revolving Commitments is $225,000,000, subject to reduction or increasefrom time to time pursuant to Section 2.04, 2.09 and 9.04.

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"Revolving Credit Exposure" means, with respect to any Lender at any time, the sum of the outstanding principalamount of such Lender's Revolving Loans and its LC Exposure and Swingline Exposure at such time.

"Revolving Credit Maturity Date" means the earlier of the date five years after the date of this Agreement or thedate the Revolving Commitments are reduced to zero or otherwise terminated.

“Revolving Lender” means, as of any date of determination, each Lender that has a Revolving Commitment or, ifthe Revolving Commitments have terminated or expired, a Lender with Revolving Credit Exposure.

"Revolving Loan" means a Loan made pursuant to Section 2.01(a).

"S&P" means Standard & Poor's.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of anySanctions (at the time of this Agreement, Cuba, Iran, North Korea, Sudan, Syria and Crimea).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Personsmaintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, orby the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury ofthe United Kingdom, or other relevant sanctions authority, (b) any Person operating, organized or resident in a SanctionedCountry or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced fromtime to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S.Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the EuropeanUnion, any European Union member state, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctionsauthority.

“SBA” means the U.S. Small Business Administration.

“SBA PPP Loan” means a loan incurred by the Borrower under 15 U.S.C. 636(a)(36) (as added to the SmallBusiness Act by Section 1102 of the CARES Act).

"SBA PPP Loan Date" means the date on which the Borrower receives the proceeds of the SBA PPP Loan.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of itsprincipal functions.

“Second Amendment” means the Second Amendment to Credit Agreement dated as of September 15, 2020 by andamong the Borrower, the Lenders party thereto, the Administrative Agent, the Syndication Agent, and the Co-Documentation Agents.

“Second Amendment Effective Date” has the meaning given to that term in the Second Amendment.

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“Secured Parties” means (a) the Lenders, (b) the Administrative Agent, (c) each Issuing Bank, (d) each provider ofBanking Services, to the extent the Banking Services Obligations in respect thereof constitute Obligations, (e) eachcounterparty to any Swap Agreement, to the extent the obligations thereunder constitute Obligations, (f) the beneficiaries ofeach indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the successors and assignsof each of the foregoing.

“Security Agreement” means that certain Pledge and Security Agreement (including any and all supplementsthereto) given in connection with the First Amendment and by and among the Loan Parties and the Collateral Agent, andsubject to the Intercreditor Agreement, which shall become effective on the First Amendment Effective Date, and any otherpledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as required by thisAgreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the otherSecured Parties (or the Collateral Agent, and subject to the Intercreditor Agreement), as the same may be amended, restated,supplemented or otherwise modified from time to time.

“Senior Indebtedness” means all Indebtedness of the Borrower for money borrowed which is not by its termssubordinated in right of payment to the payment of any other Indebtedness of the Borrower.

“Senior Notes” means the senior notes of the Borrower described on Schedule 1.01(a).

“Small Business Act” means the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business).

“Social Distancing Capital Expenditures” means, for any period, the aggregate Capital Expenditures of theBorrower and its Restricted Subsidiaries during such period required or advisable due to the adoption of or taking effect afterthe First Amendment Effective Date of any industry standards related to social distancing norms or any law, rule orregulation of any Governmental Authority after the First Amendment Effective Date relating thereto, provided that suchaggregate amount for any applicable period relevant period shall not exceed $5,000,000.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the NYFRB,as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“SOFR-Based Rate” means SOFR, Compounded SOFR or Term SOFR.

“Specified Convertible Senior Notes” means the Borrower’s Convertible Senior Notes in the principal amount notto exceed $125,000,000 (or $145,000,000 if the underwriters’ option to purchase additional Convertible Senior Notes on thesame terms is exercised in full) issued and closed on or before the date 60 days after the date the Second Amendment issigned and dated.

“Specified Mortgages” means the Mortgages encumbering the Specified Real Property given in connection with theFirst Amendment and made by one or more of the Loan Parties in favor of the Administrative Agent, for the benefit of theAdministrative Agent and the other Secured Parties, which shall become effective on the First Amendment Effective Date.

“Specified Period” means any period in which (i) any portion of the Term A Loans remain unpaid or outstanding or(ii) the testing of any financial covenant in this Agreement as in effect prior to the First Amendment Effective Date issuspended.

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“Specified Real Property” means all real property owned by any of the Loan Parties as of the First AmendmentEffective Date and all real property owned by any of the Loan Parties after the First Amendment Effective Date, excludingthe Excluded Real Property.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one andthe denominator of which is the number one minus the aggregate of the maximum reserve percentage (including anymarginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board towhich the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currentlyreferred to as "Eurocurrency Liabilities" in Regulation D of the Federal Reserve Board). Such reserve percentage shallinclude those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency fundingand to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may beavailable from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory ReserveRate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

"Subordinated Indebtedness" of a Person means any Indebtedness of such Person the payment of which issubordinated to payment of the Obligations to the written satisfaction of the Administrative Agent, and which is on suchother terms satisfactory to the Administrative Agent.

“Supported QFC” has the meaning assigned to it in Section 9.16

"subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liabilitycompany, partnership, association or other entity the accounts of which would be consolidated with those of the parent in theparent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of suchdate, as well as any other corporation, limited liability company, partnership, association or other entity (a) of whichsecurities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary votingpower or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned,controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parentor by the parent and one or more subsidiaries of the parent.

"Subsidiary" means any subsidiary of the Borrower.

“Surety Instruments” means all letters of credit (including standby and commercial), banker’s acceptances, bankguaranties, shipside bonds, surety bonds and similar instruments.

"Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction oroption or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debtinstruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk orvalue or any similar transaction or any combination of these transactions; provided that no phantom stock or similar planproviding for payments only on account of services provided by current or former directors, officers, employees orconsultants of the Borrower or the Restricted Subsidiaries shall be a Swap Agreement.

“Swap Agreement Obligations” means any and all obligations of the Loan Parties and any of their Subsidiaries,whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including allrenewals, extensions and modifications thereof and substitutions therefor), under (a) any Swap Agreement permittedhereunder with a Lender or an Affiliate of a Lender, and (b) any cancellations, buy backs, reversals, terminations orassignments of any Swap Agreement transaction

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permitted hereunder with a Lender or an Affiliate of a Lender, and (c) any Permitted Convertible Indebtedness CallTransaction.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement,contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act orany rules or regulations promulgated thereunder.

"Swingline Exposure" means, at any time, the aggregate principal amount of all Swingline Loans outstanding atsuch time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total SwinglineExposure at such time.

"Swingline Lender" means JPMorgan Chase Bank, in its capacity as lender of Swingline Loans hereunder.

"Swingline Loan" means a Loan made pursuant to Section 2.05.

“Syndication Agent” means U.S. Bank, as syndication agent for the credit facilities evidenced by this Agreement.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backupwithholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other chargesimposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Commitment” means, with respect to each Lender, the commitment of such Lender to make Term A Loanshereunder, expressed as an amount representing the maximum principal amount of the Term A Loans to be made by suchLender hereunder, as such commitment may be reduced from time to time pursuant to Sections 2.09 or 9.04. The initialamount of each Lender's Term A Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption orLender Addition and Acknowledgement Agreement pursuant to which such Lender shall have assumed its Term ACommitment, as applicable. The initial aggregate amount of the Lenders' Term A Commitments is $90,800,000 as of theFirst Amendment Effective Date, and the aggregate Term A Commitments are subject to increases under Section 2.01(b).

"Term A Maturity Date" means the earlier of (a) the date that is 364 days after the date of the First Amendment or(b) the acceleration of the Term A Loans in accordance with the terms hereof.

“Term A Lender” means, as of any date of determination, each Lender that has a Term A Commitment or anoutstanding Term A Loan.

“Term A Loan” means a Loan made pursuant to Section 2.01(b).

"Term A Maturity Date" means, with respect to any Term A Loans, the earlier of (a) one year after the SecondAmendment Effective Date or (b) the acceleration of the Term A Loans in accordance with the terms hereof.

“Term Lender” means, as of any date of determination, each Lender, if any, having a Term Loan Commitment orthat holds Term Loans.

“Term Loan Commitment” means any commitment, if any, of any Lender, to make any Term Loan.

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"Term Loan Maturity Date" means the final maturity date of any Term Loan, if any.

“Term Loans” means the Term A Loans and any Incremental Term Loans and Replacement Term Loans.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by theRelevant Governmental Body.

"Transactions" means the execution, delivery and performance by the Borrower of this Agreement, the borrowingof Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

"Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or onthe Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or in any otherstate, the laws of which are required to be applied in connection with the issue of perfection of security interests.

“U.S. Bank” means U.S. Bank National Association, a national banking association.

"U.S. Person" means a "United States person" within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.16.

"U.S. Tax Compliance Certificate" has the meaning assigned to such term in Section 2.17(e)(ii)(B)(3).

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

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

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the BenchmarkReplacement Adjustment; provided that, if the Unadjusted Benchmark Replacement as so determined would be less thanzero1.0%, the Unadjusted Benchmark Replacement will be deemed to be zero1.0% for the purposes of this Agreement.

"Unrestricted Cash On Hand" means unrestricted cash of the Borrower and its Restricted Subsidiaries that (i) canbe freely used by the Borrower or any of its Restricted Subsidiaries for immediate or general business use and (ii) is notclassified as restricted cash on the financial statements of the Borrower or any of its Restricted Subsidiaries. For theavoidance of doubt, Unrestricted Cash On Hand does not include any cash with respect to checks that have been written andhave not cleared, credit card receipts not converted to cash and petty cash on hand at hotel and theater location in theordinary course of business (provided that such petty cash shall not exceed $1,300,000 in the aggregate for purposes of thisdefinition) and minimum cash required to be held at local banks.

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“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by a Primary Financial Officer of theBorrower as an Unrestricted Subsidiary pursuant to Section 5.11.

“Wholly Owned Subsidiary” means, with respect to any Person, any corporation, partnership, limited liabilitycompany or other entity of which all of the Equity Interests (other than, in the case of a corporation, directors’ qualifyingshares or nominee shares required under applicable law) are directly or indirectly owned or controlled by such Person and/orone or more Wholly Owned Subsidiaries of such Person. Unless the context clearly requires otherwise, all references to anyWholly Owned Subsidiary shall mean a Wholly Owned Subsidiary of the Borrower.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal fromsuch Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-downand conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicableEEA 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 tocancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument underwhich that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or anyother person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or tosuspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to orancillary to any of those powers.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classifiedand referred to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a"Eurodollar Revolving Loan"). Borrowings also may be classified and referred to by Class (e.g., a "Revolving Borrowing")or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

SECTION 1.01. Terms Generally. The definitions of terms herein shall apply equally to the singular and pluralforms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding mascu line,feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase"without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unlessthe context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shallbe construed as referring to such agreement, instrument or other document as from time to time amended, supplemented orotherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) anyreference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein","hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not toany particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed torefer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property"shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets andproperties, including cash, securities, accounts and contract rights. The parties hereto agree that if gross negligence is not arecognized standard under applicable law, then gross negligence as used herein and in the other Loan Documents shall beinterpreted to be intentional recklessness.

SECTION 1.02. Accounting Terms; GAAP; ProForma Calculations. (a) Except as otherwise expressly providedherein, all terms of an accounting or financial nature shall be construed in accordance

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with GAAP, consistently applied, as in effect from time to time; provided that, if the Borrower notifies the AdministrativeAgent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring afterthe date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agentnotifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardlessof whether any such notice is given before or after such change in GAAP or in the application thereof, then such provisionshall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have becomeeffective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstandingany other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and allcomputations of amounts and ratios referred to herein shall be made (i) without giving effect to any election underAccounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159)(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to valueany Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) withoutgiving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial AccountingStandards Board Staff Position APB 14-1 to value any such Indebtedness in a reduced or bifurcated manner as describedtherein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. For the avoidance ofdoubt, and without limitation of the foregoing, Convertible Securities shall at all times be valued at the full stated principalamount thereof and shall not include any reduction or appreciation in value of the shares deliverable upon conversionthereof.

(b) Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Finance LeaseObligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial AccountingStandards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoptionwould require treating any lease (or similar arrangement conveying the right to use) as a Finance Lease where such lease (orsimilar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, suchlease shall not be considered a Finance Lease, and all calculations and deliverables under this Agreement or any other LoanDocument shall be made or delivered, as applicable, in accordance therewith.

(c) Notwithstanding anything to the contrary contained herein, for purposes of determining ConsolidatedAdjusted Cash Flow, Consolidated Debt and Consolidated EBITDA, any expenses and charges paid with the proceeds ofGovernmental Forgivable Debt, any income from the forgiveness of Governmental Forgivable Debt and the outstandingprincipal amount of Governmental Forgivable Debt shall be disregarded in a manner reasonably acceptable to theAdministrative Agent.

SECTION 1.03. Status of Obligations. In the event that the Borrower or any of its Restricted Subsidiaries shall atany time issue or have outstanding any Subordinated Indebtedness at any time, the Borrower shall take all such actions asshall be necessary to cause the Obligations to constitute senior indebtedness or senior debt (however denominated) in respectof such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise anypayment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms ofsuch Subordinated Indebtedness. Without limiting the foregoing, the Obligations are hereby designated as “seniorindebtedness”, “senior debt” and “designated senior indebtedness” and words of similar import under and in respect of anyindenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further givenall such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that theLenders may have and exercise any payment blockage or other remedies available or potentially available to holders ofsenior indebtedness under the terms of such Subordinated Indebtedness.

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SECTION 1.06. Interest Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined byreference to the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate isintended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the Londoninterbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would nolonger persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (togetherwith any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbankoffered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer beavailable or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on EurodollarLoans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new oralternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a BenchmarkTransition Event or an Early Opt-In Election, Section 2.14(c) provides a mechanism for determining an alternative rate ofinterest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.14(e), of any change to thereference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does notwarrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission orany other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respectto any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any suchalternative, successor or replacement rate implemented pursuant to Section 2.14(c), whether upon the occurrence of aBenchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark ReplacementConforming Changes pursuant to Section 2.14(d)), including without limitation, whether the composition or characteristicsof any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economicequivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to itsdiscontinuance or unavailability.

SECTION 1.07. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit atany time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that withrespect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides forone or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to bethe maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amountis available to be drawn at such time.

SECTION 1.08. Divisions. For all purposes under the Loan Documents, in connection with any division or plan ofdivision under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligationor liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to havebeen transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, suchnew Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its EquityInterests at such time.

ARTICLE IITHE CREDITS

SECTION 2.01. Commitments.

(a) Subject to the terms and conditions set forth herein, each Revolving Lender agrees to make Revolving Loans tothe Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not resultin (a) the amount of such Lender’s Revolving Credit Exposure

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exceeding such Lender’s Revolving Commitment or (b) the sum of the total Revolving Credit Exposures exceeding theaggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, theBorrower may borrow, prepay and reborrow Revolving Loans.

(b) Subject to the terms and conditions set forth herein, each Term A Lender severally (and not jointly) agrees tomake a Term A Loan in dollars to the Borrower, on the First Amendment Effective Date, in a principal amount not to exceedsuch Lender’s Term A Commitment as of the First Amendment Effective Date. The Borrower may from time to time priorto the date 180 days after the First Amendment Effective Date elect to increase the Term A Commitments with the consentof the Administrative Agent so long as, after giving effect thereto, the aggregate amount of such increases, collectively withall Term A Commitments as of the First Amendment Effective Date, does not exceed $100,000,000. The Term Loans (if andwhen funded) made after the First Amendment Effective Date shall have the same terms and conditions as the Term Loansfunded on the Frist Amendment Effective Date for all purposes. The Borrower and the Administrative Agent may arrangefor any such increase to be provided by one or more existing Lenders or by one or more new banks, financial institutions orother entities (each such new bank, financial institution or other entity, an “Additional Term A Lender”); provided that (i)each Additional Term A Lender shall be subject to the approval of the Borrower and the Administrative Agent, (ii) theBorrower, the Administrative Agent and each such existing Lender and Additional Term A Lender shall execute a LenderAddition and Acknowledgement Agreement and (iii) the Borrower shall have satisfied such other conditions as required bythe Administrative Agent. No consent of any Lender (other than the Lenders participating in the increase) shall be requiredfor any such increase, and the Administrative Agent is authorized to amend Schedule 2.01 to reflect any increases to theTerm A Commitments hereunder. Amounts prepaid or repaid in respect of Term A Loans may not be reborrowed. EachLender’s Term A Commitment shall be reduced immediately and without further action on the First Amendment EffectiveDate (or, in respect of any Term A Loans made after the First Amendment Effective Date in accordance with this Section2.01(b), on the date such Term A Loans were made), in an amount equal to and after giving effect to the funding by suchLender of the applicable Term A Loans to be made by it on such date.

SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of aBorrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respectiveCommitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall notrelieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and noLender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made inaccordance with the procedures set forth in Section 2.05.

(a) Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as theBorrower may request in accordance herewith; provided that, notwithstanding anything herein to the contrary, all RevolvingBorrowings made on the Effective Date shall be Eurodollar Loans in the amount of the “Revolving Loans” under ExistingCredit Agreement as of the Effective Date that are not being paid off on the Effective Date and with an Interest Period equalto the applicable remaining the Interest Period with respect thereto. Each Swingline Loan shall be an ABR Loan or shallbear interest as otherwise allowed under Section 2.13(c). Each Lender at its option may make any Eurodollar Loan bycausing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of suchoption shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(b) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in anaggregate amount that is an integral multiple of $500,000 and not less than $2,500,000. At the time that each ABRBorrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not lessthan $1,000,000; provided that an ABR Borrowing may be in an

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aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required tofinance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in anamount that is an integral multiple of $50,000 and not less than $100,000 or such other amounts agreed to between theSwingline Lender and the Borrower. Borrowings of more than one Type and Class may be outstanding at the same time;provided that there shall not at any time be more than a total of ten (10) Eurodollar Borrowings outstanding.

(c) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to electto convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after, in the case ofRevolving Loans, the Revolving Credit Maturity Date, and, in the case of the Term Loan A Loan, the Term A Maturity Date.

SECTION 2.03. Requests for Borrowings. To request a Borrowing (other than a Swingline Borrowing), theBorrower shall notify the Administrative Agent of such request by submitting a written Borrowing Request (a) in the case ofa Eurodollar Borrowing, not later than 11:00 a.m., Milwaukee time, three Business Days before the date of the proposedBorrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., Milwaukee time, on the date of the proposedBorrowing. Each such Borrowing Request shall be irrevocable and shall be in a written form approved by theAdministrative Agent and signed by the Borrower. Each such Borrowing Request shall specify the following information incompliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

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

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall bea period contemplated by the definition of the term "Interest Period"; and

(v) the location and number of the Borrower's account to which funds are to be disbursed, which shallcomply with the requirements of Section 2.07.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If noInterest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to haveselected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance withthis Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender'sLoan to be made as part of the requested Borrowing.

SECTION 2.04. Expansion Option. (a) The Borrower may from time to time elect to increase the RevolvingCommitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimumincrements of $10,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all suchIncremental Term Loans does not exceed $125,000,000. The Borrower may arrange for any such increase or tranche to beprovided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate insuch Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities(each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing RevolvingCommitments, or to participate in such Incremental Term Loans, or extend Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agentand (ii) (x) in the case of an Increasing Lender and

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an Augmenting Lender, the Borrower, the Administrative Agent and each such Augmenting Lender and Increasing Lenderexecute a Lender Addition and Acknowledgement Agreement. No consent of any Lender (other than the Lendersparticipating in the increase or any Incremental Term Loan) shall be required for any increase in Revolving Commitments orIncremental Term Loans pursuant to this Section 2.04.

(b) Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.04shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders orAugmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, noincrease in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental TermLoans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase orIncremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.03 shall be satisfied or waived bythe Required Lenders and the Administrative Agent shall have received a certificate to that effect dated as of such date andexecuted by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with thecovenants contained in Section 6.09 and (ii) the Administrative Agent shall have approved such increase or IncrementalTerm Loans and shall have received documents consistent with those delivered on the Effective Date as to the corporatepower and authority of the Borrower to borrow hereunder after giving effect to such increase.

(c) On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made,(i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amountsin immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as beingrequired in order to cause, after giving effect to such increase and the use of such amounts to make payments to such otherLenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage (asmodified by such increase) of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans,the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increasein the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related InterestPeriods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by paymentof all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan, shall be subject to indemnification bythe Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of therelated Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the RevolvingLoans, (b) shall not mature earlier than the Revolving Credit Maturity Date (but may have amortization prior to such date)and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; providedthat (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Revolving CreditMaturity Date may provide for material additional or different financial or other covenants or prepayment requirementsapplicable only during periods after the Revolving Credit Maturity Date and (ii) the Incremental Term Loans may be priceddifferently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment orrestatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents,executed by the Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating insuch tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent ofany other Lenders, effect such amendments to this Agreement and the other Loan Documents only as may be necessary orappropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04 andotherwise include the Incremental Term Loans in the terms of the Loan Documents. Nothing contained in this Section 2.04shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its RevolvingCommitment hereunder, or provide Incremental Term Loans, at any time.

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SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lendermay agree, but shall have no obligation, to make Swingline Loans to the Borrower from time to time during the AvailabilityPeriod, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount ofoutstanding Swingline Loans exceeding $22,500,000 or (ii) the total Revolving Credit Exposures exceeding the totalCommitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance anoutstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, theBorrower may borrow, prepay and reborrow Swingline Loans.

(a) To request a Swingline Loan, the Borrower shall submit a written notice to the Administrative Agent of suchrequest not later than 12:00 noon, Milwaukee time, on the day of a proposed Swingline Loan. Each such notice shall be in aform approved by the Administrative Agent, shall be irrevocable and shall specify the requested date (which shall be aBusiness Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the SwinglineLender of any such notice received from the Borrower. If the Swingline Lender determines in its discretion to make aSwingline Loan, the Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to thegeneral deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance thereimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m.,Milwaukee time, on the requested date of such Swingline Loan.

(b) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m.,Milwaukee time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portionof the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenderswill participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender,specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender herebyabsolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for theaccount of the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lenderacknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph isabsolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence andcontinuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made withoutany offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under thisparagraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect toLoans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), andthe Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. TheAdministrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to thisparagraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not tothe Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of theBorrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participationstherein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agentshall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to thisparagraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall berepaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required tobe refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraphshall not relieve the Borrower of any default in the payment thereof.

SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrowermay request the issuance of Letters of Credit as the applicant thereof for the support of its or

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its Restricted Subsidiaries' obligations, in a form reasonably acceptable to the Administrative Agent and the applicableIssuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency betweenthe terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or otheragreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to anyLetter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary,no Issuing Bank shall have any obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of whichwould be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in anycountry or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result ina violation of any Sanctions by any party to this Agreement.

(a) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter ofCredit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver ortelecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicableIssuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date ofissuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting theissuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying thedate of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Creditis to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name andaddress of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend suchLetter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application onthe applicable Issuing Bank's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall beissued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Creditthe Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal orextension (i) the LC Exposure shall not exceed $30,000,000 and (ii) the sum of the total Revolving Credit Exposures shallnot exceed the total Commitments. Upon the effectiveness of this Agreement, each Existing Letter of Credit shall, withoutany further action by any party, be deemed to have been issued as a Letter of Credit hereunder on the Effective Date andshall for all purposes hereof be treated as a Letter of Credit under this Agreement. Notwithstanding the foregoing oranything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if,immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Personand its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and withoutaffecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request thatan Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request,and each Issuing Bank may, in its sole discretion, issue Letters of Credit in excess of its individual Issuing Bank Sublimit. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shallnonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing BankSublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of thisSection 2.06(b).

An Issuing Bank shall not be under any obligation to issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its termspurport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to suchIssuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generallyor such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Creditany restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensatedhereunder) not in effect

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on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was notapplicable on the Effective Date and that such Issuing Bank in good faith deems material to it; or

(ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bankapplicable to letters of credit generally.

(b) Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicableIssuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the dateof the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal orextension) and (ii) the date that is five Business Days prior to the Revolving Credit Maturity Date.

(c) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing theamount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank herebygrants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equalto such Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Inconsideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to theAdministrative Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursementmade by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section,or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges andagrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute andunconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension ofany Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, andthat each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(d) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, theBorrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LCDisbursement not later than 12:00 noon, Milwaukee time, on the date that such LC Disbursement is made, if the Borrowershall have received notice of such LC Disbursement prior to 10:00 a.m., Milwaukee time, on such date, or, if such notice hasnot been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Milwaukee time, on (i)the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Milwaukee time, onthe day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if suchnotice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions toborrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABRRevolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower's obligation tomake such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If theBorrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LCDisbursement, the payment then due from the Borrower in respect thereof and such Lender's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage ofthe payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made bysuch Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and theAdministrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptlyfollowing receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, theAdministrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made paymentspursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as

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their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for anyLC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall notconstitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(e) Obligations Absolute. The Borrower's obligation to reimburse LC Disbursements as provided in paragraph (e)of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the termsof this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability ofany Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under aLetter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccuratein any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other documentthat does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether ornot similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable dischargeof, or provide a right of setoff against, the Borrower's obligations hereunder. Neither the Administrative Agent, the Lendersnor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connectionwith the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespectiveof any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay intransmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including anydocument required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arisingfrom causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the IssuingBank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential orpunitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law)suffered by the Borrower that are caused by the Issuing Bank's failure to exercise care when determining whether drafts andother documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that,in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court ofcompetent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtheranceof the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presentedwhich appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in itssole discretion, either accept and make payment upon such documents without responsibility for further investigation,regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if suchdocuments are not in strict compliance with the terms of such Letter of Credit.

(f) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine alldocuments purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notifythe Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whetherthe Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in givingsuch notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to anysuch LC Disbursement.

(g) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shallreimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bearinterest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowerreimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if theBorrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d)shall apply. Interest

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accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after thedate of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for theaccount of such Lender to the extent of such payment.

(h) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement amongthe Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The AdministrativeAgent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall becomeeffective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rightsand obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii)references herein to the term "Issuing Bank" shall be deemed to refer to such successor or to any previous Issuing Bank, orto such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bankhereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations ofan Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall notbe required to issue additional Letters of Credit.

(i) Cash Collateralization. If any Event of Default shall occur and be continuing or if any Letters of Credit areoutstanding on the Revolving Credit Maturity Date, on the Business Day that the Borrower receives notice from theAdministrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LCExposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to thisparagraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agentand for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaidinterest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and suchdeposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of anyEvent of Default with respect to the Borrower described in clause (h) or (i) of Article VII. Such deposit shall be held by theAdministrative Agent as collateral for the payment and performance of the obligations of the Borrower under thisAgreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right ofwithdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shallbe made at the option and sole discretion of the Administrative Agent and at the Borrower's risk and expense, such depositsshall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in suchaccount shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it hasnot been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations ofthe Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to theconsent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy otherobligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateralhereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall bereturned to the Borrower within three Business Days after all Events of Default have been cured or waived.

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on theproposed date thereof by wire transfer of immediately available funds by 12:00 noon, Milwaukee time, to the account of theAdministrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that the SwinglineLoans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrowerby promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with theAdministrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request; provided thatABR

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Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remittedby the Administrative Agent to the Issuing Bank.

(a) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of anyBorrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, theAdministrative Agent may assume that such Lender has made such share available on such date in accordance withparagraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a correspondingamount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the AdministrativeAgent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demandsuch corresponding amount with interest thereon, for each day from and including the date such amount is made available tothe Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greaterof the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industryrules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If suchLender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included insuch Borrowing.

SECTION 2.08. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicableBorrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in suchBorrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue suchBorrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case eachsuch portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loanscomprising each such portion shall be considered a separate Borrowing. This Section shall not apply to SwinglineBorrowings, which may not be converted or continued.

(a) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of suchelection by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting aBorrowing of the Type resulting from such election to be made on the effective date of such election. Each such InterestElection Request shall be irrevocable, pursuant to a written Interest Election Request in a form approved by theAdministrative Agent and signed by the Borrower.

(b) Each telephonic and written Interest Election Request shall specify the following information in compliance withSection 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being electedwith respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in whichcase the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resultingBorrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be aBusiness Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto aftergiving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

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If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then theBorrower shall be deemed to have selected an Interest Period of one month's duration.

(c) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lenderof the details thereof and of such Lender's portion of each resulting Borrowing.

(d) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing priorto the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end ofsuch Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provisionhereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the RequiredLenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may beconverted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted toan ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously terminated, the RevolvingCommitments shall terminate on the Revolving Credit Maturity Date.

(a) Subject to paragraph (a) above, the Borrower may at any time terminate, or from time to time reduce, theRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is anintegral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce theRevolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11,the total Revolving Credit Exposures would exceed the total Revolving Commitments.

(b) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the RevolvingCommitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such terminationor reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, theAdministrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant tothis Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by theBorrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such noticemay be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if suchcondition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reductionof the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective RevolvingCommitments.

(c) The Revolving Commitments shall automatically reduce on the Second Amendment Effective Date by anamount equal to the lesser of (i) 50% of the Net Proceeds of the Specified Convertible Senior Notes in excess of$83,000,000 as of the Second Amendment Effective Date or (ii) $25,000,000. Such reduction of the RevolvingCommitments shall be permanent and shall be made ratably among the Lenders in accordance with their respectiveRevolving Commitments.

SECTION 2.10. Repayment of Loans; Evidence of Debt.. (a) The Borrower hereby unconditionally promises topay:

(i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amountof each Revolving Loan on the Revolving Credit Maturity Date,

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(ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of theRevolving Credit Maturity Date or such other dates required by the Swingline Lender, and

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each TermA Lender on the Term A Maturity Date the aggregate principal amount of all Term A Loans.

(b) Prior to any repayment of any Term Loan Borrowings of any Class under this Section, the Borrower shall selectthe Borrowing or Borrowings of the applicable Class to be repaid and shall notify the Administrative Agent by telephone(confirmed by fax or through Electronic System), of such selection not later than 11:00 a.m., Milwaukee time, three (3)Business Days before the scheduled date of such repayment. Each repayment of a Term Loan Borrowing shall be appliedratably to the Loans included in the repaid Term Loan Borrowing. Repayments of Term Loan Borrowings shall beaccompanied by accrued interest on the amounts repaid.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing theindebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts ofprincipal and interest payable and paid to such Lender from time to time hereunder.

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan madehereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interestdue and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sumreceived by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

(e) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facieevidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or theAdministrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of theBorrower to repay the Loans in accordance with the terms of this Agreement.

(f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowershall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested bysuch Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, theLoans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant toSection 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein(or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time toprepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section. Allmandatory and voluntary prepayments of the Term Loans shall be applied to principal installments due thereon in the inverseorder of maturity.

(a) In the event Unrestricted Cash On Hand exceeds $1275,000,000 at any time on or after the FirstSecondAmendment Effective Date and during the Specified Period, the Borrower shall immediately and without demand by theAdministrative Agent or any Lender prepay the Revolving Loans (including Swingline Loans) without a correspondingreduction in the Revolving Commitments by the amount of such excess.

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(b) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party or anySubsidiary in respect of any Prepayment Event during any Specified Period, the Borrower shall, immediately after such NetProceeds are received by any Loan Party or Subsidiary, prepay the Term A Loans as set forth in subclause (d) of this Sectionin an aggregate amount equal to 100% of such Net Proceeds, provided that, in the case of any event described in clause (b)of the definition of the term “Prepayment Event” with respect to a casualty or other insured damage event, if (i) theaggregate insurance proceeds with respect thereto is less than $10,000,000, (ii) the Borrower shall deliver to theAdministrative Agent a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceedsfrom such event to replace or rebuild real property, equipment or other tangible assets (excluding inventory) to be used in thebusiness of the Loan Parties, and (iii) certifying that no Default has occurred and is continuing, then no prepayment shall berequired pursuant to this paragraph in respect of the Net Proceeds specified in such certificate, provided that to the extent ofany such Net Proceeds that have not been so applied replace or rebuild real property, equipment or other tangible assets(excluding inventory) to be used in the business of the Loan Parties within 360-days after the receipt of such Net Proceeds, aprepayment shall be required at such time in an amount equal to such Net Proceeds that have not been so applied.

(c) All prepayments required to be made pursuant to subclause (c) of this Section shall be applied to prepay theTerm A Loans as so allocated, and shall be applied to reduce the subsequent scheduled repayments of Term A Loans to bemade pursuant to Section 2.10 in inverse order of maturity.

(d) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, theSwingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of aEurodollar Revolving Borrowing, not later than 11:00 a.m., Milwaukee time, three Business Days before the date ofprepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Milwaukee time, oneBusiness Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00noon, Milwaukee time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepaymentdate and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment isgiven in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then suchnotice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptlyfollowing receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders ofthe contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted inthe case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of aRevolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall beaccompanied by accrued interest to the extent required by Section 2.13.

SECTION 2.12. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender afacility fee, which shall accrue at the Applicable Rate on the daily amount of the Revolving Commitment, whether used orunused, of such Lender until the Revolving Credit Maturity Date, and after the Revolving Credit Maturity Date such facilityfee shall be payable on the outstanding principal amount of the Revolving Credit Exposure (with the amount of any LCExposure deemed an outstanding principal amount) until the Revolving Credit Exposure is paid in full. Such accruedfacility fees shall be payable in arrears on the last day of each March, June, September and December of each year, on thedate on which the Revolving Commitments terminate and on the date all Revolving Credit Exposure has been paid in full,commencing on the first such date to occur after the date hereof. All facility fees shall be computed on the basis of a year of360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation feewith respect to its participations in Letters of Credit, which shall accrue at the same

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Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount ofsuch Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during theperiod from and including the Effective Date to but excluding the later of the date on which such Lender's Commitmentterminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee,which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portionthereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to butexcluding the later of the date of termination of the Commitments and the date on which there ceases to be any LCExposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of anyLetter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including thelast day of each March, June, September and December of each year shall be payable on the third Business Day followingsuch last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall bepayable on the date on which the Commitments terminate and any such fees accruing after the date on which theCommitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraphshall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of ayear of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the lastday).

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and atthe times separately agreed upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the AdministrativeAgent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participationfees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan that isan ABR Borrowing) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the InterestPeriod in effect for such Borrowing plus the Applicable Rate.

(c) Each Swingline Loan shall bear interest as separately agreed to between the Borrower and the SwinglineLender, or if no such other agreement is made, then at the Alternate Base Rate plus the Applicable Rate, or as otherwiserequired hereunder.

(d) Notwithstanding the foregoing, (x) for purposes of the interest rate on all Loans outstanding and the fees underSection 2.12(b)(i) on all Letters of Credit outstanding, the Applicable Rate under the headings “Eurodollar Spread and Letterof Credit Fee” and “ABR Spread” in the grid contained in the definition of Applicable Rate shall be increased by 2% and (y)interest shall accrue on all other amounts outstanding hereunder that are due hereunder at 2% plus the rate applicable to ABRLoans as provided in paragraph (a) of this Section, in each case:

(i) automatically upon the occurrence of any Event of Default under clauses (a), (b), (h) or (i) of Article VIIuntil such Event of Default is no longer continuing;

(ii) in the event any other Event of Default is continuing and Required Lenders declare (at their option) bywritten notice to the Borrower that they elect to have such interest accrue, upon the delivery of such notice until suchEvent of Default is no longer continuing or such notice is revoked

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by Required Lenders (which revocation shall be at the option of Required Lenders notwithstanding any provision ofSection 9.02).

(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, inthe case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant toparagraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan(other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on theprincipal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of anyconversion of any Eurodollar Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on suchLoan shall be payable on the effective date of such conversion.

(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed byreference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed onthe basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of dayselapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate orLIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifesterror.

SECTION 2.14. Alternate Rate of Interest.

(a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive and binding absentmanifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or theLIBO Rate, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBOScreen Rate is not available or published on a current basis) for such Interest Period; provided that no BenchmarkTransition Event shall have occurred at such time; or

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or theLIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (orLender) of making or maintaining their Loans (or Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders through Electronic System asprovided in Section 9.01 as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower andthe Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requeststhe conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective andany such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then currentInterest Period applicable thereto, and (B) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shallbe made as an ABR Borrowing.

(b) If any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority hasasserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue anyEurodollar Borrowing, or any Governmental Authority has imposed material restrictions on the authority of such Lender topurchase or sell, or to take deposits of, dollars in the London interbank market, then, on notice thereof by such Lender to theBorrower through the Administrative Agent, any obligations of such Lender to make, maintain, fund or continue EurodollarLoans or to convert ABR Borrowings to Eurodollar Borrowings will be suspended until such Lender notifies the

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Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Uponreceipt of such notice, the Borrower will upon demand from such Lender (with a copy to the Administrative Agent), eitherprepay or convert all Eurodollar Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Periodtherefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings to such day, or immediately, if suchLender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower will alsopay accrued interest on the amount so prepaid or converted.

(c) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of aBenchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower mayamend this Agreement to replace the LIBO Rate with a Benchmark Replacement. Any such amendment with respect to aBenchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the AdministrativeAgent has posted such proposed amendment to all Lenders and the Borrower, so long as the Administrative Agent has notreceived, by such time, written notice of objection to such proposed amendment from Lenders comprising the RequiredLenders of each Class; provided that, with respect to any proposed amendment containing any SOFR-Based Rate, theLenders shall be entitled to object only to the Benchmark Replacement Adjustment contained therein. Any such amendmentwith respect to an Early Opt-in Election will become effective on the date that Lenders comprising the Required Lenders ofeach Class have delivered to the Administrative Agent written notice that such Required Lenders accept such amendment.No replacement of LIBO Rate with a Benchmark Replacement will occur prior to the applicable Benchmark Transition StartDate.

(d) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the rightto make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contraryherein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changeswill become effective without any further action or consent of any other party to this Agreement.

(e) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a BenchmarkTransition Event or an Early Opt-in Election, as applicable, (ii) the implementation of any Benchmark Replacement, (iii) theeffectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of anyBenchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent orLenders pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of theoccurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action,will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consentfrom any other party hereto, except, in each case, as expressly required pursuant to this Section 2.14.

(f) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) any InterestElection Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a EurodollarBorrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing onthe last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing Request requests a EurodollarBorrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement(including any compulsory loan requirement, insurance charge or other assessment)

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against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserverequirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost orexpense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit orparticipation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses(a) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal,letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributablethereto

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making,continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase thecost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Creditor to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipienthereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or suchother Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank orsuch other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirementshas or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital ofsuch Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, orparticipations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level belowthat which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved butfor such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies of suchLender's or the Issuing Bank's holding company with respect to capital adequacy and liquidity), then from time to time theBorrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as willcompensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reductionsuffered.

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate suchLender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Sectionshall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or theIssuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Sectionshall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation; provided that theBorrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costsor reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifiesthe Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the IssuingBank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increasedcosts or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period ofretroactive effect thereof.

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loanother than on the last day of an Interest Period applicable thereto (including as a result of

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an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicablethereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any noticedelivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(e) and is revoked inaccordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Periodapplicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrowershall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan,such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess,if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event notoccurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of suchevent to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, forthe period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue onsuch principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencementof such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certifi‐ cate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shallbe delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amountshown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.17. Taxes. Any and all payments by or on account of any obligation of the Borrower under any LoanDocument shall be made without deduction or withholding for any Taxes, except as required by applicable law. If anyapplicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction orwithholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall beentitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevantGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable bythe Borrower shall be increased as necessary so that after such deduction or withholding has been made (including suchdeductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receivesan amount equal to the sum it would have received had no such deduction or withholding been made.

(a) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant GovernmentalAuthority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, OtherTaxes.

(b) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a GovernmentalAuthority pursuant to this Section 2.17, the Borrower shall deliver to the Administrative Agent the original or a certifiedcopy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting suchpayment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(c) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within 10 days after demandtherefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable toamounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from apayment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not suchIndemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as tothe amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), orby the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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(d) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that theBorrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting theobligation of the Borrower to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions ofSection 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender,in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and anyreasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposedor asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered toany Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes theAdministrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Documentor otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to theAdministrative Agent under this paragraph (d).

(e) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax withrespect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the timeor times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executeddocumentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be madewithout withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower orthe Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested bythe Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether ornot such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to thecontrary in the preceding two sentences, the completion, execution and submission of such documentation (other than suchdocumentation set forth in Section 2.17(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender'sreasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursedcost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent onor prior to the date on which such Lender becomes a Lender under this Agreement (and from time to timethereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed IRS Form W-9certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower andthe Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the dateon which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter uponthe reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which theUnited States is a party (x) with respect to payments of interest under any Loan Document, an executed IRSForm W-8BEN-E or IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federalwithholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any otherapplicable payments under any Loan Document, IRS Form W-8BEN-E or IRS Form W-8BEN establishingan exemption

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from, or reduction of, U.S. Federal withholding Tax pursuant to the "business profits" or "other income"article of such tax treaty;

(2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S.effectively connected income, an executed IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interestunder Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect thatsuch Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, a "10 percentshareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a "controlledforeign corporation" described in Section 881(c)(3)(C) of the Code (a "U.S. Tax Compliance Certificate")and (y) executed IRS Form W-8BEN-E or IRS Form W-8BEN; or

(4) to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY,accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-8BEN, a U.S. Tax ComplianceCertificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certificationdocuments from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnershipand one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interestexemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form ofExhibit C-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower andthe Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the dateon which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter uponthe reasonable request of the Borrower or the Administrative Agent), executed copies of any other formprescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholdingTax, duly completed, together with such supplementary documentation as may be prescribed by applicable lawto permit the Borrower or the Administrative Agent to determine the withholding or deduction required to bemade; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federalwithholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reportingrequirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by lawand at such time or times reasonably requested by the Borrower or the Administrative Agent suchdocumentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code)and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may benecessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and todetermine that such Lender has complied with such Lender's obligations under FATCA or to determine theamount to deduct and withhold from such payment. Solely for purposes of this clause (D), "FATCA" shallinclude any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccuratein any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent inwriting of its legal inability to do so.

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(f) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it hasreceived a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the paymentof additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund(but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to suchrefund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than anyinterest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon therequest of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g)(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that suchindemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to thecontrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying partypursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Taxposition than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refundhad not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respectto such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make availableits Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or anyother Person.

(g) Survival. Each party's obligations under this Section 2.17 shall survive the resignation or replacement of theAdministrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitmentsand the repayment, satisfaction or discharge of all obligations under any Loan Document.

(h) Defined Terms. For purposes of this Section 2.17, the term "Lender" includes any Issuing Bank and the term"applicable law" includes FATCA.

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make eachpayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, orof amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, Milwaukee time, on the date whendue, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any datemay, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Dayfor purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its officesdesignated from time to time by the Administrative Agent, except payments to be made directly to the Issuing Bank orSwingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shallbe made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by itfor the account of any other Person to the appropriate recipient promptly following receipt thereof. If any paymenthereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeedingBusiness Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of suchextension. All payments hereunder shall be made in dollars.

(b) All payments and any proceeds of Collateral received by the Administrative Agent (i) not constituting either(A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied asspecified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii)after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders sodirect, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements then due to the AdministrativeAgent, the Swingline Lender and the Issuing Bank from the Borrower (other than in connection with Banking ServicesObligations or Swap Agreement Obligations), second, to pay any fees, indemnities, or expense

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reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services Obligations orSwap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal onthe Loans and unreimbursed LC Disbursements, to pay an amount to the Administrative Agent equal to one hundred fivepercent (105%) of the aggregate LC Exposure (to be held as cash collateral for such Obligations) and to pay any amountsowing in respect of Swap Agreement Obligations and Banking Services Obligations up to and including the amount mostrecently provided to the Administrative Agent pursuant to Section 2.21, ratably (with amounts allocated to the Term Loansof any Class applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant toSection 2.10 in inverse order of maturity), and fifth, to the payment of any other Obligations due to the Administrative Agentor any other Secured Party from the Borrower, any other Loan Party or any of their Subsidiaries. The Administrative Agentand the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds andpayments to any portion of the Obligations. Notwithstanding the foregoing, Obligations arising under Banking ServicesObligations or Swap Agreement Obligations shall be excluded from the application described above and paid in clause sixthif the Administrative Agent has not received written notice thereof, together with such supporting documentation as theAdministrative Agent may have reasonably requested from the applicable provider of such Banking Services or SwapAgreements.

(c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully allamounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i)first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance withthe amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LCDisbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principaland unreimbursed LC Disbursements then due to such parties.

(d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect ofany principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in suchLender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LCDisbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then theLender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participationsin LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such paymentsshall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on theirrespective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participationsare purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescindedand the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shallnot be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of thisAgreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of itsLoans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any RestrictedSubsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to theforegoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participationpursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect tosuch participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which anypayment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowerwill not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such datein accordance herewith and may, in reliance upon such

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assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if theBorrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severallyagrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bankwith interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date ofpayment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by theAdministrative Agent in accordance with banking industry rules on interbank compensation.

(f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or(e), 2.07(b), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contraryprovision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender tosatisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) holdsuch amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateralfor, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clause(i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation underSection 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority forthe account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a differentlending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of itsoffices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate orreduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject suchLender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowerhereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation orassignment.

(b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any IndemnifiedTaxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender) pursuant toSection 2.17, or if any Lender becomes a Defaulting Lender, or if any Lender shall refuse to consent to any waiver,amendment or other modification or approval that would otherwise require such Lender’s consent but to which the RequiredLenders have consented, then the Borrower may, at its sole expense and effort, upon notice to such Lender and theAdministrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to therestrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume suchobligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowershall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would berequired under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unrea sonably be withheld,(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and fundedparticipations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amountspayable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or theBorrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim forcompensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in areduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if,prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require suchassignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to thisparagraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agentand the

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assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant toan Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lenderrequired to make such assignment need not be a party thereto in order for such assignment to be effective and shall bedeemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any suchassignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence suchassignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse toor warranty by the parties thereto.

SECTION 2.20. Defaulting Lenders.

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, thenthe following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lenderpursuant to Section 2.12(a);

(b) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the accountof such Defaulting Lender (whether voluntary or mandatory, at maturity or otherwise) or received by the AdministrativeAgent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by theAdministrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to theAdministrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such DefaultingLender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize LC Exposure with respect to suchDefaulting Lender in accordance with this Section; fourth, as the Borrower may request (so long as no Default or Event ofDefault exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereofas required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the AdministrativeAgent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’spotential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LCExposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, inaccordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or SwinglineLenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks orSwingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations underthis Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the paymentof any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by theBorrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under thisAgreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court ofcompetent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LCDisbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loanswere made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.03 were satisfiedor waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-DefaultingLenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, suchDefaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligationscorresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata inaccordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amountspaid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post

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cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lenderirrevocably consents hereto.

(c) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determiningwhether the Required Lenders or Required Revolving Lenders have taken or may take any action hereunder (including anyconsent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (c) shall notapply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent ofsuch Lender or each Lender affected thereby;

(d) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:

(i) if no Default has occurred and is continuing at such time, all or any part of the Swingline Exposure andLC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance withtheir respective Applicable Percentages but only to the extent that the sum of all non-Defaulting Lenders' RevolvingCredit Exposures plus such Defaulting Lender's Swingline Exposure and LC Exposure does not exceed the total ofall non-Defaulting Lenders' Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowershall within one Business Day following notice by the Administrative Agent (x) first, prepay such SwinglineExposure and (y) second, cash collateralize for the benefit of the Issuing Bank only the Borrower's obligationscorresponding to such Defaulting Lender's LC Exposure (after giving effect to any partial reallocation pursuant toclause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure isoutstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender's LC Exposure pursuant toclause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section2.12(b)(i) with respect to such Defaulting Lender's LC Exposure during the period such Defaulting Lender's LCExposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then thefees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b)(i) shall be adjusted in accordance withsuch non-Defaulting Lenders' Applicable Percentages; and

(v) if all or any portion of such Defaulting Lender's LC Exposure is neither reallocated nor cashcollateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the IssuingBank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b)(i) with respect to suchDefaulting Lender's LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposureis reallocated and/or cash collateralized; and

(e) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any SwinglineLoan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that therelated exposure and the Defaulting Lender's then outstanding LC Exposure will be 100% covered by the Commitments ofthe non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(d), andparticipating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocatedamong non-Defaulting Lenders in a manner consistent with Section 2.20(d)(i) (and such Defaulting Lender shall notparticipate therein).

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If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent of any Lender shall occur following thedate hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faithbelief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lendercommits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shallnot be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the casemay be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or theIssuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank each agreesthat a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then theSwingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender'sCommitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other thanSwingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loansin accordance with its Applicable Percentage.

SECTION 2.21. Banking Services and Swap Agreements. Notwithstanding anything herein to the contrary, BankingServices Obligations and Swap Agreement Obligations owing to any Secured Party shall be excluded from the applicationdescribed in Section 2.18(b) and otherwise from Obligations if the Administrative Agent has not received written noticesetting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Partyor Subsidiary thereof to such Secured Party (whether matured or unmatured, absolute or contingent), together with suchsupporting documentation as the Administrative Agent may request from time to time. In furtherance of that requirement,each such Secured Party shall furnish the Administrative Agent, from time to time, a summary of the amounts due or tobecome due in respect of such Banking Services Obligations and Swap Agreement Obligations as requested by theAdministrative Agent. The most recent information provided to the Administrative Agent shall be used in determiningwhich tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap AgreementObligations will be placed. JPMCB and its Affiliates shall be not be required to provide separate notices hereunder thisSection 2.21, and the Administrative Agent shall deemed automatically to have notice required under this Section 2.21 withrespect to current and future Banking Services Obligations and Swap Agreement Obligations owing to JPMCB or itsAffiliates.

SECTION 2.22. Returned Payments. If, after receipt of any payment which is applied to the payment of all or anypart of the Obligations under the Loan Documents (including a payment effected through exercise of a right of setoff), theAdministrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Personbecause such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void orvoidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant toany settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations under theLoan Documents or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue infull force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisionsof this Section 2.22 shall be and remain effective notwithstanding any contrary action which may have been taken by theAdministrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of thisSection 2.22 shall survive the termination of this Agreement.

ARTICLE III REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

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SECTION 3.01. Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized, validly existingand in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry onits business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonablybe expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every juris‐ diction where such qualification is required.

SECTION 3.02. Authorization; Enforceability. The Transactions are within the Borrower's corporate powers andhave been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been dulyexecuted and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable inaccordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affectingcreditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding inequity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent orapproval of, registration or filing with, or any other action by, any Governmental Authority, except such as have beenobtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-lawsor other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c)will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or anyof its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or anyof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of itsSubsidiaries.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished tothe Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of the end ofand for the 2018 Fiscal Year, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and forthe third Fiscal Quarter of 2019, certified by its chief financial officer. Such financial state ments present fairly, in allmaterial respects, the financial position and results of operations and cash flows of the Borrower and its consolidatedSubsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and theabsence of footnotes in the case of the statements referred to in clause (ii) above.

(b) Since December 31, 20189, there has been no material adverse change in the business, assets, operations,prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole., excluding, solely forpurposes of making this representation at any time on or before March 31, 2021, changes or effects directly arising out of theimpact of the COVID-19 pandemic on the Borrower’s operations, as described in any Form 10-K, Form 10-Q or Form 8-Kfiled by the Borrower with the SEC prior to the Second Amendment Effective Date.

(c) The outstanding principal balance of each of the Senior Notes as of the Effective Date and the scheduledpayments and maturities thereof are described on Schedule 1.01(a) hereof.

(d) No Subsidiary has outstanding any Contingent Obligations with respect to Indebtedness of the Borrower.

SECTION 3.05. Properties. (a) Each of the Borrower and its Subsidiaries has good title to, or valid leaseholdinterests in, all its real and personal property material to its business, except for minor defects in title that do not materiallyinterfere with its ability to conduct its business as currently conducted or to utilize such properties for their intendedpurposes.

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(b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights,patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries doesnot infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate,could not reasonably be expected to result in a Material Adverse Effect.

(c) As of the Effective Date, each Subsidiary of the Borrower, including its ownership, is described on Schedule3.05 hereto, and each Subsidiary that is an Unrestricted Subsidiary as of the Effective Date is designated as such on Schedule3.05 hereto. Each Subsidiary of the Borrower has and will have all requisite power to own or lease the properties material toits business and to carry on its business as now being conducted and as proposed to be conducted. All outstanding shares ofEquity Interests of each class of each Subsidiary of the Borrower have been and will be validly issued and are and will befully paid and nonassessable and, except as otherwise indicated in Schedule 3.05 hereto or disclosed in writing to theAdministrative Agent and the Lenders from time to time, are and will be owned, beneficially and of record, by the Borroweror another Subsidiary of the Borrower, free and clear of any Liens other than Liens permitted under this Agreement.

(d) As of the Effective Date, there are no restrictions on the Borrower or any of its Subsidiaries which prohibit orotherwise restrict the transfer of cash or other assets from any Subsidiary of the Borrower to the Borrower, other than (i)prohibitions or restrictions existing under or by reason of this Agreement or the other Loan Documents, (ii) prohibitions orrestrictions existing under or by reason of applicable requirements of law and (iii) other prohibitions or restrictions which,either individually or in the aggregate, have not had, or could not reasonably be expected to have, Material Adverse Effect.

SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or beforeany arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against oraffecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determinationand that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a MaterialAdverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in theaggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of itsSubsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, licenseor other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) hasreceived notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any EnvironmentalLiability.

(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that,individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is incompliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and allindentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individuallyor in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and iscontinuing.

SECTION 3.08. Investment Company Status. Neither the Borrower nor any of its Subsidiaries is an "investmentcompany" as defined in, or subject to regulation under, the Investment Company Act of 1940.

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SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Taxreturns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it,except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or suchSubsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could notreasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when takentogether with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expectedto result in a Material Adverse Effect.

SECTION 3.11. Disclosure. (a) The Borrower has disclosed to the Lenders all agreements, instruments andcorporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that,individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither theInformation Memorandum nor any of the other reports, financial statements, certificates or other information furnished by oron behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreementor delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatementof fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances underwhich they were made, not misleading; provided that, with respect to projected financial information, the Borrowerrepresents only that such information was prepared in good faith based upon assumptions believed to be reasonable at thetime.

(b) As of the Effective Date, to the best knowledge of the Borrower, the information included in the BeneficialOwnership Certification provided on or prior to the Effective Date to any Lender in connection with this Agreement is trueand correct in all respects.

SECTION 3.12. Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effectpolicies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors,officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries andtheir respective officers and directors and to the knowledge of the Borrower its employees and agents, are in compliancewith Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary orany of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borroweror any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is aSanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreementwill violate any Anti-Corruption Law or applicable Sanctions.

SECTION 3.13. EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

SECTION 3.14. Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns againstthe Borrower or any Subsidiary pending or, to the knowledge of the Borrower, threatened. There are no labor controversiespending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiarieswhich could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The hoursworked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the FairLabor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters which couldreasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 3.15. Margin Regulations. No Loan Party is engaged and will not engage, principally or as one of itsimportant activities, in the business of purchasing or carrying Margin Stock, or extending

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credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Borrowing or Letter ofCredit hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of eachBorrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of any Loan Partyonly or of the Loan Parties and their Subsidiaries on a consolidated basis) will be Margin Stock.

SECTION 3.16. Plan Assets; Prohibited Transactions. None of the Loan Parties or any of their Subsidiaries is anentity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, deliverynor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuanceof any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA orSection 4975 of the Code.

SECTION 3.17. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documentscreate legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties,and such Liens constitute perfected and continuing Liens on the Collateral, securing the Obligations, enforceable against theapplicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a)Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of theAdministrative Agent pursuant to any applicable law and (b) Liens perfected only by possession (including possession ofany certificate of title), to the extent the Administrative Agent has not obtained or does not maintain possession of suchCollateral.

ARTICLE IV CONDITIONS

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issueLetters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied(or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either a counterpart of thisAgreement signed on behalf of such party or (written evidence satisfactory to the Administrative Agent (which may includetelecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of thisAgreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the AdministrativeAgent and the Lenders and dated the Effective Date) of counsel for the Borrower, in a form satisfactory to theAdministrative Agent. The Borrower hereby requests such counsel to deliver such opinion.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or itscounsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorizationof the Transactions and any other legal matters relating to the Borrower and its Subsidiaries, this Agreement or theTransactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a FinancialOfficer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.03 andcalculating the compliance with all financial covenants hereunder, all in form and substance satisfactory to theAdministrative Agent.

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(e) The Administrative Agent shall have received satisfactory evidence that Existing Credit Agreement shall beterminated simultaneously with the effectiveness of this Agreement and all obligations under such credit agreement shall bepaid in full.

(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to theEffective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to bereimbursed or paid by the Borrower hereunder.

(g) (i) The Administrative Agent shall have received, (x) at least five (5) days prior to the Effective Date, alldocumentation and other information regarding the Borrower requested in connection with applicable “know your customer”and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of theBorrower at least ten (10) days prior to the Effective Date, and (y) a properly completed and signed IRS Form W-8 or W-9,as applicable, for each Loan Party, and (ii) to the extent the Borrower qualify as a “legal entity customer” under theBeneficial Ownership Regulation, at least five (5) days prior to the Effective Date, any Lender that has requested, in awritten notice to the Borrower at least the (10) days prior to the Effective Date, a Beneficial Ownership Certification inrelation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution anddelivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed tobe satisfied).

(h) The Administrative Agent shall have received such other agreements and documents as may be required by theAdministrative Agent.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall beconclusive and binding.

SECTION 4.02. First Amendment Effective Date. The obligations of the Lenders to make Term A Loans shall notbecome effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section9.02):

(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpartof the First Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent(which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party hassigned a counterpart of the First Amendment and (ii) duly executed copies of the Loan Guaranty, the Security Agreementand such other Loan Documents required by the Administrative Agent and such other certificates, documents, instrumentsand agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated bythe First Amendment and the other Loan Documents, including any promissory notes requested by a Lender pursuant toSection 2.10 of this Agreement payable to the order of each such requesting Lender and a written opinion of the LoanParties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders.

(b) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the First AmendmentEffective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board ofDirectors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it isa party, (B) identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the LoanDocuments to which it is a party and, in the case of the Borrower, its Financial Officers, and (C) contain appropriateattachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by therelevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws or operating,management or partnership agreement, or other organizational or governing documents, and (ii) a long form good standingcertificate for the Borrower from its jurisdiction of organization.

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(c) The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower, datedas of the First Amendment Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that therepresentations and warranties contained in the Loan Documents are true and correct as of such date, and (iii) certifying as toany other factual matters as may be reasonably requested by the Administrative Agent.

(d) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expensesrequired to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legalcounsel), on or before the First Amendment Effective Date. All such amounts will be paid with proceeds of Loans made onthe First Amendment Effective Date and will be reflected in the funding instructions given by the Borrower to theAdministrative Agent on or before the First Amendment Effective Date.

(e) The Administrative Agent shall have received the results of a recent lien search in the jurisdiction oforganization of Borrower and each jurisdiction where assets of the Borrower are located, and such search shall reveal noLiens on any of the assets of the Borrower except for liens permitted by Section 6.02 or discharged on or prior to the FirstAmendment Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.

(f) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the FirstAmendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent.

(g) The Administrative Agent, the Collateral Agent, the representative of the holders of the Senior Notes and theother parties thereto shall have entered into the Intercreditor Agreement.

(h) The Administrative Agent shall have received duly executed amendments to the Senior Notes, containing termsand conditions satisfactory in all respects to the Administrative Agent.

(i) The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which shallbe satisfactory to Administrative Agent in its sole discretion.

(j) (i) The Administrative Agent and each requesting Lender shall have received, (x) at least five (5) days prior tothe First Amendment Effective Date, all documentation and other information regarding the Borrower requested inconnection with applicable “know your customer” and anti-money laundering rules and regulations, including the USAPATRIOT Act, to the extent requested in writing of the Borrower at least ten (10) days prior to the Effective Date, and (y) aproperly completed and signed IRS Form W-8 or W-9, as applicable, for Borrower, and (ii) to the extent the Borrowerqualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the FirstAmendment Effective Date, any Lender that has requested, in a written notice to the Borrower at least the (10) days prior tothe First Amendment Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have receivedsuch Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature pageto the First Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied).

(k) The Administrative Agent shall have received such other documents as the Administrative Agent, the IssuingBank, any Lender or their respective counsel may have reasonably requested.

SECTION 4.03. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of anyBorrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of thefollowing conditions:

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(a) The representations and warranties of the Borrower set forth in this Agreement or any other Loan Documentshall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extensionof such Letter of Credit, as applicable.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal orextension of such Letter of Credit, as applicable, no Default or Material Adverse Effect shall have occurred and becontinuing.

(c) After giving effect to any Borrowing of Revolving Loans under this Agreement, Unrestricted Cash on Handshall not exceed $1275,000,000.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute arepresentation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of thisSection.

ARTICLE V AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all feespayable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case,without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees withthe Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the AdministrativeAgent and each Lender:

(a) as soon as available and in any event within 90 days (or, so long as Borrower shall be subject to periodicreporting obligations under the Exchange Act, by the date that the Borrower’s Form 10-K (or any successor form) for suchFiscal Year would be required to be filed under the rules and regulations of the SEC, giving effect to any extension availablethereunder for the filing of such form), after the end of each Fiscal Year of the Borrower, a copy of the Borrower’s Form 10-K (or any successor form) filed with the SEC for such Fiscal Year, including therein its audited consolidated balance sheetand related statements of income, stockholders' equity and cash flows as of the end of and for such year, setting forth in eachcase in comparative form the figures for the previous Fiscal Year, all reported on by independent public accountants ofrecognized national standing (without a "going concern" or like qualification, commentary or exception arising out of thescope of the audit, or without any qualification or exception as to the scope of such audit) to the effect that such consolidatedfinancial statements present fairly in all material respects the financial condition and results of operations of the Borrowerand its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) as soon as available and in any event within 45 days (or, so long as Borrower shall be subject to periodicreporting obligations under the Exchange Act, by the date that the Borrower’s Form 10-Q (or any successor form) for suchFiscal Quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any extensionavailable thereunder for the filing of such form), after the end of each of the first three Fiscal Quarters of each Fiscal Year ofthe Borrower, a copy of the Borrower’s Form 10-Q (or any successor form) filed with the SEC for such Fiscal Quarter,including therein its consolidated balance sheet and related statements of income, stockholders' equity and cash flows as ofthe end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting forth in each case incomparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of)the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financialcondition and results of operations of the Borrower and its consolidated

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Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end auditadjustments and the absence of footnotes;

(c) concurrently with any delivery of Form 10-K or 10-Q, as applicable, under clause (a) or (b) above, a certificateof a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred,specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonablydetailed calculations demonstrating compliance with Section 6.01 and 6.09, including any reconciliation to reflect theexclusion of Unrestricted Subsidiaries, and (iii) stating whether any change in GAAP or in the application thereof hasoccurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred,specifying the effect of such change on the financial statements accompanying such certificate;

(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statementsand other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, ordistributed by the Borrower to its share holders generally, as the case may be;

(e) promptly following any request therefor, (x) such other information regarding the operations, business affairsand financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as theAdministrative Agent or any Lender (through the Administrative Agent) may reasonably request and (y) information anddocumentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable“know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the BeneficialOwnership Regulation; and

(f) promptly following any request therefor, such other information regarding the operations, business affairs andfinancial condition of the Borrower or any Subsidi ary, or compliance with the terms of this Agreement, as the AdministrativeAgent or any Lender may reasonably request.

Documents required to be delivered pursuant to Sections 5.01(a) and 5.01(b) shall be delivered electronically to theAdministrative Agent to be distributed to the Lenders. Notwithstanding the above, documents required to be deliveredpursuant to Section 5.01(d) may be delivered electronically and shall be deemed to have been delivered in compliance withSection 5.01(d) on the date on which the Borrower files such documents on the SEC’s EDGAR system (or any successorthereto) or any other publicly available database maintained by the SEC or provides a link thereto on the Borrower’s websiteat http://www.marcuscorp.com to which each Lender and the Administrative Agent have access, provided the Borrowerprovides notice of such filing directly to each Lender or provides a procedure for the Lenders to receive electronicnotification of such filing. The Administrative Agent shall have no obligation or responsibility to request the delivery or tomaintain copies of the documents required to be delivered pursuant to Section 5.01(d), to distribute any such documents tothe Lenders, or otherwise to monitor compliance by the Borrower with Section 5.01(d), and each Lender shall be solelyresponsible for obtaining copies of such documents.

SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and eachLender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or GovernmentalAuthority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably beexpected to result in a Material Adverse Effect;

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(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred,could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding$2,500,000;

(d) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender thatwould result in a change to the list of beneficial owners identified in such certification; and

(e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or otherexecutive officer of the Borrower setting forth the details of the event or development requiring such notice and any actiontaken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its RestrictedSubsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legalexistence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that theforegoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04. Payment of Obligations; SBA PPP Loans. (a) The Borrower will, and will cause each of itsRestricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material AdverseEffect before the same shall become delinquent or in default, but subject to any subordination provisions contained in anyinstrument or agreement evidencing such obligations, except where (i) the validity or amount thereof is being contested ingood faith by appropriate proceedings, (ii) the Borrower or such Restricted Subsidiary has set aside on its books adequatereserves with respect thereto in accordance with GAAP and (iii) the failure to make payment pending such contest could notreasonably be expected to result in a Material Adverse Effect.

(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, (i) comply with all of the SBA’sterms and conditions applicable to SBA PPP Loans, (ii) use the proceeds of the SBA PPP Loan only for CARES AllowableUses, (iii) keep necessary and appropriate records relating to the use of the SBA PPP Loans, (iv) promptly take all applicableactions, not later than 45 days (or such earlier date as required) after the eight week period immediately following the SBAPPP Loan Date, to apply for forgiveness of the SBA PPP Loans in accordance with the regulations implementing Section1106 of the CARES Act, (v) comply with all other terms and conditions applicable to SBA PPP Loans, and (vi) provide suchdocumentation, records and other information as requested by the Administrative Agent with respect to any of the above,including without limitation with respect to the status of the forgiveness of SBA PPP Loans.

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its RestrictedSubsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order andcondition, ordinary wear and tear excepted, (b) maintain, with financially sound and reputable insurance companies,insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similarbusinesses operating in the same or similar locations, and (c) keep and maintain all other insurance required by the CollateralDocuments.

SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its RestrictedSubsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings andtransactions in relation to its business and activities. The Borrower

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will, and will cause each of its Restricted Subsidiaries to, at its expense permit any representatives designated by theAdministrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and makeextracts from its books and records, and to discuss its affairs, finances and condition with its officers and independentaccountants, all at such reasonable times and as often as reasonably requested.

SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of its Restricted Subsidiaries to,comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, exceptwhere the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material AdverseEffect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by theBorrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws andapplicable Sanctions.

SECTION 5.08. Use of Proceeds and Letters of Credit. The proceeds of the Revolving Loans and Letter of Creditwill be used only for general corporate purposes and the proceeds of the Term A Loans will be used only to pay downRevolving Loans (to the extent required under Section 2.11(b)), to pay costs and expenses related to the First Amendmentand for other general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly,for any purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations T, Uand X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall ensurethat its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of anyBorrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment orgiving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose offunding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in anySanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by acorporation incorporated in the United States or in a European Union member state, or (C) in any manner that would resultin the violation of any Sanctions applicable to any party hereto.

SECTION 5.09. Accuracy Of Information. The Borrower will ensure that any written information, includingfinancial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with thisAgreement or any amendment or modification hereof or waiver hereunder, when taken as a whole, contains no materialmisstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in thelight of the circumstances under which they were made, not misleading (giving effect to all supplements and updatesprovided thereto), not misleading, as of the date such information was so furnished or as of the date otherwise stated therein(it being understood that any projections and other forward looking information prepared by or on behalf of the Borrowerand made available to any Lenders or the Administrative Agent in connection with this Agreement or the transactionscontemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable asof the date thereof (it being understood that such projections and other forward looking information are as to future eventsand are not to be viewed as facts, such projections and other forward looking information are subject to significantuncertainties and contingencies, actual results during the period or periods covered by any such projections or other forwardlooking information may differ significantly from the projected results and no assurance can be given that the projectedresults will be realized)), and the furnishing of such information shall be deemed to be representation and warranty by theBorrower on the date thereof as to the matters specified in this Section 5.09.

SECTION 5.10. Guarantees. If any Restricted Subsidiary shall have any Contingent Obligation with respect to anyIndebtedness of the Borrower, the Borrower shall cause such Restricted Subsidiary to take such actions as are reasonablynecessary, or as the Administrative Agent or any Lender may reasonably request from time to time, to guarantee the paymentof the Obligations.

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SECTION 5.11. Designation of Subsidiaries.

(a) A Primary Financial Officer may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiaryor any Unrestricted Subsidiary as a Restricted Subsidiary at any time after the end of the Specified Period; provided that (i)immediately before and after such designation, no Default shall have occurred and be continuing, (ii) no Subsidiary may bedesignated as an Unrestricted Subsidiary if the Borrower or any Restricted Subsidiary has any Contingent Obligation (otherthan Deferred Equity Contribution Obligations) with respect to any Indebtedness or other obligations of such Subsidiary(and the Borrower and its Restricted Subsidiaries will not have any Contingent Obligation (other than Deferred EquityContribution Obligations) with respect to any Indebtedness or other obligations of any Unrestricted Subsidiary at any time),(iii) the designation of any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary may not be changed on morethan two occasions, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is party to any agreement orcontract with the Borrower or any Restricted Subsidiary, unless the terms of such agreement are no less favorable to theBorrower or Restricted Subsidiary, as applicable, than those that might be obtained from an unaffiliated third-party, (v) otherthan Deferred Equity Contribution Obligations, no Subsidiary may be designated as an Unrestricted Subsidiary if suchSubsidiary is a Person with respect to which the Borrower or any Restricted Subsidiary has any direct or indirect obligationto make capital contributions or to maintain such Subsidiary’s financial condition or otherwise has any ContingentObligation with respect to such Subsidiary or any of its Indebtedness or other obligations, and neither the Borrower nor anyRestricted Subsidiary will have any direct or indirect obligation to make capital contributions or to maintain suchSubsidiary’s financial condition or otherwise have any Contingent Obligation with respect to such Subsidiary or any of itsIndebtedness or other obligations at any time after such designation, (vi) for so long as any Senior Note is outstanding, noSubsidiary may be (x) designated an Unrestricted Subsidiary hereunder unless it simultaneously becomes an “UnrestrictedSubsidiary” under all Senior Notes and (y) designated a Restricted Subsidiary hereunder unless it simultaneously becomes a“Restricted Subsidiary” under the Senior Notes, (vii) at such time and immediately after giving effect thereto the Borrowerwould be permitted to incur at least $1.00 of additional Priority Debt, (viii) immediately after giving effect to suchdesignation and at all times thereafter, the ratio of the consolidated total assets of the Borrower and its RestrictedSubsidiaries to the consolidated total assets of the Borrower and its Subsidiaries and the ratio of the consolidated net incomeof the Borrower and its Restricted Subsidiaries to the consolidated net income of the Borrower and its Subsidiaries (in eachcase based on the most recent four consecutive Fiscal Quarters, and calculated on a pro forma basis as if all payments andother contributions to be made under all Deferred Equity Contribution Obligations were fully funded and contributed) shallbe not less than 0.8:1.0, and (ix) no Subsidiary may be designated as an Unrestricted Subsidiary unless (1) the Term A Loanshave been paid in full and (2) Borrower is in compliance with the financial covenants in this Agreement as in effect prior tothe First Amendment Effective Date (and has irrevocably elected to have the financial covenants in this Agreement as ineffect prior to the First Amendment Effective Date become effective in accordance with Section 6.09(f)). The Borrowershall, within 10 days after the designation of any Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary, givewritten notice of such action to the Administrative Agent.

(b) The Borrower acknowledges and agrees that if, after the date hereof, any Person becomes a RestrictedSubsidiary, all Indebtedness, leases and other obligations and all Liens and Investments of such Person existing as of the datesuch Person becomes a Restricted Subsidiary shall be deemed, for all purposes of this Agreement, to have been incurred,entered into, made or created at the same time such Person so becomes a Restricted Subsidiary.

SECTION 5.12. Additional Covenants. If at any time the Borrower shall enter into or be a party to any instrumentor agreement, including all such instruments or agreements in existence as of the date hereof and all such instruments oragreements entered into after the date hereof, relating to or amending any provisions applicable to any of its Indebtednesswhich in the aggregate, together with any related

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Indebtedness, exceeds $5,000,000, which includes covenants, defaults or the equivalent thereof not substantially providedfor in this Agreement or more favorable to the lender or lenders thereunder than those provided for in this Agreement,(excluding covenants, defaults and the equivalent thereof relating to the delivery of Equity Interests upon the conversion ofConvertible Securities), then the Borrower shall promptly so advise the Administrative Agent and the Lenders. If theAdministrative Agent or the Required Lenders shall request, upon notice to the Borrower, the Administrative Agent and theLenders shall enter into an amendment to this Agreement or an additional agreement (as the Administrative Agent mayrequest), providing for substantially the same financial covenants or the equivalent thereof as those provided for in suchinstrument or agreement to the extent required and as may be selected by the Administrative Agent.

SECTION 5.13. Collateral Release Date. On the Collateral Release Date, the Collateral Documents and the LoanGuaranty shall immediately and automatically be released without any further action by any Loan Party, the AdministrativeAgent, any Lender, or any other Person, the liens or mortgages granted to the Administrative Agent pursuant to theCollateral Documents shall be released, and the guaranties in favor of the Administrative Agent pursuant to the LoanGuaranty shall be released. The Administrative Agent shall, within a reasonable period of time after Borrower’s writtenrequest, provide Borrower with any reasonably requested releases, terminations, or instruments necessary to give effect tothe foregoing release, which shall be at the Borrower’s sole cost and expense.

SECTION 5.14. Additional Collateral; Further Assurances.

(a) Subject to applicable Requirements of Law, each Loan Party existing as of the First Amendment EffectiveDate will become a Loan Party by executing a Loan Guaranty, which Loan Guaranty shall become effective on the FirstAmendment Effective Date, and each such Loan Party will grant Liens to the Administrative Agent, for the benefit of theAdministrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, whichgrant shall become effective on the First Amendment Effective Date. Each Loan Party will cause each of its Subsidiariesformed or acquired after the First Amendment Effective Date to become a Loan Party by executing a Loan Guaranty andgranting Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in anyproperty of such Loan Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formedor acquired.

(b) Each Loan Party will cause all of the issued and outstanding Equity Interests of each of its Subsidiaries tobe subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of theAdministrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or othersecurity documents as the Administrative Agent shall reasonably request.

(c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver,or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and willtake or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings,mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.03, asapplicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time,reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensureperfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substancereasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.

(d) If any material assets (including any Specified Real Property or improvements thereto or any interesttherein) are acquired by any Loan Party after the First Amendment Effective Date (other than

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assets constituting Collateral under the Collateral Documents that become subject to the Lien under the CollateralDocuments upon acquisition thereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, ifrequested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing theObligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonablyrequested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of thisSection, all at the expense of the Loan Parties, and each Lender shall have completed and received all flood insurance duediligence and flood insurance compliance requirements with respect to such Specified Real Property.

(e) Notwithstanding anything herein to the contrary, any grant of Liens by any of the Loan Parties requiredunder this Agreement or any of the other Loan Documents, so long as the Senior Notes are outstanding and the IntercreditorAgreement is in effect, shall be granted to the Collateral Agent for the benefit of the Secured Parties and the holders of theSenior Notes and subject to the Intercreditor Agreement, and any reference herein to the grant of a Lien under the CollateralDocuments for the benefit of the Administrative Agent and the other Secured Parties shall be deemed to refer to theCollateral Agent for the benefit of the Secured Parties and the holders of the Senior Notes and subject to the IntercreditorAgreement.

SECTION 5.15. Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and theLenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or thecommencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein underpower of eminent domain or by condemnation or similar proceeding and (b) will ensure that the net proceeds of any suchevent (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied inaccordance with the applicable provisions of this Agreement and the Collateral Documents.

SECTION 5.16. Depository Bank. Each Loan Party will maintain the Administrative Agent or one or more of theLenders as its principal depository bank, including for the maintenance of operating, administrative, cash management,collection activity, and other deposit accounts for the conduct of its business.

SECTION 5.17. Post-Closing Obligations. By no later than 60 days after the First Amendment Effective Date (the“Post-Closing Date”), Borrower shall deliver the following to Administrative Agent (each in form and substance satisfactoryto the Administrative Agent):

(a) the Specified Mortgages;

(b) an opinion of counsel in the state in which any parcel of Specified Real Property is located from counsel,and in a form, reasonably satisfactory to the Administrative Agent;

(c) if any such parcel of Specified Real Property is determined by the Administrative Agent to be in a “SpecialFlood Hazard Area” as designated on maps prepared by the Federal Emergency Management Agency, a flood notificationform signed by the Borrower or such Loan Party and evidence that flood insurance is in place for the building and contents,all in form, substance and amount satisfactory to the Administrative Agent;

(d) the results of a recent lien search in the jurisdiction of organization of each Loan Party and each jurisdictionwhere assets of such Loan Parties are located, and the results of a recent title search on each parcel of Specified RealProperty, and such search shall reveal no Liens on any of the assets or properties of such Loan Parties except for lienspermitted by Section 6.02 or discharged on or prior to the Post-Closing Date pursuant to a pay-off letter or otherdocumentation satisfactory to the Administrative Agent;

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(e) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the AdministrativeAgent and otherwise in compliance with the terms of this Agreement and the Collateral Documents;

(f) (x) at least five (5) days prior to the Post-Closing Date, all documentation and other information regardingthe Loan Parties identified in the Collateral Documents or Loan Guaranty requested in connection with applicable “knowyour customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requestedin writing of such Loan Parties at least ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signedIRS Form W-8 or W-9, as applicable, for each such Loan Party, and to the extent any such Loan Party qualifies as a “legalentity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, anyLender that has requested, in a written notice to any such Loan Party at least the (10) days prior to the Post-Closing Date, aBeneficial Ownership Certification in relation to such Loan Party shall have received such Beneficial OwnershipCertification;

(g) resolutions and officers certificates of each Restricted Subsidiary that is a Loan Party, each reasonablysatisfactory to the Administrative Agent;

(h) deposit account control agreements and additional legal opinions with respect to the Security Agreementand Loan Guaranty to the extent requested by the Administrative Agent, each reasonably satisfactory to the AdministrativeAgent; and

(i) such other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counselmay have reasonably requested in connection with the Collateral Documents or the Loan Guaranty.

Additionally, on or promptly after the Second Amendment Effective Date (with promptness to be determined in acommercially reasonable manner), the Administrative Agent shall have received any appraisals of such Specified RealProperty subject to the Specified Mortgages to comply with the requirements of the Federal Financial Institutions Reform,Recovery and Enforcement Act of 1989 or other applicable Requirement of Law.

ARTICLE VI NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and allfees payable hereunder have been paid in full and all Letters of Credit have expired or terminated, in each case, without anypending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lendersthat:

SECTION 6.01. Priority Debt; Indebtedness. (a) On and after the Collateral Release Date, the Borrower will not,and will not permit any Restricted Subsidiary to, create, assume or incur or in any manner be or become liable in respect ofany Priority Debt, unless at the time of issuance thereof and after giving effect thereto and to the application of the proceedsthereof, Priority Debt shall not exceed 20% of Consolidated Total Capitalization. Any Person which becomes a RestrictedSubsidiary after the date of this Agreement shall, for all purposes of this Section 6.01(a), be deemed to have created,assumed or incurred, at the time it becomes a Restricted Subsidiary, all Priority Debt of such Person existing immediatelyafter it becomes a Restricted Subsidiary.

(b) Notwithstanding compliance with Section 6.01(a) or any other term of this Agreement, the Borrower will not,and will not permit any Restricted Subsidiary to, create, assume or incur or in any manner be or become liable in respect ofany Indebtedness incurred or otherwise created after the First Amendment

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Effective Date and prior to the Collateral Release Date, other than: (i) Obligations, (ii) SBA PPP Loans, (iii) GovernmentalStimulus Debt in an aggregate outstanding principal amount not in excess of $50,000,000, (iv) Indebtedness secured by anyExcluded Real Property in an aggregate outstanding principal amount not in excess of $5,000,000 and, (v) Indebtednessunder the Specified Convertible Senior Notes and any Permitted Refinancing Indebtedness in respect thereof, (vi) subject toSection 2.11(c), Indebtedness under other Convertible Securities (other than the Specified Convertible Senior Notes) in anaggregate outstanding principal amount not in excess of $50,000,000 issued after the Specified Convertible Senior Notes,(vii) Indebtedness constituting Contingent Obligations permitted by Section 6.04 and (viii) other Indebtedness that isunsecured and in an aggregate outstanding principal amount not in excess of $15,000,000.

SECTION 6.02. Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur,assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell anyincome or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Liens created pursuant to any Loan Document;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof andset forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or anyRestricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof andextensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) Liens existing on any property or asset prior to the acquisition thereof by the Borrower or any RestrictedSubsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof priorto the time such Person becomes a Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permittedhereunder, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming aRestricted Subsidiary, as the case may be, (iii) such Lien shall not apply to any other property or assets of the Borrower orany Restricted Subsidiary and (iv) such Lien shall secure only those obligations which it secures on the date of suchacquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals andreplacements thereof that do not increase the outstanding principal amount thereof;

(e) purchase money Liens on fixed or capital assets acquired, constructed or improved by the Borrower or anyRestricted Subsidiary after the Effective Date; provided that (i) such Liens and the Indebtedness secured thereby are incurredprior to or within 90 days after such acquisition or the completion of such construction or improvement, (ii) the Indebtednesssecured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iii) suchLiens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary;

(f) Liens in favor of the noteholders of the Senior Notes as long as such Liens are subject to the IntercreditorAgreement; and

(g) other Liens provided that the aggregate outstanding amount of Indebtedness secured by all such other Liensshall not exceed $50,000,000 at any time after the Effective Date and shall not result in a breach of Section 6.01, providedthat the Indebtedness permitted to be secured under this clause (g) shall not include any Material Credit Facility or similarIndebtedness or any refinancing or replacement thereof; provided further that the aggregate outstanding amount of anyincremental Indebtedness incurred during

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the Specified Period secured by all such other Liens shall not exceed $5,000,000 and shall not result in a breach of Section6.01(b).

SECTION 6.03. Fundamental Changes; Sale of Assets. (a) The Borrower shall not, and shall not suffer or permitany Restricted Subsidiary to purchase or otherwise acquire, whether in one or a series of transactions, all or a substantialportion of the business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, of any Person, orall or a substantial portion of the capital stock of or other ownership interest in any other Person; nor merge or consolidate oramalgamate with any other Person or take any other action having a similar effect, nor enter into any Joint Venture or similararrangement with any other Person; provided, however, that this Section 6.03 shall not prohibit any Acquisition by theBorrower or any of its Restricted Subsidiaries of any Person engaged in substantially the same business as the Borrower orsuch Restricted Subsidiary if (a) in the case of an Acquisition of stock or a merger, the acquired Person shall be immediatelymerged with and into the Borrower or such Restricted Subsidiary which shall be the surviving corporation, (b) the Term ALoans are paid in full, and (c) immediately after such Acquisition, no Default or Event of Default shall exist or shall haveoccurred and be continuing and, prior to the consummation of such Acquisition, the Borrower shall have provided to theAdministrative Agent (x) a certificate of a Financial Officer (attaching computations to demonstrate compliance with allfinancial covenants hereunder) stating that such Acquisition complies with this Section 6.03 and will not cause a Default orEvent of Default to occur or continue and that any other conditions under this Agreement and the other Loan Documentsrelating to such transaction have been satisfied and (y) an irrevocable written notice that it is reinstating the financialcovenants suspended prior to the First Amendment Effective Date in accordance with Section 6.09(f); and provided, further,that this Section 6.03 shall not prohibit any merger or, consolidation or asset or equity transfer solely between or among theBorrower and its Restricted Subsidiaries, so long as the Borrower (if a party thereto) or any Restricted Subsidiary is thesurviving person of such merger or consolidation or recipient of such asset or equity transfer. Notwithstanding any of theforegoing, the Borrower shall not, and shall not suffer or permit any Restricted Subsidiary to, (a) make any Acquisition ofany Person that has not been approved (prior to such Acquisition) by the board of directors or similar governing body ofsuch Person and as to which such approval has not been withdrawn; or (b) commit, or otherwise take steps, to make anyAcquisition of any Person if the board of directors or similar governing body of such Person has announced that it will, orhas commenced litigation to, oppose such Acquisition.

(b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent inany business other than businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date ofexecution of this Agreement and businesses reasonably related thereto.

(c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any Disposition or enterinto any agreement to make any Disposition, except (i) inventory sold in the ordinary course of business upon customarycredit terms and sales of obsolete or damaged material or equipment, (ii) any Disposition in respect of any PermittedConvertible Indebtedness Call Transaction due to the unwinding thereof in accordance with its terms, (iii) sales of assets inconnection with sale-leaseback transactions in an aggregate amount not to exceed $25,000,000 and (iiiiv) other sales ofassets not to exceed 10% of the consolidated total assets of the Borrower and its Restricted Subsidiaries in any Fiscal Year ofthe Borrower ending after the Effective Date; except that (x) any Restricted Subsidiary may sell, lease, transfer or otherwisedispose of its assets to the Borrower or any other Restricted Subsidiary; and (y) the Borrower may sell, lease, transfer orotherwise dispose of assets in excess of the limitations set forth above if the proceeds thereof (A) are used to purchase or arecommitted to purchase other property of a similar nature, or other real estate or other property reasonably acceptable to theAdministrative Agent, of at least equivalent value within one year of such sale, lease, transfer or other disposition or (B) areused to prepay Senior Indebtedness (including the Loans) on a pro-rata basis; provided that all Dispositions permitted

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under this subclause (c) shall be made for fair value and on an arms’ length basis during the Specified Period.

SECTION 6.04. Investments, Loans, Advances. The Borrower shall not and shall not suffer or permit anyRestricted Subsidiary to make or commit to make any Investment, other than:

(a) Permitted Investments – Cash Equivalents;

(b) Investments in its existing Restricted Subsidiaries (other than Excluded Subsidiaries during the SpecifiedPeriod);

(c) Investments in new Restricted Subsidiaries (other than Excluded Subsidiaries during the Specified Period)engaged in businesses of the type conducted by the Borrower and its Restricted Subsidiaries on the date of execution of thisAgreement and businesses reasonably related thereto;

(d) loans or advances to franchisees not to exceed $10,000,000, on a consolidated basis, in the aggregate at any timeafter the Effective Date other than during a Specified Period;

(e) existing Investments listed in the attached Schedule 6.04,

(f) Investments required under Deferred Equity Contribution Obligations,

(g) Investments (excluding Contingent Obligations) in owners of properties or businesses managed by the Borroweror a Restricted Subsidiary, consistent with the Borrower’s existing business practices or policies;

(h) subject to Section 2.09(c), Investments permitted under clause (iii)(y)(A) of Section 6.03(c),

(i) Investments, consisting of Contingent Obligations, in owners of properties or businesses managed by theBorrower or a Restricted Subsidiary not to exceed $25,000,000, on a consolidated basis, in the aggregate at any time afterthe Effective Date;

(j) investments by the Borrower’s captive insurance Subsidiary consistent with its investment policy and currentpractices approved by the Administrative Agent from time to time; and (k) other Investments

(k) investments by the Borrower consisting of Convertible Securities acquired in connection with the conversion orexchange of the Convertible Securities; provided that (x) to the extent such Convertible Securities are converted orexchanged into Equity Interests, such Equity Interests shall be Qualified Equity Interests of the Borrower, and (y) to theextent such conversion or exchange involves any cash payment or any other payment not consisting of Qualified EquityInterests of the Borrower (excluding cash in lieu of fractional shares), both before and immediately after giving effect to anysuch prepayment or defeasance, (A) the Borrower is in compliance with the financial covenants in this Agreement as ineffect prior to the First Amendment Effective Date (and has irrevocably elected to have the financial covenants in thisAgreement as in effect prior to the First Amendment Effective Date become effective in accordance with Section 6.09(f))and (B) no Default or Event of Defaults exists;

(l) investments represented by Permitted Convertible Indebtedness Call Transactions; and

(m) other Investments (including Contingent Obligations) not to exceed $25,000,000 on a consolidated basis, in theaggregate at any time after the Effective Date; provided, however, that (i) the

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Borrower and its Restricted Subsidiaries shall only be permitted to make or commit to make any other Investments(including Contingent Obligations) during the Specified Period if on a consolidated basis and in the aggregate such otherInvestments do not exceed $5,000,000 and (ii) notwithstanding anything herein to the contrary, Investments made in or toPfister LLC during the Specified Period shall not exceed $5,000,000 in the aggregate.

SECTION 6.05. Swap Agreements. The Borrower will not, and will not permit any of its Restricted Subsidiaries to,enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borroweror any Restricted Subsidiary has actual exposure (other than thoseincluding any Permitted Convertible Indebtedness CallTransaction, but otherwise excluding Swap Agreements in respect of Equity Interests of the Borrower or any of its RestrictedSubsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixedto floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability orinvestment of the Borrower or any Restricted Subsidiary.

SECTION 6.06. Restricted Payments. The Borrower shall not declare or make any Restricted Payment if a Defaulthas occurred and is continuing or would result therefrom; provided, notwithstanding the foregoing, during any SpecifiedPeriod, the Borrower shall not declare or make any Restricted Payment other than (a) Restricted Payments payable solely inshares of the Borrower’s common stock, (b) Restricted Payments required pursuant to and in accordance with stock optionplans or other benefit plans for management or employees of the Borrower and its Subsidiaries in existence on the FirstAmendment Effective Date without any modification thereof, in each case so long as no Default has occurred and iscontinuing or would result therefrom, and (c) Restricted Payments in the firstthird fiscal quarter of 2021 notand in any fiscalquarter thereafter not to exceed $31,5000,000 and in the aggregate in the secondfor any such fiscal quarter of 2021 notexceed $3,000,000, in each case so long as no Default has occurred and is continuing or would result therefrom, and (d)Restricted Payments in connection with the Borrower’s entry into, and performance of its obligations under, any PermittedConvertible Indebtedness Call Transaction.

Notwithstanding the foregoing or anything to the contrary in this Agreement, the Borrower may repurchase, exchange orinduce the conversion of Convertible Securities by delivery of shares of Borrower’s common stock and/or a different seriesof Convertible Securities (which series (x) matures after, and does not require any scheduled amortization or other scheduledpayments of principal prior to, the analogous date under the indenture governing the Convertible Securities that are sorepurchased, exchanged or converted and (y) has terms, conditions and covenants that are no less favorable to the Borrowerthan the Convertible Securities that are so repurchased, exchanged or converted (as determined by the Borrower in goodfaith)) (any such series of Convertible Securities, “Refinancing Convertible Securities”) and/or by payment of cash (in anamount that does not exceed the proceeds received by the Borrower from the substantially concurrent issuance of shares ofthe Borrower’s common stock and/or Refinancing Convertible Securities plus the net cash proceeds, if any, received by theBorrower pursuant to the related exercise or early unwind or termination of the related Permitted Convertible IndebtednessCall Transactions, if any, pursuant to the immediately following proviso); provided that, substantially concurrently with, or acommercially reasonable period of time before or after, the related settlement date for the Convertible Securities that are sorepurchased, exchanged or converted, the Borrower shall (and, for the avoidance of doubt, shall be permitted under thisSection 6.06 to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion ofany Permitted Convertible Indebtedness Call Transactions, if any, corresponding to such Convertible Securities that are sorepurchased, exchanged or converted.

SECTION 6.07. Transactions with Affiliates. The Borrower will not, and will not permit any of its RestrictedSubsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire anyproperty or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinarycourse of business at prices and on terms and conditions not less

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favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm's-length basis from unrelated thirdparties, (b) transactions between or among the Borrower and its wholly owned Restricted Subsidiaries not involving anyother Affiliate and (c) any Restricted Payment permitted by Section 6.06.

SECTION 6.08. Restrictive Agreements. The Borrower will not, and will not permit any of its RestrictedSubsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits,restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permitto exist any Lien upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or otherdistributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or anyother Restricted Subsidiary or to guarantee, or incur any other Contingent Obligation with respect to, Indebtedness of theBorrower or any other Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditionsimposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the datehereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modificationexpanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions andconditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided suchrestrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder,(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to securedIndebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securingsuch Indebtedness and, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contractsrestricting the assignment thereof, and (vi) the foregoing shall not apply to the restrictions or conditions imposed by or inconnection with any of the Senior Notes, any Convertible Securities or any Permitted Refinancing Indebtedness in respectthereof or any Permitted Convertible Indebtedness Call Transactions or by any customary restrictions or conditions imposedby or in connection with any similar Indebtedness permitted under this Agreement.

SECTION 6.09. Financial Covenants. (a) Consolidated Debt to Capitalization Ratio. The Borrower shall notpermit or suffer the Consolidated Debt to Capitalization Ratio to exceed at any time 0.55 to 1.0.

(b) Consolidated Fixed Charge Coverage Ratio. The Borrower shall not permit or suffer the Consolidated FixedCharge Coverage Ratio at end of any Fiscal Quarter endending after June 30, 2022, as calculated for the four Fiscal Quartersthen ending, to be less than 3.0 to 1.0.

(c) Minimum Consolidated EBITDA. The Borrower shall not permit or suffer Consolidated EBITDA to be lessthan or equal to: (i) negative $57,000,0000 as of June 25September 30, 20201 for the Fiscal Quarter then ending, (ii)negative $920,000,000 as of SDeptcember 2430, 20201 for the two consecutive Fiscal Quarters then ending, (iii) negative$635,000,000 as of DecemberMarch 31, 20202 for the three consecutive Fiscal Quarters then ending, or (iv) negative$460,000,000 as of April 1June 30, 20212 for the four consecutive Fiscal Quarters then ending, or (v) $42,000,000 as of July1, 2021 for the four consecutive Fiscal Quarters then ending.

(d) Minimum Liquidity. The Borrower shall not permit or suffer Consolidated Liquidity to be less than orequal to: (i) $1025,000,000 as of June 25, 2020, (ii) $67,000,000 as of September 24, 2020, (iii) $78125,5000,000 as ofDecember 31, 2020, (iviii) $83100,000,000 as of April 1, 2021, (iv) $100,000,000 as of July 1, 2021, or (v)$103,500,000,000 as of July 1the end of any Fiscal Quarter thereafter until and including the Fiscal Quarter ending June 30,20212; provided, however, that each such required minimum Consolidated Liquidity amount shall be reduced to$50,000,000 for each such testing date if the Term A Loans are paid in full as of such date.

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(e) Capital Expenditures. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, incur ormake any Capital Expenditures in the aggregate for the Borrower and its Restricted Subsidiaries during (i) the periodbeginning on April 1, 2020 through and including December 31, 2020 in excess of the sum of $22,500,000 plus SocialDistancing Capital Expenditures for such period or (ii) Fiscal Year 2021 in excess of $50,000,000 plus Social DistancingCapital Expenditures for such Fiscal Year; provided that this Section 6.09(e) shall not be operative after the end of theSpecified Period.

(f) Suspension of Certain Financial Covenants. The testing of the Consolidated Fixed Charge Coverage Ratiounder subclause (b) of this Section 6.09 shall be suspended beginning on the First Amendment Effective Date through anduntil the earlier of (x) September 249, 20212 and (y) the date on which the Borrower sends the Administrative Agent anirrevocable written notice that it is reinstating the testing of the Consolidated Fixed Charge Coverage Ratio so suspended onthe First Amendment Effective Date. The Consolidated Fixed Charge Coverage Ratio will then resume testing beginning onthe last day of the Fiscal Quarter ending September 249, 20212 if such covenant is reinstated in accordance with clause (x)or on the last day of such Fiscal Quarter in which Borrower sends the Administrative Agent an irrevocable written notice inaccordance with clause (y).

SECTION 6.10. Amendments of Organization Documents. The Borrower will not, and will not permit anyRestricted Subsidiary to, amend any of its Organization Documents in any respect that could reasonably be expected to havea Material Adverse Effect.

SECTION 6.01. Accounting Changes. The Borrower will not, and will not permit any Restricted Subsidiary to,make any change in (a) its accounting policies or reporting practices, except as required by GAAP, or (b) its Fiscal Year orFiscal Quarters.

SECTION 6.02. Prepayments, Etc. of Subordinated Indebtedness and Senior Notes.

(a) The Borrower will not, and will not permit any Restricted Subsidiary to, prepay, redeem, purchase, defease orotherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of anysubordination terms of, any Subordinated Indebtedness.

(b) The Borrower will not make any voluntary cash prepayments on or defeasance of the Senior Notes, theSpecified Convertible Senior Notes or any other Convertible Securities (excluding upon the conversion of any SpecifiedConvertible Senior Notes or any other Convertible Securities into Qualified Equity Interests or cash in lieu of fractionalshares) unless (i) the Term A Loans have been paid in full and (ii) both before and immediately after giving effect to anysuch prepayment or defeasance, (A) Borrower is in compliance with the financial covenants in this Agreement as in effectprior to the First Amendment Effective Date (and has irrevocably elected to have the financial covenants in this Agreementas in effect prior to the First Amendment Effective Date become effective in accordance with Section 6.09(f)) and (B) noDefault or Event of Defaults exists.; provided, that notwithstanding the foregoing, upon the conversion of any SpecifiedConvertible Senior Notes or any other Convertible Securities, the Borrower shall be permitted to pay or deliver cash,Qualified Equity Interests or a combination of cash and Qualified Equity Interests, at the Borrower’s election, to the extentthat, both before and immediately after giving effect to any such payment or delivery, (A) Borrower is in compliance withthe financial covenants in this Agreement as in effect on the date of such transaction and (B) no Default or Event of Defaultsexists.

ARTICLE VII EVENTS OF DEFAULT

If any of the following events ("Events of Default") shall occur:

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(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LCDisbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed forprepay ment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amountreferred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable,and such failure shall continue unremedied for a period of five days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any RestrictedSubsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in anyreport, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or anyamendment or modification hereof or waiver hereunder, shall prove to have been incorrect when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02,5.03 (with respect to the Borrower's existence), 5.08, 5.10, 5.11, 5.12, or 5.17 or in Article VI;

(e) the Borrower shall fail to observe or perform any covenant, condition or agree ment contained in this Agreement(other than those specified in clause (a), (b) or (d) of this Article), or any other Loan Document and such failure shallcontinue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (whichnotice will be given at the request of any Lender);

(f) the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest andregardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduledmaturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders ofany Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, orto require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that thisclause (g) shall not apply to (i) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of theproperty or assets securing such Indebtedness, or (ii) any conversion or settlement with respect to the Specified ConvertibleSenior Notes in accordance with their terms;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,reorganization or other relief in respect of the Borrower or any Restricted Subsidiary or its debts, or of a substantial part ofits assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effector (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or anyRestricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continueundismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petitionseeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership orsimilar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver,trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Restricted Subsidiary or for asubstantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such

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proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting anyof the foregoing;

(j) the Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally topay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall berendered against the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remainundischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shallbe legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Restricted Subsidiary toenforce any such judgment;

(l) an ERISA Event shall have occurred that, in the reasonable opinion of the Required Lenders, when takentogether with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowerand its Restricted Subsidiaries in an aggregate amount exceeding $5,000,000 for all periods;

(m) a Change of Control shall occur;

(n) any Loan Document, at any time after its execution and delivery and for any reason other than as expresslypermitted hereunder or thereunder or the satisfaction in full of all the Obligations, shall cease to be in full force and effect; orany Loan Party (or any Person by, through or on behalf of any Loan Party), shall contest in any manner the validity orenforceability of any provision of any Loan Document; or any Loan Party shall deny that it has any or further liability orobligation under any provision of any Loan Document, or purport to revoke, terminate or rescind any provision of any LoanDocument;

(o) except as provided in Section 5.13(b), until after the Collateral Release Date, the Loan Guaranty shall fail toremain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of theLoan Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty which it is aparty, or any Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall givenotice to such effect, including, but not limited to any notice of termination delivered pursuant to the terms of any LoanGuaranty;

(p) prior to the Collateral Release Date, except as permitted by the terms of any Collateral Document or theIntercreditor Agreement and except as provided in Section 5.13(b), (i) any Collateral Document shall for any reason fail tocreate a valid security interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Obligationshall cease to be a perfected, first priority Lien; or

(q) except as provided in Section 5.13(b), any Collateral Document shall fail to remain in full force or effect or anyaction shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document.

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article),and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of theRequired Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loansthen out standing to be due and payable in whole (or in part, in which case any principal not so declared to be due andpayable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be dueand payable, together with accrued interest thereon and all fees and other obligations of the Borrower

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accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of anykind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described inclause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans thenoutstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder,shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of whichare hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, theAdministrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to theLoans and other Obligations under the Loan Documents as permitted hereunder and exercise any rights and remediesprovided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided underthe UCC.

ARTICLE VIII THE ADMINISTRATIVE AGENT

SECTION 8.01. Authorization and Action. (a) Each Lender and each Issuing Bank herebyirrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors andassigns to serve as the administrative agent under the Loan Documents and each Lender and each Issuing Bank authorizesthe Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement andthe other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powersas are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than withinthe United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers ofattorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or suchIssuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes theAdministrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents (includingthe Intercreditor Agreement) to which the Administrative Agent is a party, and to exercise all rights, powers and remediesthat the Administrative Agent may have under such Loan Documents, and each Lender shall be bound by the terms andprovisions thereof, as amended, restated or otherwise modified form time to time with the consent of the Required Lenders.

(b) As to any matters not expressly provided for herein and in the other Loan Documents(including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take anyaction, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining fromacting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall benecessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall bebinding upon each Lender and each Issuing Bank; provided, however, that the Administrative Agent shall not be required totake any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agentreceives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks withrespect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including anyaction that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency orreorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a DefaultingLender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors;provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to theexercise of any such instructed action and may refrain from acting until such clarification or direction has been provided.Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shallnot be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any ofthe foregoing that is communicated to or obtained by

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the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall requirethe Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of anyof its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing thatrepayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c) In performing its functions and duties hereunder and under the other Loan Documents, theAdministrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstancesexpressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical andadministrative in nature. Without limiting the generality of the foregoing:

(i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation orduty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of anyother obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether aDefault or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of theterm “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agentis not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrineof any applicable law, and that such term is used as a matter of market custom and is intended to create or reflectonly an administrative relationship between contracting parties); additionally, each Lender agrees that it will notassert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by theAdministrative Agent in connection with this Agreement and/or the transactions contemplated hereby;

(ii) where the Administrative Agent is required or deemed to act as a trustee in respect of any collateral, ifany, over which a security interest has been created pursuant to a Loan Document expressed to be governed by thelaws of country, or is required or deemed to hold any collateral “on trust” pursuant to the foregoing, the obligationsand liabilities of the Administrative Agent to the secured parties in its capacity as trustee shall be excluded to thefullest extent permitted by applicable law; and

(iii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account toany Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account;

(d) The Administrative Agent may perform any of its duties and exercise its rights and powershereunder or under any other Loan Document by or through any one or more sub-agents appointed by the AdministrativeAgent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise theirrespective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall applyto any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to theirrespective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence ormisconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final andnonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection ofsuch sub-agent.

(e) None of any Syndication Agent, any Co-Documentation Agent or any Arranger shall haveobligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur noliability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided forhereunder.

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(f) In case of the pendency of any proceeding with respect to any Loan Party under any Federal,state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent(irrespective of whether the principal of any Loan or any other Obligation shall then be due and payable as herein expressedor by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on theBorrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respectof the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such otherdocuments as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and theAdministrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicialproceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and todistribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding ishereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in theevent that the Administrative Agent shall consent to the making of such payments directly to the Lenders or the IssuingBanks, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the LoanDocuments (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agentto authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization,arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorizethe Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

(g) The provisions of this Article are solely for the benefit of the Administrative Agent, theLenders and the Issuing Banks, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject tothe conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shallhave any rights as a third party beneficiary under any such provisions. Each Lender, each Issuing Bank and their respectiveAffiliates, whether or not a party hereto, will be deemed, by its acceptance of the benefits of any collateral and of theguarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.

SECTION 8.02. Administrative Agent’s Reliance, Indemnification, Etc. (a) Neither theAdministrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by suchparty, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other LoanDocuments (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of theLenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under thecircumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct(such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations orwarranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or inany certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agentunder or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness,genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any LoanParty to perform its obligations hereunder or thereunder.

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(b) The Administrative Agent shall be deemed not to have knowledge of any Default unless anduntil written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Borrower, aLender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquireinto (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of anycertificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance ofany of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of anyDefault, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any otheragreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any LoanDocument, other than to confirm receipt of items (which on their face purport to be such items) expressly required to bedelivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described thereinbeing acceptable or satisfactory to the Administrative Agent, or (vi) the creation, perfection or priority of Liens on anycollateral.

(c) Without limiting the foregoing, the Administrative Agent (i) may treat the payee of anypromissory note as its holder until such promissory note has been assigned in accordance with Section 9.04, (ii) may rely onthe Register to the extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to theBorrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken oromitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes nowarranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for anystatements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or anyother Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuanceof a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume thatsuch condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice tothe contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of suchLetter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or anyother Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be afax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally orby telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties(whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

SECTION 8.03. Posting of Communications. (a) The Borrower agrees that the AdministrativeAgent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Banks byposting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen bythe Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(b) Although the Approved Electronic Platform and its primary web portal are secured withgenerally-applicable security procedures and policies implemented or modified by the Administrative Agent from time totime (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform issecured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on adeal-by-deal basis, each of the Lenders, each of the Issuing Banks and the Borrower acknowledges and agrees that thedistribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is notresponsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved ElectronicPlatform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, eachof the Issuing Banks and the Borrower hereby approves distribution of the Communications through the ApprovedElectronic Platform and understands and assumes the risks of such distribution.

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(c) THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS AREPROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOTWARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THEAPPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONSIN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND,EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OROTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THECOMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THEADMINISTRATIVE AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY SYNDICATIONAGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVEANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON ORENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL ORCONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE)ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OFCOMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

“Communications” means, collectively, any notice, demand, communication, information, document or other materialprovided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein whichis distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuantto this Section, including through an Approved Electronic Platform.

(d) Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence)specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery ofthe Communications to such Lender for purposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notifythe Administrative Agent in writing (which could be in the form of electronic communication) from time to time of suchLender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronictransmission and (ii) that the foregoing notice may be sent to such email address.

(e) Each of the Lenders, each of the Issuing Banks and the Borrower agrees that theAdministrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store theCommunications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicabledocument retention procedures and policies.

(f) Nothing herein shall prejudice the right of the Administrative Agent, any Lender or anyIssuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified insuch Loan Document.

SECTION 8.04. The Administrative Agent Individually. With respect to its Commitment, Loans(including Swingline Loans), Letter of Credit Commitments and Letters of Credit, the Person serving as the AdministrativeAgent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations andliabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “IssuingBanks”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, includethe Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, asapplicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, ownsecurities of, act

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as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or otherbusiness with, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as theAdministrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.

SECTION 8.05. Successor Administrative Agent. (a) The Administrative Agent may resign atany time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks and the Borrower, whether or not asuccessor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right toappoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by theRequired Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s givingof notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appointa successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any suchbank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval maynot be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon theacceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor AdministrativeAgent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring AdministrativeAgent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiringAdministrative Agent shall be discharged from its duties and obligations under this Agreement and the other LoanDocuments. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiringAdministrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agentits rights as Administrative Agent under the Loan Documents.

(b) Notwithstanding paragraph (a) of this Section, in the event no successor AdministrativeAgent shall have been so appointed and shall have accepted such appointment within 30 days after the retiringAdministrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of theeffectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectivenessof such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties andobligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any securityinterest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, theretiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of theSecured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, inthe case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each caseuntil such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with thisSection (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take anyfurther action under any Security Document, including any action required to maintain the perfection of any such securityinterest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and dutiesof the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other LoanDocument to the Administrative Agent for the account of any Person other than the Administrative Agent shall be madedirectly to such Person and (B) all notices and other communications required or contemplated to be given or made to theAdministrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness ofthe Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well asany exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue ineffect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect ofany actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting asAdministrative Agent.

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SECTION 8.06. Acknowledgements of Lenders and Issuing Banks. (a) Each Lender representsthat it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has,independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any Co-Documentation Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on suchdocuments and information as it has deemed appropriate, made its own credit analysis and decision to enter into thisAgreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will,independently and without reliance upon the Administrative Agent, any Arranger any Syndication Agent, any Co-Documentation Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on suchdocuments and information (which may contain material, non-public information within the meaning of the United Statessecurities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to makeits own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or anyrelated agreement or any document furnished hereunder or thereunder.

(b) Each Lender, by delivering its signature page to this Agreement on the Effective Date, ordelivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shallbecome a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each LoanDocument and each other document required to be delivered to, or be approved by or satisfactory to, the AdministrativeAgent or the Lenders on the Effective Date.

SECTION 8.07. Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Personbecame a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the datesuch Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Arranger and theirrespective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, thatat least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or moreBenefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption forcertain transactions determined by independent qualified professional asset managers), PTE 95-60 (a classexemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption forcertain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption forcertain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certaintransactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and thisAgreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (withinthe meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decisionon behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, theCommitments and this Agreement, (C) the entrance into, participation in, administration of and performance of theLoans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b)through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a)of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration ofand performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

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(iv) such other representation, warranty and covenant as may be agreed in writing between theAdministrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or suchLender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediatelypreceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender partyhereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being aLender party hereto, for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not,for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the AdministrativeAgent, or any Arranger, any Syndication Agent, any Co-Documentation Agent or any of their respective Affiliates is afiduciary with respect to any collateral or the assets of such Lender (including in connection with the reservation or exerciseof any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto orthereto).

(c) The Administrative Agent, and each Arranger, Syndication Agent and Co-Documentation Agent hereby informsthe Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity,in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactionscontemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to theLoans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain if itextended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interestin the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments inconnection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees,commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrativeagent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternatetransaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other earlytermination fees or fees similar to the foregoing.

SECTION 8.08. Collateral Matters.

(a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to aSecured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individuallyto realize upon any of the Collateral or to enforce any guarantee of the Obligations, it being understood and agreed that allpowers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf ofthe Secured Parties in accordance with the terms thereof; provided that, for so long as the Intercreditor Agreement is ineffect, any recourse to the Collateral as defined in the Intercreditor Agreement shall be through the Collateral Agent inaccordance with the terms of the Intercreditor Agreement. In its capacity, the Administrative Agent is a “representative” ofthe Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral ishereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized,and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documentsnecessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of theSecured Parties.

(b) In furtherance of the foregoing and not in limitation thereof, no arrangements in respect of Banking Servicesthe obligations under which constitute Obligations and no Swap Agreement the obligations under which constituteObligations, will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connectionwith the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. Byaccepting the benefits of the Collateral,

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each Secured Party that is a party to any such arrangement in respect of Banking Services or Swap Agreement, as applicable,shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under theLoan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations setforth in this paragraph.

(c) The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, tosubordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any LoanDocument to the holder of any Lien on such property that is permitted by Section 6.02(b). The Administrative Agent shallnot be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s or the CollateralAgent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the AdministrativeAgent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion ofthe Collateral.

SECTION 8.09. Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at thedirection of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all ofthe Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and insuch manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) atany sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of theBankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale,foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) theAdministrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection withany such credit bid and purchase, the Obligations owed to the Secured Parties shall be credit bid by the AdministrativeAgent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidatedclaims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of suchclaims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingentinterests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle orvehicles that are issued in connection with such purchase). In connection with any such bid (i) the Administrative Agentshall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisitionvehicle or vehicles (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemedwithout any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing suchsale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisitionvehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle orvehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, andthe governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees underthe terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be,irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the RequiredLenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle orvehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations whichwere credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any suchacquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party oracquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicleare not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount ofObligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle orotherwise), such Obligations shall automatically be reassigned to the Secured

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Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by anyacquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Partyor any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of eachSecured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Partyshall execute such documents and provide such information regarding the Secured Party (and/or any designee of the SecuredParty which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent mayreasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any creditbid or the consummation of the transactions contemplated by such credit bid.

SECTION 8.10. Flood Laws. JPMCB has adopted internal policies and procedures that address requirementsplaced on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the“Flood Laws”). JPMCB, as administrative agent or collateral agent on a syndicated facility, will post on the applicableelectronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives in connection with theFlood Laws. However, JPMCB reminds each Lender and Participant in the facility that, pursuant to the Flood Laws, eachfederally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible for assuring its owncompliance with the flood insurance requirements.

ARTICLE IX MISCELLANEOUS

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to begiven by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall bein writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent bytelecopy, as follows:

(i) if to the Borrower, to it at 100 East Wisconsin Ave. Suite 1900, Milwaukee, WI 53202, Attention: ChiefFinancial Officer (e-mail: dougneis@marcuscorp.com) and General Counsel (email:tomkissinger@marcuscorp.com).

(ii) if to the Administrative Agent or the Swingline Lender, to JPMorgan Chase Bank, N.A., Loan andAgency Services Group, 10 S. Dearborn St., Floor LS2, Chicago, Illinois, 60603-2003, Attention of Omolola Eneh(Facsimile No. 312-385-7103; Telephone 312-954-1007, email: jpm.agency.servicing4@jpmchase.com andomolola.eneh@chase.com

(iii) if to the Issuing Bank, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 10 S.Dearborn St., Floor 7, Chicago, Illinois, 60603-2003, Attention of Chicago LC Team (e-mail:Chicago.LC.agency.closing.team@jpmchase.com).

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its AdministrativeQuestionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have beengiven when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not givenduring normal business hours for the recipient, shall be deemed to have been given at the opening of business on the nextbusiness day for the recipient). Notices delivered through Electronic Systems or Approved Electronic Platforms, asapplicable, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Notices and other communications to the Lenders and the Issuing Bank hereunder may be

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delivered or furnished by using Electronic Systems or Approved Electronic Platforms, as applicable, pursuant to proceduresapproved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unlessotherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, inits discretion, agree to accept notices and other communications to it hereunder by using Electronic Systems or ApprovedElectronic Platforms, as applicable, pursuant to procedures approved by it; provided that approval of such procedures maybe limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mailaddress shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as bythe “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices orcommunications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intendedrecipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication isavailable and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, emailor other communication is not sent during the normal business hours of the recipient, such notice or communication shall bedeemed to have been sent at the opening of business on the next business day for the recipient.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder bynotice to the other parties hereto.

(d) Electronic Systems.

(i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, makeCommunications (as defined below) available to the Issuing Banks and the other Lenders by posting theCommunications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expresslydisclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied orstatutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-partyrights or freedom from viruses or other code defects, is made by any Agent Party in connection with theCommunications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties(collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the Issuing Bank or any otherPerson or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages,losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the AdministrativeAgent’s transmission of communications through an Electronic System. “Communications” means, collectively,any notice, demand, communication, information, document or other material provided by or on behalf of theBorrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by theAdministrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to thisSection, including through an Electronic System.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, the Issuing Bank orany Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof,nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforcesuch right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights andremedies of the Administrative

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Agent, the Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are notexclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document orconsent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted byparagraph (b) of this Section, and then such waiver or consent shall be effec tive only in the specific instance and for thepurpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter ofCredit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or theIssuing Bank may have had notice or knowledge of such Default at the time.

(b) Except as set forth in this Section 9.02, subject to Section 2.14(c) and (d) or as provided in Section 2.01(b) withrespect to increases in the Term A Commitments and Section 2.04 with respect to an Incremental Term Loan Amendment,neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended ormodified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by theBorrower and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreementsin writing entered into by the Administrative Agent and the applicable Loan Parties and other parties to such LoanDocument, with the consent of the Required Lenders; provided that no such agreement shall (i) increase any Commitment ofany Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or LCDisbursement or reduce the rate of interest (other than a waiver of default interest) thereon, or reduce or forgive any interest(other than a waiver of default interest) or fees or other amounts payable hereunder, without the written consent of eachLender directly affected thereby, (iii) postpone any scheduled date of payment of the principal amount of any Loan or LCDisbursement (excluding any reduction of the amount of, or any extension of the payment date for, the mandatoryprepayments required under Section 2.10), or any date for the payment of any interest, fees or other Obligations payablehereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of anyCommitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.18(b) or (c) in amanner that would alter the manner in which payments are shared, without the written consent of each Lender directlyaffected thereby (it being understood and agreed that (x) any increase in the total Commitments and related modificationsapproved by each Lender increasing any of its Commitments and by the Required Lenders shall not be deemed to alter themanner in which payments are shared or alter any other pro rata sharing of payments and (y) any “amend-and-extend”transaction that extends the Revolving Credit Maturity Date and/or any Term Loan Maturity Date only for those Lenders thatagree to such an extension (which extension may include increased pricing and fees for such extending Lenders, and whichextension shall not apply to those Lenders that do not approve such extension) shall not be deemed to alter the manner inwhich payments are shared or alter any other pro rata sharing of payments), (v) except as otherwise provided in this Section9.02, change any of the provisions of this Section or the definition of “Required Lenders”, “Required Revolving Lenders”,“Required Term Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (orLenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant anyconsent thereunder, without the written consent of each Lender (it being understood that, solely with the consent of theparties prescribed by Section 2.04 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may beincluded in the determination of Required Lenders and related terms on substantially the same basis as the Commitmentsand the Loans are included on the Effective Date), without the written consent of each Lender directly affected thereby, (vi)release any Guarantor from its obligation under its Loan Guaranty (except as provided in Section 5.13 of this Agreement oras otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender (other than anyDefaulting Lender), or (vii) except as provided in clause (d) of this Section or in any Collateral Document, release all orsubstantially all of the Collateral without the written consent of each Lender (other than any Defaulting Lender); providedfurther that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent,the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative

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Agent, the Issuing Bank or the Swingline Lender, as the case may be, and (y) the foregoing shall not prevent any amendmentcontemplated by the terms of Section 2.04 and in connection with any Incremental Term Loans the Borrower and theAdministrative Agent may agree to any required changes in the Credit Agreement not inconsistent with the terms of Section2.04. The Administrative Agent may also amend the Commitment Schedule to reflect assignments and other agreementsentered into pursuant to Section 9.04 or transactions under Section 2.04. Without limiting the foregoing, Section 2.20 maynot be amended or otherwise modified without the prior written consent of the Administrative Agent, the Issuing Bank andthe Swingline Lender.

(c) Notwithstanding Section 9.02(b), (i) this Agreement and any other Loan Document may be amended with thewritten consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans(as defined below) to permit the refinancing of all outstanding Term Loans or any replacement therefor (“Refinanced TermLoans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”), and all holders of the RefinancedTerm Loans shall no longer be Lenders of the Refinanced Term Loans hereunder upon the payment in full of the RefinancedTerm Loans and the Obligations relating thereto, (ii) this Agreement and any other Loan Document may be amended withthe written consent of the Required Lenders, Lenders providing one or more additional credit facilities, the AdministrativeAgent and the Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the extensions ofcredit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the“Incremental Credits”) to share ratably in the benefits of this Agreement and the other Loan Documents with the RevolvingLoans and Term Loans and other extensions of credit hereunder and the accrued interest and fees in respect thereof, (y) toinclude reasonably appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and(z) to make such other technical amendments as are reasonably deemed appropriate by the Administrative Agent and theBorrower in connection with the foregoing, (iii) no condition precedent to obtaining any Revolving Borrowing (includingwithout limitation by amending or waiving any provision of Article III, V, VI or VII if the effect of such amendment orwaiver would be to waive any such condition or otherwise allow the making of a Revolving Borrowing when it would nototherwise be permitted) or any other term directly relating to any Revolving Borrowing may be waived, amended ormodified except with the written consent of the Required Revolving Lenders, (iv) no condition precedent to obtaining anyTerm Loan Borrowing (including without limitation by amending or waiving any provision of Article III, V, VI or VII if theeffect of such amendment or waiver would be to waive any such condition or otherwise allow the making of a Term LoanBorrowing when it would not otherwise be permitted) or any other term directly relating to any Term Loan Borrowing maybe waived, amended or modified except with the written consent of the Required Term Lenders, (v) any waiver, amendmentor modification of this Agreement that by its terms affects the rights or duties under this Agreement of one Class of Lenders(but not of any other Class of Lenders) may be effected by an agreement or agreements in writing entered into by theAdministrative Agent, the Borrower and the requisite percentage in interest of the affected Class of Lenders that would berequired to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the timeand (vi) any waiver, amendment or modification of any commitment letter or fee letter may be effected by an agreement oragreements in writing entered into only by the parties thereto.

(d) The Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option andin its sole discretion, to release any Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties onany Collateral (i) upon the payment in full of all Obligations, and the cash collateralization of all unliquidated obligations ina manner satisfactory to each affected Lender, (ii) constituting property being sold or disposed of if the Loan Party disposingof such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms ofthis Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and tothe extent that the property being sold or disposed of constitutes 100% of the Equity Interests of a Subsidiary, theAdministrative Agent is authorized to release any Loan Guaranty provided by such

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Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in atransaction permitted under this Agreement, (iv) in accordance with Section 5.13 of this Agreement, or (v) as required toeffect any sale or other disposition of such Collateral in connection with any exercise of remedies of the AdministrativeAgent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent willnot release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that theAdministrative Agent may, in its discretion, release its Liens on Collateral valued in the aggregate not in excess of$1,000,000 during any calendar year without the prior written authorization of the Required Lenders (it being agreed that theAdministrative Agent may rely conclusively on one or more certificates of the Borrower as to the value of any Collateral tobe so released, without further inquiry). Any such release shall not in any manner discharge, affect, or impair theObligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of)all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part ofthe Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such releaseshall be without recourse to or warranty by the Administrative Agent.

(e) Notwithstanding anything herein to the contrary, Defaulting Lenders shall not be entitled to vote (whether toconsent or to withhold its consent) with respect to any amendment, modification, termination or waiver and, for purposes ofdetermining the Required Lenders, the Commitments and the Loans of such Defaulting Lender shall be disregarded exceptas provided in Section 2.20(c).

(f) Notwithstanding anything herein to the contrary, Lenders that are Ineligible Institutions shall not be entitledto vote (whether to consent or to withhold its consent) with respect to any amendment, modification, termination or waiverand, for purposes of determining the Required Lenders hereunder or all Lenders or any Lender directly affected under thisSection 9.02, the Commitments and the Loans of any Lender that is an Ineligible Institution shall be disregarded.

(g) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agentmay, with the consent of the Borrower only, amend, modify or supplement this Agreement or any of the other LoanDocuments as may be reasonably necessary or advisable to cure any error, ambiguity, omission, defect or inconsistency inorder to more accurately reflect the intent of the parties, provided that (x) prior written notice of such proposed cure shall begiven to the Lenders and (y) the Required Lenders do not object to such cure in writing to the Administrative Agent withinten Business Days of such notice.

(h) Notwithstanding anything to the contrary herein or in any other Loan Document, (i) no Real Property willbe taken as Collateral unless prior thereto each Lender shall have completed its flood insurance due diligence and floodinsurance compliance requirements, (ii) any Mortgage shall have covenants and representations reasonably satisfactory to allLenders with respect to flood insurance and related requirements, and (iii) any increase, extension or renewal of the creditfacilities under this Agreement shall be subject to flood insurance due diligence and flood insurance compliance reasonablysatisfactory to all Lenders.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocketexpenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursementsof counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, thepreparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocketexpenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter ofCredit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the

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Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for theAdministrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights inconnection with this Agreement, including its rights under this Section, or in connection with the Loans made or Letters ofCredit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring ornegotiations in respect of such Loans or Letters of Credit.

(a) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and each RelatedParty of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemniteeharmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges anddisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, inconnection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrumentcontemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation ofthe Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceedstherefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if thedocuments presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii)any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by theBorrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of itsSubsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided thatsuch indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties,liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee as determined bya court of competent jurisdiction by final and nonappealable judgment. This Section 9.03(b) shall not apply with respect toTaxes other than any Taxes that represent losses or damages arising from any non-Tax claim.

(b) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, theIssuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to theAdministrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender's Applicable Percentage(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaidamount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the casemay be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in itscapacity as such.

(c) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim againstany Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct oractual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrumentcontemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(d) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of theIssuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of itsrights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transferby the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights orobligations

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hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed toconfer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (includingany Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of thisSection) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, theIssuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons(other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or aportion of its Commitment, participations in Letters of Credit and the Loans at the time owing to it) with the prior writtenconsent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignmentunless it shall have objected thereto by written notice to the Administrative Agent within five (5) BusinessDays after having received notice thereof; provided that no consent of the Borrower shall be required for anassignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurredand is continuing, any other assignee;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall berequired for an assignment of (x) any Revolving Commitment to an assignee that is a Lender (other than aDefaulting Lender) with a Revolving Commitment immediately prior to giving effect to such assignmentand (y) all or any portion of any Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund;

(C) the Issuing Banks, provided that no consent of any Issuing Bank shall be required for anassignment of all or any portion of any Term Loan; and

(D) each Swingline Lender, provided that no consent of any Swingline Lender shall be required foran assignment of all or any portion of any Term Loan.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment ofthe entire remaining amount of the assigning Lender's Commitment or Loans of any Class, the amount ofthe Commitment or Loans of the assigning Lender subject to each such assignment (determined as of thedate the Assignment and Assumption with respect to such assignment is delivered to the AdministrativeAgent) shall not be less than $5,000,000 or, in the case of any Term Loan, $1,000,000 unless each of theBorrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrowershall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all theassigning Lender's rights and obligations under this Agreement, provided that this clause shall not beconstrued to prohibit the assignment of a proportionate part of all the assigning Lender's rights andobligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) anAssignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment andAssumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to theAssignment and Assumption are participants), together with a processing and recordation fee of $3,500; and

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(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent anAdministrative Questionnaire in which the assignee designates one or more credit contacts to whom allsyndicate-level information (which may contain material non-public information about the Borrower and itsrelated parties or its securities) will be made available and who may receive such information in accordancewith the assignee's compliance procedures and applicable laws, including Federal and state securities laws.

For the purposes of this Section 9.04(b), the term "Approved Fund" and “Ineligible Institution” have thefollowing meanings:

"Approved Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding orinvesting in bank loans and similar extensions of credit in the ordinary course of its business and that is administered ormanaged by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or managesa Lender.

“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a company,investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or(d) the Borrower or any of its Affiliates; provided that, such company, investment vehicle or trust shall not constitute anIneligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) ismanaged by a professional advisor, who is not such natural person or a relative thereof, having significant experience in thebusiness of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of itsactivities consist of making or purchasing commercial loans and similar extensions of credit in the ordinary course of itsbusiness.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from andafter the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party heretoand, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of aLender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned bysuch Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of anAssignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement,such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16,2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does notcomply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of aparticipation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shallmaintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and statedinterest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time(the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, theIssuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the termshereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. TheRegister shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable timeand from time to time upon reasonable prior notice.

(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lenderand an assignee or (y) to the extent applicable, an agreement incorporating an

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Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and theparties to the Assignment and Assumption are participants), the assignee's completed Administrative Questionnaire(unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to inparagraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section,the Administrative Agent shall accept such Assignment and Assumption and record the information containedtherein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make anypayment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), theAdministrative Agent shall have no obligation to accept such Assignment and Assumption and record theinformation therein in the Register unless and until such payment shall have been made in full, together with allaccrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has beenrecorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Bank or theSwingline Lender, sell participations to one or more banks or other entities (a "Participant"), other than an IneligibleInstitution, in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of itsCommitment and the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remainunchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of suchobligations; and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to dealsolely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Anyagreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain thesole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of thisAgreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of theParticipant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affectssuch Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17(subject to the requirements and limitations therein, including the requirements under Sections 2.17(f) and (g) (it beingunderstood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender and theinformation and documentation required under 2.17(g) will be delivered to the Borrower and the Administrative Agent)) tothe same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section;provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee underparagraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, withrespect to any participation, than its participating Lender would have been entitled to receive, except to the extent suchentitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired theapplicable participation. Each Lender that sells a participation agrees, at the Borrower's request and expense, to usereasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19(b) with respect to anyParticipant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though itwere a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. EachLender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on whichit enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interestin the Loans or other obligations under the Loan Documents (the "Participant Register"); provided that no Lender shall haveany obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or anyinformation relating to a Participant's interest in any Commitments, Loans, Letters of Credit or its other obligations underany Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment,Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States TreasuryRegulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treateach Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of

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this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in itscapacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under thisAgreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a FederalReserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no suchpledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any suchpledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower hereinand in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered tohave been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and themaking of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party oron its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice orknowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shallcontinue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any otheramount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as theCommitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shallsurvive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, therepayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination ofthis Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. (a) This Agreement may be executed in counterparts (andby different parties hereto on different counterparts), each of which shall constitute an original, but all of which when takentogether shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreementswith respect to (i) fees payable to the Administrative Agent and (ii) the reductions of the Letter of Credit Commitment ofany Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and supersede any andall previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided inSection 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and whenthe Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each ofthe other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respectivesuccessors and assigns.

(b) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. orany other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of amanually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words oflike import in or relating to any document to be signed in connection with this Agreement and the transactions contemplatedhereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each ofwhich shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereofor the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,including the Federal Electronic Signatures in Global and National Commerce Act, the New York State ElectronicSignatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided thatnothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its priorwritten consent.

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SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability withoutaffecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particularprovision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender (in anycapacity hereunder) and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extentpermitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, butexcluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise for the benefit of a third party) at anytime held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of theBorrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by suchLender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although suchobligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies(including other rights of setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall beconstrued in accordance with and governed by the law of the State of Wisconsin.

(a) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusivejurisdiction of any State court of Wisconsin and of the United States District Court for the Eastern District of Wisconsin, andany appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or forrecognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agreesthat all claims in respect of any such action or proceeding may be heard and determined in such Wisconsin State or, to theextent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action orproceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other mannerprovided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Bank or anyLender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its proper‐ ties in the courts of any jurisdiction.

(b) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectivelydo so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising outof or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto herebyirrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of suchaction or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices inSection 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any othermanner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHERTHEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OFANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)

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ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THISAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenienceof reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration ininterpreting, this Agreement.

SECTION 9.12. Confidentiality. (a) Each of the Administrative Agent, the Issuing Bank and the Lenders agrees tomaintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and itsAffiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it beingunderstood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Informationand instructed to keep such Information confidential), (ii) to the extent requested by any Governmental Authority (includingany self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required byapplicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement or by theAdministrative Agent or Collateral Agent to any other party to the Intercreditor Agreement, (v) in connection with theexercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement (including any other LoanDocument) or the enforcement of rights under the Loan Documents, (vi) subject to an agreement containing provisionssubstantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of orParticipant in, any of its rights or obligations under this Agreement or (y) any actual or prospective counterparty (or itsadvisors) to any swap or derivative transaction relating to the Borrower and its obligations, (vii) on a confidential basis to (1)any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein or (2)the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numberswith respect to the credit facilities provided for herein, (viii) with the consent of the Borrower or (ix) to the extent suchInformation (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to theAdministrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, "Information" means all information received from the Borrower relating to the Borroweror its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lenderon a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreementroutinely provided by arrangers to data service providers, including league table providers, that serve the lending industry;provided that, in the case of information received from the Borrower after the date hereof, such information is clearlyidentified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information asprovided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised thesame degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidentialinformation.

(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a)FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLICINFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVESECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDINGTHE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIALNON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(b) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT

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PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THEBORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVEAGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACTWHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION INACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interestrate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loanunder applicable law (collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which maybe contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law,the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall belimited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect ofsuch Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Chargespayable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor)until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment,shall have been received by such Lender.

SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act herebynotifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information thatidentifies the Borrower, which information includes the name and address of the Borrower and other information that willallow such Lender to identify the Borrower in accordance with the Act.

SECTION 9.15. Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understandingamong any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arisingunder any Loan Document may be subject to the write-down and conversion powers of an EEAthe applicable ResolutionAuthority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority toany such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected FinancialInstitution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in suchEEAAffected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwiseconferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rightswith respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down andconversion powers of any EEAthe applicable Resolution Authority.

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SECTION 9.16. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documentsprovide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC(such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as followswith respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Actand Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgatedthereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with theprovisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to begoverned by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceedingunder a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in propertysecuring such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent asthe transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC CreditSupport (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state ofthe United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceedingunder a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to suchSupported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercisedto no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the SupportedQFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Withoutlimitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a DefaultingLender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

SECTION 9.17. No Fiduciary Duty, etc.

(a) The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no CreditParty will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and eachCredit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to theLoan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or anagent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Partybased on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactionscontemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower asto any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consultwith its own advisors concerning such matters and shall be responsible for making its own independent investigation andappraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have noresponsibility or liability to the Borrower with respect thereto.

(b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, thateach Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading andbrokerage activities as well as providing investment banking and other financial services. In the ordinary course of business,any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its ownaccounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans andother obligations) of, the Borrower and other companies with which the Borrower may have commercial or otherrelationships. With respect to any securities and/or financial instruments so held by any Credit Party or any

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of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will beexercised by the holder of the rights, in its sole discretion.

(c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, thateach Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financialadvisory services) to other companies in respect of which the Borrower may have conflicting interests regarding thetransactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrowerby virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connectionwith the performance by such Credit Party of services for other companies, and no Credit Party will furnish any suchinformation to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use inconnection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidentialinformation obtained from other companies.

SECTION 9.18. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for thepurpose of perfecting Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, inaccordance with Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Shouldany Lender (other than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shallnotify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver suchCollateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’sinstructions

SECTION 9.19. Intercreditor Agreement. Each of the Secured Parties, whether by executing this Agreement oraccepting the benefits hereof and of the other Loan Documents, hereby (a) agrees to be bound by the terms of theIntercreditor Agreement and to comply with the terms thereof applicable to it, (b) irrevocably authorizes and directs theAdministrative Agent to execute and deliver the Intercreditor Agreement and to carry out the terms of the IntercreditorAgreement, (c) agrees to provide the Administrative Agent with any information or directions in connection with theIntercreditor Agreement requested by the Administrative Agent or Collateral Agent. Each of the Secured Parties agrees thatno Secured Party shall have any right of action whatsoever against the Administrative Agent as a result of any action takenby the Administrative Agent pursuant to this Agreement or in accordance with the terms of the Intercreditor Agreement.Without limiting any of the terms of this Agreement, the Administrative Agent shall have the benefit of the provisions of thisAgreement applicable to the Administrative Agent with respect to all actions taken by it pursuant to this Agreement or inaccordance with the terms of the Intercreditor Agreement to the full extent thereof, and JPMCB in its capacity as CollateralAgent shall have the benefit of all indemnification, reimbursement, liability waivers, waivers of fiduciary duties and similarterms as are applicable to JPMCB in its capacity as Administrative Agent to the full extent thereof.

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EXECUTION VERSION Exhibit 4.6

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS SECOND AMENDMENT dated as of June 26, 2020 (the or this “Second Amendment”) to the Note PurchaseAgreement (as defined below) is among The Marcus Corporation, a Wisconsin corporation (the “Company”), and each ofthe institutions set forth on the signature pages to this Second Amendment (collectively, the “Noteholders”).

RECITALS

A. The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated asof June 27, 2013 (the “Original Note Purchase Agreement”). The Company has heretofore issued $50,000,000 4.02%Senior Notes due August 14, 2025 (the “Notes”) pursuant to the Note Purchase Agreement.

B. The Company and the Noteholders have heretofore entered into that certain First Amendment to the NotePurchase Agreement dated as of April 29, 2020 (the “First Amendment”). The Original Note Purchase Agreement, asamended by that certain First Amendment is hereinafter referred to as the “Note Purchase Agreement”. As of the datehereof, $50,000,000 of the Notes are outstanding. The Noteholders are the holders of 100% of the outstanding principalbalance of the Notes.

C. The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but onlyin the respects, hereinafter set forth.

D. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note PurchaseAgreement unless herein defined or the context shall otherwise require.

E. All requirements of law have been fully complied with and all other acts and things necessary to make thisSecond Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have beendone or performed.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of thisSecond Amendment set forth in Section 2.1 hereof, and in consideration of good and valuable consideration the receipt andsufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

ARTICLE I

AMENDMENTS TO NOTE PURCHASE AGREEMENT

The introductory clause of Section 9.9(f) of the Note Purchase Agreement is hereby amended and restated asfollows:

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“(f) By no later than August 14, 2020 (the “Post Closing Date”), the Company shall deliver the following toCollateral Agent (each in form and substance satisfactory to the Required Holders):”

ARTICLE II

CONDITIONS TO EFFECTIVENESS

Section 2.1. This Second Amendment shall not become effective until, and shall become effective (the “SecondAmendment Effective Date”) when, each and every one of the following conditions shall have been satisfied:

(a) executed counterparts of this Second Amendment, duly executed by the Company and the holders of100% of the outstanding Notes shall have been delivered to the Noteholders;

(b) the holders of Notes shall have received evidence satisfactory to them that the Note PurchaseAgreement dated as of December 21, 2016 has been amended substantially as proposed in the form annexed heretoas Exhibit A ;

(c) the Noteholders shall have received evidence satisfactory to them that the Bank Credit Agreementhave been amended substantially as proposed in the form annexed hereto as Exhibit B;

(d) the representations and warranties of the Company set forth Section 5 of the Note PurchaseAgreement, as amended by this Second Amendment, are true and correct on and with respect to the date hereof;

(e) the Noteholders shall have received a copy of the resolutions of the Board of Directors of theCompany authorizing the execution, delivery and performance by the Company of this Second Amendment,certified by its Secretary or an Assistant Secretary; and

(f) the Company shall have paid the fees and expenses of Chapman and Cutler LLP, counsel to theNoteholders, in connection with the negotiation, preparation, approval, execution and delivery of this SecondAmendment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1. To induce the Noteholders to execute and deliver this Second Amendment, the Company representsand warrants (which representations and warranties shall survive the execution and delivery of this Second Amendment) tothe Noteholders that:

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(a) this Second Amendment has been duly authorized, executed and delivered by the Company and thisSecond Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Companyenforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency,reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generallyor general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity orat law);

(b) the Note Purchase Agreement, as amended by this Second Amendment, constitutes the legal, validand binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms,except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws orequitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by the Company of this Second Amendment (i) has beenduly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consentor approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law,statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule,regulation or order of any other agency or government binding upon it, or (3) any provision of any indenture,agreement or other instrument to which it is a party or by which its properties or assets are or may be bound,including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with duenotice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause(iii)(A)(3) of this Section 3.1(c);

(d) as of the date hereof and after giving effect to this Second Amendment, no Default or Event ofDefault has occurred which is continuing; and

(e) The Company has not paid any consideration in connection with this Second Amendment or anysimilar amendment, waiver or modification in respect of other Debt of the Company other than legal fees andexpenses.

ARTICLE IV

MISCELLANEOUS

Section 4.1. This Second Amendment shall be construed in connection with and as part of the Note PurchaseAgreement, and except as modified and expressly amended by this Second Amendment, all terms, conditions and covenantscontained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

Section 4.2. Any and all notices, requests, certificates and other instruments executed and delivered after theexecution and delivery of this Second Amendment may refer to the Note Purchase Agreement without making specificreference to this Second Amendment but

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nevertheless all such references shall include this Second Amendment unless the context otherwise requires.

Section 4.3. The descriptive headings of the various Sections or parts of this Second Amendment are forconvenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.4. This Second Amendment shall be governed by and construed in accordance with New York law.

Section 4.5. Each Subsidiary Guarantor acknowledges that its consent to this Second Amendment is not required,but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Second Amendment and to the documentsand agreements referred to herein. Each Subsidiary Guarantor agrees and acknowledges that (i) notwithstanding theeffectiveness of this Second Amendment, each Subsidiary Guaranty (as the same may be amended, amended and restated,supplemented or otherwise modified from time to time) shall remain in full force and effect without modification thereto,and (ii) nothing herein shall in any way limit any of the terms or provisions of each Subsidiary Guaranty executed by anySubsidiary Guarantor, all of which are hereby ratified, confirmed and affirmed in all respects. Each Subsidiary Guarantorhereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect tothis section. Each Subsidiary Guarantor hereby further acknowledges that the Company may from time to time enter intoany further amendments, modifications, terminations and/or waivers of any provisions of the Note Purchase Agreementwithout notice to or consent from any Subsidiary Guarantor and without affecting the validity or enforceability of anySubsidiary Guaranty giving rise to any reduction, limitation, impairment, discharge or termination of any SubsidiaryGuaranty.

Section 4.6. This Second Amendment may be executed in one or more counterparts, each of which shall be deemedan original but all of which together shall constitute one and the same instrument. The execution hereof by the Companyshall constitute a contract between the Company and the Noteholders for the uses and purposes hereinabove set forth, andthis Second Amendment may be executed in any number of counterparts, each executed counterpart constituting an original,but all together only one agreement. Delivery of this Second Amendment by facsimile, electronic mail or other electronictransmission shall be effective as delivery of a manually executed counterpart hereof. The parties agree to electroniccontracting and signatures with respect to this Second Amendment. Delivery of an electronic signature to, or a signed copyof, this Second Amendment by facsimile, email or other electronic transmission shall be fully binding on the parties to thesame extent as the delivery of the signed originals and shall be admissible into evidence for all purposes. The words“execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed inconnection with this Second Amendment shall be deemed to include electronic signatures, the electronic matching ofassignment terms and contract formations on electronic platforms approved by the Company, or the keeping of records inelectronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signatureor the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,including the Federal Electronic Signatures in Global and National Commerce Act, the New York

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State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic TransactionsAct.

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SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth,and this Second Amendment may be executed in any number of counterparts, each executed counterpart constituting anoriginal, but all together only one agreement.

Very truly yours,

THE MARCUS CORPORATION

By: /s/ Steven S. BarteltName: Steven S. BarteltTitle: Assistant Secretary

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

ACKNOWLEDGED:

B & G SUN PRAIRIE, LLCB&G REALTY, LLCBROOKFIELD CORNERS DEVELOPMENT, LLCCAFE REFRESHMENTS, INC.CAPTAINS-KENOSHA, INC.CENTURY LAKES WP CINEMA, LLCCOLONY INNS RESTAURANT CORPORATIONCORNERS OF BROOKFIELD, LLCEFAH, LLCFAMILY ENTERTAINMENT, LLCFIRST AMERICAN FINANCE CORPORATIONGRAND GENEVA, LLCGRAYDIENT CREATIVE, LLCGS HOLDINGS, INC.HOSPITALITAS INDEMNITY, INC.INTERNATIONAL EXPORTS CHICAGO, LLCINTERNATIONAL EXPORTS, LLCMARCUS BIS PARTNERS, LLCMARCUS BIS, LLCMARCUS BLOOMINGTON, LLCMARCUS CINEMAS OF MINNESOTA AND ILLINOIS,INC.MARCUS CINEMAS OF OHIO, LLCMARCUS CINEMAS OF WISCONSIN, LLCMARCUS CONSID, LLCMARCUS DEVELOPMENT, LLCMARCUS EL PASO, LLCMARCUS FRANKLIN, LLCMARCUS HOTELS ASSOCIATES, INC.MARCUS HOTELS HOSPITALITY, LLCMARCUS HOTELS, INC.MARCUS HOUSTON, LLCMARCUS LINCOLN HOTEL, LLCMARCUS LINCOLN, LLCMARCUS MANAGEMENT LAS VEGAS, LLCMARCUS MARYLAND, LLCMARCUS MIDWEST, LLCMARCUS MURIETA, LLC

By: /s/ Steven S. BarteltName: Steven S. BarteltTitle: Assistant Secretary

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

ACKNOWLEDGED:

MARCUS NORTH HOLLYWOOD, LLCMARCUS NORTHSTAR, INC.MARCUS OMAHA, LLCMARCUS RESTAURANTS, INC.MARCUS RS, LLCMARCUS SCHIL, LLCMARCUS SKIRVIN, INC.MARCUS SOUTHPORT, LLCMARCUS SOUTHRIDGE DEVELOPMENT, LLCMARCUS SPB, LLCMARCUS THEATRES MANAGEMENT, LLCMARCUS THEATRES CORPORATIONMARCUS W, LLCMCS CAPITAL, LLCMH EXCHANGE HOLDINGS, LLCMH EXCHANGE III, LLCMH EXCHANGE IV, LLCMH EXCHANGE V, LLCMH EXCHANGE VI, LLCMH EXCHANGE, LLCMILWAUKEE CITY CENTER, LLCMMT LAPAGAVA, LLCMMT TEXNY, LLCMOORHEAD GREEN, LLCNEBRASKA ENTERTAINMENT, INC.PARKWOOD WESTPOINT PLAZA, LLCP-CORN ACQUISITIONS OF MINNESOTA ANDILLINOIS, LLCP-CORN ACQUISITIONS MISSOURI CORPORATIONP-CORN ACQUISITIONS, LLCPLATINUM CONDOMINIUM DEVELOPMENT, LLCPLATINUM HOLDINGS LAS VEGAS, LLCRESORT MISSOURI, LLCRUSH ONTARIO, LLCSAFARI MADISON, LLCSAUK RAPIDS CINEMA, LLCSHIP, LLCSPRINGDALE 2006, LLC

By: /s/ Steven S. BarteltName: Steven S. BarteltTitle: Assistant Secretary

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

THE NORTHWESTERN MUTUAL LIFE INSURANCECOMPANY

By: Northwestern Mutual Investment Management Company,LLC, Its Investment Adviser

By /s/ Daniel J. Julka Name: Daniel J. Julka Managing Director

We acknowledge that we hold $23,300,000 4.02% Senior Notes, dueAugust 14, 2025

NORTHWESTERN LONG TERM CARE INSURANCECOMPANY

By /s/ Daniel J. Julka Name: Daniel J. Julka Title: Its Authorized Representative

We acknowledge that we hold $700,000 4.02% Senior Notes, dueAugust 14, 2025

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

THE GUARDIAN LIFE INSURANCE COMPANY OFAMERICA

By /s/ Brian Keating Name: Brian Keating Title: Senior Managing Director

We acknowledge that we hold $11,000,000 4.02% Senior Notes, dueAugust 14, 2025

THE GUARDIAN INSURANCE & ANNUITY COMPANY,INC.

By /s/ Brian Keating Name: Brian Keating Title: Senior Managing Director

We acknowledge that we hold $2,000,000 4.02% Senior Notes, dueAugust 14, 2025

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.STATE OF WISCONSIN INVESTMENT BOARD

By /s/ Chris Presitgiacomo Name: Chris Presitgiacomo Title: Portfolio Manager

We acknowledge that we hold $13,000,000 4.02% Senior Notes, dueAugust 14, 2025

EXHIBIT A

[see attached]

EXHIBIT B

[see attached]

June 26, 2020

To: The Borrower and the Lenders under the Credit Agreement referenced below

Re: Credit Agreement dated as of January 9, 2020 (as amended, restated, modified or supplemented from time to time,the “Credit Agreement”) among the Marcus Corporation (the "Borrower"), the Lenders party hereto, and JPMorgan ChaseBank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), U.S. Bank National Association, asSyndication Agent, and Wells Fargo Bank, National Association and Bank of America, N.A., as Co-Documentation Agents.

Ladies/Gentlemen:

The Borrower has requested an extension of time to complete the post-closing matters required under the Section 5.17 of theCredit Agreement to August 14, 2020. This letter will confirm that the Lenders consent to such extension, and that theparties hereto agree that the “Post-Closing Date” under Section 5.17 of the Credit Agreement is modified from (a) 60 daysafter the First Amendment Effective Date to (b) August 14, 2020; provided that the noteholders of the Senior Notes consentto same extension under the agreements governing the Senior Notes.

The Borrower acknowledges and agrees that the consent contained herein is a limited, specific and one time consent asdescribed above, and shall not entitle the Borrower to any consent, waiver, amendment, modification or other change to, ofor in respect of any provision of any of the Loan Documents in the future in similar or dissimilar circumstances. Except asexpressly modified hereby, the Borrower acknowledges and agrees that each Loan Document is ratified and confirmed andshall remain in full force and effect, and it has no set off, counterclaim, defense or other claim or dispute with respect to anyLoan Document.

All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement. Thisletter may be executed in any number of counterparts, and signatures sent by facsimile or other electronic imaging shall beeffective as originals. This letter is a Loan Document. This letter shall not be effective as until it is signed by the Borrowerand the Required Lenders.

Marcus June 2020 Consent Letter Signature Page

Very truly yours,

JPMORGAN CHASE BANK, N.A., individually and asAdministrative Agent

By: /s/ Sally WeilandName: Sally WeilandTitle: Authorized Signer

Marcus June 2020 Consent Letter Signature Page

ACCEPTED AND AGREED:

THE MARCUS CORPORATION

By: /s/ Steven S. BarteltName: Steven S. BarteltTitle: Assistant Secretary

Marcus June 2020 Consent Letter Signature Page

U.S. BANK NATIONAL ASSOCIATION, individually andas Syndication Agent

By: /s/ Monica A. StarihaName:Monica A. StarihaTitle:Vice President

Marcus June 2020 Consent Letter Signature Page

WELLS FARGO BANK, NATIONAL ASSOCIATION,individually and as a Co- Documentation Agent

By: /s/ Jeanne ZeskeName: Jeanne ZeskeTitle: Senior Vice President

Marcus June 2020 Consent Letter Signature Page

BANK OF AMERICA, N.A.,individually and as a Co-Documentation Agent

By: /s/ Steven K. KesslerName: Steven K. KesslerTitle: Senior Vice President

Marcus June 2020 Consent Letter Signature Page

FIFTH THIRD BANK, NATIONAL ASSOCIATION

By: /s/ Kurt MarsanName: Kurt MarsanTitle: Vice President

Marcus June 2020 Consent Letter Signature Page

BMO HARRIS BANK, N.A.

By: /s/ Anthony W. BartellName: Anthony W. BartellTitle: Senior Vice President & Director

Marcus June 2020 Consent Letter Signature Page

ASSOCIATED BANK, N.A.

By: /s/ Dan HolzhauerName: Dan HolzhauerTitle: Senior Vice President

Exhibit 4.7

EXECUTION VERSION

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS THIRD AMENDMENT dated as of September 15, 2020 (the or this “Third Amendment”) to theNote Purchase Agreement (as defined below) is among The Marcus Corporation, a Wisconsin corporation (the“Company”), and each of the institutions set forth on the signature pages to this Third Amendment (collectively,the “Noteholders”).

RECITALS

A. The Company and each of the Noteholders have heretofore entered into the Note PurchaseAgreement dated as of June 27, 2013 (the “Original Note Purchase Agreement”). The Company has heretoforeissued $50,000,000 4.02% Senior Notes, due August 14, 2025 (the “Notes”) pursuant to the Note PurchaseAgreement. As of the date hereof, $50,000,000 of the Notes are outstanding.

B. The Company and the Noteholders have heretofore entered into that certain First Amendment tothe Note Purchase Agreement dated as of April 29, 2020 (the “First Amendment”) and that certain SecondAmendment to Note Purchase Agreement dated as of June 26, 2020 (the “Second Amendment”). The OriginalNote Purchase Agreement, as amended by that certain First Amendment and as further amended by that certainSecond Amendment is hereinafter referred to as the “Note Purchase Agreement”. As of the date hereof,$50,000,000 of the Notes are outstanding. The Noteholders are the holders of 100% of the outstanding principalbalance of the Notes.

C. The Company and the Noteholders now desire to amend the Note Purchase Agreement in therespects, but only in the respects, hereinafter set forth.

D. Capitalized terms used herein shall have the respective meanings ascribed thereto in the NotePurchase Agreement, as amended by this Third Amendment, unless herein defined or the context shall otherwiserequire.

E. All requirements of law have been fully complied with and all other acts and things necessary tomake this Third Amendment a valid, legal and binding instrument according to its terms for the purposes hereinexpressed have been done or performed.

STATEMENT OF AGREEMENT

NOW, THEREFORE, the Company and the Noteholders, in consideration of good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows:

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ARTICLE I

AMENDMENTS TO NOTE PURCHASE AGREEMENT

Effective upon the Third Amendment Effective Date (as hereinafter defined), the Note PurchaseAgreement is hereby amended to delete the stricken text (indicated textually in the same manner as the followingexample: stricken text) and to add the double−underlined text (indicated textually in the same manner as thefollowing example: double−underlined text) as set forth in the composite conformed copy of the Note PurchaseAgreement attached hereto as Exhibit A.

ARTICLE II

CONDITIONS TO EFFECTIVENESS

Section 2.1. This Third Amendment shall become effective as the date hereof when executedcounterparts of this Third Amendment, duly executed by the Company and the holders of 100% of the outstandingNotes shall have been delivered to the Noteholders. The changes to the Note Purchase Agreement effectuated byArticle I of this Third Amendment shall become effective on the date (such date, the “Third Amendment EffectiveDate”) when all of the following conditions have been (or, in the case of subsections (a), (b) and (c) below,substantially contemporaneously will be) satisfied, provided that such satisfaction occurs on or before the day 60days after the date of this Third Amendment:

(a) the Noteholders shall have received evidence reasonably satisfactory to them that the BankCredit Agreement have been amended substantially as proposed in the from annexed hereto annexedhereto as Exhibit B;

(b) the holders of Notes shall have received evidence reasonably satisfactory to them that theNote Purchase Agreement dated as of December 21, 2016 has been amended substantially as proposed inthe form annexed hereto as Exhibit C;

(c) the representations and warranties of the Company set forth Section 5 of the Note PurchaseAgreement, as amended by this Third Amendment, are true and correct on and with respect to the datehereof;

(d) the Specified Convertible Senior Notes and the transactions related thereto shall haveclosed, and the gross proceeds from the issuance of the Specified Convertible Senior Notes shall not beless than $75,000,000; and

(e) the Company shall have paid the fees and expenses of Chapman and Cutler LLP, counsel tothe Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of thisThird Amendment, together with the outstanding invoice of August 19, 2020 previously delivered to theCompany, to the extent invoiced within three (3) Business Days of the date of this Third Amendment.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1. To induce the Noteholders to execute and deliver this Third Amendment, the Companyrepresents and warrants (which representations and warranties shall survive the execution and delivery of thisThird Amendment) to the Noteholders, on the date hereof, that:

(a) this Third Amendment has been duly authorized, executed and delivered by the Companyand this Third Amendment constitutes the legal, valid and binding obligation, contract and agreement ofthe Company enforceable against it in accordance with its terms, except as enforcement may be limited bybankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to orlimiting creditors’ rights generally or general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law);

(b) as of the date of the Third Amendment Effective Date, the Note Purchase Agreement, asamended by this Third Amendment, will constitute the legal, valid and binding obligation, contract andagreement of the Company enforceable against it in accordance with its terms, except as enforcement maybe limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principlesrelating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by the Company of this Third Amendment (i) hasbeen duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does notrequire the consent or approval of any governmental or regulatory body or agency, and (iii) will not(A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws,(2) any order of any court or any rule, regulation or order of any other agency or government binding uponit, or (3) any provision of any indenture, agreement or other instrument to which it is a party or by whichits properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or(B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under anyindenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 3.1(c);

(d) upon giving effect to this Third Amendment, the representations and warranties of theCompany set forth Section 5 of the Note Purchase Agreement are true in all material respects on and as ofthe date hereof with the same force and effect as if made on and as of the date hereof (it being understoodand agreed that any representation or warranty which by its terms is made as of a specified date shall berequired to be true and correct in all material respects only as of such specified date, and that anyrepresentation or warranty which is subject to any materiality qualifier shall be required to be true andcorrect in all respects); and

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(e) as of the date hereof, no Default or Event of Default has occurred and is continuing, and noDefault or Event of Default will be caused upon giving effect to this Third Amendment.

ARTICLE IV

MISCELLANEOUS

Section 4.1. This Third Amendment shall be construed in connection with and as part of the NotePurchase Agreement, and except as modified and expressly amended by this Third Amendment, all terms,conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall beand remain in full force and effect.

Section 4.2. Any and all notices, requests, certificates and other instruments executed and deliveredafter the execution and delivery of this Third Amendment may refer to the Note Purchase Agreement withoutmaking specific reference to this Third Amendment but nevertheless all such references shall include this ThirdAmendment unless the context otherwise requires.

Section 4.3. The descriptive headings of the various Sections or parts of this Third Amendment are forconvenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.4. This Third Amendment shall be governed by and construed in accordance with New Yorklaw.

Section 4.5. Each Subsidiary Guarantor acknowledges that its consent to this Third Amendment is notrequired, but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Third Amendment and tothe documents and agreements referred to herein. Each Subsidiary Guarantor agrees and acknowledges that (i)notwithstanding the effectiveness of this Third Amendment, each Subsidiary Guaranty (as the same may beamended, amended and restated, supplemented or otherwise modified from time to time) shall remain in full forceand effect without modification thereto, and (ii) nothing herein shall in any way limit any of the terms orprovisions of each Subsidiary Guaranty executed by any Subsidiary Guarantor, all of which are hereby ratified,confirmed and affirmed in all respects. Each Subsidiary Guarantor hereby agrees and acknowledges that no otheragreement, instrument, consent or document shall be required to give effect to this section. Each SubsidiaryGuarantor hereby further acknowledges that the Company may from time to time enter into any furtheramendments, modifications, terminations and/or waivers of any provisions of the Note Purchase Agreementwithout notice to or consent from any Subsidiary Guarantor and without affecting the validity or enforceability ofany Subsidiary Guaranty giving rise to any reduction, limitation, impairment, discharge or termination of anySubsidiary Guaranty.

Section 4.6. This Third Amendment may be executed in one or more counterparts, each of which shallbe deemed an original but all of which together shall constitute one and the same instrument. The executionhereof by the Company shall constitute a contract between the Company and the Noteholders for the uses andpurposes hereinabove set forth, and this Third

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Amendment may be executed in any number of counterparts, each executed counterpart constituting an original,but all together only one agreement. Delivery of this Third Amendment by facsimile, electronic mail or otherelectronic transmission shall be effective as delivery of a manually executed counterpart hereof. The parties agreeto electronic contracting and signatures with respect to this Third Amendment. Delivery of an electronic signatureto, or a signed copy of, this Third Amendment by facsimile, email or other electronic transmission shall be fullybinding on the parties to the same extent as the delivery of the signed originals and shall be admissible intoevidence for all purposes. The words “execution,” “execute”, “signed,” “signature,” and words of like import inor related to any document to be signed in connection with this Third Amendment shall be deemed to includeelectronic signatures, the electronic matching of assignment terms and contract formations on electronic platformsapproved by the Company, or the keeping of records in electronic form, each of which shall be of the same legaleffect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeepingsystem, as the case may be, to the extent and as provided for in any applicable law, including the FederalElectronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures andRecords Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of page intentionally left blank]

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinaboveset forth, and this Third Amendment may be executed in any number of counterparts, each executed counterpartconstituting an original, but all together only one agreement.

Very truly yours,

THE MARCUS CORPORATION

By /s/ Douglas A. NeisName: Douglas A. NeisIts: Chief Financial Officer

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

ACKNOWLEDGED:

B & G SUN PRAIRIE, LLCB&G REALTY, LLCBROOKFIELD CORNERS DEVELOPMENT, LLCCAFE REFRESHMENTS, INC.CAPTAINS-KENOSHA, INC.CENTURY LAKES WP CINEMA, LLCCOLONY INNS RESTAURANT CORPORATIONCORNERS OF BROOKFIELD, LLCEFAH, LLCFAMILY ENTERTAINMENT, LLCFIRST AMERICAN FINANCE CORPORATIONGRAND GENEVA, LLCGRAYDIENT CREATIVE, LLCGS HOLDINGS, INC.HOSPITALITAS INDEMNITY, INC.INTERNATIONAL EXPORTS CHICAGO, LLCINTERNATIONAL EXPORTS, LLCMARCUS BIS PARTNERS, LLCMARCUS BIS, LLCMARCUS BLOOMINGTON, LLCMARCUS CINEMAS OF MINNESOTA AND ILLINOIS, INC.MARCUS CINEMAS OF OHIO, LLCMARCUS CINEMAS OF WISCONSIN, LLCMARCUS CONSID, LLCMARCUS DEVELOPMENT, LLCMARCUS EL PASO, LLCMARCUS FRANKLIN, LLCMARCUS HOTELS ASSOCIATES, INC.MARCUS HOTELS HOSPITALITY, LLCMARCUS HOTELS, INC.MARCUS HOUSTON, LLCMARCUS LINCOLN HOTEL, LLCMARCUS LINCOLN, LLCMARCUS MANAGEMENT LAS VEGAS, LLCMARCUS MARYLAND, LLCMARCUS MIDWEST, LLCMARCUS MURIETA, LLC

By:/s/ Douglas A. NeisName: Douglas A. NeisTitle: Chief Financial Officer

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

ACKNOWLEDGED:MARCUS NORTH HOLLYWOOD, LLCMARCUS NORTHSTAR, INC.MARCUS OMAHA, LLCMARCUS RESTAURANTS, INC.MARCUS RS, LLCMARCUS SCHIL, LLCMARCUS SKIRVIN, INC.MARCUS SOUTHPORT, LLCMARCUS SOUTHRIDGE DEVELOPMENT, LLCMARCUS SPB, LLCMARCUS THEATRES MANAGEMENT, LLCMARCUS THEATRES CORPORATIONMARCUS W, LLCMCS CAPITAL, LLCMH EXCHANGE HOLDINGS, LLCMH EXCHANGE III, LLCMH EXCHANGE IV, LLCMH EXCHANGE V, LLCMH EXCHANGE VI, LLCMH EXCHANGE, LLCMILWAUKEE CITY CENTER, LLCMMT LAPAGAVA, LLCMMT TEXNY, LLCMOORHEAD GREEN, LLCNEBRASKA ENTERTAINMENT, INC.PARKWOOD WESTPOINT PLAZA, LLCP-CORN ACQUISITIONS OF MINNESOTA AND ILLINOIS,LLCP-CORN ACQUISITIONS MISSOURI CORPORATIONP-CORN ACQUISITIONS, LLCPLATINUM CONDOMINIUM DEVELOPMENT, LLCPLATINUM HOLDINGS LAS VEGAS, LLCRESORT MISSOURI, LLCRUSH ONTARIO, LLCSAFARI MADISON, LLCSAUK RAPIDS CINEMA, LLCSHIP, LLCSPRINGDALE 2006, LLC

By:/s/ Douglas A. NeisName: Douglas A. NeisTitle: Chief Financial Officer

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

THE NORTHWESTERN MUTUAL LIFEINSURANCE COMPANY

By: Northwestern Mutual Investment ManagementCompany, LLC, Its Investment Adviser

By /s/ Daniel J. JulkaName: Daniel J. JulkaManaging Director

We acknowledge that we hold $23,300,000 4.02% Senior Notes,due August 14, 2025

NORTHWESTERN LONG TERM CAREINSURANCE COMPANY

By /s/ Daniel J. JulkaName: Daniel J. JulkaTitle: Its Authorized Representative

We acknowledge that we hold $700,000 4.02% Senior Notes, dueAugust 14, 2025

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

THE GUARDIAN LIFE INSURANCE COMPANY OFAMERICA

By /s/ Brian KeatingName: Brian KeatingTitle: Senior Managing Director

We acknowledge that we hold $11,000,000 4.02% Senior Notes, dueAugust 14, 2025

THE GUARDIAN INSURANCE & ANNUITYCOMPANY, INC.

By /s/ Brian KeatingName: Brian KeatingTitle: Senior Managing Director

We acknowledge that we hold $2,000,000 4.02% Senior Notes, dueAugust 14, 2025

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

STATE OF WISCONSIN INVESTMENT BOARD

By /s/ Christopher P. PrestigiacomoName: Christopher P. PrestigiacomoTitle: Portfolio Manager

We acknowledge that we hold $13,000,000 4.02% Senior Notes,due August 14, 2025

EXHIBIT A

Composite Copy of Note Purchase Agreement1

Reflecting Third Amendment to the Note Purchase Agreement

[see attached]

1 The Composite Copy of the Note Purchase Agreement is a copy of the Execution Version of the Note Purchase Agreementdated as of June 27, 2013. The “blackline” reflects changes as of the Effective Date of the Third Amendment from the existingthe Note Purchase Agreement.

EXHIBIT A TO AMENDMENT AGREEMENT DATED AS OF APRILSEPTEMBER 2915, 2020

THE MARCUS CORPORATION

$50,000,000 4.02% Senior Notes, due August 14, 2025

______________

NOTE PURCHASE AGREEMENT

______________

Dated June 27, 2013

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TABLE OF CONTENTS

SECTION HEADING PAGE

SECTION 1. AUTHORIZATION OF NOTES 1

Section 1.1. Description of Notes 1Section 1.2. Interest Rate 1Section 1.3. Specified Period Fee 1

SECTION 2. SALE AND PURCHASE OF NOTES 2

SECTION 3. CLOSING 2

SECTION 4A. CONDITIONS TO EXECUTION AND DELIVERY 2

Section 4A.1. Resolution 2

SECTION 4B. CONDITIONS TO CLOSING 3

Section 4B.1. Representations and Warranties 3Section 4B.2. Performance; No Default 3Section 4B.3. Compliance Certificates 3Section 4B.4. Opinions of Counsel 3Section 4B.5. Purchase Permitted by Applicable Law, Etc 3Section 4B.6. Sale of Other Notes 4Section 4B.7. Payment of Special Counsel Fees 4Section 4B.8. Private Placement Number 4Section 4B.9. Changes in Corporate Structure 4Section 4B.10. Funding Instructions 4Section 4B.11. Proceedings and Documents 4

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 4

Section 5.1. Organization; Power and Authority 45Section 5.2. Authorization, Etc 5Section 5.3. Disclosure 5Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates and Investments 5Section 5.5. Financial Statements; Material Liabilities 6Section 5.6. Compliance with Laws, Other Instruments, Etc 6Section 5.7. Governmental Authorizations, Etc 7Section 5.8. Litigation; Observance of Agreements, Statutes and Orders 7Section 5.9. Taxes 7Section 5.10. Title to Property; Leases 7Section 5.11. Licenses, Permits, Etc 8

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Section 5.12. Compliance with ERISA 8Section 5.13. Private Offering by the Company 9Section 5.14. Use of Proceeds; Margin Regulations 9Section 5.15. Existing Debt; Future Liens 9Section 5.16. Foreign Assets Control Regulations, Etc 10Section 5.17. Status under Certain Statutes 11Section 5.18. Environmental Matters 11Section 5.19. Notes Rank Pari Passu 11Section 5.20. Security Interest in Collateral 12

SECTION 6. REPRESENTATIONS OF THE PURCHASERS. 12

Section 6.1. Purchase for Investment 12Section 6.2. Accredited Investor 12Section 6.3. Source of Funds 12

SECTION 7. INFORMATION AS TO COMPANY 14

Section 7.1. Financial and Business Information 14Section 7.2. Officer’s Certificate 17Section 7.3. Visitation 18Section 7.4. Electronic Delivery 18

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES 19

Section 8.1. Required Prepayments; Maturity 19Section 8.2. Optional Prepayments with Make-Whole Amount 19Section 8.3. Allocation of Partial Prepayments 1920Section 8.4. Maturity; Surrender, Etc 20Section 8.5. Purchase of Notes 20Section 8.6. Make-Whole Amount 20Section 8.7. Payments Due on Non-Business Days 22Section 8.8. Change in Control 22

SECTION 9. AFFIRMATIVE COVENANTS 24

Section 9.1. Compliance with Laws and SBA PPP Loans 24Section 9.2. Insurance 25Section 9.3. Maintenance of Properties 25Section 9.4. Payment of Taxes and Claims 25Section 9.5. Corporate Existence, Etc 26Section 9.6. Notes to Rank Pari Passu 2526Section 9.7. Books and Records 26Section 9.8. Subsidiary Guarantors 26Section 9.9. Collateral and Subsidiary Guaranties 27Section 9.10. Collateral Release Date 29Section 9.11. Most Favored Lender Status 30Section 9.12. Debt Rating 31

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SECTION 10. NEGATIVE COVENANTS 3031

Section 10.1. Transactions with Affiliates 3031Section 10.2. Limitations on Debt 31Section 10.3. Consolidated Debt to Capitalization Ratio 31Section 10.4. Limitations on Priority Debt 31Section 10.5. Consolidated Fixed Charge Coverage Ratio 3132Section 10.6. Minimum Consolidated EBITDA 3132Section 10.7. Minimum Liquidity 3132Section 10.8. Capital Expenditures 32Section 10.9. Limitation on Liens 32Section 10.10. Sales of Assets 35Section 10.11. Merger and Consolidation 3536Section 10.12. Restricted Payments 37Section 10.13. Designation of Restricted and Unrestricted Subsidiaries 3637Section 10.14. Nature of Business 3738Section 10.15. Terrorism Sanctions Regulations 3738Section 10.16. Investments, Loans, Advances 3738

SECTION 11. EVENTS OF DEFAULT. 3839

SECTION 12. REMEDIES ON DEFAULT, ETC 4142

Section 12.1. Acceleration 4142Section 12.2. Other Remedies 4142Section 12.3. Rescission 4143Section 12.4. No Waivers or Election of Remedies, Expenses, Etc 4243

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES 4243

Section 13.1. Registration of Notes 4243Section 13.2. Transfer and Exchange of Notes 4244Section 13.3. Replacement of Notes 4344

SECTION 14. PAYMENTS ON NOTES 4445

Section 14.1. Place of Payment 4445Section 14.2. Home Office Payment 4445Section 14.3. FATCA Information 4445

SECTION 15. EXPENSES, ETC 4546

Section 15.1. Transaction Expenses 4546Section 15.2. Certain Taxes 4546Section 15.3. Survival 4547

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIREAGREEMENT

4647

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SECTION 17. AMENDMENT AND WAIVER 4647

Section 17.1. Requirements 4647Section 17.2. Solicitation of Holders of Notes 4648Section 17.3. Binding Effect, etc 4748Section 17.4. Notes Held by Company, etc 4749

SECTION 18. NOTICES 4849

SECTION 19. REPRODUCTION OF DOCUMENTS 4849

SECTION 20. CONFIDENTIAL INFORMATION 4850

SECTION 21. SUBSTITUTION OF PURCHASER 5051

SECTION 22. MISCELLANEOUS 5051

Section 22.1. Successors and Assigns 5051Section 22.2. Accounting Terms 5051Section 22.3. Severability 5152Section 22.4. Construction, etc 5152Section 22.5. Counterparts 5253Section 22.6. Governing Law 5253Section 22.7. Jurisdiction and Process; Waiver of Jury Trial 5253

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SCHEDULE A — INFORMATION RELATING TO PURCHASERS

SCHEDULE 1 — FORM OF 4.02% SENIOR NOTE DUE AUGUST 14, 2025

SCHEDULE 4.4(a) — FORM OF OPINION OF SPECIAL COUNSEL FOR THE COMPANY

SCHEDULE 5.4 — SUBSIDIARIES, AFFILIATES AND DIRECTORS AND SENIOR OFFICERSOF THE COMPANY AND INVESTMENTS

SCHEDULE 5.5 — FINANCIAL STATEMENTS

SCHEDULE 5.11 — LICENSES AND PERMITS

SCHEDULE 5.15 — EXISTING DEBT

SCHEDULE 10.2 — EXCLUDED REAL PROPERTY

SCHEDULE 10.5 — EXISTING LIENS

SCHEDULE 10.16 — EXISTING INVESTMENTS

SCHEDULE B — DEFINED TERMS

THE MARCUS CORPORATION100 East Wisconsin Avenue, Suite 1900

Milwaukee, Wisconsin 53202

4.02% Senior Notes, due August 14, 2025

June 27, 2013

TO EACH OF THE PURCHASERS LISTED INSCHEDULE A HERETO:

Ladies and Gentlemen:

The Marcus Corporation, a Wisconsin corporation (together with any successor thereto that becomes aparty hereto pursuant to Section 10.7, the “Company”), agrees with each of the Purchasers as follows:

SECTION 1. AUTHORIZATION OF NOTES.

Section 1.1. Description of Notes. The Company will authorize the issue and sale of $50,000,000aggregate principal amount of its 4.02% Senior Notes due August 14, 2025 (as amended, restated or otherwisemodified from time to time pursuant to Section 17 and including any such notes issued in substitution thereforpursuant to Section 13, the “Notes”). The Notes shall be substantially in the form set out in Schedule 1. Certaincapitalized and other terms used in this Agreement are defined in Schedule B. References to a “Schedule” arereferences to a Schedule attached to this Agreement unless otherwise specified. References to a “Section” arereferences to a Section of this Agreement unless otherwise specified.

Section 1.2. Interest Rate. (a) The Notes shall bear interest (computed on the basis of a 360-day year oftwelve 30-day months) on the unpaid principal thereof from the date of issuance at their stated rate of interestpayable semi-annually in arrears on the fourteenth (14th) day of February and August in each year and at maturity,commencing on February 14, 2014, until such principal sum shall have become due and payable (whether atmaturity, upon notice of prepayment or otherwise) and interest (so computed) on any overdue principal, interest orMake-Whole Amount from the due date thereof (whether by acceleration or otherwise) and, during thecontinuance of an Event of Default, on the unpaid balance hereof, at the applicable Default Rate until paid.

Section 1.3. Specified Period Fee. From the First Amendment Effective Date and until the last day ofthe Fiscal Quarter ending after the Collateral Release Date, the The Company shall pay a fee (the “SpecifiedPeriod Fee”) to each holder in an amount equal to 0.725% (72.5 bps) per annum (0.18125% (18.125 bps) perquarter) ofthe product of the Specified Period Fee and the aggregate principal amount of Notes held by suchholder, payable within 30 days of the end of each Fiscal Quarter during the Specified Period, commencing withthe Fiscal Quarter ending June 25, 2020, however, that for the avoidance of doubt, any payment of any Make-

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Whole Amount shall be calculated assuming that no Specified Period Fee applies to any Notes.

SECTION 2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaserand each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in theprincipal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of theprincipal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and noPurchaser shall have any liability to any Person for the performance or non-performance of any obligation by anyother Purchaser hereunder.

SECTION 3. CLOSING.

The execution and delivery of this Agreement shall occur on June 27, 2013. The sale and purchase of theNotes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West MonroeStreet, Chicago, Illinois 60603, at 11:00 A.M. Chicago time, at a closing (the “Closing”) on August 14, 2013 oron such other Business Day thereafter on or prior to August 14, 2013 as may be agreed upon by the Company andthe Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by suchPurchaser in the form of a single Note (or such greater number of Notes in denominations of at least $500,000 assuch Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the nameof its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds inthe amount of the purchase price therefor by wire transfer of immediately available funds for the account of itsWholly-Owned Restricted Subsidiary, First American Finance Corporation at JP Morgan Chase Bank, N.A., 100East Wisconsin Avenue, Milwaukee, Wisconsin 53202, ABA No.: 021000021, Account No. 550251015,Attention: Debbi Luedke, Telephone No.: (414) 905-1160. If at the Closing the Company shall fail to tender suchNotes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4B shallnot have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of allfurther obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reasonof any of the conditions specified in Section 4B not having been fulfilled to such Purchaser’s satisfaction or suchfailure by the Company to tender such Notes.

SECTION 4A. CONDITIONS TO EXECUTION AND DELIVERY.

Each Purchaser’s obligation to execute and deliver this Agreement is subject to the fulfillment to suchPurchaser’s satisfaction, on or prior to the date of this Agreement, of the following conditions:

Section 4A.1. . Each Purchaser shall have received a certified copy of a corporate resolution dulyauthorized by the board of directors of the Company, which resolution shall authorize the execution and deliveryof this Agreement, the issuance and sale of the Notes and

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the consummation of the transactions contemplated by this Agreement.

SECTION 4B. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closingis subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4B.1. Representations and Warranties. The representations and warranties of the Company inthis Agreement shall be correct when made and at the time of Closing.

Section 4B.2. Performance; No Default. The Company shall have performed and complied with allagreements and conditions contained in this Agreement required to be performed or complied with by it prior to orat the Closing and from the date of this Agreement to the Closing assuming that Sections 9 and 10 are applicablefrom the date of this Agreement. From the date of this Agreement until the Closing, before and after giving effectto the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), (i)no Default or Event of Default shall have occurred and be continuing, and (ii) no Change in Control or ControlEvent shall have occurred. Neither the Company nor any Restricted Subsidiary shall have entered into anytransaction since the date of the Company’s most recently ended Fiscal Quarter that would have been prohibitedby Section 10 had such Section applied since such date.

Section 4B.3. Compliance Certificates.

(a) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’sCertificate, dated the date of the Closing, certifying that the conditions specified in Sections 4B.1, 4B.2 and 4B.9have been fulfilled.

(b) Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of itsSecretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto andother corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Section 4B.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substancesatisfactory to such Purchaser, dated the date of the Closing (a) from Foley & Lardner LLP, special counsel for theCompany, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to thetransactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Companyhereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, thePurchasers’ special counsel in connection with such transactions, covering such matters incident to suchtransactions as such Purchaser may reasonably request.

Section 4B.5. Purchase Permitted by Applicable Law, Etc. On the date of the Closing such Purchaser’spurchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaseris subject, without recourse to provisions (such as section

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1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies withoutrestriction as to the character of the particular investment, (b) not violate any applicable law or regulation(including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System)and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law orregulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, suchPurchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser mayreasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4B.6. Sale of Other Notes. Contemporaneously with the Closing the Company shall sell to eachother Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specifiedin Schedule A.

Section 4B.7. Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall havepaid on or before the Closing the fees, charges and disbursements of the Purchasers’ special counsel referred to inSection 4B.4 to the extent reflected in a statement of such counsel rendered to the Company at least one (1)Business Day prior to the Closing.

Section 4B.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’sCUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.

Section 4B.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction ofincorporation, or been a party to any merger or consolidation or succeeded to all or any substantial part of theliabilities of any other entity, at any time following the date of the most recent financial statements referred to inSchedule 5.5.

Section 4B.10. Funding Instructions. At least three (3) Business Days prior to the date of the Closing, eachPurchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Companyconfirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii)such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for theNotes is to be deposited.

Section 4B.11. Proceedings and Documents. All corporate and other proceedings in connection with thetransactions contemplated by this Agreement and all documents and instruments incident to such transactionsshall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shallhave received all such counterpart originals or certified or other copies of such documents as such Purchaser orsuch special counsel may reasonably request.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser, on the date of this Agreement and the date of theClosing, that:

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Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validlyexisting and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreigncorporation and is in good standing in each jurisdiction in which such qualification is required by law, other thanthose jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power andauthority to own or hold under lease the properties it purports to own or hold under lease, to transact the businessit transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform theprovisions hereof and thereof.

Section 5.2. Authorization, Etc. This Agreement and the Notes have been duly authorized by allnecessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution anddelivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceableagainst the Company in accordance with its terms, except as such enforceability may be limited by (i) applicablebankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in aproceeding in equity or at law).

Section 5.3. Disclosure. The Company’s most recent Form 10-K and Form 10-Q filed by the Companywith the SEC and publicly available fairly describes, in all material respects, the general nature of the business andprincipal properties of the Company and its Subsidiaries. This Agreement, such Form 10-K and such Form 10-Q,the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to thePurchasers by or on behalf of the Company prior to May 23, 2013 in connection with the transactionscontemplated hereby (this Agreement, such Form 10-K and such Form 10-Q, and such documents, certificates orother writings and such financial statements delivered to each Purchaser being referred to, collectively, as the“Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to stateany material fact necessary to make the statements therein not misleading in light of the circumstances underwhich they were made. Except as disclosed in the Disclosure Documents, since May 31, 2012, there has been nochange in the financial condition, operations, business, properties or prospects of the Company or any RestrictedSubsidiary except changes that could not, individually or in the aggregate, reasonably be expected to have aMaterial Adverse Effect. There is no fact known to the Company that could reasonably be expected to have aMaterial Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates and Investments. (a)Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s Restricted andUnrestricted Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of itsorganization, and the percentage of shares of each class of its capital stock or similar equity interests outstandingowned by the Company and each other Subsidiary, (ii) the Company’s Affiliates, other than UnrestrictedSubsidiaries, (iii) the Company’s directors and senior officers and (iv) the Investments existing at the Closing,other

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than Investments in Subsidiaries and Affiliates.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shownin Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid andnon-assessable and are owned by the Company or another Subsidiary free and clear of any Lien that is prohibitedby this Agreement.

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized,validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and isduly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in eachjurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure tobe so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have aMaterial Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or holdunder lease the properties it purports to own or hold under lease and to transact the business it transacts andproposes to transact.

(d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than theagreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes)restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions ofprofits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equityinterests of such Subsidiary.

Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchasercopies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financialstatements (including in each case the related schedules and notes) fairly present in all material respects theconsolidated financial position of the Company and its Subsidiaries as of the respective dates specified in suchfinancial statements and the consolidated results of their operations and cash flows for the respective periods sospecified and have been prepared in accordance with GAAP consistently applied throughout the periods involvedexcept as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-endadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on suchfinancial statements or otherwise disclosed in the Disclosure Documents.

Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performanceby the Company of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute adefault under, or result in the creation of any Lien in respect of any property of the Company or any RestrictedSubsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporatecharter or by-laws, shareholders agreement or any other agreement or instrument to which the Company or anyRestricted Subsidiary is bound or by which the Company or any Restricted Subsidiary or any of their respectiveproperties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions orprovisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicableto the Company or any Restricted Subsidiary or

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(iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable tothe Company or any Restricted Subsidiary.

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, orregistration, filing or declaration with, any Governmental Authority is required in connection with the execution,delivery or performance by the Company of this Agreement or the Notes.

Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits,investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting theCompany or any Restricted Subsidiary or any property of the Company or any Restricted Subsidiary in any courtor before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Restricted Subsidiary is (i) in default under any agreement orinstrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or rulingof any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule orregulation of any Governmental Authority (including, without limitation, Environmental Laws, the USAPATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default orviolation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are required to havebeen filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all othertaxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxesand assessments have become due and payable and before they have become delinquent, except for any taxes andassessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount,applicability or validity of which is currently being contested in good faith by appropriate proceedings and withrespect to which the Company or a Subsidiary, as the case may be, has established adequate reserves inaccordance with GAAP. The Company knows of no basis for any other tax or assessment that could, individuallyor in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserveson the books of the Company and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscalperiods are adequate. The U.S. federal income tax liabilities of the Company and its Subsidiaries have beenfinally determined (whether by reason of completed audits or the statute of limitations having run) and paid for allfiscal years up to and including the fiscal year ended May 31, 2012.

Section 5.10. Title to Property; Leases. The Company and its Restricted Subsidiaries have good andsufficient title to their respective properties which the Company and its Restricted Subsidiaries own or purport toown that individually or in the aggregate are Material, including all such properties reflected in the most recentaudited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or anyRestricted Subsidiary after such date (except as sold or otherwise disposed of in the ordinary course of business),in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregateare

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Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule 5.11,

(a) the Company and its Restricted Subsidiaries own or possess all licenses, permits, franchises,authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rightsthereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

(b) to the best knowledge of the Company, no product or service of the Company or any of itsRestricted Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent,copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person;and

(c) to the best knowledge of the Company, there is no Material violation by any Person of any right ofthe Company or any of its Restricted Subsidiaries with respect to any patent, copyright, proprietary software,service mark, trademark, trade name or other right owned or used by the Company or any of its RestrictedSubsidiaries.

Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated andadministered each Plan in compliance with all applicable laws except for such instances of noncompliance as havenot resulted in and could not, individually or in the aggregate, reasonably be expected to result in a MaterialAdverse Effect. Neither the Company - nor any ERISA Affiliate has incurred any liability pursuant to Title I orIV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined insection 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in theaggregate, reasonably be expected to result in the incurrence of any such liability by the Company or any ERISAAffiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISAAffiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penaltyor excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a securityinterest in connection with the amendment of a Plan, other than such liabilities or Liens as would not beindividually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other thanMultiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of theactuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did notexceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefitliabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “presentvalue” have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are notsubject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of MultiemployerPlans that individually or in the aggregate are Material or (ii) any obligation in connection with the termination ofor withdrawal from any Non-U.S. Plan that

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individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’smost recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting StandardsCodification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section4980B of the Code) of the Company and its Restricted Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunderwill not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection withwhich a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by theCompany to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to theaccuracy of such Purchaser’s representation in Section 6.3 as to the sources of the funds to be used to pay thepurchase price of the Notes to be purchased by such Purchaser.

(f) The Company and its Subsidiaries do not have any Non-U.S. Plans.

Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf hasoffered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similarSecurities from, or otherwise approached or negotiated in respect thereof with, any Person other than thePurchasers and not more than five (5) other Institutional Investors, each of which has been offered the Notes at aprivate sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, anyaction that would subject the issuance or sale of the Notes to the registration requirements of section 5 of theSecurities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale ofthe Notes hereunder to repay outstanding indebtedness and for general corporate purposes (includingacquisitions). No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, forthe purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board ofGovernors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in anySecurities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Marginstock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiariesand the Company does not have any present intention that margin stock will constitute more than 5% of the valueof such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall havethe meanings assigned to them in said Regulation U.

Section 5.15. Existing Debt; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth acomplete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of May 30,2013 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral thereforand any Guaranties thereof), since which date there

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has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities ofthe Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is indefault and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt ofthe Company or such Restricted Subsidiary and no event or condition exists with respect to any Debt of theCompany or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, wouldpermit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before itsregularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company nor any Restricted Subsidiary hasagreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subjectto a Lien that secures Debt or to cause or permit in the future (upon the happening of a contingency or otherwise)any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Debt notpermitted by Section 10.5.

(c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provisioncontained in, any instrument evidencing Debt of the Company or such Subsidiary, any agreement relating theretoor any other agreement (including, but not limited to, its charter or any other organizational document) whichlimits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company, except asdisclosed in Schedule 5.15.

Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any ControlledEntity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a StateSanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or the EuropeanUnion.

(b) Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or beencharged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws orAnti-Corruption Laws or (ii) to the Company’s knowledge, is under investigation by any Governmental Authorityfor possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-CorruptionLaws.

(c) No part of the proceeds from the sale of the Notes hereunder :

(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or willotherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection withany investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose thatwould cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise inviolation of any U.S. Economic Sanctions Laws;

(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violationof, any applicable Anti-Money Laundering Laws; or

(iii) will be used, directly or indirectly, for the purpose of making any improper payments,including bribes, to any Governmental Official or commercial

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counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each casewhich would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) The Company has established procedures and controls which it reasonably believes are adequate(and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and willcontinue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Lawsand Anti-Corruption Laws.

Section 5.17. Status under Certain Statutes. Neither the Company nor any Restricted Subsidiary is an“investment company” registered or required to be registered under the Investment Company Act of 1940, asamended, or is subject to regulation under the Public Utility Holding Company Act of 2005, as amended, the ICCTermination Act of 1995, as amended, or the Federal Power Act, as amended.

Section 5.18. Environmental Matters. (a) Neither the Company nor any Restricted Subsidiary hasknowledge of any claim or has received any notice of any claim and no proceeding has been instituted assertingany claim against the Company or any of its Restricted Subsidiaries or any of their respective real properties orother assets now or formerly owned, leased or operated by any of them, alleging any damage to the environmentor violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to resultin a Material Adverse Effect.

(b) Neither the Company nor any Restricted Subsidiary has knowledge of any facts which would giverise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanatingfrom, occurring on or in any way related to real properties now or formerly owned, leased or operated by any ofthem or to other assets or their use, except, in each case, such as could not, individually or in the aggregate,reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Company nor any of its Restricted Subsidiaries has (i) stored any Hazardous Materialson real properties now or formerly owned, leased or operated by any of them or (ii) disposed of any HazardousMaterials in a manner contrary to any Environmental Laws, in each case, in any manner that could reasonably beexpected to result in a Material Adverse Effect.

(d) All buildings on all real properties now owned, leased or operated by the Company or any of itsRestricted Subsidiaries are in compliance with applicable Environmental Laws, except where failure to complycould not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.19. Notes Rank Pari Passu. The obligations of the Company under this Agreement and theNotes rank pari passu in right of payment with all other senior unsecured Debt (actual or contingent) of theCompany, including, without limitation, all senior unsecured Debt of the Company described in Schedule 5.15hereto.

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Section 5.20. Security Interest in Collateral. The provisions of this Agreement and the other NoteDocuments create legal and valid Liens on all the Collateral in favor of the Collateral Agent, for the benefit of theSecured Creditors, and such Liens constitute perfected and continuing Liens on the Collateral, securing theObligations, enforceable against the applicable Note Party and all third parties, and having priority over all otherLiens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such PermittedEncumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicablelaw and (b) Liens perfected only by possession (including possession of any certificate of title), to the extent theAdministrative Agent has not obtained or does not maintain possession of such Collateral.

SECTION 6. REPRESENTATIONS OF THE PURCHASERS.

Section 6.1. Purchase for Investment. Each Purchaser severally represents that it is purchasing theNotes for its own account or for one or more separate accounts maintained by such Purchaser or for the account ofone or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition ofsuch Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaserunderstands that the Notes have not been registered under the Securities Act and may be resold only if registeredpursuant to the provisions of the Securities Act or if an exemption from registration is available, except undercircumstances where neither such registration nor such an exemption is required by law, and that the Company isnot required to register the Notes.

Section 6.2. Accredited Investor. Each Purchaser severally represents that it (i) is an “accreditedinvestor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act acting for its ownaccount (and not for the account of others) or as a fiduciary or agent for others (which others are also “accreditedinvestors”) and (ii) has had the opportunity to ask questions of the Company and received answers concerning theterms and conditions of the sale of the Notes.

Section 6.3. Source of Funds. Each Purchaser severally represents that at least one of the followingstatements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser topay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the UnitedStates Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which thereserves and liabilities (as defined by the annual statement for life insurance companies approved by theNAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of anyemployee benefit plan together with the amount of the reserves and liabilities for the general accountcontract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (oraffiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account donot exceed 10% of the total reserves and liabilities of the general account (exclusive of separate accountliabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state ofdomicile; or

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(b) the Source is a separate account that is maintained solely in connection with suchPurchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employeebenefit plan (or its related trust) that has any interest in such separate account (or to any participant orbeneficiary of such plan (including any annuitant)) are not affected in any manner by the investmentperformance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaningof PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except asdisclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefitplan or group of plans maintained by the same employer or employee organization beneficially owns morethan 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part VI ofPTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM”(within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that aremanaged by the QPAM in such investment fund, when combined with the assets of all other employeebenefit plans established or maintained by the same employer or by an affiliate (within the meaning of PartVI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managedby such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditionsof Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling orcontrolled by the QPAM maintains an ownership interest in the Company that would cause the QPAM andthe Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identityof such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund,when combined with the assets of all other employee benefit plans established or maintained by the sameemployer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of suchemployer or by the same employee organization, represent 10% or more of the assets of such investmentfund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23(the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning ofPart IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemptionare satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying thedefinition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in theCompany and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whoseassets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or

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trust fund comprised of one or more employee benefit plans, each of which has been identified to theCompany in writing pursuant to this clause (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exemptfrom the coverage of ERISA.

As used in this Section 6.3, the terms “employee benefit plan”, “governmental plan”, and “separate account”shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

Section 7.1. Financial and Business Information. The Company shall deliver to each Purchaser and eachholder of a Note that is an Institutional Investor:

(a) Quarterly Statements — within sixty (60) days (or such shorter period as is the earlier of(x) fifteen (15) days greater than the period applicable to the filing of the Company’s Quarterly Report onForm 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filingrequirements thereof and (y) the date by which such financial statements are required to be delivered underany Material Credit Facility or the date on which such corresponding financial statements are deliveredunder any Material Credit Facility if such delivery occurs earlier than such required delivery date) after theend of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscalperiod of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end ofsuch quarter, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flowsof the Company and its Subsidiaries, for such quarter and (in the case of the second and thirdquarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in theprevious fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterlyfinancial statements generally, and certified by a Senior Financial Officer as fairly presenting, in allmaterial respects, the financial position of the companies being reported on and their results of operationsand cash flows, subject to changes resulting from year-end adjustments, provided that delivery within thetime period specified above of copies of the Company’s Quarterly Report on Form 10-Q prepared incompliance with the requirements therefor and filed with the SEC shall be deemed to satisfy therequirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have madesuch delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR” andon its home page on the worldwide web (at the date of this Agreement located at:http//www.marcuscorp.com) and shall have given each Purchaser and each of a Note prior notice of suchavailability

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on EDGAR and on its home page in connection with each delivery (such availability and notice thereofbeing referred to as “Electronic Delivery”);

(b) Annual Statements — within one hundred five (105) days (or such shorter period as is theearlier of (x) fifteen (15) days greater than the period applicable to the filing of the Company’s AnnualReport on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to thefiling requirements thereof and (y) the date by which such financial statements are required to be deliveredunder any Material Credit Facility or the date on which such corresponding financial statements aredelivered under any Material Credit Facility if such delivery occurs earlier than such required deliverydate) after the end of each fiscal year of the Company, duplicate copies of

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end ofsuch year, and

(ii) consolidated statements of income, changes in shareholders’ equity and cash flowsof the Company and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all inreasonable detail, prepared in accordance with GAAP, and accompanied by an unqualified opinion thereonof independent certified public accountants of recognized national standing, which opinion shall state thatsuch financial statements present fairly, in all material respects, the financial position of the companiesbeing reported upon and their results of operations and cash flows and have been prepared in conformitywith GAAP, and that the examination of such accountants in connection with such financial statements hasbeen made in accordance with generally accepted auditing standards, and that such audit provides areasonable basis for such opinion in the circumstances, provided that the delivery within the time periodspecified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with theCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act)prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfythe requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have madesuch delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) eachfinancial statement, report, notice or proxy statement sent by the Company or any Restricted Subsidiary toits principal lending banks as a whole (excluding information sent to such banks in the ordinary course ofadministration of a bank facility, such as information relating to pricing and borrowing availability) or toits public Securities holders generally, and (ii) each regular or periodic report, each registration statement(without exhibits except as expressly requested by such Purchaser or holder), and each prospectus and allamendments thereto filed by the Company or any Restricted Subsidiary with the SEC and of all pressreleases and other statements made available generally by the Company or any Restricted Subsidiary to thepublic concerning

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developments that are Material;

(d) Notice of Default or Event of Default — promptly, and in any event within five (5)Business Days after a Responsible Officer becoming aware of the existence of any Default or Event ofDefault or that any Person has given any notice or taken any action with respect to a claimed defaulthereunder or that any Person has given any notice or taken any action with respect to a claimed default ofthe type referred to in Section 11(f), a written notice specifying the nature and period of existence thereofand what action the Company is taking or proposes to take with respect thereto;

(e) ERISA Matters — promptly, and in any event within five (5) Business Days after aResponsible Officer becoming aware of any of the following, a written notice setting forth the naturethereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respectthereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) ofERISA and the regulations thereunder, for which notice thereof has not been waived pursuant tosuch regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of theinstitution of, proceedings under section 4042 of ERISA for the termination of, or the appointmentof a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of anotice from a Multiemployer Plan that such action has been taken by the PBGC with respect tosuch Multiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of anyliability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or theimposition of a penalty or excise tax under the provisions of the Code relating to employee benefitplans, or in the imposition of any Lien on any of the rights, properties or assets of the Company orany ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, ifsuch liability or Lien, taken together with any other such liabilities or Liens then existing, couldreasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority — promptly, and in any event within thirty (30)days of receipt thereof, copies of any notice to the Company or any Restricted Subsidiary from any federalor state Governmental Authority relating to any order, ruling, statute or other law or regulation that couldreasonably be expected to have a Material Adverse Effect; and

(g) Casualty and Condemnation — promptly, and in any event within ten (10) days of theoccurrence thereof, provide written notice of any casualty or other insured damage to any material portionof the Collateral or the commencement of any action or proceeding for the taking of any material portionof the Collateral or interest therein

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under power of eminent domain or by condemnation or similar proceeding; and

(h) Requested Information — with reasonable promptness, such other data and informationrelating to the business, operations, affairs, financial condition, assets or properties of the Company or anyof its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes asfrom time to time may be reasonably requested by any such Purchaser or holder of a Note or suchinformation regarding the Company required to satisfy the requirements of 17 C.F.R. §230.144A, asamended from time to time, in connection with any contemplated transfer of the Notes.

Notwithstanding the foregoing, in the event that one or more Unrestricted Subsidiaries shall either (i) ownmore than 10% of the total consolidated assets of the Company and its Subsidiaries, or (ii) account for more than10% of the consolidated gross revenues of the Company and its Subsidiaries, determined in each case inaccordance with GAAP, then, within the respective periods provided in Sections 7.1(a) and (b), above, theCompany shall deliver to each holder of Notes that is an Institutional Investor, financial statements of thecharacter and for the dates and periods as in said Sections 7.1(a) and (b) covering the group of UnrestrictedSubsidiaries (on a consolidated basis), together with a consolidating statement reflecting eliminations oradjustments required to reconcile the financial statements of such group of Unrestricted Subsidiaries to thefinancial statements delivered pursuant to Sections 7.1(a) and (b).

Additionally, on or promptly after the Third Amendment Effective Date (with promptness to bedetermined in a commercially reasonable manner), the holders of Notes shall have received any appraisals of theSpecified Real Property subject to the Specified Mortgages to comply with the requirements of the FederalFinancial Institutions Reform, Recovery and Enforcement Act of 1989 or other applicable law.

Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a Purchaser or a holderof a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior FinancialOfficer (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrentdelivery of such certificate to each Purchaser and each holder of a Note):

(a) Covenant Compliance — setting forth the information from such financial statements thatis required in order to establish whether the Company was in compliance with the requirements of Section10 during the quarterly or annual period covered by the statements then being furnished, (including withrespect to each such provision that involves mathematical calculations, the information from such financialstatements that is required to perform such calculations) and detailed calculations of the maximum orminimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section,and the calculation of the amount, ratio or percentage then in existence. In the event that the Company orany Subsidiary has made an election to measure any financial liability using fair value (which election isbeing disregarded for purposes of

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determining compliance with this Agreement pursuant to Section 22.2) as to the period covered by anysuch financial statement, such Senior Financial Officer’s certificate as to such period shall include areconciliation from GAAP with respect to such election; and

(b) Event of Default — certifying that such Senior Financial Officer has reviewed the relevantterms hereof and has made, or caused to be made, under his or her supervision, a review of the transactionsand conditions of the Company and its Restricted Subsidiaries from the beginning of the quarterly orannual period covered by the statements then being furnished to the date of the certificate and that suchreview shall not have disclosed the existence during such period of any condition or event that constitutesa Default or an Event of Default or, if any such condition or event existed or exists (including, withoutlimitation, any such event or condition resulting from the failure of the Company or any RestrictedSubsidiary to comply with any Environmental Law), specifying the nature and period of existence thereofand what action the Company shall have taken or proposes to take with respect thereto.

Section 7.3. Visitation. The Company shall permit the representatives of each Purchaser and each holderof a Note that is an Institutional Investor:

(a) No Default — if no Default or Event of Default then exists, at the expense of suchPurchaser or such holder and upon reasonable prior notice to the Company, to visit the principal executiveoffice of the Company, to discuss the affairs, finances and accounts of the Company and its RestrictedSubsidiaries with the Company’s officers, and (with the consent of the Company, which consent will notbe unreasonably withheld) its independent public accountants, and (with the consent of the Company,which consent will not be unreasonably withheld) to visit the other offices and properties of the Companyand each Restricted Subsidiary, all at such reasonable times and as often as may be reasonably requested inwriting; and

(b) Default — if a Default or Event of Default then exists, at the expense of the Company tovisit and inspect any of the offices or properties of the Company or any Restricted Subsidiary, to examineall their respective books of account, records, reports and other papers, to make copies and extractstherefrom, and to discuss their respective affairs, finances and accounts with their respective officers andindependent public accountants (and by this provision the Company authorizes said accountants to discussthe affairs, finances and accounts of the Company and its Restricted Subsidiaries), all at such times and asoften as may be requested.

Section 7.4. Electronic Delivery. Financial statements, opinions of independent certified publicaccountants, other information and Officers’ Certificates that are required to be delivered by the Companypursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Companysatisfies any of the following requirements:

(i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and relatedOfficer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser and holderof a Note by e-mail;

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(ii) the Company shall have timely filed such Form 10-Q or Form 10-K, satisfying therequirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have madesuch form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on itshome page on the internet, which is located at http://www.marcuscorp.com as of the date of thisAgreement;

(iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b)and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or onbehalf of the Company on IntraLinks or on any other similar website to which each holder of Notes hasfree access; or

(iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SECand shall have made such items available on its home page on the internet or on IntraLinks or on any othersimilar website to which each holder of Notes has free access;

provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder ofa Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing inconnection with each delivery, provided further, that upon request of any holder to receive paper copies of suchforms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

Section 8.1. Required Prepayments; Maturity. On August 14, 2021 and on each August 14 thereafter toand including August 14, 2024 the Company will prepay $10,000,000 principal amount (or such lesser principalamount as shall then be outstanding) of the Notes at par and without payment of the Make-Whole Amount or anypremium; provided that upon any partial prepayment of the Notes pursuant to Section 8.2 or partial purchase ofthe Notes pursuant to Section 8.5, the principal amount of each required prepayment of the Notes becoming dueunder this Section 8.1 on and after the date of such prepayment or purchase shall be reduced in the sameproportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment orpurchase. As provided therein, the entire unpaid principal balance of each Note shall be due and payable on theMaturity Date thereof.

Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, uponnotice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not lessthan an aggregate principal amount of $500,000 at 100% of the principal amount so prepaid, and accrued interestthereon to the date of prepayment plus the Make-Whole Amount determined for the prepayment date with respectto such principal amount of each Note then outstanding. The Company will give each holder of Notes writtennotice of each optional prepayment under this Section 8.2 not less than ten (10) days and not more than sixty (60)days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to anothertime period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), theaggregate principal amount of the Notes to be prepaid

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on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance withSection 8.3), and the interest to be paid on the prepayment date with respect to such principal amount beingprepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-WholeAmount due in connection with such prepayment (calculated as if the date of such notice were the date of theprepayment), setting forth the details of such computation. Two (2) Business Days prior to such prepayment, theCompany shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculationof such Make-Whole Amount as of the specified prepayment date.

Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notespursuant to Section 8.1 or Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among allof the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principalamounts thereof not theretofore called for prepayment.

Section 8.4. Maturity; Surrender, Etc. In the case of each optional prepayment of Notes pursuant to thisSection 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the datefixed for such prepayment (which shall be a Business Day), together with interest on such principal amountaccrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless theCompany shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid orprepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall beissued in lieu of any prepaid principal amount of any Note.

Section 8.5. Purchase of Notes. The Company will not and will not permit any Subsidiary or anyAffiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notesexcept (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and theNotes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliatepro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shallprovide each holder with sufficient information to enable it to make an informed decision with respect to suchoffer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregateprincipal amount of the Notes then outstanding accept such offer, the Company shall promptly notify theremaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of suchoffer shall be extended by the number of days necessary to give each such remaining holder at least five (5)Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notesacquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notespursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any suchNotes.

Section 8.6. Make-Whole Amount.

“Make-Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of theDiscounted Value of the Remaining Scheduled Payments with respect to the Called

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Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may inno event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms havethe following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaidpursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1,as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained bydiscounting all Remaining Scheduled Payments with respect to such Called Principal from their respectivescheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with acceptedfinancial practice and at a discount factor (applied on the same periodic basis as that on which interest on theNotes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50% over the yield tomaturity implied by the yield(s) reported as of 10:00 a.m. (New York City time) on the second (2nd) Business Daypreceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (orsuch other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issuedactively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the RemainingAverage Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securitiesReported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will bedetermined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with acceptedfinancial practice and (b) interpolating linearly between the yields Reported for the applicable most recentlyissued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than suchRemaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yieldshall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including byway of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, 0.50%over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day forwhich such yields have been so reported as of the second (2nd) Business Day preceding the Settlement Date withrespect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successorpublication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of suchCalled Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a termequal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearlybetween (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than suchRemaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and lessthan such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places asappears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of

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years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a)the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) thenumber of years, computed on the basis of a three hundred sixty (360)-day year composed of twelve thirty (30)-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect tosuch Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all paymentsof such Called Principal and interest thereon that would be due after the Settlement Date with respect to suchCalled Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that ifsuch Settlement Date is not a date on which interest payments are due to be made under the Notes, then theamount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued tosuch Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.4 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such CalledPrincipal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payablepursuant to Section 12.1, as the context requires.

Section 8.7. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to thecontrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optionalprepayment specify a Business Day as the date fixed for such prepayment), (x) subject to clause (y), any paymentof interest on any Note that is due on a date that is not a Business Day shall be made on the next succeedingBusiness Day without including the additional days elapsed in the computation of the interest payable on suchnext succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note(including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shallbe made on the next succeeding Business Day and shall include the additional days elapsed in the computation ofinterest payable on such next succeeding Business Day.

Section 8.8. Change in Control

(a) Notice of Change in Control or Control Event. The Company will, within fifteen (15) BusinessDays after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event,give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect ofsuch Change in Control (or the Change in Control contemplated by such Control Event) shall have been givenpursuant to Section 8.8(b). If a Change in Control has occurred, such notice shall contain and constitute an offerto prepay Notes as described in Section 8.8(c) and shall be accompanied by the certificate described in Section8.8(g).

(b) Condition to Company Action. The Company will not take any action that consummates orfinalizes a Change in Control unless (i) at least fifteen (15) Business Days prior to such action it shall have givento each holder of Notes written notice containing and

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constituting an offer to prepay Notes as described in Section 8.8(c), accompanied by the certificate described inSection 8.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid inaccordance with this Section 8.8.

(c) Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) ofthis Section 8.8 shall be an offer to prepay, in accordance with and subject to this Section 8.8, all, but not less thanall, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of anominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the“Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplatedby subparagraph (a) of this Section 8.8, such date shall be not less than twenty (20) days and not more than thirty(30) days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, theProposed Prepayment Date shall be the twentieth (20th) day after the date of such offer).

(d) Acceptance. A holder of Notes may accept the offer to prepay made pursuant to this Section 8.8by causing a notice of such acceptance to be delivered to the Company at least five (5) Business Days prior to theProposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to thisSection 8.8 shall be deemed to constitute a rejection of such offer by such holder.

(e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.8 shall be at 100%of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment. The prepayment shall be made on the Proposed Prepayment Date except as provided in Section 8.8(f).

(f) Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant tothe offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.8 issubject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have beenmade. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respectthereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Controloccurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral ofthe date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur,and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or beenabandoned (in which case the offers and acceptances made pursuant to this Section 8.8 in respect of such Changein Control shall be deemed rescinded).

(g) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.8 shall beaccompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of suchoffer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this Section 8.8; (iii)the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offeredto be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this Section 8.8 have beenfulfilled; and (vi) in reasonable detail, the nature and date or proposed date of the Change in Control.

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(h) Effect on Required Payments. The amount of each payment of the principal of the Notes madepursuant to this Section 8.8 shall be applied against and reduce each of the then remaining principal payments duepursuant to Section 8.1 by a percentage equal to the aggregate principal amount of the Notes so paid divided bythe aggregate principal amount of the Notes outstanding immediately prior to such payment.

(i) “Change in Control” Defined. “Change in Control” means any of the following events orcircumstances:

(a) if any Person or Persons acting in concert (other than Stephen H. Marcus, Diane MarcusGershowitz and their respective heirs (together with trusts controlled by any such Person)),together with Affiliates thereof, shall in the aggregate, directly or indirectly, control or own(beneficially or otherwise) more than 50% (by number of shares) of the issued and outstandingvoting stock of the Company; or

(b) any sale of all or substantially all of the assets of the Company otherwise permitted bySection 10.7.

(j) “Control Event” Defined. “Control Event” means:

(i) the execution by the Company or any of its Subsidiaries or Affiliates of any agreement orletter of intent with respect to any proposed transaction or event or series of transactions or events which,individually or in the aggregate, may reasonably be expected to result in a Change in Control,

(ii) the execution of any written agreement which, when fully performed by the partiesthereto, would result in a Change in Control, or

(iii) the making of any written offer by any person (as such term is used in section 13(d) andsection 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related persons constitutinga group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the date of the Closing)to the holders of the common stock of the Company, which offer, if accepted by the requisite number ofholders, would result in a Change in Control.

SECTION 9. AFFIRMATIVE COVENANTS.

From the date of this Agreement until the Closing and thereafter, so long as any of the Notes areoutstanding, the Company covenants that:

Section 9.1. Compliance with Laws and SBA PPP Loans. (a) Without limiting Section 10.10, theCompany will, and will cause each of its Restricted Subsidiaries to, comply with all laws, ordinances orgovernmental rules or regulations to which each of them is subject, including, without limitation, ERISA,Environmental Laws, the USA PATRIOT Act and the

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other laws and regulations that are referred to in Section 5.16, and will obtain and maintain in effect all licenses,certificates, permits, franchises and other governmental authorizations necessary to the ownership of theirrespective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensurethat non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain ormaintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not,individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) The Company will, and will cause each of its Restricted Subsidiaries to, (i) comply with all of theSBA’s terms and conditions applicable to SBA PPP Loans, (ii) use the proceeds of the SBA PPP Loan only forCARES Allowable Uses, (iii) keep necessary and appropriate records relating to the use of the SBA PPP Loans,(iv) promptly take all applicable actions, not later than 45 days (or such earlier date as required) after the eightweek period immediately following the SBA PPP Loan Date, to apply for forgiveness of the SBA PPP Loans inaccordance with the regulations implementing Section 1106 of the CARES Act, (v) comply with all other termsand conditions applicable to SBA PPP Loans, and (vi) provide such documentation, records and other informationas requested by the Administrative Agent with respect to any of the above, including without limitation withrespect to the status of the forgiveness of SBA PPP Loans.

Section 9.2. Insurance. The Company will, and will cause each of its Restricted Subsidiaries to, (a)maintain, with financially sound and reputable insurers, insurance with respect to their respective properties andbusinesses against such casualties and contingencies, of such types, on such terms and in such amounts (includingdeductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as iscustomary in the case of entities of established reputations engaged in the same or a similar business and similarlysituated, and (b) keep and maintain all other insurance required by the Collateral Documents.

Section 9.3. Maintenance of Properties. The Company will, and will cause each of its RestrictedSubsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair,working order and condition (other than ordinary wear and tear), so that the business carried on in connectiontherewith may be properly conducted at all times, provided that this Section shall not prevent the Company or anyRestricted Subsidiary from discontinuing the operation and the maintenance of any of its properties if suchdiscontinuance is desirable in the conduct of its business and the Company has concluded that suchdiscontinuance could not, individually or in the aggregate, reasonably be expected to have a Material AdverseEffect.

Section 9.4. Payment of Taxes and Claims. The Company will, and will cause each of its Subsidiariesto, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be dueand payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them orany of their properties, assets, income or franchises, to the extent the same have become due and payable andbefore they have become delinquent and all claims for which sums have become due and payable that have ormight become a Lien on properties or assets of the Company or any Subsidiary, provided that neither theCompany nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i)

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the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timelybasis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequatereserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) thenonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate,reasonably be expected to have a Material Adverse Effect.

Section 9.5. Corporate Existence, Etc. Subject to Section 10.11, the Company will at all times preserveand keep its corporate existence in full force and effect. Subject to Sections 10.10 and 10.11, the Company will atall times preserve and keep in full force and effect the existence of each of its Restricted Subsidiaries (unlessmerged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of theCompany and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of orfailure to preserve and keep in full force and effect such corporate existence, right or franchise could not,individually or in the aggregate, have a Material Adverse Effect.

Section 9.6. Notes to Rank Pari Passu. From and after the Collateral Release Date, the Notes and allother obligations under this Agreement are and at all times shall remain direct and unsecured obligations of theCompany ranking pari passu in right of payment with all other present and future unsecured Debt (actual orcontingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecuredDebt of the Company.

Section 9.7. Books and Records. The Company will, and will cause each of its Restricted Subsidiariesto, maintain proper books of record and account in conformity with GAAP and all applicable requirements of anyGovernmental Authority having legal or regulatory jurisdiction over the Company or such Restricted Subsidiary,as the case may be. The Company will, and will cause each of its Subsidiaries to, keep books, records andaccounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. The Companyand its Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonableassurances that their respective books, records, and accounts accurately reflect all transactions and dispositions ofassets and the Company will, and will cause each of its Subsidiaries to, continue to maintain such system.

Section 9.8. Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiaries thatguarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower orotherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith:

(i) enter into an agreement in form and substance satisfactory to the Required Holders providing forthe guaranty by such Restricted Subsidiary, on a joint and several basis with all other such Restricted Subsidiaries,of (1) the prompt payment in full when due of all amounts payable by the Company pursuant to the Notes(whether for principal, interest, Make-Whole Amount or otherwise) and this Agreement, including, withoutlimitation, all indemnities, fees and expenses payable by the Company thereunder and (2) the prompt, full andfaithful performance, observance and discharge by the Company of each and every covenant, agreement,undertaking and provision required pursuant to the Notes or this Agreement to be performed,

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observed or discharged by it (a “Subsidiary Guaranty”); and

(ii) deliver the following to each of holder of a Note:

(1) an executed counterpart of such Subsidiary Guaranty;

(2) a certificate signed by an authorized responsible officer of such Restricted Subsidiarycontaining representations and warranties on behalf of such Restricted Subsidiary to the same effect,mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of thisAgreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather than theCompany);

(3) all documents as may be reasonably requested by the Required Holders to evidence thedue organization, continuing existence and good standing of such Restricted Subsidiary and the dueauthorization by all requisite action on the part of such Restricted Subsidiary of the execution and deliveryof such Subsidiary Guaranty and the performance by such Restricted Subsidiary of its obligationsthereunder; and

(4) an opinion of counsel reasonably satisfactory to the Required Holders covering suchmatters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holders mayreasonably request.

(b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and release anySubsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company, provided that (i)such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently withthe release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and inrespect of the Material Credit Facility and the Company so certifies to the holders of the Notes in a certificate of aResponsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of aResponsible Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if anyfee or other form of consideration is given to any holder of Debt of the Company for the purpose of such release,other than the repayment of such indebtedness and amounts due in connection with such repayment, holders of theNotes shall receive equivalent consideration. The holders of the Notes agree to execute and deliver suchdocuments which are necessary or desirable to terminate, release and discharge the Subsidiary Guarantors fromtheir obligations under the Subsidiary Guaranty.

Section 9.9. Collateral and Subsidiary Guaranties. (a) As of the First Amendment Effective Date, eachRestricted Subsidiary will become a Note Party by executing a Subsidiary Guaranty in accordance with therequirements described in Section 9.8(a)(i) and (ii), which Subsidiary Guaranty shall become effective on the FirstAmendment Effective Date. The Company and each Subsidiary Guarantor will grant Liens to the CollateralAgent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Partywhich constitutes Collateral, which grant shall become effective on the First Amendment Effective Date. EachNote Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date tobecome a Note Party by executing and delivering a

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Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii)and granting Liensto the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property ofsuch Note Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed oracquired.

(b) Each Note Party will cause all of the issued and outstanding Equity Interests of each of itsSubsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent for thebenefit of the Collateral Agent and the other Secured Creditors, pursuant to the terms and conditions of the NoteDocuments or other security documents as the Required Holders shall reasonably request.

(c) Without limiting the foregoing, each Note Party will, and will cause each Subsidiary to, executeand deliver, or cause to be executed and delivered, to the Collateral Agent such documents, agreements andinstruments, and will take or cause to be taken such further actions (including the filing and recording of financingstatements, fixture filings, mortgages, deeds of trust and other documents and such other actions, as applicable),which the Required Holders may, from time to time, reasonably request to carry out the terms and conditions ofthis Agreement and the other Note Documents and to ensure perfection and priority of the Liens created orintended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to theRequired Holders and all at the expense of the Note Parties.

(d) If any material assets (including any Specified Real Property or improvements thereto or anyinterest therein) are acquired by any Note Party after the First Amendment Effective Date (other than assetsconstituting Collateral under the Collateral Documents that become subject to the Lien under the CollateralDocuments upon acquisition thereof), the Company will (i) notify the holders of Notes, and, if requested by theRequired Holders, cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and causeeach applicable Note Party to take, such actions as shall be necessary or reasonably requested by the RequiredHolders to grant and perfect such Liens, including actions described in paragraph (c) of this Section 9.9, all at theexpense of the Note Parties, and Required Holders shall have completed and received all flood insurance duediligence and flood insurance compliance requirements with respect to such Specified Real Property.

(e) The Company and each Note Party will ensure that the net proceeds of any casualty orcondemnation event described by Section 7.1(g) (whether in the form of insurance proceeds, condemnationawards or otherwise) are collected and applied in accordance with the applicable provisions of IntercreditorAgreement and the Collateral Documents

(f) By no later than 60 days after the First Amendment Effective DateAugust 14, 2020 (the “Post-Closing Date”), the Company shall deliver the following to Collateral Agent (each in form and substancesatisfactory to the Required Holders):

(i) the Specified Mortgages;

(ii) an opinion of counsel in the state in which any parcel of Specified Real Property is located fromcounsel, and in a form reasonably satisfactory to the Required

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Holders;

(iii) if any such parcel of Specified Real Property is determined to be in a “Special FloodHazard Area” as designated on maps prepared by the Federal Emergency Management Agency, a floodnotification form signed by the Company or such Note Party and evidence that flood insurance is in placefor the building and contents, all in form, substance and amount satisfactory to the Required Holders;

(iv) the results of a recent lien search in the jurisdiction of organization of each Note Party andeach jurisdiction where assets of such Note Parties are located, and the results of a recent title search oneach parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets orproperties of such Note Parties except for liens permitted by Section 10.9 or discharged on or prior to thePost-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Required Holders;

(v) evidence of insurance coverage in form, scope, and substance reasonably satisfactory tothe Required Holders and otherwise in compliance with the terms of this Agreement and the CollateralDocuments;

(vi) at least five (5) days prior to the Post-Closing Date, all documentation and otherinformation regarding the Note Parties identified in the Collateral Documents or Subsidiary Guarantyrequested in connection with applicable “know your customer” and anti-money laundering rules andregulations, including the USA PATRIOT Act, to the extent requested in writing of such Note Parties atleast ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8or W-9, as applicable, for each such Note Party, and to the extent any such Note Party qualifies as a “legalentity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-ClosingDate, any Lender that has requested, in a written notice to any such Note Party at least the (10) days priorto the Post-Closing Date, a Beneficial Ownership Certification in relation to such Note Party shall havereceived such Beneficial Ownership Certification;

(vii) resolutions and officers certificates of each Restricted Subsidiary that is a Note Party eachreasonably satisfactory to the Required Holders;

(viii) deposit account control agreements and additional legal opinions with respect to theSecurity Agreement and the Subsidiary Guaranty to the extent requested by the Required Holders, eachreasonably satisfactory to the Required Holders; and

(ix) such other documents as any holder or its respective counsel may have reasonablyrequested in connection with the Collateral Documents or the Subsidiary Guaranty.

Section 9.10. Collateral Release Date. On the Collateral Release Date, the Collateral Documents and theSubsidiary Guaranties shall immediately and automatically be released without any further action by any NoteParty or any other Person, the liens or mortgages granted

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to the Collateral Agent pursuant to the Collateral Documents shall be released, and the Subsidiary Guaranties shallbe released.

Section 9.11. Most Favored Lender Status. From and after the First Amendment Effective Date and untilthe Collateral Release Date (a) if at any time a Material Credit Facility contains any provision or agreement(excluding covenants, defaults and the equivalent thereof contained in any Specified Convertible Senior Notesagreements relating to the delivery of Equity Interests upon the conversion of Convertible Securities) by theCompany that is more favorable to the lenders under such Material Credit Facility than the covenants, definitionsand/or defaults contained in this Agreement (any such provision (including any necessary definition), a “MoreFavorable Covenant”), then the Company shall provide a Most Favored Lender Notice in respect of such MoreFavorable Covenant. Unless waived in writing by the Required Holders within 15 days after each holder’s receiptof such notice, such More Favorable Covenant shall be deemed automatically incorporated by reference intoSection 9 of this Agreement, mutatis mutandis, as if set forth in full herein, effective as of the date when suchMore Favorable Covenant shall have become effective under such Material Credit Facility.

(b) Any More Favorable Covenant incorporated into this Agreement (herein referred to as an“Incorporated Covenant”) pursuant to this Section 9.11 (i) shall be deemed automatically amended herein toreflect any subsequent amendments made to such More Favorable Covenant under the applicable Material CreditFacility; provided that, if a Default or an Event of Default then exists and the amendment of such More FavorableCovenant would make such covenant less restrictive on the Company, such Incorporated Covenant shall only bedeemed automatically amended at such time, if it should occur, when such Default or Event of Default no longerexists and (ii) shall be deemed automatically deleted from this Agreement the earlier of (x) the Collateral ReleaseDate, (y) at such time as such More Favorable Covenant is deleted or otherwise removed from the applicableMaterial Credit Facility or (z) such applicable Material Credit Facility ceases to be a Material Credit Facility orshall be terminated; provided that, if a Default or an Event of Default then exists, such Incorporated Covenantshall only be deemed automatically deleted from this Agreement at such time, if it should occur, when suchDefault or Event of Default no longer exists; provided further, however, that if any fee or other consideration shallbe given to the lenders under such Material Credit Facility for such amendment or deletion, the equivalent of suchfee or other consideration shall be given, pro rata, to the holders of the Notes.

(c) “Most Favored Lender Notice” means, in respect of any More Favorable Covenant, a writtennotice to each of the holders of the Notes delivered promptly, and in any event within twenty Business Days afterthe inclusion of such More Favorable Covenant in any Material Credit Facility (including by way of amendmentor other modification of any existing provision thereof) from a Responsible Officer referring to the provisions ofthis Section 9.8 and setting forth a reasonably detailed description of such More Favorable Covenant (includingany defined terms used therein) and related explanatory calculations, as applicable.

(d) Notwithstanding the foregoing, no covenant, definition or default expressly set forth in thisAgreement as of the date of this Agreement (or incorporated into this Agreement by an amendment ormodification to this Agreement other than pursuant to this Section 9.11) shall

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be deemed to be amended or deleted in any respect by virtue of the provisions of this Section 9.11.

Section 9.12. Debt Rating. The Company shall at all times maintain a credit rating from any RatingAgency on each Series of Notes. Evidence of such rating shall (a) refer to the Private Placement Number issuedby Standard & Poor’s CUSIP Bureau Service in respect of each Series of Notes, (b) address the likelihood ofpayment of both the principal and interest of such Notes (which requirement shall be deemed satisfied if the ratingis silent on the likelihood of payment of both principal and interest and does not otherwise include any indicationto the contrary), (c) not include any prohibition against a holder sharing such evidence with the SVO or any otherregulatory authority having jurisdiction over such holder, and (d) be delivered by the Company to the holders atleast annually (on or before the anniversary of the Closing Date) and promptly upon any change in the rating.

SECTION 10. NEGATIVE COVENANTS.

From the date of this Agreement until the Closing and thereafter, so long as any of the Notes areoutstanding, the Company covenants that:

Section 10.1. Transactions with Affiliates. The Company will not and will not permit any RestrictedSubsidiary to enter into directly or indirectly any transaction or Material group of related transactions (includingwithout limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service)with any Affiliate (other than the Company or another Restricted Subsidiary), except in the ordinary course andpursuant to the reasonable requirements of the Company’s or such Restricted Subsidiary’s business and upon fairand reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable ina comparable arm’s-length transaction with a Person not an Affiliate and except any Restricted Payment permittedby Section 10.12.

Section 10.2. Limitations on Debt. Notwithstanding compliance with Sections 10.3, 10.4 or any otherprovision of this Agreement, the Company will not, and will not permit any Restricted Subsidiary to, create,assume or incur or in any manner be or become liable in respect of any Debt incurred or otherwise existing on orcreated after the First Amendment Effective Date and prior to the Collateral Release Date, other than: (i)Obligations, (ii) SBA PPP Loans, (iii) Governmental Stimulus Debt in an aggregate outstandingprin”cipalprincipal amount not in excess of $50,000,000, (iv) Debt secured by any Excluded Real Property in anaggregate outstanding principal amount not in excess of $5,000,000 and (v, (v) Debt under the SpecifiedConvertible Senior Notes and any Permitted Refinancing Indebtedness in respect thereof, (vi) Debt under otherConvertible Securities (other than the Specified Convertible Senior Notes) in an aggregate outstanding principalamount not in excess of $50,000,000 issued after the Specified Convertible Senior Notes, (vii) Debt constitutingContingent Obligations permitted by Section 10.16 and (viii) other Debt that is unsecured and in an aggregateoutstanding principal amount not in excess of $15,000,000.

Section 10.3. Consolidated Debt to Capitalization Ratio. The Company will not at any time permitConsolidated Debt to exceed 65% of Consolidated Total Capitalization.

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Section 10.4. Limitations on Priority Debt. On and after the Collateral Release Date, the Company willnot, and will not permit any Restricted Subsidiary to, create, assume or incur or in any manner be or become liablein respect of any Priority Debt, unless at the time of issuance thereof and after giving effect thereto and to theapplication of the proceeds thereof, Priority Debt shall not exceed 20% of Consolidated Total Capitalization. AnyPerson which becomes a Restricted Subsidiary after the date of this agreement shall, for all purposes of thisSection 10.4, be deemed to have created, assumed or incurred, at the time it becomes a Restricted Subsidiary, allPriority Debt of such Person existing immediately after it became a Restricted Subsidiary.

Section 10.5. Consolidated Fixed Charge Coverage Ratio. From and after the Fixed Charge CoverageReinstatement Date, the Company shall not permit or suffer the Consolidated Fixed Charge Coverage Ratio at theend of any Fiscal Quarter endending after June 30, 2022, as calculated for the four Fiscal Quarters then ending, tobe less than 2.50 to 1.00.

Section 10.6. Minimum Consolidated EBITDA . The Company shall not permit or suffer ConsolidatedEBITDA to be less than or equal to: (i) negative $57,000,000$0 as of JuneSeptember 2530, 20202021 for theFiscal Quarter then ending, (ii) negative $90,000,000$20,000,000 as of SeptemberDecember 2430, 20202021 forthe two consecutive Fiscal Quarters then ending, (iii) negative $65,000,000$35,000,000 as of DecemberMarch 31,20202022 for the three consecutive Fiscal Quarters then ending, or (iv) negative $40,000,000$60,000,000 as ofAprilJune 130, 2021 for the four consecutive Fiscal Quarters then ending, or (v) $42,000,000 as of July 1,20212022 for the four consecutive Fiscal Quarters then ending.

Section 10.7. Minimum Liquidity. The Company shall not permit or suffer Consolidated Liquidity to beless than or equal to: (i) $102,000,000 as of June 25, 2020, (ii) $67,000,000125,000,000 as of September 24, 2020,(iiiii) $78,500,000125,000,000 as of December 31, 2020, (iviii) $83,000,000100,000,000 as of April 1, 2021, or(viv) $103,500,000100,000,000 as of July 1, 2021, or (v) $50,000,000 as of the end of any Fiscal Quarterthereafter until and including the Fiscal Quarter ending June 30, 2022; provided, however, that each such requiredminimum Consolidated Liquidity amount shall be reduced to $50,000,000 for each such testing date if the Term ALoans are paid in full as of such date.

Section 10.8. Capital Expenditures. From and after the First Amendment Effective Date and prior to theend of the Specified Period, the Company shall not, nor shall it permit any Restricted Subsidiary to, incur or makeany Capital Expenditures in the aggregate for the Company and its Restricted Subsidiaries during (i) the periodbeginning on April 1, 2020 through and including December 31, 2020 in excess of the sum of $22,500,000 plusSocial Distancing Capital Expenditures for such period or (ii) Fiscal Year 2021 in excess of $50,000,000 plusSocial Distancing Capital Expenditures for such Fiscal Year.

Section 10.9. Limitation on Liens. The Company will not, and will not permit any of its RestrictedSubsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingencyor otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document orinstrument in respect of goods or accounts receivable) of the Company or any such Restricted Subsidiary, whethernow owned or held or

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hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive incomeor profits, except:

(a) Liens for property taxes and assessments or governmental charges or levies and Lienssecuring claims or demands of mechanics and materialmen, provided payment thereof is not at the timerequired by Section 9.4;

(b) Liens incidental to the normal conduct of business of the Company or any RestrictedSubsidiary or to secure claims for labor, materials or supplies in respect of obligations not overdue or inconnection with the ownership of its property (including Liens in connection with worker’s compensation,unemployment insurance and other like laws, warehousemen’s and attorney’s liens and statutory landlords’liens) which are not incurred in connection with the incurrence of Debt or the borrowing of money andwhich do not in the aggregate Materially impair the use of such property in the operation of the business ofthe Company and its Restricted Subsidiaries, taken as a whole, or the value of such property for thepurpose of such business;

(c) Liens created by or resulting from any litigation or legal proceeding which is currentlybeing contested in good faith by appropriate proceedings or which result from a final, nonappealablejudgment which is satisfied, or whose satisfaction is assured by the posting of a bond or other collateral,within sixty (60) days after such judgment becomes final and nonappealable;

(d) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens, inexistence less than sixty (60) days (or in the case of any Lien with respect to which the underlying claimshall currently be contested by the Company or such Restricted Subsidiary in good faith by appropriateproceedings, the period of time during which such Lien is being contested) from the date of creationthereof in respect of obligations not overdue or deposits to obtain the release of such Liens;

(e) Liens securing Debt of a Restricted Subsidiary to the Company or to another RestrictedSubsidiary;

(f) Liens existing as of the date of Closing and reflected in Schedule 10.5;

(g) minor survey exceptions or minor encumbrances, easements or reservations, or rights ofothers for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use ofreal properties, which are necessary for the conduct of the activities of the Company and its RestrictedSubsidiaries or which customarily exist on real properties of corporations engaged in similar activities andsimilarly situated and which do not in any event Materially detract from the value of such real property;

(h) leases or subleases granted to any Person by the Company or any Restricted Subsidiary, aslessor or sublessor, on any property owned or leased by the Company or any Restricted Subsidiary,provided that in each case such lease or sublease

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shall not Materially detract from the value of the property leased or subleased;

(i) Liens incurred after the date of Closing and existing on property of any business entity atthe time of acquisition of such business entity by the Company or a Restricted Subsidiary, so long as suchLiens were not incurred, extended or renewed in contemplation of the acquisition of such business entity,provided that (i) the Lien shall attach solely to the property of the business entity so acquired, (ii) at thetime of acquisition of such business entity, the aggregate amount remaining unpaid on all Debt secured byLiens on the property of such business entity, whether or not assumed by the Company or a RestrictedSubsidiary, shall not exceed an amount equal to the lesser of the total purchase price or fair market value atthe time of acquisition of such business entity (as determined in good faith by the Board of Directors of theCompany or any Restricted Subsidiary, as the case may be), and (iii) the aggregate principal amount of allDebt secured by such Liens shall be permitted by the limitations set forth in Sections 10.2 and 10.3;

(j) Liens incurred after the date of Closing given to secure the payment of the purchase priceincurred in connection with the acquisition or construction of property (other than accounts receivable orinventory) useful and intended to be used in carrying on the business of the Company or a RestrictedSubsidiary, including Liens existing on such property at the time of acquisition or construction thereof, orLiens incurred within one hundred eighty (180) days of such acquisition or the completion of suchconstruction, provided that (i) the Lien shall attach solely to the property acquired, purchased orconstructed, (ii) at the time of acquisition or construction of such property, the aggregate amountremaining unpaid on all Debt secured by Liens on such property, whether or not assumed by the Companyor a Restricted Subsidiary, shall not exceed an amount equal to the lesser of the total purchase price or fairmarket value at the time of acquisition or construction of such property (as determined in good faith by theBoard of Directors of the Company or any Restricted Subsidiary, as the case may be), and (iii) theaggregate principal amount of all Debt secured by such Liens shall be permitted by the limitations set forthin Sections 10.2 and 10.3;

(k) any extensions, renewals or replacements of any Lien permitted by the precedingsubparagraphs (a) through (j) inclusive, of this Section 10.9, provided that (i) no additional property shallbe encumbered by such Liens, (ii) the unpaid principal amount of the Debt secured thereby shall not beincreased on or after the date of any extension, renewal or replacement, (iii) the weighted average life tomaturity of the Debt secured by such Liens shall not be reduced, and (iv) at such time and immediatelyafter giving effect thereto, no Default or Event of Default shall have occurred and be continuing;

(l) Liens on the Collateral in favor of the Collateral Agent and the Secured Creditors securingthe Obligations in accordance with the terms of the Intercreditor Agreement; and

(m) Liens securing Priority Debt of the Company or any Restricted Subsidiary,

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provided that such Priority Debt shall be permitted by the applicable limitations set forth in Sections 10.2,10.3 and 10.4, and provided, further, that notwithstanding the foregoing, the Company shall not, and shallnot permit any of its Restricted Subsidiaries to, secure any Debt outstanding under or pursuant to theMaterial Credit Facility pursuant to this Section 10.9(m) unless and until the Notes (and any guarantydelivered in connection therewith) shall concurrently be secured equally and ratably with such Debtpursuant to documentation reasonably acceptable to the Required Holders in substance and in form,including, without limitation, an intercreditor agreement and customary opinions of counsel to theCompany and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to theRequired Holders.

Section 10.10. Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to,sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the Company and itsRestricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may sell, lease orotherwise dispose of assets constituting a substantial part of the assets of the Company and its RestrictedSubsidiaries if, at such time and after giving effect thereto, no Default or Event of Default shall have occurred andbe continuing and an amount equal to the net proceeds received from such sale, lease or other disposition shall beused in any combination:

(1) within one hundred eighty (180) days prior to or after such sale, lease or disposition, toacquire property, plant and equipment used or useful in carrying on the business of the Company and itsRestricted Subsidiaries (or the Company or any Restricted Subsidiary shall be unconditionally committedto acquire such property) and having a value at least equal to the value of such assets sold, leased orotherwise disposed of; and/or

(2) to prepay or retire Senior Debt of the Company and/or its Restricted Subsidiaries, providedthat (i) the Company shall offer to prepay each outstanding Note in a principal amount which equals theRatable Portion for such Note, provided further, to the extent that a sale of a substantial part includes assetsof the Company or any Restricted Subsidiary the net proceeds of which are required under Section 2.11(c)of the Bank Credit Agreement to prepay (or offer to prepay) Term A Loans (as defined in the Bank CreditAgreement) during the Specified Period, then the net proceeds attributable to such sale, lease or otherdisposition shall be used, (x) first, to prepay (or offer to prepay) Term A Loans (as defined in the BankCredit Agreement) of the Company or such Restricted Subsidiary, and then, (y) second, to the extent thatany such net proceeds still remain or are attributable to such sale, lease or other disposition of theCompany or any other Restricted Subsidiary, the Company shall offer to prepay each outstanding Note in aprincipal amount, which equals the Ratable Portion for such Note, and (ii) any such prepayment of theNotes shall be made at par, together with accrued interest thereon to the date of such prepayment, butwithout the payment of the Make-Whole Amount. Any offer of prepayment of the Notes pursuant to thisSection 10.10 shall be given to each holder of the Notes by written notice that shall be delivered not lessthan fifteen (15) days and not more than sixty (60) days prior to the proposed prepayment date. Each suchnotice shall state that it is given pursuant to this Section and that the offer set forth in

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such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii)a description of the circumstances which give rise to the proposed prepayment and (iii) a calculation of theRatable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaidshall notify the Company in writing delivered not less than five (5) Business Days prior to the proposedprepayment date of its acceptance of such offer of prepayment and any offer not so accepted in writingwill be deemed to have been rejected. Prepayment of Notes pursuant to this Section 10.10 shall be madein accordance with Section 8.2 (but without payment of the Make-Whole Amount).

As used in this Section 10.10, a sale, lease or other disposition of assets shall be deemed to be a “substantial part”of the assets of the Company and its Restricted Subsidiaries if the book value of such assets, when added to thebook value of all other assets sold, leased or otherwise disposed of by the Company and its Restricted Subsidiaries(other than in transactions in the ordinary course of business and Excluded Sale and Leaseback Transaction)during any fiscal year of the Company, exceeds 10% of the book value of Consolidated Total Assets, determinedas of the end of the fiscal year immediately preceding such sale, lease or other disposition; provided that thereshall be excluded from any determination of a “substantial part”, (i) any transfer of assets from the Company toany Wholly-Owned Restricted Subsidiary or from any Subsidiary to the Company or a Wholly-Owned RestrictedSubsidiary; (ii) any issuance or conversion of Convertible Securities and the consummation of any PermittedConvertible Indebtedness Call Transaction; and (iii) any Disposition in respect of any Permitted ConvertibleIndebtedness Call Transaction due to the unwinding thereof in accordance with its terms.

Section 10.11. Merger and Consolidation. The Company will not, and will not permit any RestrictedSubsidiary to, consolidate with or be a party to a merger with any other Person or convey, transfer or lease all orsubstantially all of its assets in a single transaction or series of transactions to any Person; provided, however, that:

(1) any Restricted Subsidiary may merge or consolidate with or into the Company or anyWholly-Owned Restricted Subsidiary, so long as in any merger or consolidation involving the Company,the Company shall be the surviving or continuing Person; and

(2) the Company may consolidate or merge with any other Person or convey, transfer or leaseall or substantially all of its assets to another Person if (i) either (x) the Company shall be the surviving orcontinuing Person, or (y) if the surviving or continuing entity or the Person that acquires by conveyance,transfer or lease is other than the Company, (A) such entity shall be a solvent corporation or limitedliability company organized and existing under the laws of the United States or any state thereof (includingthe District of Columbia), (B) such entity expressly assumes, by written agreement satisfactory in scopeand form to the Required Holders, all obligations of the Company under the Notes and this Agreement,and (C) such entity shall cause to be delivered to each holder of Notes an opinion of national recognizedindependent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to theeffect that all agreements or instruments effecting such assumption are enforceable in accordance with

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their terms and comply with the provisions of this Section 10.11 and otherwise satisfactory in scope andform to the Required Holders, and (ii) immediately before and immediately after giving effect to suchtransaction or each transaction in any such series of transactions, no Default or Event of Default shall haveoccurred and be continuing and the Company would be permitted to incur at least $1.00 of additionalPriority Debt under the limitation of Section 10.4.

No such conveyance, transfer or lease of substantially all of the assets of the Company or any RestrictedSubsidiary shall have the effect of releasing the Company or any successor corporation or limited liabilitycompany that shall theretofore have become such in the manner prescribed in this Section 10.11 from its liabilityunder this Agreement or the Notes.

Section 10.12. Restricted Payments. The Company shall not declare or make any Restricted Payment if aDefault or Event of Default has occurred and is continuing or would result therefrom; provided, notwithstandingthe foregoing, during any Specified Period, the Company shall not declare or make any Restricted Payment otherthan (a) Restricted Payments payable solely in shares of the Company’s common stock, (b) Restricted Paymentsrequired pursuant to and in accordance with stock option plans or other benefit plans for management oremployees of the Company and its Subsidiaries in existence on the First Amendment Effective Date without anymodification thereof, in each case so long as no Default or Event of Default has occurred and is continuing orwould result therefrom, and (c) Restricted Payments in the first Fiscal Quarterthird fiscal quarter of 2021 and inany fiscal quarter thereafter not to exceed $3,000,000 and1,500,000 in the aggregate in the second Fiscal Quarterof 2021 not exceed $3,000,000for any such fiscal quarter, in each case so long as no Default or Event of Defaulthas occurred and is continuing or would result therefrom, and (d) Restricted Payments in connection with theCompany’s entry into, and performance of its obligations under, any Permitted Convertible Indebtedness CallTransaction.

Notwithstanding the foregoing or anything to the contrary in this Agreement, the Company mayrepurchase, exchange or induce the conversion of Convertible Securities by delivery of shares of Company’scommon stock and/or a different series of Convertible Securities (which series (x) matures after, and does notrequire any scheduled amortization or other scheduled payments of principal prior to, the analogous date under theindenture governing the Convertible Securities that are so repurchased, exchanged or converted and (y) has terms,conditions and covenants that are no less favorable to the Company than the Convertible Securities that are sorepurchased, exchanged or converted (as determined by the Company in good faith)) (any such series ofConvertible Securities, “Refinancing Convertible Securities”) and/or by payment of cash (in an amount that doesnot exceed the proceeds received by the Company from the substantially concurrent issuance of shares of theCompany’s common stock and/or Refinancing Convertible Securities plus the net cash proceeds, if any, receivedby the Company pursuant to the related exercise or early unwind or termination of the related PermittedConvertible Indebtedness Call Transactions, if any, pursuant to the immediately following proviso); provided that,substantially concurrently with, or a commercially reasonable period of time before or after, the related settlementdate for the Convertible Securities that are so repurchased, exchanged or converted, the Company shall (and, forthe avoidance of doubt, shall be permitted under this Section 10.12 to) exercise or unwind or terminate early(whether in cash,

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shares or any combination thereof) the portion of any Permitted Convertible Indebtedness Call Transactions, ifany, corresponding to such Convertible Securities that are so repurchased, exchanged or converted.

Section 10.13. Designation of Restricted and Unrestricted Subsidiaries. (a) At any time after the end ofthe Specified Period, the Board of Directors of the Company may designate any Unrestricted Subsidiary as aRestricted Subsidiary and may designate any Restricted Subsidiary as an Unrestricted Subsidiary, provided that (i)at such time and immediately after giving effect thereto (x) the Company would be permitted to incur at least$1.00 of additional Priority Debt under the limitations of Section 10.4, and (y) no Default or Event of Defaultshall have occurred and be continuing, (ii) the designation of such Subsidiary as Restricted or Unrestricted shallnot be changed pursuant to this Section 10.13 on more than two occasions, and (iii) no Subsidiary may bedesignated as an Unrestricted Subsidiary unless (1) the Term A Loans have been paid in full and (2) the Companyis in compliance with the financial covenants in this Agreement as in effect prior to the First AmendmentEffective Date (and has irrevocably elected to have the financial covenants in this Agreement as in effect prior tothe First Amendment Effective Date become effective on the Fixed Charge Coverage Reinstatement Date. TheCompany shall, within ten (10) days after the designation of any Subsidiary as Restricted or Unrestricted, givewritten notice of such action to each holder of a Note.

(b) The Company acknowledges and agrees that if, after the date hereof, any Person becomes aRestricted Subsidiary, all Debt, leases and other obligations and all Liens and Investments of such Person existingas of the date such Person becomes a Restricted Subsidiary shall be deemed, for all purposes of this Agreement, tohave been incurred, entered into, made or created at the same time such Person so becomes a RestrictedSubsidiary.

Section 10.14. Nature of Business. Neither the Company nor any Restricted Subsidiary will engage in anybusiness if, as a result, the general nature of the business, taken on a consolidated basis, which would then beengaged in by the Company and its Restricted Subsidiaries would be substantially changed from the generalnature of the business engaged in by the Company and its Restricted Subsidiaries on the date of this Agreement.

Section 10.15. Terrorism Sanctions Regulations. The Company will not and will not permit anyControlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own orcontrol a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by theEuropean Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction(including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) withany Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any law orregulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. EconomicSanctions, or (c) to engage, nor shall any Affiliate of either engage, in any activity that could subject such Personor any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any othercountry that is subject to U.S. Economic Sanctions.

Section 10.16. Investments, Loans, Advances. The Company shall not and shall not suffer

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or permit any Restricted Subsidiary to make or commit to make any Investment, other than: (a) PermittedInvestments – Cash Equivalents; (b) Investments in its existing Restricted Subsidiaries (other than ExcludedSubsidiaries during the Specified Period); (c) Investments in new Restricted Subsidiaries (other than ExcludedSubsidiaries during the Specified Period) engaged in businesses of the type conducted by the Company and itsRestricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto; (d)loans or advances to franchisees not to exceed $10,000,000, on a consolidated basis, in the aggregate at any timeafter the First Amendment Effective Date other than during a Specified Period; (e) existing Investments listed inthe attached Schedule 10.16, (f) Investments required under Deferred Equity Contribution Obligations, (g)Investments (excluding Contingent Obligations) in owners of properties or businesses managed by the Companyor a Restricted Subsidiary, consistent with the Company’s existing business practices or policies; (h) Investmentspermitted in Section 10.10, (i) Investments, consisting of Contingent Obligations, in owners of properties orbusinesses managed by the Company or a Restricted Subsidiary not to exceed $25,000,000, on a consolidatedbasis, in the aggregate at any time after the First Amendment Effective Date; (j) investments by the Company’scaptive insurance Subsidiary consistent with its investment policy and current practices approved by theAdministrative AgentRequired Holders from time to time; and (k(k) investments by the Company consisting ofConvertible Securities acquired in connection with the conversion or exchange of the Convertible Securities;provided that (x) to the extent such Convertible Securities are converted or exchanged into Equity Interests, suchEquity Interests shall be Qualified Equity Interests of the Company, and (y) to the extent such conversion orexchange involves any cash payment or any other payment not consisting of Qualified Equity Interests of theCompany (excluding cash in lieu of fractional shares), both before and immediately after giving effect to any suchprepayment or defeasance, (A) the Company is in compliance with the financial covenants in this Agreement as ineffect prior to the First Amendment Effective Date (and has irrevocably elected to have the financial covenants inthis Agreement as in effect prior to the First Amendment Effective Date become effective on the Fixed ChargeCoverage Reinstatement Date) and (B) no Default or Event of Defaults exists; (l )investments represented byPermitted Convertible Indebtedness Call Transactions; and (m) other Investments (including ContingentObligations) not to exceed $25,000,000 on a consolidated basis, in the aggregate at any time after the FirstAmendment Effective Date; provided, however, that (i) the Company and its Restricted Subsidiaries shall only bepermitted to make or commit to make any other Investments (including Contingent Obligations) during theSpecified Period if on a consolidated basis and in the aggregate such other Investments do not exceed $5,000,000and (ii) notwithstanding anything herein to the contrary, Investments made in or to Pfister LLC during theSpecified Period shall not exceed $5,000,000 in the aggregate.

SECTION 11. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and becontinuing:

(a) the Company defaults in the payment of any principal, Make-Whole Amount, if any, or otherpremium, if any, on any Note for more than one (1) Business Day after the same becomes due and payable,whether at maturity or at a date fixed for prepayment or by declaration or otherwise, or the Companymakes the payment of any

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principal or Make-Whole Amount, if any, or other premium, if any, on the Notes on the Business Dayimmediately following the Business Day in which such payment is due and payable on more than five (5)occasions; or

(b) the Company defaults in the payment of any interest on any Note for more than five (5)Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained inSection 7.1(d) or Section 10; or

(d) the Company or any Subsidiary Guarantor defaults in the performance of or compliancewith any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or in anySubsidiary Guaranty and such default is not remedied within thirty (30) days after the earlier of (i) aResponsible Officer obtaining actual knowledge of such default and (ii) the Company receiving writtennotice of such default from any holder of a Note (any such written notice to be identified as a “notice ofdefault” and to refer specifically to this Section 11(d)); or

(e) (i) any representation or warranty made in writing by or on behalf of the Company or byany officer of the Company in this Agreement or any writing furnished in connection with the transactionscontemplated hereby proves to have been false or incorrect in any material respect on the date as of whichmade, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantoror by any officer of such Subsidiary Guarantor in any Subsidiary Guaranty or any writing furnished inconnection with such Subsidiary Guaranty proves to have been false or incorrect in any material respect onthe date as of which made; or

(f) (i) the Company or any Restricted Subsidiary is in default (as principal or as guarantor orother surety) in the payment of any principal of or premium or make-whole amount or interest on any Debtthat is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of graceprovided with respect thereto, (ii) the Company or any Restricted Subsidiary is in default (as principal oras guarantor or other surety) in the performance of or compliance with any term of any evidence of anyDebt in an aggregate outstanding principal amount of at least $10,000,000 or of any mortgage, indentureor other agreement relating thereto or any other condition exists, and as a consequence of such default orcondition such Debt has become, or has been declared, due and payable before its stated maturity or beforeits regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of anyevent or condition (other than the passage of time or the right of the holder of Debt to convert such Debtinto equity interests), the Company or any Restricted Subsidiary has become obligated to purchase orrepay Debt before its regular maturity or before its regularly scheduled dates of payment in an aggregateoutstanding principal amount of at least $10,000,000; provided that this clause (f) shall not apply to (x)secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assetssecuring such Debt, or (y) any conversion or settlement with respect to the Specified Convertible SeniorNotes in accordance with their terms; or

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(g) the Company or any of its Material Subsidiaries (i) is generally not paying, or admits inwriting its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise tothe filing against it of, a petition for relief or reorganization or arrangement or any other petition inbankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratoriumor other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv)consents to the appointment of a custodian, receiver, trustee or other officer with similar powers withrespect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to beliquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or governmental authority of competent jurisdiction enters an order appointing,without consent by the Company or any of its Material Subsidiaries, a custodian, receiver, trustee or otherofficer with similar powers with respect to it or with respect to any substantial part of its property, orconstituting an order for relief or approving a petition for relief or reorganization or any other petition inbankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction,or ordering the dissolution, winding-up or liquidation of the Company or any of its Material Subsidiaries,or any such petition shall be filed against the Company or any of its Material Subsidiaries and suchpetition shall not be dismissed within sixty (60) days; or

(i) one or more final judgments or orders for the payment of money aggregating in excess of$10,000,000, including, without limitation, any such final order enforcing a binding arbitration decision,are rendered against one or more of the Company and its Restricted Subsidiaries and which judgments arenot, within sixty (60) days after entry thereof, bonded, discharged or stayed pending appeal, or are notdischarged within sixty (60) days after the expiration of such stay;

(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Codefor any plan year or part thereof or a waiver of such standards or extension of any amortization period issought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall havebeen or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedingsunder ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall havenotified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings,(iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) ofERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $10,000,000, (iv)the aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds theaggregate current value of the assets of such Non-U.S. Plans allocable to such liabilities, (v) the Companyor any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to TitleI or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,(vi) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vii) the Companyor any Restricted Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment

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welfare benefits in a manner that would increase the liability of the Company or any Restricted Subsidiarythereunder, (viii) the Company or any Subsidiary fails to administer or maintain a Non-U.S. Plan incompliance with the requirements of any and all applicable laws, statutes, rules, regulations or court ordersor any Non-U.S. Plan is involuntarily terminated or wound up, or (ix) the Company or any Subsidiarybecomes subject to the imposition of a financial penalty (which for this purpose shall mean any tax,penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S.Plans; and any such event or events described in clauses (i) through (ix) above, either individually ortogether with any other such event or events, could reasonably be expected to have a Material AdverseEffect. As used in this Section 11(j), the terms “employee benefit plan” and “employee welfare benefitplan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or

(k) any Subsidiary Guaranty shall cease to be in full force and effect, any SubsidiaryGuarantor or any Person acting on behalf of any Subsidiary Guarantor shall contest in any manner thevalidity, binding nature or enforceability of any Subsidiary Guaranty, or the obligations of any SubsidiaryGuarantor under any Subsidiary Guaranty are not or cease to be legal, valid, binding and enforceable inaccordance with the terms of such Subsidiary Guaranty.

(l) any Collateral Document, at any time after its execution and delivery and for any reasonother than as expressly permitted hereunder or thereunder or the satisfaction in full of all the Obligations,shall cease to be in full force and effect; or any Note Party(or any Person by, through or on behalf of anyNote Party), shall contest in any manner the validity or enforceability of any provision of any CollateralDocument; or any Note Party shall deny that it has any or further liability or obligation under anyprovision of any Note Document, or purport to revoke, terminate or rescind any provision of any NoteDocument;

(m) prior to the Collateral Release Date, except as permitted by the terms of any CollateralDocument or the Intercreditor Agreement and except as provided in Section ___, (i) any CollateralDocument shall for any reason fail to create a valid security interest in any Collateral purported to becovered thereby, or (ii) any Lien securing any Obligation shall cease to be a perfected, first priority Lien.

SECTION 12. REMEDIES ON DEFAULT, ETC.

Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described in Section11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) ofSection 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all theNotes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders of more than50% in aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, bynotice or notices to the Company, declare all the Notes then

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outstanding to be immediately due and payable.

(c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holderor holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or theiroption, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due andpayable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or bydeclaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) allaccrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and(y) the Make-Whole Amount, if any, and any other premium, if any, determined in respect of such principalamount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each andevery case without presentment, demand, protest or further notice, all of which are hereby waived. The Companyacknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment inthe Notes free from repayment by the Company (except as herein specifically provided for) and that the provisionfor payment of a Make-Whole Amount or other premium by the Company in the event that the Notes are prepaidor are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation ofsuch right under such circumstances.

Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, andirrespective of whether any Notes have become or have been declared immediately due and payable under Section12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holderby an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of anyagreement contained herein or in any Note or Subsidiary Guaranty, or for an injunction against a violation of anyof the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law orotherwise.

Section 12.3. Rescission. At any time after any Notes have been declared due and payable pursuant toSection 12.1(b) or (c), the holders of not less than 51% in aggregate principal amount of the Notes thenoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequencesif (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, onany Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest onsuch overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) anyoverdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shallhave paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default andDefaults, other than non-payment of amounts that have become due solely by reason of such declaration, havebeen cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for thepayment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing

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and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as awaiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedyconferred by this Agreement, any Subsidiary Guaranty or any Note upon any holder thereof shall be exclusive ofany other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, bystatute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay tothe holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses ofsuch holder incurred in any enforcement or collection under this Section 12, including, without limitation,reasonable attorneys’ fees, expenses and disbursements.

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 13.1. Registration of Notes. The Company shall keep at its principal executive office a registerfor the registration and registration of transfers of Notes. The name and address of each holder of one or moreNotes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registeredin such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficialowner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at anysuch beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiveror consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person(s) inwhose name any Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for allpurposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. TheCompany shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, acomplete and correct copy of the names and addresses of all registered holders of Notes.

Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at theaddress and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transferor exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a writteninstrument of transfer duly executed by the registered holder of such Note or such holder’s attorney dulyauthorized in writing and accompanied by the relevant name, address and other information for notices of eachtransferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute anddeliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holderthereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of thesurrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall besubstantially in the form of Schedule 1. Each such new Note shall be dated and bear interest from the date towhich interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interestshall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax orgovernmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred indenominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder ofits entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by itsacceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made therepresentation set forth in Section 6.3, provided that such holder may (in reliance upon information provided bythe

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Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by suchholder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA.

The Notes have not been registered under the Securities Act or under the securities laws of any state andmay not be transferred or resold unless registered under the Securities Act and all applicable state securities lawsor unless an exemption from the requirement for such registration is available.

Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the attention of thedesignated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership ofand the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an InstitutionalInvestor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation),and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that ifthe holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with aminimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s ownunsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver not more than five (5) Business Days followingsatisfaction of such conditions, in lieu thereof, a new Note, dated and bearing interest from the date to whichinterest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen,destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION 14. PAYMENTS ON NOTES.

Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount,if any, other premium, if any, and interest becoming due and payable on the Notes shall be made in New York,New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company may at any time,by notice to each holder of a Note, change the place of payment of the Notes so long as such place of paymentshall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trustcompany in such jurisdiction.

Section 14.2. Home Office Payment. So long as any Purchaser or its nominee shall be the holder of anyNote, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company willpay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all otheramounts becoming due hereunder by the method and at the address specified for such purpose below suchPurchaser’s name in Schedule A, or by such other method or at such other address as such Purchaser shall havefrom time to time specified to the Company in writing for such purpose, without the presentation or surrender

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of such Note or the making of any notation thereon, except that upon written request of the Company madeconcurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shallsurrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principalexecutive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at itselection, either endorse thereon the amount of principal paid thereon and the last date to which interest has beenpaid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct orindirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the sameagreement relating to such Note as the Purchasers have made in this Section 14.2.

Section 14.3. FATCA Information. By acceptance of any Note, the holder of such Note agrees that suchholder will with reasonable promptness duly complete and deliver to the Company, or to such other Person as maybe reasonably requested by the Company, from time to time (a) in the case of any such holder that is a UnitedStates Person, such holder’s United States tax identification number or other Forms reasonably requested by theCompany necessary to establish such holder’s status as a United States Person under FATCA and as mayotherwise be necessary for the Company to comply with its obligations under FATCA and (b) in the case of anysuch holder that is not a United States Person, such documentation prescribed by applicable law (including asprescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary forthe Company to comply with its obligations under FATCA and to determine that such holder has complied withsuch holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any suchpayment made to such holder. Nothing in this Section 14.3 shall require any holder to provide information that isconfidential or proprietary to such holder unless the Company is required to obtain such information underFATCA and, in such event, the Company shall treat any such information it receives as confidential.

SECTION 15. EXPENSES, ETC.

Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby areconsummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a specialcounsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasersand each other holder of a Note in connection with such transactions and in connection with any amendments,waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty, any Collateral Document orthe Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs andexpenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rightsunder this Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes or in responding to anysubpoena or other legal process or informal investigative demand issued in connection with this Agreement, anySubsidiary Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (b) thecosts and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy ofthe Company or any Subsidiary or in connection with any work-out or restructuring of the

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transactions contemplated hereby and by the Notes, any Collateral Document and any Subsidiary Guaranty and (c)the costs and expenses incurred in connection with the initial filing of this Agreement and all related documentsand financial information with the SVO provided, that such costs and expenses under this clause (c) shall notexceed $4,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense aLegal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of aNote harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (otherthan those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) anyand all wire transfer fees that any bank or other financial institution deducts from any payment under such Note tosuch holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) anyjudgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees andexpenses) or obligation resulting from the consummation of the transactions contemplated hereby, including theuse of the proceeds of the Notes by the Company.

Section 15.2. Certain Taxes. The Company agrees to pay all stamp, documentary or similar taxes or feeswhich may be payable in respect of the execution and delivery or the enforcement of this Agreement or anySubsidiary Guaranty or the execution and delivery (but not the transfer) or the enforcement of any of the Notes inthe United States or any other jurisdiction where the Company or any Subsidiary Guarantor has assets or of anyamendment of, or waiver or consent under or with respect to, this Agreement or any Subsidiary Guaranty or ofany of the Notes, and to pay any value added tax due and payable in respect of reimbursement of costs andexpenses by the Company pursuant to this Section 15, and will save each holder of a Note to the extent permittedby applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of anysuch tax or fee required to be paid by the Company hereunder.

Section 15.3. Survival. The obligations of the Company under this Section 15 will survive the paymentor transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, anySubsidiary Guaranty or the Notes, and the termination of this Agreement.

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of thisAgreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interesttherein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless ofany investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. Allstatements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant tothis Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject tothe preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreementand understanding between each Purchaser and the Company and supersede all prior agreements andunderstandings relating to the subject matter hereof.

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SECTION 17. AMENDMENT AND WAIVER.

Section 17.1. Requirements. (a) This Agreement and the Notes may be amended, and the observance ofany term hereof or of the Notes may be waived (either retroactively or prospectively), only with the writtenconsent of the Company and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any definedterm (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser inwriting; and

(b) no amendment or waiver may, without the written consent of each Purchaser and theholder of each Note at the time outstanding, (i) change the percentage of the principal amount of the Notesthe holders of which are required to consent to any amendment or waiver or the principal amount of theNotes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions toClosing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the secondsentence of Section 8.2 and Section 11(a), 11(b), 12, 17 or 20.

(b) Change to Interest Rates, Payments or Make-Whole. Notwithstanding anything to the contrarycontained in Section 17.1(a), with the prior written consent of (i) the Company and all of the holders of the Notes(A) the interest rate on the Notes may be reduced, (B) the time of payment of interest on the Notes which resultsin an effective reduction in the interest rate may be changed, (C) the Make-Whole Amount (or other prepaymentpremium, if applicable) (or method of computation thereof) associated with the Notes may be changed, and (D)subject to the provisions of Section 12 relating to acceleration or rescission, the time of or amount of anyprepayment or payment of principal may be changed, and (ii) the Company and the holders of more than 50% inaggregate principal amount of the Notes, the interest rate on the Notes may be increased, including any increase inthe frequency of payment of such interest which results in an effective increase in the interest rate, in each case,without any requirements to obtain the prior written consent of any other holders of the Notes.

Section 17.2. Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each Purchaser and each holder of a Note with sufficientinformation, sufficiently far in advance of the date a decision is required, to enable such Purchaser and suchholder to make an informed and considered decision with respect to any proposed amendment, waiver or consentin respect of any of the provisions hereof or of the Notes or any Subsidiary Guaranty. The Company will deliverexecuted or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 orany Subsidiary Guaranty to each Purchaser and each holder of a Note promptly following the date on which it isexecuted and delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes.

(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration,whether by way of supplemental or additional interest, fee or otherwise, or grant

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any security or provide other credit support, to any Purchaser or holder of a Note as consideration for or as aninducement to the entering into by such Purchaser or holder of any waiver or amendment of any of the terms andprovisions hereof or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, orsecurity is concurrently granted or other credit support concurrently provided, on the same terms, ratably to eachPurchaser and holder of a Note even if such Purchaser or holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 17 or anySubsidiary Guaranty by a holder of a Note that has transferred or has agreed to transfer its Note to, or accepted anoffer to prepay its Note from, the Company, any Subsidiary or any Affiliate of the Company shall be void and ofno force or effect except solely as to such holder, and any amendments effected or waivers granted or to beeffected or granted that would not have been or would not be so effected or granted but for such consent (and theconsents of all other holders of Notes that were acquired or prepaid under the same or similar conditions) shall bevoid and of no force or effect except solely as to such holder.

Section 17.3. Binding Effect, etc. Any amendment or waiver consented to as provided in this Section 17or any Subsidiary Guaranty applies equally to all Purchasers and holders of Notes and is binding upon them andupon each future holder of any Note and upon the Company without regard to whether such Note has beenmarked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect anyobligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any rightconsequent thereon. No course of dealing between the Company and any Purchaser or holder of a Note and nodelay in exercising any rights hereunder or under any Note or Subsidiary Guaranty shall operate as a waiver ofany rights of any Purchaser or holder of such Note.

Section 17.4. Notes Held by Company, etc. Solely for the purpose of determining whether the holders ofthe requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to anyamendment, waiver or consent to be given under this Agreement, any Subsidiary Guaranty or the Notes, or havedirected the taking of any action provided herein or in any Subsidiary Guaranty or the Notes to be taken upon thedirection of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding,Notes directly or indirectly owned by the Company, any Restricted Subsidiary or any of their respective Affiliatesshall be deemed not to be outstanding.

SECTION 18. NOTICES.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided forhereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy ofsuch notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered orcertified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnightdelivery service (with charges prepaid). Any such notice must be sent:

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specifiedfor such communications in Schedule A, or at such other address as

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such Purchaser or nominee shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shallhave specified to the Company in writing, or

(iii) if to the Company, to the Company at its address set forth at the beginning hereof to theattention of Chief Financial Officer, with a copy to the General Counsel, or at such other address as theCompany shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

SECTION 19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waiversand modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (exceptthe Notes themselves), and (c) financial statements, certificates and other information previously or hereafterfurnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic,digital, or other similar process and such Purchaser may destroy any original document so reproduced. TheCompany agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall beadmissible in evidence as the original itself in any judicial or administrative proceeding (whether or not theoriginal is in existence and whether or not such reproduction was made by such Purchaser in the regular course ofbusiness) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissiblein evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting anysuch reproduction to the same extent that it could contest the original, or from introducing evidence todemonstrate the inaccuracy of any such reproduction.

SECTION 20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, “Confidential Information” means information delivered to anyPurchaser by or on behalf of the Company or any Restricted Subsidiary in connection with the transactionscontemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly markedor labeled or otherwise adequately identified when received by such Purchaser as being confidential informationof the Company or such Restricted Subsidiary, provided that such term does not include information that (a) waspublicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequentlybecomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’sbehalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or anyRestricted Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that areotherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information inaccordance with procedures adopted by such Purchaser in good faith to protect confidential information of thirdparties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Informationto (i) its directors, officers, employees, agents, attorneys, trustees and

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affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by itsNotes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential theConfidential Information substantially in accordance with this Section 20, (iii) any other holder of any Note, (iv)any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participationtherein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound bythis Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person hasagreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (vi) anyfederal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in eachcase, any similar organization, or any nationally recognized rating agency that requires access to informationabout such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure maybe necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to suchPurchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to whichsuch Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchasermay reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or forthe protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any SubsidiaryGuaranty. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by andto be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable requestby the Company in connection with the delivery to any holder of a Note of information required to be delivered tosuch holder under this Agreement or requested by such holder (other than a holder that is a party to thisAgreement or its nominee), such holder will enter into an agreement with the Company embodying this Section20.

In the event that as a condition to receiving access to information relating to the Company or itsSubsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, anyPurchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks,another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, thisSection 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, thisSection 20 shall supersede any such other confidentiality undertaking.

SECTION 21. SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any oneof such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed topurchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser andsuch Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement andshall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representationsset forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other thanin this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In theevent that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaserthereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon

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receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” inthis Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, butshall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an originalholder of the Notes under this Agreement.

SECTION 22. MISCELLANEOUS.

Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreementby or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns(including, without limitation, any subsequent holder of a Note) whether so expressed or not, except that, subjectto Section 10.7, the Company may not assign or otherwise transfer any of its rights or obligations hereunder orunder the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed orimplied, shall be construed to confer upon any Person (other than the parties hereto and their respective successorsand assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 22.2. Accounting Terms. (a) All accounting terms used herein which are not expressly defined inthis Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwisespecifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordancewith GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes ofdetermining compliance with this Agreement (including, without limitation, Section 9, Section 10 and thedefinition of “Debt”), any election by the Company to measure any financial liability using fair value (aspermitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 –Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurementor any similar accounting standard) shall be disregarded and such determination shall be made as if such electionhad not been made and only those leases that would constitute Capital Leases in conformity with GAAP prior tothe effectiveness of Financial Accounting Standards Board Accounting Standards Codification Topic No. 842 (orany other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect(and related interpretations)) shall be considered Capital Leases, and all calculations and deliverables under thisAgreement shall be made or delivered, as applicable, in accordance therewith. For the avoidance of doubt, andwithout limitation of the foregoing, Convertible Securities shall at all times be valued at the full stated principalamount thereof and shall not include any reduction or appreciation in value of the shares deliverable uponconversion thereof.

(b) If at any time any change in GAAP would affect the computation of any financial ratio orrequirement set forth in this Agreement, and either the Company or the Required Holders shall so request, theholders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the originalintent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided that,until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior tosuch change therein and (ii) the Company shall provide to the holders financial statements and other documentsrequired under this Agreement or as reasonably requested hereunder setting forth a

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reconciliation between calculations of such ratio or requirement made before and after giving effect to suchchange in GAAP on the first reporting date after the change is adopted. Without limiting the foregoing, leasesshall continue to be classified and accounted for on a basis consistent with that reflected in the audited financialstatements dated as of March 15, 2016 for all purposes of this Agreement, notwithstanding any change in GAAPrelating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing suchchanges, as provided for above. .

Section 22.3. Severability. Any provision of this Agreement that is prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceabilitywithout invalidating the remaining provisions hereof, and any such prohibition or unenforceability in anyjurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in anyother jurisdiction.

Section 22.4. Construction, etc. Each covenant contained herein shall be construed (absent expressprovision to the contrary) as being independent of each other covenant contained herein, so that compliance withany one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with anyother covenant. Where any provision herein refers to action to be taken by any Person, or which such Person isprohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly bysuch Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Wheneverthe context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Thewords “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the contextrequires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shallbe construed as referring to such agreement, instrument or other document as from time to time amended,supplemented or otherwise modified (subject to any restrictions on such amendments, supplements ormodifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued insubstitution therefor pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shallbe construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,”and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particularprovision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, andSchedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwisespecified, refer to such law or regulation as amended, modified or supplemented from time to time.

Section 22.5. Counterparts. This Agreement may be executed in any number of counterparts, each ofwhich shall be an original but all of which together shall constitute one instrument. Each counterpart may consistof a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall

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be deemed to be a part hereof.

Section 22.6. Governing Law. This Agreement shall be construed and enforced in accordance with, andthe rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principlesof the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 22.7. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits tothe non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, TheCity of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. Tothe fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way ofmotion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, anyobjection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedingbrought in any such court and any claim that any such suit, action or proceeding brought in any such court hasbeen brought in an inconvenient forum.

(b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in anysuit, action or proceeding of the nature referred to in Section 22.7(a) brought in any such court shall be conclusiveand binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of theUnited States of America or the State of New York (or any other courts to the jurisdiction of which it or any of itsassets is or may be subject) by a suit upon such judgment.

(c) The Company consents to process being served by or on behalf of any holder of Notes in any suit,action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered orcertified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at itsaddress specified in Section 18 or at such other address of which such holder shall then have been notifiedpursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respecteffective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extentpermitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by theUnited States Postal Service or any reputable commercial delivery service.

(d) Nothing in this Section 22.7 shall affect the right of any holder of a Note to serve process in anymanner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedingsagainst the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgmentobtained in one jurisdiction in any other jurisdiction.

(e) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHTON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTEDIN CONNECTION HEREWITH OR THEREWITH.

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* * * * *

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of thisAgreement and return it to the Company, whereupon this Agreement shall become a binding agreement betweenyou and the Company.

Very truly yours,

THE MARCUS CORPORATION

ByIts President

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This Agreement is herebyaccepted and agreed to asof the date hereof.

[PURCHASER]

ByName:Title:

SCHEDULE B(to Note Purchase Agreement)

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in theSection hereof following such term:

“Administrative Agent” means the Administrative Agent under the Bank Credit Agreement.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directlyor indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with,such first Person, and, with respect to the Company, shall include any Person beneficially owning or holding,directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary orany Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly orindirectly, 10% or more of any class of voting or equity interests. As used in this definition, “Control” means thepossession, directly or indirectly, of the power to direct or cause the direction of the management and policies of aPerson, whether through the ownership of voting securities, by contract or otherwise. Unless the contextotherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company. For allpurposes of this Agreement, Restricted Subsidiaries shall not be deemed to be Affiliates of the Company or anyother Restricted Subsidiary.

“Agreement” means this Agreement, including all Schedules attached to this Agreement, as it may beamended, restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” is defined in Section 5.16(d)(1).

“Anti-Money Laundering Laws” is defined in Section 5.16(c).

“Bank Credit Agreement” means the Credit Agreement dated as of January 9, 2020 by and among theCompany, JPMorgan Chase Bank, N.A., as Administrative Agent, U.S. Bank National Association, as SyndicationAgent, Wells Fargo Bank, National Association and Bank of America, N.A., as Co-Documentation Agents and theother financial institutions party thereto, including any renewals, extensions, amendments, supplements,restatements, replacements or refinancing thereof.

“Blocked Person” is defined in Section 5.16(a).

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks inNew York, New York are required or authorized to be closed.

“Capital Expenditures” means, without duplication, any cash expenditure for any purchase or otheracquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of theCompany and its Restricted Subsidiaries prepared in accordance with GAAP.

B-2

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently torecognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“Capital Lease Obligation” means, with respect to any Person and a Capital Lease, the amount of theobligation of such Person, as the lessee under the Capital Lease, which would appear as a liability on a balancesheet of such Person in accordance with GAAP.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, and applicable rules andregulations.

“CARES Allowable Uses” means “allowable uses” of proceeds of an SBA PPP Loan as described inSection 1102 of the CARES Act.

“CARES Payroll Costs” means “payroll costs” as defined in 15 U.S.C. 636(a)(36)(A)(viii) (as added to theSmall Business Act by Section 1102 of the CARES Act).

“Change in Control” is defined in Section 8.8(i).

“CISADA” means the Comprehensive Iran Sanctions, Accountability and Divestment Act.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules andregulations promulgated thereunder from time to time.

“Collateral” means any and all property owned, leased or operated by a Person covered by the CollateralDocuments and any and all other property of the Loan Parties, now existing or hereafter acquired, that may at anytime be, become or be intended to be, subject to a security interest or Lien in favor of the Collateral Agent, onbehalf of itself and the other Bank Lenderslenders and the other Secured Creditors, to secure the Obligations.

“Collateral Agent” has the meaning set forth in the Intercreditor Agreement. As of the First AmendmentEffective Date, the Collateral Agent is JPMorgan Chase Bank, N.A..

“Collateral Documents” means, collectively, the Security Agreement, the Mortgages and any otheragreements, instruments and documents executed in connection with this Agreement that are intended to create,perfect or evidence Liens to secure the Obligations, including, without limitation, all other security agreements,pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements,pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements andall other written matter whether theretofore, now or hereafter executed by any Note Party and delivered to the theCollateral Agent.

“Collateral Release Date” means the first date on which each of the following events has

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occurred for such date: (a) such date is at least three full Fiscal Quarters after the date on which the Term A Loanshave been paid in full and the Company is in compliance with the financial covenants in this Agreement as ineffect prior to the First Amendment Effective Date (and the Company has irrevocably elected to have the financialcovenants in this Agreement as in effect prior to the First Amendment Effective Date, effective on the FixedCharge Coverage Reinstatement Date (b) the Consolidated Leverage Ratio is less than 3.5:1.0, as calculated forthe most recently ended Fiscal Quarter prior to such date; (c) all Lenders under the Bank Credit Agreement shallsimultaneously release the Collateral and all Subsidiary Guaranties; and (d) no Default or Event of Default shallexist on such date.

“Company” means The Marcus Corporation, a Wisconsin corporation or any successor that becomes suchin the manner prescribed in Section 10.2.

“Confidential Information” is defined in Section 20.

“Consolidated Adjusted Cash Flow” means, for any period, the Consolidated Net Income for such periodplus, to the extent deducted in determining such Consolidated Net Income, (a) depreciation and amortization forsuch period, (b) all current and deferred taxes on income, provision for taxes on income, provision for taxes onunremitted foreign earnings which are included in consolidated gross revenues and current additions to reservesfor taxes, and (c) Consolidated Interest and Rental Expense, together with those items excluded from thedefinition of Consolidated Interest and Rental Expense pursuant to the proviso in such definition.

“Consolidated Adjusted Net Worth” means, as of any date of determination thereof, the Consolidated NetWorth less the total amount of all Restricted Investments in excess of 20% of Consolidated Net Worth, each as ofsuch date of determination.

“Consolidated Debt” means, as of the date of any determination thereof, all Debt of the Company and itsRestricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date ofdetermination; provided that the amount included in Consolidated Debt that pertains to all obligations under theMaster Licensing Agreement, to the extent considered a Capital Lease under GAAP, shall be equal to (a) onetwelfth of any shortfall amount required to be paid under the Master Licensing Agreement for the most recentlyended four consecutive Fiscal Quarters, times (b) the number of months remaining in the term of the MasterLicensing Agreement as of the most recently ended Fiscal Quarter.

“Consolidated EBITDA” means, for any period, consolidated operating income for the Company and itsRestricted Subsidiaries for such period plus (a) without duplication and to the extent deducted in determining suchconsolidated operating income for such period, the sum of (i) all amounts attributable to depreciation andamortization expense for such period, (ii) any non-cash share based compensation for such period, (iii) anyextraordinary unusual and/or infrequently occurring non-cash fees, costs, expenses, charges, losses or similaritems for such period, (iv) any other non-cash fees, costs, expenses, charges, losses or similar items for suchperiod (but excluding any non-cash charge in respect of an item that was included in consolidated operatingincome for the Company and its Restricted Subsidiaries in a prior period and any non-cash charge that relates tothe write-down or write-off of inventory, and any charge

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that is an amortization of a cash item that was paid in a prior period shall not be considered a non-cash charge),and (v) anyfees, costs, expenses, charges and losses incurred during such period in connection with any issuance,incurrence, conversion, exchange, redemption, repurchase, repayment, refinancing, settlement or satisfaction ofany Debt, equity or Permitted Convertible Indebtedness Call Transaction (whether or not successful), (vi) anyproceeds from business interruption insurance received during such period, to the extent the associated lossesarising out of the event that resulted in the payment of such business interruption insurance proceeds were takeninto account in computing consolidated operating income for the Company and its Restricted Subsidiaries, and(vii) any other unusual and non-recurring/or infrequently occurring fees, cash charges and other cash expenses forsuch period in an amount not to exceed $10,000,000 during any four consecutive Fiscal Quarter period, minus (b)without duplication and to the extent included in consolidated operating income for the Company and itsRestricted Subsidiaries, (i) any cash payments made during such period in respect of non-cash charges describedin clauses (a)(ii)-(iv) above and taken in a prior period and (ii) any extraordinary gains and any non-cash items ofincome for such period (provided that any income recognized in any period for cash received in a prior period(and not recognized in such prior period) shall not be considered non-cash under this clause (ii)), all calculated forthe Company and its Restricted Subsidiaries in accordance with GAAP on a consolidated basis consistentlyapplied and determined in a manner consistent with the Company’s most recently publicly filed financialstatements.

“Consolidated Fixed Charge Coverage Ratio” means, as of the date of any determination thereof, the ratioof (a) Consolidated Adjusted Cash Flow to (b) Consolidated Interest and Rental Expense to the extent paid orpayable in cash.

“Consolidated Interest and Rental Expense” means, for any period, all amounts recorded and deducted incomputing Consolidated Net Income for such period in respect of interest charges and expense and rental chargesfor such period (whether paid or accrued, or a cash or non-cash expense, and in the case of rental payments,including the full amount of those payments made under operating leases or synthetic leases, but only the imputedinterest under Finance Leases) in accordance with GAAP; provided, Consolidated Interest and Rental Expenseshall exclude all imputed interest discounts, yield, fees, charges and expense related to any Convertible Securitiesand/or any Permitted Convertible Indebtedness Call Transaction.

“Consolidated Leverage Ratio” or “CLR” means, as of the date of any determination thereof, the ratio of(a) Consolidated Debt on such date to (b) Consolidated EBITDA for the period of four consecutive FiscalQuarters ending on or most recently prior to such date.

“Consolidated Liquidity” means, as of the end of any Fiscal Quarter, the sum of (x) Unrestricted Cash OnHand as of the last day of such Fiscal Quarter plus (y) the difference between the Revolving Commitment (asdefined in the Bank Credit Agreement) and the average daily Revolving Credit Exposure (as defined in the BankCredit Agreement) for such Fiscal Quarter, provided that the amount calculated under this clause (y) for thesecond Fiscal Quarter of 2020 shall be determined on a pro forma basis assuming the Term A Loans funded on theFirst Amendment Effective Date were funded on the first day of such Fiscal Quarter.

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“Consolidated Net Income” means, for any period, the consolidated gross revenues of the Company andits Restricted Subsidiaries, less all operating and non-operating expenses of the Company and its RestrictedSubsidiaries, including all charges of a proper character (including current and deferred taxes on income,provision for taxes on income, provisions for taxes on unremitted foreign earnings which are included inconsolidated gross revenues, and current additions to reserves), all determined in accordance with GAAPconsistently applied, but not including in the computation thereof the amounts (including related expenses and anytax effect related thereto) resulting from (i) any gains or losses resulting from the sale, conversion or otherdisposition of capital assets (i.e., assets other than current assets), (ii) any gains or losses resulting from thereevaluation of assets, (iii) any gains or losses resulting from an acquisition by the Company or any of itsRestricted Subsidiaries at a discount of any debt of the Company or any of its Restricted Subsidiaries, (iv) anyequity of the Company or any of its Restricted Subsidiaries in the unremitted earnings of any Person which is nota Restricted Subsidiary, (v) any earnings of any Person acquired by the Company or any of its RestrictedSubsidiaries through purchase, merger or consolidation or otherwise for any time prior to the date of acquisition,(vi) any deferred credit representing the excess of equity in any Restricted Subsidiary of the Company at the dateof acquisition over the cost of the investment in such Restricted Subsidiary, (vii) any restoration to income of anyreserve, except to the extent that provision for such reserve was made out of income accrued during such period,(viii) any net gain from the collection of life insurance policies, or (ix) any gain resulting from investments or anyother nonrecurring item.

“Consolidated Net Worth” means, as of any date of determination thereof, the shareholders’ equity of theCompany and its Restricted Subsidiaries, calculated in accordance with GAAP on a consolidated basisconsistently applied.

“Consolidated Total Assets” means, as of the date of any determination thereof, the total amount of allassets of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance withGAAP.

“Consolidated Total Capitalization” means, as of the date of any determination thereof, the sum of (i)Consolidated Debt, plus (ii) Consolidated Adjusted Net Worth.

“Contingent Obligation” means any agreement, undertaking or arrangement by which any Personguarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement,contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in (including,without limitation, Deferred Equity Contribution Obligations), a debtor, or otherwise to assure a creditor againstloss) the indebtedness, obligation or any other liability of any other Person or guarantees the payment of dividendsor other distributions upon the shares of any other Person; excluding (i) endorsements of instruments in the courseof collection, (ii) so long as no claim or payment has been made thereon, guarantees that are effective solely uponthe occurrence of specified “bad boy” events that have not yet occurred in circumstances in which the occurrenceof such events is within the control of such Person or a Person controlled by such Person (e.g., provisionscommonly known as “bad boy” acts of such Person or a Person controlled by such Person, including fraud, grossnegligence, willful misconduct, and unlawful acts and such other customary “bad boy” acts as are reasonably

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acceptable to the Administrative Agent), and (iii) so long as no claim or payment has been made thereon,guarantees by the Company of the payment of franchise fees (but not of any IndebtednessDebt) by its Subsidiariesconsistent with past practices and in the ordinary course of business. The amount of any Person’s obligation underany Contingent Obligation shall (subject to any limitation set forth therein) be deemed to be the outstandingprincipal amount (or maximum principal amount, if larger) of the debt, obligation or other liability guaranteedthereby.

“Control Event” is defined in Section 8.8(j).

“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the Company’srespective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and itsControlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of a Person, whether through the ownershipof voting securities, by contract or otherwise.

“Convertible Securities” means (a) the Specified Convertible Senior Notes and (b) any other unsecuredDebt of the Company that is or will become, upon the occurrence of certain specified events or after the passageof a specified amount of time, (i) convertible into, or exchangeable for, Qualified Equity Interests of the Company(and cash in lieu of fractional shares), call options, warrants, rights or obligations to purchase (or substantiallyequivalent derivative transactions) that are exercisable for Qualified Equity Interests of the Company and/or cash(in an amount determined by reference to the price of such Equity Interests) and/or (ii) sold as units with calloptions, warrants, rights or obligations to purchase (or substantially equivalent derivative transactions) that areexercisable for Qualified Equity Interests of the Company and/or cash (in an amount determined by reference tothe price of such Equity Interests).

“Credit Facility” is defined in Material Credit Facility.

“Debt” means, with respect to any Person, without duplication,

(a) its liabilities for borrowed money;

(b) its liabilities for the deferred purchase price of property acquired by such Person(excluding accounts payable arising in the ordinary course of business, accrued expenses in the ordinarycourse of business and employee compensation and benefit obligations incurred in the ordinary course ofbusiness, but including, without limitation, all liabilities created or arising under any conditional sale orother title retention agreement with respect to any such property);

(c) its Capital Lease Obligations;

(d) all liabilities for borrowed money secured by any Lien with respect to any property ownedby such Person (whether or not it has assumed or otherwise become liable for such liabilities); and

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(e) any Guaranty of such Person with respect to liabilities of a type described in any ofclauses (a) through (d) hereof.

Debt of any Person shall include all obligations of such Person of the character described in clauses (a) through(e) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation isdeemed to be extinguished under GAAP.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of timeor the giving of notice or both, become an Event of Default.

“Default Rate” means, with respect to each Note, that rate of interest that is the greater of (i) 2% perannum above the rate of interest stated in clause (a) of the first paragraph of such Note or (ii) 2% over the rate ofinterest publicly announced by Bank of America, N.A. in New York, New York as its “base” or “prime” rate.

“Deferred Equity Contribution Obligations” means obligations of the Company or its RestrictedSubsidiaries to make equity contributions to Subsidiaries engaged in businesses of the type conducted by theCompany and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonablyrelated thereto, provided that no Default exists at the time such obligation is incurred and the incurrence of anysuch obligation does not cause a Default.

“Disclosure Documents” is defined in Section 5.3.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any saleand leaseback transaction) of any property by any Person (or the granting of any option or other right to do any ofthe foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes oraccounts receivable or any rights and claims associated therewith, but excluding, for the avoidance of doubt, anyissuance or conversion of Convertible Securities and the consummation of any Permitted ConvertibleIndebtedness Call Transaction.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of anysecurity into which it is convertible or for which it is exchangeable), or upon the happening of any event, maturesor is mandatorily redeemable (other than solely for Qualified Equity Interests, cash in lieu of fractional shares ofsuch Qualified Equity Interests, and call options, warrants, rights or obligations to purchase (or substantiallyequivalent derivative transactions) that are exercisable for Qualified Equity Interests and/or cash), pursuant to asinking fund obligation or otherwise (except as a result of a change in control or asset sale so long as any rights ofthe holders thereof upon the occurrence of a change in control or asset sale event shall be subject to the prioroccurrence of the Revolving Credit Maturity Date (as defined in the Bank Credit Agreement) and the Term AMaturity Date (as defined in the Bank Credit Agreement)), or redeemable at the option of the holder thereof (otherthan solely for Qualified Equity Interests, cash in lieu of fractional shares of such Qualified Equity Interests, andcall options, warrants, rights or obligations to purchase ((or substantially equivalent derivative transactions) thatare exercisable for Qualified Equity Interests and/or cash), in whole or in part. Notwithstanding the foregoing, (i)any Equity Interests issued to any employee or to any plan for

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the benefit of employees of the Company and/or its Subsidiaries or by any such plan to such employees shall notconstitute Disqualified Equity Interests solely because they may be required to be repurchased by the Company inorder to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, deathor disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfyits obligations thereunder by delivery of Equity Interests that are not Disqualified Equity Interests shall not bedeemed to be Disqualified Equity Interests.

“Electronic Delivery” is defined in Section 7.1(a).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations,ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements orgovernmental restrictions relating to pollution and the protection of the environment or the release of anymaterials into the environment, including but not limited to those related to Hazardous Materials.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limitedliability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants,options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time,and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a singleemployer together with the Company under section 414 of the Code.

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Real Property” means (a) the real property described on Schedule 10.2 and (b) any otherowned real property of the Company and its Restricted Subsidiaries that is not a hotel or theater and if the fairmarket value thereof (as reasonably determined by the Company and approved by the Administrative Agent) doesnot exceed $5,000,000 or as otherwise agreed to by the Required Holders.

“Excluded Sale and Leaseback Transaction” shall mean any sale or transfer of property owned by theCompany or any Restricted Subsidiary to any Person within one hundred eighty (180) days following theacquisition or construction of such property by the Company or any Restricted Subsidiary if the Company or aRestricted Subsidiary shall concurrently with such sale or transfer lease such property, as lessee.

“Excluded Subsidiaries” means (a) Pfister LLC and (b) with the consent of the Required Holders,Subsidiaries that are not Wholly Owned Subsidiaries of the Company.

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“First Amendment” means the First Amendment to Note Purchase Agreement dated as of April 29, 2020by and among the Company and the holders of Notes.

“First Amendment Effective Date” has the meaning given to that term in the First Amendment.

“Fiscal Quarter” means each fiscal quarter of the Company based on three 13-week quarters and a finalquarter consisting of 13 or 14 weeks consistent with the Company’s current practice.

“Fixed Charge Coverage Reinstatement Date” means the earlier of (x) September 2429, 20212022 and (y)the date on which the Company sends either the Administrative Agent orand the holders of Notes an irrevocablewritten notice that it is reinstating the testing of the Consolidated Fixed Charge Coverage Ratio (Section 10.5)suspended on the First Amendment Effective Date. The Consolidated Fixed Charge Coverage Ratio will thenresume testing beginning on the last day of the Fiscal Quarter ending September 2429, 20212022 if such covenantis reinstated in accordance with clause (x) or on the last day of such Fiscal Quarter in which Company sends theAdministrative Agent and the holders of Notes an irrevocable written notice in accordance with clause (y).

“Fixed Charges” means, with respect to any period, the sum of (i) all Operating Lease Rentals payableduring such period by the Company and its Restricted Subsidiaries, plus (ii) Net Interest Charges during suchperiod of the Company and its Restricted Subsidiaries.

“First Amendment” means the First Amendment to Note Purchase Agreement dated as of April [__], 2020by and among the Company and the holders of Notes.

“First Amendment Effective Date” has the meaning given to that term in the First Amendment.

“Fiscal Quarter” means each fiscal quarter of the Company based on three 13-week quarters and a finalquarter consisting of 13 or 14 weeks consistent with the Company’s current practice.

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“GAAP” means generally accepted accounting principles as in effect from time to time in the UnitedStates of America.

“Governmental Authority” means

(a) the government of

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(i) the United States of America or any State or other political subdivision thereof, or

(ii) any jurisdiction in which the Company or any Restricted Subsidiary conducts all orany part of its business, or which asserts jurisdiction over any properties of the Company or anyRestricted Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functionsof, or pertaining to, any such government.

“Governmental Forgivable Debt” means SBA PPP Loans and Governmental Stimulus Debt satisfying thefollowing conditions: (i) such Debt is forgivable, (ii) the Company or its Restricted Subsidiary liable on such Debtqualifies for the forgiveness of such Debt, and (iii) the Company or its Restricted Subsidiary liable on such Debtcomplies with all terms for the forgiveness thereof.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for politicaloffice, official of any public international organization or anyone else acting in an official capacity.

“Governmental Stimulus Debt” means any unsecured Debt (other than SBA PPP Loans) incurred by theCompany or any of its Restricted Subsidiaries after the First Amendment Effective Date pursuant to anyGovernmental Authority economic stimulus program offering such Debt on favorable terms to the Company orany of its Restricted Subsidiaries.

“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinarycourse of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effectguaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directlyor indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise,by such Person:

(a) to purchase such indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such indebtedness orobligation, or (ii) to maintain any working capital or other balance sheet condition or any incomestatement condition of any other Person or otherwise to advance or make available funds for the purchaseor payment of such indebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose ofassuring the owner of such indebtedness or obligation of the ability of any other Person to make paymentof the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or obligation against loss in respectthereof.

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In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness orother obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances thatmight pose a hazard to health or safety, the removal of which may be required or the generation, manufacture,refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release,discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by anyapplicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinatedbiphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalizedsubstances.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the registermaintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, thenfor the purposes of Sections 7, 12, 17.2 and 18 and any related definitions in this Schedule B, “holder” shall meanthe beneficial owner of such Note whose name and address appears in such register.

“Incorporated Covenant” is defined in Section 9.11(b).

“INHAM Exemption” is defined in Section 6.3(e).

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together withone or more of its affiliates) more than $2,000,000 of the aggregate principal amount of the Notes thenoutstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pensionplan, any investment company, any insurance company, any broker or dealer, or any other similar financialinstitution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Intercreditor Agreement” means the Intercreditor and Collateral Agency Agreement dated on or aboutthe First Amendment Effective Date by and among the Administrative Agent, the Collateral Agent, the holders ofNotes and the other parties thereto, as amended, restated or otherwise modified from time to time.

“Interest Charges” means, with respect to any period, the sum (without duplication) of (a) all interest inrespect of all Debt of the Company and its Restricted Subsidiaries (including the interest component of rentals onCapital Leases) deducted in determining Consolidated Net Income for such period, together with all interestcapitalized or deferred during such period and not deducted in determining Consolidated Net Income for suchperiod, plus (b) all debt discount and expense amortized or required to be amortized in the determination ofConsolidated Net Income for such period.

“Investments” shall mean all investments, in cash or by delivery of property made, directly or indirectly inany Person, whether by acquisition of shares of capital stock, indebtedness or other obligations or securities or byloan, advance, capital contribution or

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otherwise; provided, however, that “Investments” shall not mean or include routine investments in property orassets to be used or consumed in the ordinary course of business.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or otherencumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person underany conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property orasset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and allsimilar arrangements).

“Make-Whole Amount” is defined in Section 8.6.

“Master Licensing Agreement” means the master licensing agreement entered into during the secondFiscal Quarter of the 2012 Fiscal Year by the Company and/or its Restricted Subsidiaries with CDF2 Holdings,LLC, a subsidiary of Cinedigm Digital Cinema Corp. (CDF2), with respect to their digital cinema projectionsystems, and any amendments or modifications thereof and similar agreements (i.e. agreements under which allpayments are expected to be covered through the payment of virtual print fees from film distributors to CDF2 orother independent third parties that are not affiliated with the Company or any of its Subsidiaries) with respect totheir digital cinema projection systems.

“Material” means material in relation to the business, operations, affairs, financial condition, assets,properties, or prospects of the Company and its Restricted Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs,financial condition, assets or properties of the Company and its Restricted Subsidiaries taken as a whole, (b) theability of the Company to perform its obligations under this Agreement and the Notes, (c) the ability of anySubsidiary Guarantor to perform its obligations under its Subsidiary Guaranty, (d) the validity or enforceability ofthis Agreement, the Notes or any Subsidiary Guaranty or (e) prior to the Collateral Release Date, the Collateral, orthe Administrative Agent’s or Collateral Agent’s Liens (on behalf of itself and the other Secured Creditors) on theCollateral or the priority of such Liens.

“Material Credit Facility” means, as to the Company and its Subsidiaries,

(a) the Bank Credit Agreement, including any renewals, extensions, amendments,supplements, restatements, replacements or refinancing thereof;

(b) the 2013 NPA; and

(c) any other agreement(s) creating or evidencing indebtedness for borrowed money enteredinto by the Company or any Restricted Subsidiary, or in respect of which the Company or any Subsidiaryis an obligor or otherwise provides a guarantee or other credit support (“Credit Facility”), in a principalamount outstanding or available for borrowing equal to or greater than $20,000,000 (or the equivalent ofsuch amount in the relevant currency of payment, determined as of the date of the closing of such facility

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based on the exchange rate of such other currency); and if no Credit Facility or Credit Facilities equal orexceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

“Material Subsidiary” means any Restricted Subsidiary which, either individually or together with one ormore Restricted Subsidiaries, (i) accounts for more than 5% of Consolidated Total Assets, or (ii) accounts formore than 5% of Consolidated gross revenues of the Company and its Restricted Subsidiaries.

“Maturity Date” is defined in the first paragraph of each Note.

“More Favorable Covenant” is defined in Section 9.11(a).

“Most Favored Lender Notice” is defined in Section 9.11(c).

“Mortgage” means the Specified Mortgages and any other mortgage, deed of trust or other agreementwhich conveys or evidences a Lien in favor of the Collateral Agent, for the benefit of the Collateral Agent and theSecured Creditors. including any amendment, restatement, modification or supplement thereto.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“Net Interest Charges” means, with respect to any period, the difference between (but not below zero) (i)all Interest Charges during such period of the Company and its Restricted Subsidiaries, minus (ii) all interestincome during such period of the Company and its Restricted Subsidiaries.

“Note Documents” means this Agreement, the Notes, the Intercreditor Agreement, each CollateralDocument, each Subsidiary Guaranty, and all other agreements, instruments, documents and certificates executedand delivered in connection with this Agreement or the transactions contemplated hereby or thereby. Anyreference in this Agreement or any other Note Document to a Note Document shall include all appendices,exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, andshall refer to this Agreement or such Note Document as the same may be in effect at any and all times suchreference becomes operative.

“Note Party” or “Note Parties” means individually any of the Company or any Subsidiary Guarantor andcollectively the Company and the Subsidiary Guarantors.

“Notes” is defined in Section 1.

“Obligations” is defined in the Intercreditor Agreement.

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“OFAC” is defined in Section 5.16(a).

“OFAC Listed Person” is defined in Section 5.16(a).

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible foradministering and enforcing. A list of OFAC Sanctions Programs may be found athttp://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of theCompany whose responsibilities extend to the subject matter of such certificate.

“Operating Lease Rentals” means, with respect to any period, the sum of the minimum amount of rentaland other obligations required to be paid during such period by the Company or any Restricted Subsidiary aslessee under all leases of real or personal property (other than Capital Leases), excluding any amounts required tobe paid by the lessee (whether or not therein designated as rental or additional rental) (a) which are on account ofmaintenance and repairs, insurance, taxes, assessments, water rates and similar charges, or (b) which are based onprofits, revenues or sales realized by the lessee from the leased property or otherwise based on the performance ofthe lessee.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or anysuccessor thereto.

“Permitted Bond Hedge Transaction” means any call option or capped call option (or substantivelyequivalent derivative transaction) relating to the common stock of the Company (or other securities or propertyfollowing a merger event, reclassification or other change of the common stock of the Company), whether settledin such common stock (or such other securities or property), cash or a combination thereof, purchased by theCompany or any of its Subsidiaries in connection with an issuance of Convertible Securities; provided that thepurchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Company from thesale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Companyfrom the sale of such Convertible Securities issued in connection with such Permitted Bond Hedge Transaction.

“Permitted Convertible Indebtedness Call Transaction” means any Permitted Bond Hedge Transactionand any Permitted Warrant Transaction.

“Permitted Refinancing Indebtedness” means any Debt issued in exchange for, or the net proceeds ofwhich are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), other Debt(including previous re-financings that constituted Permitted Refinancing Indebtedness), to the extent that (a) theprincipal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceedthe principal amount (or accreted value, if applicable) of the Debt so refinanced (plus unpaid accrued interest andpremium (including tender premium and any make-whole amount) thereon, any committed or undrawn amountsassociated with, original issue discount on, and underwriting discounts, defeasance costs, fees, commissions andexpenses incurred in connection with, such Permitted

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Refinancing Indebtedness), (b) the final maturity date of such Permitted Refinancing Indebtedness is no earlierthan the earlier of the final maturity date of the Debt being refinanced and does not result in a shortening of theaverage weighted maturity of the Debt being refinanced, (c) if the Debt (including any guarantee thereof) beingRefinanced is by its terms subordinated in right of payment to the Obligations, such Permitted RefinancingIndebtedness (including any guarantee thereof) shall be subordinated in right of payment to the Obligations onterms at least as favorable to the holders of Notes as those contained in the documentation governing the Debtbeing Refinanced, taken as a whole, (d) no Permitted Refinancing Indebtedness shall have direct obligors orcontingent obligors that were not the direct obligors or contingent obligors (or that would not have been requiredto become direct obligors or contingent obligors) in respect of the Debt being Refinanced, except that Note Partiesmay be added as additional obligors, and (e) if the Debt being Refinanced is secured, such Permitted RefinancingIndebtedness may only be secured on terms no less favorable, taken as a whole, to the holders of Notes than thosecontained in the documentation (including any intercreditor agreement) governing the Debt being Refinanced.

“Permitted Warrant Transaction” means any call options, warrants or rights to purchase (or substantivelyequivalent derivative transactions) on common stock of the Company (or other securities or property following amerger event, reclassification or other change of the common stock of the Company) whether settled in suchcommon stock (or such other securities or property), cash or a combination thereof, purchased or sold by theCompany or any of its Subsidiaries concurrently with a Permitted Bond Hedge Transaction.

“Person” means an individual, partnership, corporation, limited liability company, association, trust,unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I ofERISA that is or, within the preceding five years, has been established or maintained, or to which contributionsare or, within the preceding five years, have been made or required to be made, by the Company or any ERISAAffiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Priority Debt” means (without duplication), as of the date of any determination thereof, the sum of (a) allunsecured Debt of Restricted Subsidiaries other than (i) Debt owed to the Company or any other RestrictedSubsidiary, and (ii) Debt outstanding at the time any Person becomes a Restricted Subsidiary (other than anUnrestricted Subsidiary which is designated as a Restricted Subsidiary pursuant to Section 10.13 hereof); providedthat such Debt shall not have been incurred in contemplation of such Person becoming a Restricted Subsidiary,and (b) Debt of the Company and its Restricted Subsidiaries secured by Liens other than Debt secured by Lienspermitted by subparagraphs (a) (b), (c), (d), (e), (g), (h), (i), (j), (k) and (l), excluding for purposes of theforegoing subparagraph (k), however, any Debt secured by the extension, renewal or replacement of a Lienpermitted under sub paragraph (f) of Section 10.8.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of anykind, tangible or intangible, choate or inchoate.

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“Proposed Prepayment Date” is defined in Section 8.8(c).

“PTE” is defined in Section 6.3(a).

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered thisAgreement to the Company and such Purchaser’s successors and assigns (so long as any such assignmentcomplies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the registeredholder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant toSection 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of thisAgreement upon such transfer.

“Qualified Equity Interests” means any Equity Interests other than Disqualified Equity Interests.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within themeaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“QPAM Exemption” is defined in Section 6.3(e).

“Ratable Portion” means (a) with respect to Section 10.10(2)(i), with respect to any Note, an amountequal to the product of (x) the amount equal to the net proceeds being so applied to the prepayment of Senior Debtin accordance with Section 10.10(2), multiplied by (y) a fraction the numerator of which is the outstandingprincipal amount of such Note and the denominator of which is the aggregate principal amount of Senior Debt ofthe Company and its Restricted Subsidiaries being prepaid pursuant to Section 10.10(2); and

(b) with respect to Section 10.10(2)(i)(y), with respect to any Note, an amount equal to the product of (x)the amount equal to the net proceeds being so applied to the prepayment (or, if applicable, offer to repurchase)Senior Debt in accordance with Section 10.10(2)(i) “second”, as the case may be, multiplied by (y) a fraction thenumerator of which is the outstanding principal amount of such Note and the denominator of which is thedifference between (1) the aggregate principal amount of Senior Debt of the Company or its RestrictedSubsidiaries being prepaid with such net proceeds and (2) the aggregate principal amount of Term A Loans (asdefined in the Bank Credit Agreement) of the Company or its Restricted Subsidiaries being prepaid pursuant toSection 10.10(2)(i) “first”.

“Rating Agency” means, any of Kroll Bond Rating Agency, Inc., DBRS Ltd., Fitch, Inc., Moody’sInvestors Service, Inc. or S&P Global Ratings.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests inSecurities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as suchholder or by an affiliate of such holder or such investment advisor.

“Required Holders” means at any time (i) prior to the Closing, the Purchasers and (ii) on or after theClosing, the holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notesthen owned by the Company or any of its Affiliates or any

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Restricted Subsidiary and any Notes held by parties who are contractually required to abstain from voting withrespect to matters affecting the holders of the Notes).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company withresponsibility for the administration of the relevant portion of this Agreement.

“Restricted Investments” means all Investments, other than the following:

(a) Investments by the Company and its Restricted Subsidiaries in and to RestrictedSubsidiaries, including any Investment in a corporation which, after giving effect to such Investment, willbecome a Restricted Subsidiary;

(b) Investments in commercial paper maturing in 270 days or less from the date of issuancewhich, at the time of acquisition by the Company or any Restricted Subsidiary, are accorded one of thehighest two ratings by Standard & Poor’s Financial Services, LLC, a division of The McGraw-HillCompanies, Inc. or by Moody’s Investors Services, Inc. or other nationally recognized credit rating agencyof similar standing;

(c) Investments in direct obligations of the United States of America or any agency orinstrumentality of the United States of America, the payment or guarantee of which constitutes a full faithand credit obligation of the United States of America, in either case, maturing within one year from thedate of acquisition thereof;

(d) Investments in certificates of deposit or bankers acceptances maturing within one yearfrom the date of issuance thereof, issued by Bank of America or any other bank or trust companyorganized under the laws of the United States or any state thereof, whose long-term certificates of depositare, at the time of acquisition thereof by the Company or a Restricted Subsidiary, accorded one of thehighest two ratings by Standard & Poor’s Financial Services, LLC, a division of The McGraw-HillCompanies, Inc. or by Moody’s Investors Services, Inc. or other nationally recognized credit rating agencyof similar standing;

(e) Investments in tax-exempt obligations maturing within one year from the date of issuancewhich, at the time of acquisition by the Company or any Restricted Subsidiary, are accorded one of thehighest two ratings by Standard & Poor’s Financial Services, LLC, a division of The McGraw-HillCompanies, Inc. or by Moody’s Investors Services, Inc. or other nationally recognized credit rating agencyof similar standing;

(f) Investments resulting from receivables arising from the sale of goods and services in theordinary course of business of the Company and its Restricted Subsidiaries;

(g) Investments by the Company and its Restricted Subsidiaries in property, plant andequipment of the Company and its Restricted Subsidiaries to be used in the ordinary course of business;

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(h) Investments in money market instrument programs which are classified as current assets ofthe Company or any Restricted Subsidiary in accordance with GAAP;

(i) Investments in repurchase agreements; and

(j) Investments of the Company and its Restricted Subsidiaries existing as of the date ofClosing and described on Schedule 5.4.

In valuing any Investments for the purpose of applying the limitations set forth in this Agreement, suchInvestments shall be taken at the original cost thereof, without allowance for any subsequent write-offs orappreciation or depreciation therein, but less any amount repaid or recovered on account of capital or principal.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or otherproperty) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash,securities or other property), including any sinking fund or similar deposit, on account of the purchase,redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company orany option, warrant or other right to acquire any such Equity Interests in the Company; provided that, foravoidance of doubt, the payment or delivery by the Company of cash, Qualified Equity Interests or a combinationof cash and Qualified Equity Interests, at the Company’s election, upon conversion of the Specified ConvertibleSenior Notes, shall not be a “Restricted Payment”.

“Restricted Subsidiary” means any Subsidiary which (i) at least a majority of the voting securities of suchSubsidiary are owned by the Company and/or one or more Wholly-Owned Restricted Subsidiaries, (ii) isorganized under the laws of the United States or any State thereof, (iii) conducts substantially all of its businessand has substantially all of its assets within the United States, Canada or Mexico, and (iv) the Company hasdesignated as a Restricted Subsidiary on Schedule 5.4 or by written notice given to the holders of all Notes inaccordance with Section 10.8.

“SBA” means the U.S. Small Business Administration.

“SBA PPP Loan” means a loan incurred by the Company under 15 U.S.C. 636(a)(36) (as added to theSmall Business Act by Section 1102 of the CARES Act).

“SBA PPP Loan Date” means the date on which the Company receives the proceeds of the SBA PPPLoan.

“SEC” means the Securities and Exchange Commission of the United States, or any successor thereto.

“Second Amendment” means the Second Amendment to Note Purchase Agreement dated as of June 26,2020 by and among the Company and the holders of Notes.

“Second Amendment Effective Date” has the meaning given to that term in the Second

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Amendment.

“Secured Creditors” has the meaning assigned thereto in the Intercreditor Agreement.

“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules andregulations promulgated thereunder from time to time in effect.

“Security Agreement” means that certain Pledge and Security Agreement (including any and allsupplements thereto) given in connection with the First Amendment and by and among the Note Parties and theCollateral Agent, and subject to the Intercreditor Agreement, which shall become effective on the FirstAmendment Effective Date, and any other pledge or security agreement entered into, after the date of thisAgreement by any other Note Party (as required by this Agreement or any other Note Document) or any otherPerson for the benefit of the Collateral Agent and the other Secured Creditors (or the Collateral Agent, and subjectto the Intercreditor Agreement), as the same may be amended, restated, supplemented or otherwise modified fromtime to time.

“Senior Debt” means, as of the date of any determination thereof, all Consolidated Debt, other thanSubordinated Debt.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer orcomptroller of the Company.

“Small Business Act” means the Small Business Act (15 U.S. Code Chapter 14A – Aid to SmallBusiness).

“Social Distancing Capital Expenditures” means, for any period, the aggregate Capital Expenditures ofthe Company and its Restricted Subsidiaries during such period required or advisable due to the adoption of ortaking effect after the First Amendment Effective Date of any industry standards related to social distancingnorms or any law, rule or regulation of any Governmental Authority after the First Amendment Effective Daterelating thereto, provided that such aggregate amount for any applicable period relevant period shall not exceed$5,000,000.

“Source” is defined in Section 6.3.

“Specified Convertible Senior Notes” means the Company’s Convertible Senior Notes in the principalamount not to exceed $125,000,000 (or $145,000,000 if the underwriters’ option to purchase additionalConvertible Senior Notes on the same terms is exercised in full) issued and closed on or before the date 60 daysafter the date the Third Amendment is signed and dated.

“Specified Mortgages” means the Mortgages encumbering the Specified Real Property given inconnection with the First Amendment and made by one or more of the Note Parties in favor of the CollateralAgent, for the benefit of the Administrative Agent and the other Secured

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Creditors, which shall become effective on the First Amendment Effective Date.

“Specified Period” means any period in which (i) any portion of the Term A Loans remain unpaid oroutstanding or (ii) the testing of any financial covenant in this Agreement as in effect prior to the FirstAmendment Effective Date is suspended.

“Specified Period Fee” is defined in Section 1.3means (i) from the First Amendment Effective Date untilthe day immediately preceding the Third Amendment Effective Date, an amount equal to 0.725% (72.5 bps) perannum (0.18125% (18.125 bps) per quarter) and (ii) from the Third Amendment Effective Date until the last dayof the Fiscal Quarter ending after the Collateral Release Date, an amount equal to 0.975% (97.5 bps) per annum(0.24375% (24.375 bps) per quarter)).

“Specified Real Property” means all real property owned by any of the Note Parties as of the FirstAmendment Effective Date and all real owned by any of the Note Parties as of the First Amendment Effectiveafter the First Amendment Effective Date, excluding the Excluded Real Property.

“Stockholders’ Equity” means, as of the date of any determination thereof, the total amount ofshareholders’ equity of the Company and its Restricted Subsidiaries (after eliminating all minority interests, ifany), determined on a consolidated basis in accordance with GAAP.

“Subordinated Debt” means, as of the date of any determination thereof, all unsecured Debt of theCompany which shall contain or have applicable thereto subordination provisions providing for the subordinationthereof to other Debt of the Company (including, without limitation, the obligations of the Company under thisAgreement or the Notes).

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of itsSubsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests toenable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (orPersons performing similar functions) of such second Person, and any partnership or joint venture if more than a50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries orsuch first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and doesordinarily take major business actions without the prior approval of such Person or one or more of itsSubsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to aSubsidiary of the Company.

“Subsidiary Guarantor” means each Subsidiary that has executed and delivered a Subsidiary Guaranty.

“Subsidiary Guaranty” is defined in Section 9.8(a).

“Substitute Purchaser” is defined in Section 21.

“Surety Instruments” means all letters of credit (including standby and commercial),

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banker’s acceptances, bank guaranties, shipside bonds, surety bonds and similar instruments.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Term A Loans” shall have the meaning assigned thereto in the Bank Credit Agreement as of the FirstAmendment Effective Date.

“Third Amendment” means the Third Amendment to Note Purchase Agreement dated as of September___, 2020 by and among the Company and the holders of Notes.

“Third Amendment Effective Date” has the meaning given to that term in the Third Amendment.

“2013 NPA” means the Note Purchase Agreement dated as of June 27, 2013 among the Company and theInstitutional Investors party thereto, pursuant to which the Company issued its $50,000,000 4.02% Senior Notesdue 2025, as amended or modified from time to time.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or inany other state, the laws of which are required to be applied in connection with the issue of perfection of securityinterests.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America byProviding Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, asamended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Unrestricted Cash On Hand” means unrestricted cash of the Company and its Restricted Subsidiariesthat (i) can be freely used by the Company or any of its Restricted Subsidiaries for immediate or general businessuse and (ii) is not classified as restricted cash on the financial statements of the Company or any of its RestrictedSubsidiaries. For the avoidance of doubt, Unrestricted Cash On Hand does not include any cash with respect tochecks that have been written and have not cleared, credit card receipts not converted to cash and petty cash onhand at hotel and theater location in the ordinary course of business (provided that such petty cash shall notexceed $1,300,000 in the aggregate for purposes of this definition) and minimum cash required to be held at localbanks.

“Unrestricted Subsidiary” means any Subsidiary which is not a Restricted Subsidiary.

“Wholly-Owned Restricted Subsidiary” means, at any time, any Restricted Subsidiary one hundred percent(100%) of all of the equity interests (except directors’ qualifying shares) and voting interests of which are ownedby any one or more of the Company and the Company’s other Wholly-Owned Restricted Subsidiaries at suchtime.

EXHIBIT B

Composite Copy of Bank Credit Agreement2

Reflecting Third Amendment to the Bank Credit Agreement

[see attached]

2 The Composite Copy of the Bank Credit Agreement is a copy of the Execution Version of the Bank Credit Agreement dated as of January 9, 2020. The “blackline” reflects changes as of the Effective Date of the Third Amendment from the existing the Bank Credit Agreement.

EXHIBIT C

Composite Copy of Note Purchase Agreement dated as December 12, 20163

Reflecting Third Amendment to the Note Purchase Agreement

[see attached]

3 The Composite Copy of the Note Purchase Agreement is a copy of the Execution Version of the Note Purchase Agreementdated as of June 27, 2013 (the “2013 NPA”). The “blackline” reflects changes as of the Effective Date of the Third Amendment from the existing the 2013 NPA.

Exhibit 4.10EXECUTION VERSION

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS SECOND AMENDMENT dated as of June 26, 2020 (the or this “Second Amendment”) to the NotePurchase Agreement (as defined below) is among The Marcus Corporation, a Wisconsin corporation (the“Company”), and each of the institutions set forth on the signature pages to this Second Amendment (collectively,the “Noteholders”).

RECITALS

A. The Company and each of the Noteholders have heretofore entered into the Note PurchaseAgreement dated as of December 21, 2016 (the “Original Note Purchase Agreement”). The Company hasheretofore issued $50,000,000 4.32% Senior Notes due February 22, 2027 (the “Notes”) pursuant to the NotePurchase Agreement.

B. The Company and the Noteholders have heretofore entered into that certain First Amendment to theNote Purchase Agreement dated as of April 29, 2020 (the “First Amendment”). The Original Note PurchaseAgreement, as amended by that certain First Amendment is hereinafter referred to as the “Note PurchaseAgreement”. As of the date hereof, $50,000,000 of the Notes are outstanding. The Noteholders are the holders of100% of the outstanding principal balance of the Notes.

C. The Company and the Noteholders now desire to amend the Note Purchase Agreement in therespects, but only in the respects, hereinafter set forth.

D. Capitalized terms used herein shall have the respective meanings ascribed thereto in the NotePurchase Agreement unless herein defined or the context shall otherwise require.

E. All requirements of law have been fully complied with and all other acts and things necessary tomake this Second Amendment a valid, legal and binding instrument according to its terms for the purposes hereinexpressed have been done or performed.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to theeffectiveness of this Second Amendment set forth in Section 2.1 hereof, and in consideration of good and valuableconsideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders dohereby agree as follows:

ARTICLE I

AMENDMENTS TO NOTE PURCHASE AGREEMENT

The introductory clause of Section 9.9(f) of the Note Purchase Agreement is hereby amended and restatedas follows:

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“(f) By no later than August 14, 2020 (the “Post Closing Date”), the Company shall deliver the followingto Collateral Agent (each in form and substance satisfactory to the Required Holders):”

ARTICLE II

CONDITIONS TO EFFECTIVENESS

Section 2.1. This Second Amendment shall not become effective until, and shall become effective (the“Second Amendment Effective Date”) when, each and every one of the following conditions shall have beensatisfied:

(a) executed counterparts of this Second Amendment, duly executed by the Company and theholders of 100% of the outstanding Notes shall have been delivered to the Noteholders;

(b) the holders of Notes shall have received evidence satisfactory to them that the NotePurchase Agreement dated as of June 27, 2013 has been amended substantially as proposed in the formannexed hereto as Exhibit A ;

(c) the Noteholders shall have received evidence satisfactory to them that the Bank CreditAgreement have been amended substantially as proposed in the form annexed hereto as Exhibit B;

(d) the representations and warranties of the Company set forth Section 5 of the Note PurchaseAgreement, as amended by this Second Amendment, are true and correct on and with respect to the datehereof;

(e) the Noteholders shall have received a copy of the resolutions of the Board of Directors ofthe Company authorizing the execution, delivery and performance by the Company of this SecondAmendment, certified by its Secretary or an Assistant Secretary; and

(f) the Company shall have paid the fees and expenses of Chapman and Cutler LLP, counsel tothe Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of thisSecond Amendment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1. To induce the Noteholders to execute and deliver this Second Amendment, the Companyrepresents and warrants (which representations and warranties shall survive the execution and delivery of thisSecond Amendment) to the Noteholders that:

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(a) this Second Amendment has been duly authorized, executed and delivered by the Companyand this Second Amendment constitutes the legal, valid and binding obligation, contract and agreement ofthe Company enforceable against it in accordance with its terms, except as enforcement may be limited bybankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to orlimiting creditors’ rights generally or general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law);

(b) the Note Purchase Agreement, as amended by this Second Amendment, constitutes thelegal, valid and binding obligation, contract and agreement of the Company enforceable against it inaccordance with its terms, except as enforcement may be limited by bankruptcy, insolvency,reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rightsgenerally;

(c) the execution, delivery and performance by the Company of this Second Amendment(i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) doesnot require the consent or approval of any governmental or regulatory body or agency, and (iii) will not(A) violate (1) any provision of law, statute, rule or regulation or its certificate of incorporation or bylaws,(2) any order of any court or any rule, regulation or order of any other agency or government binding uponit, or (3) any provision of any indenture, agreement or other instrument to which it is a party or by whichits properties or assets are or may be bound, including, without limitation, the Bank Credit Agreement, or(B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under anyindenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 3.1(c);

(d) as of the date hereof and after giving effect to this Second Amendment, no Default or Eventof Default has occurred which is continuing; and

(e) The Company has not paid any consideration in connection with this Second Amendmentor any similar amendment, waiver or modification in respect of other Debt of the Company other thanlegal fees and expenses.

ARTICLE IV

MISCELLANEOUS

Section 4.1. This Second Amendment shall be construed in connection with and as part of the NotePurchase Agreement, and except as modified and expressly amended by this Second Amendment, all terms,conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall beand remain in full force and effect.

Section 4.2. Any and all notices, requests, certificates and other instruments executed and delivered afterthe execution and delivery of this Second Amendment may refer to the Note Purchase Agreement without makingspecific reference to this Second Amendment but

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nevertheless all such references shall include this Second Amendment unless the context otherwise requires.

Section 4.3. The descriptive headings of the various Sections or parts of this Second Amendment are forconvenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.4. This Second Amendment shall be governed by and construed in accordance with New Yorklaw.

Section 4.5. Each Subsidiary Guarantor acknowledges that its consent to this Second Amendment is notrequired, but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Second Amendment andto the documents and agreements referred to herein. Each Subsidiary Guarantor agrees and acknowledges that (i)notwithstanding the effectiveness of this Second Amendment, each Subsidiary Guaranty (as the same may beamended, amended and restated, supplemented or otherwise modified from time to time) shall remain in full forceand effect without modification thereto, and (ii) nothing herein shall in any way limit any of the terms orprovisions of each Subsidiary Guaranty executed by any Subsidiary Guarantor, all of which are hereby ratified,confirmed and affirmed in all respects. Each Subsidiary Guarantor hereby agrees and acknowledges that no otheragreement, instrument, consent or document shall be required to give effect to this section. Each SubsidiaryGuarantor hereby further acknowledges that the Company may from time to time enter into any furtheramendments, modifications, terminations and/or waivers of any provisions of the Note Purchase Agreementwithout notice to or consent from any Subsidiary Guarantor and without affecting the validity or enforceability ofany Subsidiary Guaranty giving rise to any reduction, limitation, impairment, discharge or termination of anySubsidiary Guaranty.

Section 4.6. This Second Amendment may be executed in one or more counterparts, each of which shallbe deemed an original but all of which together shall constitute one and the same instrument. The executionhereof by the Company shall constitute a contract between the Company and the Noteholders for the uses andpurposes hereinabove set forth, and this Second Amendment may be executed in any number of counterparts, eachexecuted counterpart constituting an original, but all together only one agreement. Delivery of this SecondAmendment by facsimile, electronic mail or other electronic transmission shall be effective as delivery of amanually executed counterpart hereof. The parties agree to electronic contracting and signatures with respect tothis Second Amendment. Delivery of an electronic signature to, or a signed copy of, this Second Amendment byfacsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as thedelivery of the signed originals and shall be admissible into evidence for all purposes. The words “execution,”“execute”, “signed,” “signature,” and words of like import in or related to any document to be signed inconnection with this Second Amendment shall be deemed to include electronic signatures, the electronic matchingof assignment terms and contract formations on electronic platforms approved by the Company, or the keeping ofrecords in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manuallyexecuted signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and asprovided for in any applicable law, including the Federal Electronic Signatures in Global and National CommerceAct, the New York

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State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform ElectronicTransactions Act.

[Remainder of page intentionally left blank]

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinaboveset forth, and this Second Amendment may be executed in any number of counterparts, each executed counterpartconstituting an original, but all together only one agreement.

Very truly yours,

THE MARCUS CORPORATION

By: /s/ Steven S. BarteltName: Steven S. BarteltTitle: Assistant Secretary

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

ACKNOWLEDGED:

B & G SUN PRAIRIE, LLCB&G REALTY, LLCBROOKFIELD CORNERS DEVELOPMENT, LLCCAFE REFRESHMENTS, INC.CAPTAINS-KENOSHA, INC.CENTURY LAKES WP CINEMA, LLCCOLONY INNS RESTAURANT CORPORATIONCORNERS OF BROOKFIELD, LLCEFAH, LLCFAMILY ENTERTAINMENT, LLCFIRST AMERICAN FINANCE CORPORATIONGRAND GENEVA, LLCGRAYDIENT CREATIVE, LLCGS HOLDINGS, INC.HOSPITALITAS INDEMNITY, INC.INTERNATIONAL EXPORTS CHICAGO, LLCINTERNATIONAL EXPORTS, LLCMARCUS BIS PARTNERS, LLCMARCUS BIS, LLCMARCUS BLOOMINGTON, LLCMARCUS CINEMAS OF MINNESOTA AND ILLINOIS,INC.MARCUS CINEMAS OF OHIO, LLCMARCUS CINEMAS OF WISCONSIN, LLCMARCUS CONSID, LLCMARCUS DEVELOPMENT, LLCMARCUS EL PASO, LLCMARCUS FRANKLIN, LLCMARCUS HOTELS ASSOCIATES, INC.MARCUS HOTELS HOSPITALITY, LLCMARCUS HOTELS, INC.MARCUS HOUSTON, LLCMARCUS LINCOLN HOTEL, LLCMARCUS LINCOLN, LLCMARCUS MANAGEMENT LAS VEGAS, LLCMARCUS MARYLAND, LLCMARCUS MIDWEST, LLCMARCUS MURIETA, LLC

By: /s/ Steven S. BarteltName: Steven S. BarteltTitle: Assistant Secretary

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

ACKNOWLEDGED:

MARCUS NORTH HOLLYWOOD, LLCMARCUS NORTHSTAR, INC.MARCUS OMAHA, LLCMARCUS RESTAURANTS, INC.MARCUS RS, LLCMARCUS SCHIL, LLCMARCUS SKIRVIN, INC.MARCUS SOUTHPORT, LLCMARCUS SOUTHRIDGE DEVELOPMENT, LLCMARCUS SPB, LLCMARCUS THEATRES MANAGEMENT, LLCMARCUS THEATRES CORPORATIONMARCUS W, LLCMCS CAPITAL, LLCMH EXCHANGE HOLDINGS, LLCMH EXCHANGE III, LLCMH EXCHANGE IV, LLCMH EXCHANGE V, LLCMH EXCHANGE VI, LLCMH EXCHANGE, LLCMILWAUKEE CITY CENTER, LLCMMT LAPAGAVA, LLCMMT TEXNY, LLCMOORHEAD GREEN, LLCNEBRASKA ENTERTAINMENT, INC.PARKWOOD WESTPOINT PLAZA, LLCP-CORN ACQUISITIONS OF MINNESOTA ANDILLINOIS, LLCP-CORN ACQUISITIONS MISSOURI CORPORATIONP-CORN ACQUISITIONS, LLCPLATINUM CONDOMINIUM DEVELOPMENT, LLCPLATINUM HOLDINGS LAS VEGAS, LLCRESORT MISSOURI, LLCRUSH ONTARIO, LLCSAFARI MADISON, LLCSAUK RAPIDS CINEMA, LLCSHIP, LLCSPRINGDALE 2006, LLC

By: /s/ Steven S. BarteltName: Steven S. BarteltTitle: Assistant Secretary

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

THE NORTHWESTERN MUTUAL LIFE INSURANCECOMPANY

By: Northwestern Mutual Investment Management Company,LLC, Its Investment Adviser

By/s/ Daniel J. JulkaName: Daniel J. JulkaManaging Director

We acknowledge that we hold $24,000,000 4.32% SeniorNotes due February 22, 2027

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

THE GUARDIAN LIFE INSURANCE COMPANY OFAMERICA

By/s/ Brian KeatingName: Brian KeatingTitle: Senior Managing Director

We acknowledge that we hold $15,000,000 4.32% SeniorNotes due February 22, 2027

SIGNATURE PAGE TOSECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

STATE OF WISCONSIN INVESTMENT BOARD

By/s/ Chris PresitgiacomoName: Chris PresitgiacomoTitle: Portfolio Manager

We acknowledge that we hold $11,000,000 4.32% SeniorNotes due February 22, 2027

EXHIBIT A

[see attached]

EXHIBIT B

[see attached]

June 26, 2020

To: The Borrower and the Lenders under the Credit Agreement referenced below

Re: Credit Agreement dated as of January 9, 2020 (as amended, restated, modified or supplemented from time to time,the “Credit Agreement”) among the Marcus Corporation (the "Borrower"), the Lenders party hereto, and JPMorgan ChaseBank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), U.S. Bank National Association, asSyndication Agent, and Wells Fargo Bank, National Association and Bank of America, N.A., as Co-Documentation Agents.

Ladies/Gentlemen:

The Borrower has requested an extension of time to complete the post-closing matters required under the Section 5.17 of theCredit Agreement to August 14, 2020. This letter will confirm that the Lenders consent to such extension, and that theparties hereto agree that the “Post-Closing Date” under Section 5.17 of the Credit Agreement is modified from (a) 60 daysafter the First Amendment Effective Date to (b) August 14, 2020; provided that the noteholders of the Senior Notes consentto same extension under the agreements governing the Senior Notes.

The Borrower acknowledges and agrees that the consent contained herein is a limited, specific and one time consent asdescribed above, and shall not entitle the Borrower to any consent, waiver, amendment, modification or other change to, ofor in respect of any provision of any of the Loan Documents in the future in similar or dissimilar circumstances. Except asexpressly modified hereby, the Borrower acknowledges and agrees that each Loan Document is ratified and confirmed andshall remain in full force and effect, and it has no set off, counterclaim, defense or other claim or dispute with respect to anyLoan Document.

All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement. Thisletter may be executed in any number of counterparts, and signatures sent by facsimile or other electronic imaging shall beeffective as originals. This letter is a Loan Document. This letter shall not be effective as until it is signed by the Borrowerand the Required Lenders.

Marcus June 2020 Consent Letter Signature Page

Very truly yours,

JPMORGAN CHASE BANK, N.A., individually and asAdministrative Agent

By: /s/ Sally WeilandName: Sally WeilandTitle: Authorized Signer

Marcus June 2020 Consent Letter Signature Page

ACCEPTED AND AGREED:

THE MARCUS CORPORATION

By: /s/ Steven S. BarteltName: Steven S. BarteltTitle: Assistant Secretary

Marcus June 2020 Consent Letter Signature Page

U.S. BANK NATIONAL ASSOCIATION, individually andas Syndication Agent

By: /s/ Monica A. StarihaName:Monica A. StarihaTitle:Vice President

Marcus June 2020 Consent Letter Signature Page

WELLS FARGO BANK, NATIONAL ASSOCIATION,individually and as a Co- Documentation Agent

By: /s/ Jeanne ZeskeName: Jeanne ZeskeTitle: Senior Vice President

Marcus June 2020 Consent Letter Signature Page

BANK OF AMERICA, N.A.,individually and as a Co-Documentation Agent

By: /s/ Steven K. KesslerName: Steven K. KesslerTitle: Senior Vice President

Marcus June 2020 Consent Letter Signature Page

FIFTH THIRD BANK, NATIONAL ASSOCIATION

By: /s/ Kurt MarsanName: Kurt MarsanTitle: Vice President

Marcus June 2020 Consent Letter Signature Page

BMO HARRIS BANK, N.A.

By: /s/ Anthony W. BartellName: Anthony W. BartellTitle: Senior Vice President & Director

Marcus June 2020 Consent Letter Signature Page

ASSOCIATED BANK, N.A.

By: /s/ Dan HolzhauerName: Dan HolzhauerTitle: Senior Vice President

Exhibit 4.11EXECUTION VERSION

Cover 3rd Amendment Marcus 2016 NPA (copy) 4814-8245-8059 v4.docx4322442

THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS THIRD AMENDMENT dated as of September 15, 2020 (the or this “Third Amendment”) to the NotePurchase Agreement (as defined below) is among The Marcus Corporation, a Wisconsin corporation (the“Company”), and each of the institutions set forth on the signature pages to this Third Amendment (collectively,the “Noteholders”).

RECITALS

A. The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement datedas of December 21, 2016 (the “Original Note Purchase Agreement”). The Company has heretofore issued$50,000,000 4.32% Senior Notes due February 22, 2027 (the “Notes”) pursuant to the Note Purchase Agreement. As of the date hereof, $50,000,000 of the Notes are outstanding.

B. The Company and the Noteholders have heretofore entered into that certain First Amendment to the NotePurchase Agreement dated as of April 29, 2020 (the “First Amendment”) and that certain Second Amendment toNote Purchase Agreement dated as of June 26, 2020 (the “Second Amendment”). The Original Note PurchaseAgreement, as amended by that certain First Amendment and as further amended by that certain SecondAmendment is hereinafter referred to as the “Note Purchase Agreement”. As of the date hereof, $50,000,000 ofthe Notes are outstanding. The Noteholders are the holders of 100% of the outstanding principal balance of theNotes.

C. The Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, butonly in the respects, hereinafter set forth.

D. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note PurchaseAgreement, as amended by this Third Amendment, unless herein defined or the context shall otherwise require.

E. All requirements of law have been fully complied with and all other acts and things necessary to make thisThird Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressedhave been done or performed.

STATEMENT OF AGREEMENT

NOW, THEREFORE, the Company and the Noteholders, in consideration of good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, do hereby agree as follows:

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ARTICLE I

AMENDMENTS TO NOTE PURCHASE AGREEMENT

Effective upon the Third Amendment Effective Date (as hereinafter defined), the Note Purchase Agreement ishereby amended to delete the stricken text (indicated textually in the same manner as the following example:stricken text) and to add the double−underlined text (indicated textually in the same manner as the followingexample: double−underlined text) as set forth in the composite conformed copy of the Note Purchase Agreementattached hereto as Exhibit A.

ARTICLE II

CONDITIONS TO EFFECTIVENESS

Section 2.1. This Third Amendment shall become effective as the date hereof when executed counterparts of thisThird Amendment, duly executed by the Company and the holders of 100% of the outstanding Notes shall havebeen delivered to the Noteholders. The changes to the Note Purchase Agreement effectuated by Article I of thisThird Amendment shall become effective on the date (such date, the “Third Amendment Effective Date”) when allof the following conditions have been (or, in the case of subsections (a), (b) and (c) below, substantiallycontemporaneously will be) satisfied, provided that such satisfaction occurs on or before the day 60 days after thedate of this Third Amendment:

(a) the Noteholders shall have received evidence reasonably satisfactory to them that the Bank CreditAgreement have been amended substantially as proposed in the from annexed hereto annexed hereto as ExhibitB;

(b) the holders of Notes shall have received evidence reasonably satisfactory to them that the Note PurchaseAgreement dated as of June 27, 2013 has been amended substantially as proposed in the form annexed hereto asExhibit C;

(c) the representations and warranties of the Company set forth Section 5 of the Note Purchase Agreement, asamended by this Third Amendment, are true and correct on and with respect to the date hereof;

(d) the Specified Convertible Senior Notes and the transactions related thereto shall have closed, and the grossproceeds from the issuance of the Specified Convertible Senior Notes shall not be less than $75,000,000; and

(e) the Company shall have paid the fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders,in connection with the negotiation, preparation, approval, execution and delivery of this Third Amendment,together with the outstanding invoice of August 19, 2020 previously delivered to the Company, to the extentinvoiced within three (3) Business Days of the date of this Third Amendment.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1. To induce the Noteholders to execute and deliver this Third Amendment, the Company representsand warrants (which representations and warranties shall survive the execution and delivery of this ThirdAmendment) to the Noteholders, on the date hereof, that:

(a) this Third Amendment has been duly authorized, executed and delivered by the Company and this ThirdAmendment constitutes the legal, valid and binding obligation, contract and agreement of the Companyenforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’rights generally or general principles of equity (regardless of whether such enforceability is considered in aproceeding in equity or at law);

(b) as of the date of the Third Amendment Effective Date, the Note Purchase Agreement, as amended by thisThird Amendment, will constitute the legal, valid and binding obligation, contract and agreement of the Companyenforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’rights generally;

(c) the execution, delivery and performance by the Company of this Third Amendment (i) has been dulyauthorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent orapproval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law,statute, rule or regulation or its certificate of incorporation or bylaws, (2) any order of any court or any rule,regulation or order of any other agency or government binding upon it, or (3) any provision of any indenture,agreement or other instrument to which it is a party or by which its properties or assets are or may be bound,including, without limitation, the Bank Credit Agreement, or (B) result in a breach or constitute (alone or with duenotice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause(iii)(A)(3) of this Section 3.1(c);

(d) upon giving effect to this Third Amendment, the representations and warranties of the Company set forthSection 5 of the Note Purchase Agreement are true in all material respects on and as of the date hereof with thesame force and effect as if made on and as of the date hereof (it being understood and agreed that anyrepresentation or warranty which by its terms is made as of a specified date shall be required to be true and correctin all material respects only as of such specified date, and that any representation or warranty which is subject toany materiality qualifier shall be required to be true and correct in all respects); and

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(e) as of the date hereof, no Default or Event of Default has occurred and is continuing, and no Default or Eventof Default will be caused upon giving effect to this Third Amendment.

ARTICLE IV

MISCELLANEOUS

Section 4.1. This Third Amendment shall be construed in connection with and as part of the Note PurchaseAgreement, and except as modified and expressly amended by this Third Amendment, all terms, conditions andcovenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain infull force and effect.

Section 4.2. Any and all notices, requests, certificates and other instruments executed and delivered after theexecution and delivery of this Third Amendment may refer to the Note Purchase Agreement without makingspecific reference to this Third Amendment but nevertheless all such references shall include this ThirdAmendment unless the context otherwise requires.

Section 4.3. The descriptive headings of the various Sections or parts of this Third Amendment are forconvenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.4. This Third Amendment shall be governed by and construed in accordance with New York law.

Section 4.5. Each Subsidiary Guarantor acknowledges that its consent to this Third Amendment is not required,but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Third Amendment and to thedocuments and agreements referred to herein. Each Subsidiary Guarantor agrees and acknowledges that (i)notwithstanding the effectiveness of this Third Amendment, each Subsidiary Guaranty (as the same may beamended, amended and restated, supplemented or otherwise modified from time to time) shall remain in full forceand effect without modification thereto, and (ii) nothing herein shall in any way limit any of the terms orprovisions of each Subsidiary Guaranty executed by any Subsidiary Guarantor, all of which are hereby ratified,confirmed and affirmed in all respects. Each Subsidiary Guarantor hereby agrees and acknowledges that no otheragreement, instrument, consent or document shall be required to give effect to this section. Each SubsidiaryGuarantor hereby further acknowledges that the Company may from time to time enter into any furtheramendments, modifications, terminations and/or waivers of any provisions of the Note Purchase Agreementwithout notice to or consent from any Subsidiary Guarantor and without affecting the validity or enforceability ofany Subsidiary Guaranty giving rise to any reduction, limitation, impairment, discharge or termination of anySubsidiary Guaranty.

Section 4.6. This Third Amendment may be executed in one or more counterparts, each of which shall bedeemed an original but all of which together shall constitute one and the same instrument. The execution hereofby the Company shall constitute a contract between the Company and the Noteholders for the uses and purposeshereinabove set forth, and this Third

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Amendment may be executed in any number of counterparts, each executed counterpart constituting an original,but all together only one agreement. Delivery of this Third Amendment by facsimile, electronic mail or otherelectronic transmission shall be effective as delivery of a manually executed counterpart hereof. The parties agreeto electronic contracting and signatures with respect to this Third Amendment. Delivery of an electronic signatureto, or a signed copy of, this Third Amendment by facsimile, email or other electronic transmission shall be fullybinding on the parties to the same extent as the delivery of the signed originals and shall be admissible intoevidence for all purposes. The words “execution,” “execute”, “signed,” “signature,” and words of like import inor related to any document to be signed in connection with this Third Amendment shall be deemed to includeelectronic signatures, the electronic matching of assignment terms and contract formations on electronic platformsapproved by the Company, or the keeping of records in electronic form, each of which shall be of the same legaleffect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeepingsystem, as the case may be, to the extent and as provided for in any applicable law, including the FederalElectronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures andRecords Act, or any other similar state laws based on the Uniform Electronic Transactions Act

[Remainder of page intentionally left blank]

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove setforth, and this Third Amendment may be executed in any number of counterparts, each executed counterpartconstituting an original, but all together only one agreement.

Very truly yours,

THE MARCUS CORPORATION

By /s/ Douglas A. NeisName: Douglas A. NeisTitle: Chief Financial Officer

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

ACKNOWLEDGED:

B & G SUN PRAIRIE, LLCB&G REALTY, LLCBROOKFIELD CORNERS DEVELOPMENT, LLCCAFE REFRESHMENTS, INC.CAPTAINS-KENOSHA, INC.CENTURY LAKES WP CINEMA, LLC COLONY INNS RESTAURANT CORPORATIONCORNERS OF BROOKFIELD, LLCEFAH, LLCFAMILY ENTERTAINMENT, LLCFIRST AMERICAN FINANCE CORPORATIONGRAND GENEVA, LLCGRAYDIENT CREATIVE, LLCGS HOLDINGS, INC.HOSPITALITAS INDEMNITY, INC.INTERNATIONAL EXPORTS CHICAGO, LLCINTERNATIONAL EXPORTS, LLCMARCUS BIS PARTNERS, LLCMARCUS BIS, LLCMARCUS BLOOMINGTON, LLCMARCUS CINEMAS OF MINNESOTA AND ILLINOIS, INC.MARCUS CINEMAS OF OHIO, LLCMARCUS CINEMAS OF WISCONSIN, LLCMARCUS CONSID, LLCMARCUS DEVELOPMENT, LLCMARCUS EL PASO, LLCMARCUS FRANKLIN, LLCMARCUS HOTELS ASSOCIATES, INC.MARCUS HOTELS HOSPITALITY, LLCMARCUS HOTELS, INC.MARCUS HOUSTON, LLCMARCUS LINCOLN HOTEL, LLCMARCUS LINCOLN, LLCMARCUS MANAGEMENT LAS VEGAS, LLCMARCUS MARYLAND, LLCMARCUS MIDWEST, LLCMARCUS MURIETA, LLC

By: /s/ Douglas A. NeisName: Douglas A. NeisTitle: Chief Financial Officer

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

ACKNOWLEDGED:MARCUS NORTH HOLLYWOOD, LLCMARCUS NORTHSTAR, INC.MARCUS OMAHA, LLCMARCUS RESTAURANTS, INC.MARCUS RS, LLCMARCUS SCHIL, LLCMARCUS SKIRVIN, INC.MARCUS SOUTHPORT, LLCMARCUS SOUTHRIDGE DEVELOPMENT, LLCMARCUS SPB, LLCMARCUS THEATRES MANAGEMENT, LLCMARCUS THEATRES CORPORATIONMARCUS W, LLCMCS CAPITAL, LLCMH EXCHANGE HOLDINGS, LLCMH EXCHANGE III, LLCMH EXCHANGE IV, LLCMH EXCHANGE V, LLCMH EXCHANGE VI, LLCMH EXCHANGE, LLCMILWAUKEE CITY CENTER, LLCMMT LAPAGAVA, LLCMMT TEXNY, LLCMOORHEAD GREEN, LLCNEBRASKA ENTERTAINMENT, INC.PARKWOOD WESTPOINT PLAZA, LLCP-CORN ACQUISITIONS OF MINNESOTA AND ILLINOIS,LLCP-CORN ACQUISITIONS MISSOURI CORPORATIONP-CORN ACQUISITIONS, LLCPLATINUM CONDOMINIUM DEVELOPMENT, LLCPLATINUM HOLDINGS LAS VEGAS, LLCRESORT MISSOURI, LLCRUSH ONTARIO, LLCSAFARI MADISON, LLCSAUK RAPIDS CINEMA, LLCSHIP, LLCSPRINGDALE 2006, LLC

By: /s/ Douglas A. NeisName: Douglas A. NeisTitle: Chief Financial Officer

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

THE NORTHWESTERN MUTUAL LIFEINSURANCE COMPANY

By: Northwestern Mutual Investment ManagementCompany, LLC, Its Investment Adviser

By /s/ Daniel J. JulkaName: Daniel J. JulkaManaging Director

We acknowledge that we hold $24,000,000 4.32% Senior Notes dueFebruary 22, 2027

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

THE GUARDIAN LIFE INSURANCE COMPANY OFAMERICA

By /s/ Brian KeatingName: Brian KeatingTitle: Senior Managing Director

We acknowledge that we hold $15,000,000 4.32% Senior Notes dueFebruary 22, 2027

SIGNATURE PAGE TOTHIRD AMENDMENT TO NOTE PURCHASE AGREEMENT

Accepted as of the date first written above.

STATE OF WISCONSIN INVESTMENT BOARD

By /s/ Christopher P. PrestigiacomoName: Christopher P. PrestigiacomoTitle: Portfolio Manager

We acknowledge that we hold $11,000,000 4.32% Senior Notes dueFebruary 22, 2027

EXHIBIT A

Composite Copy of Note Purchase Agreement1

Reflecting Third Amendment to the Note Purchase Agreement

[see attached]

1 The Composite Copy of the Note Purchase Agreement is a copy of the Execution Version of the Note Purchase Agreement dated as of December 21, 2016. The “blackline” reflects changes as of the Effective Date of the Third Amendment from the existing the Note Purchase Agreement.

EXHIBIT A TO AMENDMENT AGREEMENT DATED AS OF SEPTEMBER 15, 2020

EXHIBIT A TO AMENDMENT AGREEMENT DATED AS OF APRIL 29, 2020

THE MARCUS CORPORATION

$50,000,000 4.32% Senior Notes due February 22, 2027

___________

NOTE PURCHASE AGREEMENT

________________

Dated December 21, 2016

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TABLE OF CONTENTS

SECTION HEADING PAGE

SECTION 1. AUTHORIZATION OF NOTES; INTEREST RATE; SPECIFIED PERIOD FEEFEE 1

Section 1.1. Description of Notes 1Section 1.2. Interest Rate 1Section 1.3. Specified Period Fee 1

SECTION 2. SALE AND PURCHASE OF NOTES 2

SECTION 3. CLOSING 2

SECTION 4A. CONDITIONS TO EXECUTION AND DELIVERY 32

Section 4A.1. Resolution 3

SECTION 4B. CONDITIONS TO CLOSING 3

Section 4B.1. Representations and Warranties 3Section 4B.2. Performance; No Default 3Section 4B.3. Compliance Certificates 3Section 4B.4. Opinions of Counsel 3Section 4B.5. Purchase Permitted by Applicable Law, Etc 4Section 4B.6. Sale of Other Notes 4Section 4B.7. Payment of Special Counsel Fees 4Section 4B.8. Private Placement Number 4Section 4B.9. Changes in Corporate Structure 4Section 4B.10. Funding Instructions 4Section 4B.11. Proceedings and Documents 4

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5

Section 5.1. Organization; Power and Authority 5Section 5.2. Authorization, Etc 5Section 5.3. Disclosure 5Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates and Investments 5Section 5.5. Financial Statements; Material Liabilities 6Section 5.6. Compliance with Laws, Other Instruments, Etc 6Section 5.7. Governmental Authorizations, Etc 7Section 5.8. Litigation; Observance of Agreements, Statutes and Orders 7Section 5.9. Taxes 7Section 5.10. Title to Property; Leases 7Section 5.11. Licenses, Permits, Etc 7Section 5.12. Compliance with ERISA 8Section 5.13. Private Offering by the Company 8

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Section 5.14. Use of Proceeds; Margin Regulations 9Section 5.15. Existing Debt; Future Liens 9Section 5.16. Foreign Assets Control Regulations, Etc 10Section 5.17. Status under Certain Statutes 11Section 5.18. Environmental Matters 11Section 5.19. Notes Rank Pari Passu 11Section 5.20. Security Interest in Collateral 1211

SECTION 6. REPRESENTATIONS OF THE PURCHASERS 12

Section 6.1. Purchase for Investment 12Section 6.2. Accredited Investor 12Section 6.3. Source of Funds 12

SECTION 7. INFORMATION AS TO COMPANY 14

Section 7.1. Financial and Business Information 14Section 7.2. Officer's Certificate 17Section 7.3. Visitation 18Section 7.4. Electronic Delivery 18

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES 19

Section 8.1. Maturity 19Section 8.2. Optional Prepayments with Make-Whole Amount 19Section 8.3. Allocation of Partial Prepayments 19Section 8.4. Maturity; Surrender, Etc 20Section 8.5. Purchase of Notes 20Section 8.6. Make-Whole Amount 20Section 8.7. Payments Due on Non-Business Days 22Section 8.8. Change in Control 22

SECTION 9. AFFIRMATIVE COVENANTS 24

Section 9.1. Compliance with Laws and SBA PPP Loans 25Section 9.2. Insurance 25Section 9.3. Maintenance of Properties 25Section 9.4. Payment of Taxes and Claims 25Section 9.5. Corporate Existence, Etc 25Section 9.6. Notes to Rank Pari Passu 26Section 9.7. Books and Records 26Section 9.8. Subsidiary Guarantors 27Section 9.9. Collateral and Subsidiary Guaranties 29Section 9.10 Collateral Release Date 29Section 9.11. Most Favored Lender Status 29Section 9.12. Debt Rating 30

SECTION 10. NEGATIVE COVENANTS 30

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Section 10.1. Transactions with Affiliates 3031Section 10.2. Limitations on Debt 31Section 10.3. Consolidated Debt to Capitalization Ratio 31Section 10.4. Limitations on Priority Debt 31Section 10.5. Consolidated Fixed Charge Coverage Ratio 31Section 10.6. Minimum Consolidated EBITDA 31Section 10.7. Minimum Liquidity 3132Section 10.8. Capital Expenditures 32Section 10.9. Limitation on Liens 32Section 10.10. Sales of Assets 34Section 10.11. Merger and Consolidation 35Section 10.12. Restricted Payments 36Section 10.13. Designation of Restricted and Unrestricted Subsidiaries 3637Section 10.14. Nature of Business 37Section 10.15. Terrorism Sanctions Regulations 3738Section 10.16. Investments, Loans, Advances 3738

SECTION 11. EVENTS OF DEFAULT 3839

SECTION 12. REMEDIES ON DEFAULT, ETC 4142

Section 12.1. Acceleration 4142Section 12.2. Other Remedies 4142Section 12.3. Rescission 4142Section 12.4. No Waivers or Election of Remedies, Expenses, Etc 4243

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES 4243

Section 13.1. Registration of Notes 4243Section 13.2. Transfer and Exchange of Notes 4243Section 13.3. Replacement of Notes 4344

SECTION 14. PAYMENTS ON NOTES 4445

Section 14.1. Place of Payment 4445Section 14.2. Home Office Payment 4445Section 14.3. FATCA Information 4445

SECTION 15. EXPENSES, ETC 4546

Section 15.1. Transaction Expenses 4546Section 15.2. Certain Taxes 4546Section 15.3. Survival 4546

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 4647

SECTION 17. AMENDMENT AND WAIVER 4647

Section 17.1. Requirements 4647

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Section 17.2. Solicitation of Holders of Notes 4647Section 17.3. Binding Effect, etc 4748Section 17.4. Notes Held by Company, etc 4748

SECTION 18. NOTICES 4849

SECTION 19. REPRODUCTION OF DOCUMENTS 4849

SECTION 20. CONFIDENTIAL INFORMATION 4849

SECTION 21. SUBSTITUTION OF PURCHASER 5051

SECTION 22. MISCELLANEOUS 5051

Section 22.1. Successors and Assigns 5051Section 22.2. Accounting Terms 5051Section 22.3. Severability 5152Section 22.4. Construction, etc 5152Section 22.5. Counterparts 5253Section 22.6. Governing Law 5253Section 22.7. Jurisdiction and Process; Waiver of Jury Trial 5253

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SCHEDULE A — INFORMATION RELATING TO PURCHASERS

SCHEDULE 1 — FORM OF 4.32% SENIOR NOTES DUE FEBRUARY 22, 2027

SCHEDULE 4.4(a) — FORM OF OPINION OF SPECIAL COUNSEL FOR THE COMPANY

SCHEDULE 5.4 — SUBSIDIARIES, AFFILIATES AND DIRECTORS AND SENIOR OFFICERS OF THECOMPANY AND INVESTMENTS

SCHEDULE 5.5 — FINANCIAL STATEMENTS

SCHEDULE 5.11 — LICENSES AND PERMITS

SCHEDULE 5.15 — EXISTING DEBT

SCHEDULE 10.2 — EXCLUDED REAL PROPERTY

SCHEDULE 10.5 — EXISTING LIENS

SCHEDULE 10.16 - EXISTING INVESTMENTS

SCHEDULE B — DEFINED TERMS

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THE MARCUS CORPORATION

100 East Wisconsin Avenue, Suite 1900

Milwaukee, Wisconsin 53202

$50,000,000 4.32% Senior Notes due February 22, 2027

December 21, 2016

TO EACH OF THE PURCHASERS LISTED INSCHEDULE A HERETO:

Ladies and Gentlemen:

The Marcus Corporation, a Wisconsin corporation (together with any successor thereto that becomes aparty hereto pursuant to Section 10.7, the "Company"), agrees with each of the Purchasers as follows:

SECTION 1. AUTHORIZATION OF NOTES; INTEREST RATE; SPECIFIED PERIOD FEE.

Section 1.1. Description of Notes. The Company will authorize the issue and sale of (i) $50,000,0004.32% Senior Notes due February 22, 2027 as amended, restated or otherwise modified from time to timepursuant to Section 17 and including any such notes issued in substitution therefor pursuant to Section 13, the"Notes"). The Notes shall be substantially in the form set out in Schedule 1. Certain capitalized and other termsused in this Agreement are defined in Schedule B. References to a "Schedule" are references to a Scheduleattached to this Agreement unless otherwise specified. References to a "Section" are references to a Section ofthis Agreement unless otherwise specified.

Section 1.2. Interest Rate. (a) The Notes shall bear interest (computed on the basis of a 360-day year oftwelve 30-day months) on the unpaid principal thereof from the date of issuance at their respective stated rates ofinterest payable semi-annually in arrears on the twenty-second (22nd) day of February and August in each yearand at maturity, commencing on August 22, 2017, until such principal sum shall have become due and payable(whether at maturity, upon notice of prepayment or otherwise) and interest (so computed) on any overdueprincipal, interest or Make-Whole Amount from the due date thereof (whether by acceleration or otherwise) and,during the continuance of an Event of Default, on the unpaid balance hereof, at the applicable Default Rate untilpaid.

Section 1.3. Specified Period Fee. From the First Amendment Effective Date and until the last day ofthe Fiscal Quarter ending after the Collateral Release Date, theThe Company shall pay a fee (the "SpecifiedPeriod Fee") to each holder in an amount equal to 0.725% (72.5 bps)

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per annum (0.18125% (18.125 bps) per quarter) ofthe product of the Specified Period Fee and the aggregateprincipal amount of Notes held by such holder, payable within 30 days of the end of each Fiscal Quarter duringthe Specified Period, commencing with the Fiscal Quarter ending June 25, 2020, however, that for the avoidanceof doubt, any payment of any Make-Whole Amount shall be calculated assuming that no Specified Period Feeapplies to any Notes.

SECTION 2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaserand each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in theprincipal amount specified opposite such Purchaser's name in Schedule A at the purchase price of 100% of theprincipal amount thereof. The Purchasers' obligations hereunder are several and not joint obligations and noPurchaser shall have any liability to any Person for the performance or non-performance of any obligation by anyother Purchaser hereunder.

SECTION 3. CLOSING.

This Agreement shall be executed and delivered in advance of the Closing at the offices of Chapman andCutler LLP, 111 West Monroe Street, Chicago, IL 60603, on December 21, 2016. The sale and purchase of theNotes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West MonroeStreet, Chicago, Illinois 60603, at 11:00 a.m. Chicago time, at a closing (the "Closing") on February 22, 2017 oron such other Business Day thereafter on or prior to February 28, 2017 as may be agreed upon by the Companyand the Purchasers. At the Closing the Company will deliver to each Purchaser the Notes to be purchased by suchPurchaser in the form of a single Note (or such greater number of Notes in denominations of at least $500,000 assuch Purchaser may request) dated the date of the Closing and registered in such Purchaser's name (or in the nameof its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds inthe amount of the purchase price therefor by wire transfer of immediately available funds on behalf of theCompany at the account of its Wholly-Owned Restricted Subsidiary, First American Finance Corporation at JPMorgan Chase Bank, N.A., 100 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, ABA No.: 021000021,Account No. 550251015, Attention: Debbi Luedke, Telephone No.: (414) 905-1160. If at the Closing theCompany shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of theconditions specified in Section 4 shall not have been fulfilled to such Purchaser's satisfaction, such Purchasershall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving anyrights such Purchaser may have by reason of any of the conditions specified in Section 4 not having been fulfilledto such Purchaser's satisfaction or such failure by the Company to tender such Notes.

SECTION 4A. CONDITIONS TO EXECUTION AND DELIVERY.

Each Purchaser's obligation to execute and deliver this Agreement is subject to the fulfillment to suchPurchaser's satisfaction, on or prior to the date of this Agreement, of the

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following conditions:

Section 4A.1. Each Purchaser shall have received a certified copy of a corporate resolution dulyauthorized by the board of directors of the Company, which resolution shall authorize the execution and deliveryof this Agreement, the issuance and sale of the Notes and the consummation of the transactions contemplated bythis Agreement.

SECTION 4B. CONDITIONS TO CLOSING.

Each Purchaser's obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closingis subject to the fulfillment to such Purchaser's satisfaction, prior to or at the Closing, of the following conditions:

Section 4B.1. Representations and Warranties. The representations and warranties of the Company inthis Agreement shall be correct when made and at the time of Closing.

Section 4B.2. Performance; No Default. The Company shall have performed and complied with allagreements and conditions contained in this Agreement required to be performed or complied with by it prior to orat the Closing and from the date of this Agreement to the Closing assuming that Sections 9 and 10 are applicablefrom the date of this Agreement. From the date of this Agreement until the Closing, before and after giving effectto the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14), (i)no Default or Event of Default shall have occurred and be continuing, and (ii) no Change in Control or ControlEvent shall have occurred. Neither the Company nor any Restricted Subsidiary shall have entered into anytransaction since the date of the Company's most recently ended Fiscal Quarter that would have been prohibitedby Section 10 had such Section applied since such date.

Section 4B.3. Compliance Certificates.

(a) Officer's Certificate. The Company shall have delivered to such Purchaser an Officer's Certificate,dated the date of the Closing, certifying that the conditions specified in Sections 4B.1, 4B.2 and 4B.9 have beenfulfilled.

(b) Secretary's Certificate. The Company shall have delivered to such Purchaser a certificate of itsSecretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto andother corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

Section 4B.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substancesatisfactory to such Purchaser, dated the date of the Closing (a) from Foley & Lardner LLP, special counsel for theCompany, covering the matters set forth in Schedule 4.4(a) and covering such other matters incident to thetransactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Companyhereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, thePurchasers' special counsel in connection with such transactions, covering such matters incident to such

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transactions as such Purchaser may reasonably request.

Section 4B.5. Purchase Permitted by Applicable Law, Etc. On the date of the Closing such Purchaser'spurchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaseris subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permittinglimited investments by insurance companies without restriction as to the character of the particular investment, (b)not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board ofGovernors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability underor pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. Ifrequested by such Purchaser, such Purchaser shall have received an Officer's Certificate certifying as to suchmatters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether suchpurchase is so permitted.

Section 4B.6. Sale of Other Notes. Contemporaneously with the Closing the Company shall sell to eachother Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specifiedin Schedule A.

Section 4B.7. Payment of Special Counsel Fees. Without limiting Section 15.1, the Company shall havepaid on or before the Closing the fees, charges and disbursements of the Purchasers' special counsel referred to inSection 4B.4 to the extent reflected in a statement of such counsel rendered to the Company at least one (1)Business Day prior to the Closing.

Section 4B.8. Private Placement Number. A Private Placement Number issued by Standard & Poor'sCUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.

Section 4B.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction ofincorporation, or been a party to any merger or consolidation or succeeded to all or any substantial part of theliabilities of any other entity, at any time following the date of the most recent financial statements referred to inSchedule 5.5.

Section 4B.10. Funding Instructions. At least three (3) Business Days prior to the date of the Closing, eachPurchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Companyconfirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii)such transferee bank's ABA number and (iii) the account name and number into which the purchase price for theNotes is to be deposited.

Section 4B.11. Proceedings and Documents. All corporate and other proceedings in connection with thetransactions contemplated by this Agreement and all documents and instruments incident to such transactionsshall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shallhave received all such counterpart originals or certified or other copies of such documents as such Purchaser orsuch special counsel may reasonably request.

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SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser, on the date of this Agreement and the date of theClosing, that:

Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validlyexisting and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreigncorporation and is in good standing in each jurisdiction in which such qualification is required by law, other thanthose jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power andauthority to own or hold under lease the properties it purports to own or hold under lease, to transact the businessit transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform theprovisions hereof and thereof.

Section 5.2. Authorization, Etc. This Agreement and the Notes have been duly authorized by allnecessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution anddelivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceableagainst the Company in accordance with its terms, except as such enforceability may be limited by (i) applicablebankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors'rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in aproceeding in equity or at law).

Section 5.3. Disclosure. The Company's most recent Form 10-K and Form 10-Q filed by the Companywith the SEC and publicly available fairly describes, in all material respects, the general nature of the business andprincipal properties of the Company and its Subsidiaries. This Agreement, such Form 10-K and such Form 10-Q,the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to thePurchasers by or on behalf of the Company prior to November 28, 2016 in connection with the transactionscontemplated hereby (this Agreement, such Form 10-K and such Form 10-Q, and such documents, certificates orother writings and such financial statements delivered to each Purchaser being referred to, collectively, as the"Disclosure Documents"), taken as a whole, do not contain any untrue statement of a material fact or omit to stateany material fact necessary to make the statements therein not misleading in light of the circumstances underwhich they were made. Except as disclosed in the Disclosure Documents, since March 15, 2016, there has beenno change in the financial condition, operations, business, properties or prospects of the Company or anyRestricted Subsidiary except changes that could not, individually or in the aggregate, reasonably be expected tohave a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected tohave a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates and Investments. (a)Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company's Restricted andUnrestricted Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of itsorganization, and the percentage of shares of each

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class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary,(ii) the Company's Affiliates, other than Unrestricted Subsidiaries, (iii) the Company's directors and senior officersand (iv) the Investments existing at the Closing, other than Investments in Subsidiaries and Affiliates.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown inSchedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid andnon-assessable and are owned by the Company or another Subsidiary free and clear of any Lien that is prohibitedby this Agreement.

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validlyexisting and, where applicable, in good standing under the laws of its jurisdiction of organization, and is dulyqualified as a foreign corporation or other legal entity and, where applicable, is in good standing in eachjurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure tobe so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have aMaterial Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or holdunder lease the properties it purports to own or hold under lease and to transact the business it transacts andproposes to transact.

(d) No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than theagreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes)restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions ofprofits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equityinterests of such Subsidiary.

Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchasercopies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financialstatements (including in each case the related schedules and notes) fairly present in all material respects theconsolidated financial position of the Company and its Subsidiaries as of the respective dates specified in suchfinancial statements and the consolidated results of their operations and cash flows for the respective periods sospecified and have been prepared in accordance with GAAP consistently applied throughout the periods involvedexcept as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-endadjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on suchfinancial statements or otherwise disclosed in the Disclosure Documents.

Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performanceby the Company of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute adefault under, or result in the creation of any Lien in respect of any property of the Company or any RestrictedSubsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporatecharter or by-laws, shareholders agreement or any other agreement or instrument to which the Company or anyRestricted Subsidiary is bound or by which the Company or any Restricted Subsidiary or any of their

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respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms,conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or GovernmentalAuthority applicable to the Company or any Restricted Subsidiary or (iii) violate any provision of any statute orother rule or regulation of any Governmental Authority applicable to the Company or any Restricted Subsidiary.

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, orregistration, filing or declaration with, any Governmental Authority is required in connection with the execution,delivery or performance by the Company of this Agreement or the Notes.

Section 5.8. Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits,investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting theCompany or any Restricted Subsidiary or any property of the Company or any Restricted Subsidiary in any courtor before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Restricted Subsidiary is (i) in default under any agreement orinstrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or rulingof any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule orregulation of any Governmental Authority (including, without limitation, Environmental Laws, the USAPATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default orviolation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are required to havebeen filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all othertaxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxesand assessments have become due and payable and before they have become delinquent, except for any taxes andassessments (i) the amount of which, individually or in the aggregate, is not Material or (ii) the amount,applicability or validity of which is currently being contested in good faith by appropriate proceedings and withrespect to which the Company or a Subsidiary, as the case may be, has established adequate reserves inaccordance with GAAP. The Company knows of no basis for any other tax or assessment that could, individuallyor in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserveson the books of the Company and its Subsidiaries in respect of U.S. federal, state or other taxes for all fiscalperiods are adequate. The U.S. federal income tax liabilities of the Company and its Subsidiaries have beenfinally determined (whether by reason of completed audits or the statute of limitations having run) and paid for allfiscal years up to and including the fiscal year ended May 31, 2012.

Section 5.10. Title to Property; Leases. The Company and its Restricted Subsidiaries have good andsufficient title to their respective properties which the Company and its Restricted Subsidiaries own or purport toown that individually or in the aggregate are Material, including all such properties reflected in the most recentaudited balance sheet referred to in Section 5.5 or

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purported to have been acquired by the Company or any Restricted Subsidiary after such date (except as sold orotherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by thisAgreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in fullforce and effect in all material respects.

Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule 5.11,

(a) the Company and its Restricted Subsidiaries own or possess all licenses, permits, franchises,authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rightsthereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

(b) to the best knowledge of the Company, no product or service of the Company or any of itsRestricted Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent,copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person;and

(c) to the best knowledge of the Company, there is no Material violation by any Person of any right ofthe Company or any of its Restricted Subsidiaries with respect to any patent, copyright, proprietary software,service mark, trademark, trade name or other right owned or used by the Company or any of its RestrictedSubsidiaries.

Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated andadministered each Plan in compliance with all applicable laws except for such instances of noncompliance as havenot resulted in and could not, individually or in the aggregate, reasonably be expected to result in a MaterialAdverse Effect. Neither the Company - nor any ERISA Affiliate has incurred any liability pursuant to Title I orIV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined insection 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in theaggregate, reasonably be expected to result in the incurrence of any such liability by the Company or any ERISAAffiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISAAffiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penaltyor excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a securityinterest in connection with the amendment of a Plan, other than such liabilities or Liens as would not beindividually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other thanMultiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of theactuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did notexceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term "benefitliabilities" has the meaning specified in section 4001 of ERISA and the terms "current value" and "present value"have the meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and

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are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect ofMultiemployer Plans that individually or in the aggregate are Material or (ii) any obligation in connection with thetermination of or withdrawal from any Non-U.S. Plan that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company'smost recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting StandardsCodification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section4980B of the Code) of the Company and its Restricted Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser's representation in Section 6.3 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

(f) The Company and its Subsidiaries do not have any Non-U.S. Plans.

Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalfhas offered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similarSecurities from, or otherwise approached or negotiated in respect thereof with, any Person other than thePurchasers and not more than five (5) other Institutional Investors, each of which has been offered the Notes at aprivate sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, anyaction that would subject the issuance or sale of the Notes to the registration requirements of section 5 of theSecurities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale ofthe Notes hereunder to repay outstanding indebtedness and for general corporate purposes (includingacquisitions). No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, forthe purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board ofGovernors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in anySecurities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Marginstock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiariesand the Company does not have any present intention that margin stock will constitute more than 5% of the valueof such assets. As used in this Section, the terms "margin stock" and "purpose of buying or carrying" shall havethe meanings assigned to them in said Regulation U.

Section 5.15. Existing Debt; Future Liens. (a) Except as described therein, Schedule 5.15

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sets forth a complete and correct list of all outstanding Debt of the Company and its RestrictedSubsidiaries as of September 29, 2016 (including descriptions of the obligors and obligees, principal amountsoutstanding, any collateral therefor and any Guaranties thereof), since which date there has been no Materialchange in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of theCompany or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and nowaiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company orsuch Restricted Subsidiary and no event or condition exists with respect to any Debt of the Company or anyRestricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one ormore Persons to cause such Debt to become due and payable before its stated maturity or before its regularlyscheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company nor any Restricted Subsidiary hasagreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subjectto a Lien that secures Debt or to cause or permit in the future (upon the happening of a contingency or otherwise)any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Debt notpermitted by Section 10.5.

(c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provisioncontained in, any instrument evidencing Debt of the Company or such Subsidiary, any agreement relating theretoor any other agreement (including, but not limited to, its charter or any other organizational document) whichlimits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company, except asdisclosed in Schedule 5.15.

Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any ControlledEntity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a StateSanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or the EuropeanUnion.

(b) Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or beencharged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws orAnti-Corruption Laws or (ii) to the Company's knowledge, is under investigation by any Governmental Authorityfor possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-CorruptionLaws.

(c) No part of the proceeds from the sale of the Notes hereunder:

(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or willotherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection withany investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose thatwould cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise inviolation of any U.S. Economic Sanctions Laws;

(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be inviolation of, any applicable Anti-Money Laundering Laws; or

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(iii) will be used, directly or indirectly, for the purpose of making any improper payments,including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain ordirect business or obtain any improper advantage, in each case which would be in violation of, or causeany Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) The Company has established procedures and controls which it reasonably believes are adequate(and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and willcontinue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Lawsand Anti-Corruption Laws.

Section 5.17. Status under Certain Statutes. Neither the Company nor any Restricted Subsidiary is an"investment company" registered or required to be registered under the Investment Company Act of 1940, asamended, or is subject to regulation under the Public Utility Holding Company Act of 2005, as amended, the ICCTermination Act of 1995, as amended, or the Federal Power Act, as amended.

Section 5.18. Environmental Matters. (a) Neither the Company nor any Restricted Subsidiary hasknowledge of any claim or has received any notice of any claim and no proceeding has been instituted assertingany claim against the Company or any of its Restricted Subsidiaries or any of their respective real properties orother assets now or formerly owned, leased or operated by any of them, alleging any damage to the environmentor violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to resultin a Material Adverse Effect.

(b) Neither the Company nor any Restricted Subsidiary has knowledge of any facts which wouldgive rise to any claim, public or private, of violation of Environmental Laws or damage to the environmentemanating from, occurring on or in any way related to real properties now or formerly owned, leased or operatedby any of them or to other assets or their use, except, in each case, such as could not, individually or in theaggregate, reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Company nor any of its Restricted Subsidiaries has (i) stored any HazardousMaterials on real properties now or formerly owned, leased or operated by any of them or (ii) disposed of anyHazardous Materials in a manner contrary to any Environmental Laws, in each case, in any manner that couldreasonably be expected to result in a Material Adverse Effect.

(d) All buildings on all real properties now owned, leased or operated by the Company or any of itsRestricted Subsidiaries are in compliance with applicable Environmental Laws, except where failure to complycould not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 5.19. Notes Rank Pari Passu. The obligations of the Company under this Agreement and theNotes rank pari passu in right of payment with all other senior unsecured Debt (actual or contingent) of theCompany, including, without limitation, all senior unsecured

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Debt of the Company described in Schedule 5.15 hereto.

Section 5.20. Security Interest in Collateral. . The provisions of this Agreement and the other NoteDocuments create legal and valid Liens on all the Collateral in favor of the Collateral Agent, for the benefit of theSecured Creditors, and such Liens constitute perfected and continuing Liens on the Collateral, securing theObligations, enforceable against the applicable Note Party and all third parties, and having priority over all otherLiens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such PermittedEncumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicablelaw and (b) Liens perfected only by possession (including possession of any certificate of title), to the extent theAdministrative Agent has not obtained or does not maintain possession of such Collateral.

SECTION 6. REPRESENTATIONS OF THE PURCHASERS.

Section 6.1. Purchase for Investment. Each Purchaser severally represents that it is purchasing theNotes for its own account or for one or more separate accounts maintained by such Purchaser or for the account ofone or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition ofsuch Purchaser's or their property shall at all times be within such Purchaser's or their control. Each Purchaserunderstands that the Notes have not been registered under the Securities Act and may be resold only if registeredpursuant to the provisions of the Securities Act or if an exemption from registration is available, except undercircumstances where neither such registration nor such an exemption is required by law, and that the Company isnot required to register the Notes.

Section 6.2. Accredited Investor. Each Purchaser severally represents that it (i) is an "accreditedinvestor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act acting for its ownaccount (and not for the account of others) or as a fiduciary or agent for others (which others are also "accreditedinvestors") and (ii) has had the opportunity to ask questions of the Company and received answers concerning theterms and conditions of the sale of the Notes.

Section 6.3. Source of Funds. Each Purchaser severally represents that at least one of the followingstatements is an accurate representation as to each source of funds (a "Source") to be used by such Purchaser topay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a) the Source is an "insurance company general account" (as the term is defined in theUnited States Department of Labor's Prohibited Transaction Exemption ("PTE") 95-60) in respect ofwhich the reserves and liabilities (as defined by the annual statement for life insurance companiesapproved by the NAIC (the "NAIC Annual Statement")) for the general account contract(s) held by or onbehalf of any employee benefit plan together with the amount of the reserves and liabilities for the generalaccount contract(s) held by or on behalf of any other employee benefit plans maintained by the sameemployer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in thegeneral account do not exceed 10% of the total reserves and

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liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forthin the NAIC Annual Statement filed with such Purchaser's state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with suchPurchaser's fixed contractual obligations under which the amounts payable, or credited, to any employeebenefit plan (or its related trust) that has any interest in such separate account (or to any participant orbeneficiary of such plan (including any annuitant)) are not affected in any manner by the investmentperformance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaningof PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except asdisclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefitplan or group of plans maintained by the same employer or employee organization beneficially owns morethan 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an "investment fund" (within the meaning of Part VI ofPTE 84-14 (the "QPAM Exemption")) managed by a "qualified professional asset manager" or "QPAM"(within the meaning of Part VI of the QPAM Exemption), no employee benefit plan's assets that aremanaged by the QPAM in such investment fund, when combined with the assets of all other employeebenefit plans established or maintained by the same employer or by an affiliate (within the meaning of PartVI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managedby such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditionsof Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling orcontrolled by the QPAM maintains an ownership interest in the Company that would cause the QPAM andthe Company to be "related" within the meaning of Part VI(h) of the QPAM Exemption and (i) the identityof such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund,when combined with the assets of all other employee benefit plans established or maintained by the sameemployer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of suchemployer or by the same employee organization, represent 10% or more of the assets of such investmentfund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e) the Source constitutes assets of a "plan(s)" (within the meaning of Part IV(h) of PTE 96-23 (the "INHAM Exemption")) managed by an "in-house asset manager" or "INHAM" (within the meaningof Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemptionare satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying thedefinition of "control" in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in theCompany and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whoseassets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

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(f) the Source is a governmental plan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fundcomprised of one or more employee benefit plans, each of which has been identified to the Company inwriting pursuant to this clause (g); or

(h) the Source does not include assets of any employee benefit plan, other than a plan exemptfrom the coverage of ERISA.

As used in this Section 6.3, the terms "employee benefit plan", "governmental plan", and "separate account" shallhave the respective meanings assigned to such terms in section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

Section 7.1. Financial and Business Information. The Company shall deliver to each Purchaser andeach holder of a Note that is an Institutional Investor:

(a) Quarterly Statements — within sixty (60) days (or such shorter period as is the earlier of(x) fifteen (15) days greater than the period applicable to the filing of the Company's Quarterly Report onForm 10-Q (the "Form 10-Q") with the SEC regardless of whether the Company is subject to the filingrequirements thereof and (y) the date by which such financial statements are required to be delivered underany Material Credit Facility or the date on which such corresponding financial statements are deliveredunder any Material Credit Facility if such delivery occurs earlier than such required delivery date) after theend of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscalperiod of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of suchquarter, and

(ii) consolidated statements of income, changes in shareholders' equity and cash flows of theCompany and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for theportion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previousfiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statementsgenerally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financialposition of the companies being reported on and their results of operations and cash flows, subject to changesresulting from year-end adjustments, provided that delivery within the time period specified above of copies of theCompany's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed withthe SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Companyshall be deemed to have made such delivery of such Form 10-Q if it shall have

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timely made such Form 10-Q available on "EDGAR" and on its home page on the worldwide web (at the date ofthis Agreement located at: http//www.marcuscorp.com) and shall have given each Purchaser and each of a Noteprior notice of such availability on EDGAR and on its home page in connection with each delivery (suchavailability and notice thereof being referred to as "Electronic Delivery");

(b) Annual Statements — within one hundred five (105) days (or such shorter period as is theearlier of (x) fifteen (15) days greater than the period applicable to the filing of the Company's AnnualReport on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject tothe filing requirements thereof and (y) the date by which such financial statements are required to bedelivered under any Material Credit Facility or the date on which such corresponding financial statementsare delivered under any Material Credit Facility if such delivery occurs earlier than such required deliverydate) after the end of each fiscal year of the Company, duplicate copies of

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of suchyear, and

(ii) consolidated statements of income, changes in shareholders' equity and cash flows of theCompany and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonabledetail, prepared in accordance with GAAP, and accompanied by an unqualified opinion thereon of independentcertified public accountants of recognized national standing, which opinion shall state that such financialstatements present fairly, in all material respects, the financial position of the companies being reported upon andtheir results of operations and cash flows and have been prepared in conformity with GAAP, and that theexamination of such accountants in connection with such financial statements has been made in accordance withgenerally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in thecircumstances, provided that the delivery within the time period specified above of the Company's Annual Reporton Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, preparedpursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filedwith the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that theCompany shall be deemed to have made such delivery of such Form 10-K if it shall have timely made ElectronicDelivery thereof;

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financialstatement, report, notice or proxy statement sent by the Company or any Restricted Subsidiary to its principallending banks as a whole (excluding information sent to such banks in the ordinary course of administration of abank facility, such as information relating to pricing and borrowing availability) or to its public Securities holdersgenerally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expresslyrequested by such Purchaser

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or holder), and each prospectus and all amendments thereto filed by the Company or any Restricted Subsidiarywith the SEC and of all press releases and other statements made available generally by the Company or anyRestricted Subsidiary to the public concerning developments that are Material;

(d) Notice of Default or Event of Default — promptly, and in any event within five (5) Business Daysafter a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Personhas given any notice or taken any action with respect to a claimed default hereunder or that any Person has givenany notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a writtennotice specifying the nature and period of existence thereof and what action the Company is taking or proposes totake with respect thereto;

(e) ERISA Matters — promptly, and in any event within five (5) Business Days after a ResponsibleOfficer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, ifany, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISAand the regulations thereunder, for which notice thereof has not been waived pursuant to suchregulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of theinstitution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of atrustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice froma Multiemployer Plan that such action has been taken by the PBGC with respect to suchMultiemployer Plan; or

(iii) any event, transaction or condition that could result in the incurrence of any liabilityby the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the imposition of apenalty or excise tax under the provisions of the Code relating to employee benefit plans, or in theimposition of any Lien on any of the rights, properties or assets of the Company or any ERISAAffiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability orLien, taken together with any other such liabilities or Liens then existing, could reasonably be expectedto have a Material Adverse Effect;

(f) Notices from Governmental Authority — promptly, and in any event within thirty (30) days ofreceipt thereof, copies of any notice to the Company or any Restricted Subsidiary from any federal or stateGovernmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably beexpected to have a Material Adverse Effect; and

(g) Casualty and Condemnation — promptly, and in any event within ten (10)

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days of the occurrence thereof, provide written notice of any casualty or other insured damage to any materialportion of the Collateral or the commencement of any action or proceeding for the taking of any material portionof the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding;and

(h) Requested Information — with reasonable promptness, such other data and informationrelating to the business, operations, affairs, financial condition, assets or properties of the Company or anyof its Subsidiaries (including, but without limitation, actual copies of the Company's Form 10-Q and Form10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes asfrom time to time may be reasonably requested by any such Purchaser or holder of a Note or suchinformation regarding the Company required to satisfy the requirements of 17 C.F.R. §230.144A, asamended from time to time, in connection with any contemplated transfer of the Notes.

Notwithstanding the foregoing, in the event that one or more Unrestricted Subsidiaries shall either (i) ownmore than 10% of the total consolidated assets of the Company and its Subsidiaries, or (ii) account for more than10% of the consolidated gross revenues of the Company and its Subsidiaries, determined in each case inaccordance with GAAP, then, within the respective periods provided in Sections 7.1(a) and (b), above, theCompany shall deliver to each holder of Notes that is an Institutional Investor, financial statements of thecharacter and for the dates and periods as in said Sections 7.1(a) and (b) covering the group of UnrestrictedSubsidiaries (on a consolidated basis), together with a consolidating statement reflecting eliminations oradjustments required to reconcile the financial statements of such group of Unrestricted Subsidiaries to thefinancial statements delivered pursuant to Sections 7.1(a) and (b).

Additionally, on or promptly after the Third Amendment Effective Date (with promptness to bedetermined in a commercially reasonable manner), the holders of Notes shall have received any appraisals of theSpecified Real Property subject to the Specified Mortgages to comply with the requirements of the FederalFinancial Institutions Reform, Recovery and Enforcement Act of 1989 or other applicable law.

Section 7.2. Officer's Certificate. Each set of financial statements delivered to a Purchaser or a holderof a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior FinancialOfficer (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrentdelivery of such certificate to each Purchaser and each holder of a Note):

(a) Covenant Compliance — setting forth the information from such financial statements thatis required in order to establish whether the Company was in compliance with the requirements of Section10 during the quarterly or annual period covered by the statements then being furnished, (including withrespect to each such provision that involves mathematical calculations, the information from such financialstatements that is required to perform such calculations) and detailed calculations of the maximum orminimum amount, ratio or percentage, as the case may be, permissible under the terms of

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such Section, and the calculation of the amount, ratio or percentage then in existence. In the event that theCompany or any Subsidiary has made an election to measure any financial liability using fair value (whichelection is being disregarded for purposes of determining compliance with this Agreement pursuant to Section22.2) as to the period covered by any such financial statement, such Senior Financial Officer's certificate as tosuch period shall include a reconciliation from GAAP with respect to such election; and

(b) Event of Default — certifying that such Senior Financial Officer has reviewed the relevantterms hereof and has made, or caused to be made, under his or her supervision, a review of the transactionsand conditions of the Company and its Restricted Subsidiaries from the beginning of the quarterly orannual period covered by the statements then being furnished to the date of the certificate and that suchreview shall not have disclosed the existence during such period of any condition or event that constitutesa Default or an Event of Default or, if any such condition or event existed or exists (including, withoutlimitation, any such event or condition resulting from the failure of the Company or any RestrictedSubsidiary to comply with any Environmental Law), specifying the nature and period of existence thereofand what action the Company shall have taken or proposes to take with respect thereto.

Section 7.3. Visitation. The Company shall permit the representatives of each Purchaser and eachholder of a Note that is an Institutional Investor:

(a) No Default — if no Default or Event of Default then exists, at the expense of such Purchaser orsuch holder and upon reasonable prior notice to the Company, to visit the principal executive office of theCompany, to discuss the affairs, finances and accounts of the Company and its Restricted Subsidiaries with theCompany's officers, and (with the consent of the Company, which consent will not be unreasonably withheld) itsindependent public accountants, and (with the consent of the Company, which consent will not be unreasonablywithheld) to visit the other offices and properties of the Company and each Restricted Subsidiary, all at suchreasonable times and as often as may be reasonably requested in writing; and

(b) Default — if a Default or Event of Default then exists, at the expense of the Company to visit andinspect any of the offices or properties of the Company or any Restricted Subsidiary, to examine all theirrespective books of account, records, reports and other papers, to make copies and extracts therefrom, and todiscuss their respective affairs, finances and accounts with their respective officers and independent publicaccountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances andaccounts of the Company and its Restricted Subsidiaries), all at such times and as often as may be requested.

Section 7.4. Electronic Delivery. Financial statements, opinions of independent certified public accountants,other information and Officers' Certificates that are required to be delivered by the Company pursuant to Sections7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of thefollowing requirements:

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(i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer'sCertificate satisfying the requirements of Section 7.2 are delivered to each Purchaser and holder of a Note by e-mail;

(ii) the Company shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirementsof Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and therelated Officer's Certificate satisfying the requirements of Section 7.2 available on its home page on the internet,which is located at http://www.marcuscorp.com as of the date of this Agreement;

(iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) andrelated Officer's Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of theCompany on IntraLinks or on any other similar website to which each holder of Notes has free access; or

(iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shallhave made such items available on its home page on the internet or on IntraLinks or on any other similar websiteto which each holder of Notes has free access;

provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given eachholder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting orfiling in connection with each delivery, provided further, that upon request of any holder to receive paper copies ofsuch forms, financial statements and Officer's Certificates or to receive them by e-mail, the Company willpromptly e-mail them or deliver such paper copies, as the case may be, to such holder.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

Section 8.1. Maturity. As provided therein, the entire unpaid principal balance of each Note shall bedue and payable on the Maturity Date thereof.

Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, uponnotice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not lessthan an aggregate principal amount of $500,000 at 100% of the principal amount so prepaid, and accrued interestthereon to the date of prepayment plus the Make-Whole Amount determined for the prepayment date with respectto such principal amount of each Note then outstanding. The Company will give each holder of Notes writtennotice of each optional prepayment under this Section 8.2 not less than ten (10) days and not more than sixty (60)days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to anothertime period pursuant to Section 17. Each such notice shall specify such date (which shall be a Business Day), theaggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held bysuch holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on theprepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate ofa Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such

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prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details ofsuch computation. Two (2) Business Days prior to such prepayment, the Company shall deliver to each holder ofNotes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of thespecified prepayment date.

Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notespursuant to Section 8.1 or Section 8.2, the principal amount of the Notes to be prepaid shall be allocated among allof the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principalamounts thereof not theretofore called for prepayment.

Section 8.4. Maturity; Surrender, Etc. In the case of each optional prepayment of Notes pursuant to thisSection 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the datefixed for such prepayment (which shall be a Business Day), together with interest on such principal amountaccrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless theCompany shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid orprepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall beissued in lieu of any prepaid principal amount of any Note.

Section 8.5. Purchase of Notes. The Company will not and will not permit any Subsidiary or anyAffiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notesexcept (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and theNotes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliatepro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shallprovide each holder with sufficient information to enable it to make an informed decision with respect to suchoffer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregateprincipal amount of the Notes then outstanding accept such offer, the Company shall promptly notify theremaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of suchoffer shall be extended by the number of days necessary to give each such remaining holder at least five (5)Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notesacquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notespursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any suchNotes.

Section 8.6. Make-Whole Amount.

"Make-Whole Amount" means, with respect to any Note, an amount equal to the excess, if any, of theDiscounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note overthe amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

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"Called Principal" means, with respect to any Note, the principal of such Note that is to be prepaid pursuant toSection 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as thecontext requires.

"Discounted Value" means, with respect to the Called Principal of any Note, the amount obtained bydiscounting all Remaining Scheduled Payments with respect to such Called Principal from their respectivescheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with acceptedfinancial practice and at a discount factor (applied on the same periodic basis as that on which interest on theNotes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the Called Principal of any Note, 0.50% over the yield tomaturity implied by the yield(s) reported as of 10:00 a.m. (New York City time) on the second (2nd) Business Daypreceding the Settlement Date with respect to such Called Principal, on the display designated as "Page PX1" (orsuch other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issuedactively traded on-the-run U.S. Treasury securities ("Reported") having a maturity equal to the RemainingAverage Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securitiesReported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will bedetermined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with acceptedfinancial practice and (b) interpolating linearly between the yields Reported for the applicable most recentlyissued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than suchRemaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yieldshall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including byway of interpolation), then "Reinvestment Yield" means, with respect to the Called Principal of any Note, 0.50%over the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day forwhich such yields have been so reported as of the second (2nd) Business Day preceding the Settlement Date withrespect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successorpublication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of suchCalled Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a termequal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearlybetween (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than suchRemaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and lessthan such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places asappears in the interest rate of the applicable Note.

"Remaining Average Life" means, with respect to any Called Principal, the number of years obtained bydividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principalcomponent of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number ofyears, computed on the basis of a three hundred sixty (360)-day year composed of twelve thirty (30)-day monthsand calculated to two decimal places,

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that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date ofsuch Remaining Scheduled Payment.

"Remaining Scheduled Payments" means, with respect to the Called Principal of any Note, all payments ofsuch Called Principal and interest thereon that would be due after the Settlement Date with respect to such CalledPrincipal if no payment of such Called Principal were made prior to its scheduled due date, provided that if suchSettlement Date is not a date on which interest payments are due to be made under the Notes, then the amount ofthe next succeeding scheduled interest payment will be reduced by the amount of interest accrued to suchSettlement Date and required to be paid on such Settlement Date pursuant to Section 8.4 or Section 12.1.

"Settlement Date" means, with respect to the Called Principal of any Note, the date on which such CalledPrincipal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payablepursuant to Section 12.1, as the context requires.

Section 8.7. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to thecontrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optionalprepayment specify a Business Day as the date fixed for such prepayment), (x) subject to clause (y), any paymentof interest on any Note that is due on a date that is not a Business Day shall be made on the next succeedingBusiness Day without including the additional days elapsed in the computation of the interest payable on suchnext succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note(including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shallbe made on the next succeeding Business Day and shall include the additional days elapsed in the computation ofinterest payable on such next succeeding Business Day.

Section 8.8. Change in Control

(a) Notice of Change in Control or Control Event. The Company will, within fifteen (15)Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control orControl Event, give written notice of such Change in Control or Control Event to each holder of Notesunless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to Section 8.8(b). If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in Section 8.8(c) and shall be accompanied by the certificate described in Section 8.8(g).

(b) Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless (i) at least fifteen (15) Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes as described in Section 8.8(c), accompanied by the certificate described in Section 8.8(g), and (ii) contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.8.

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(c) Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraphs (a) and (b) of this Section 8.8 shall be an offer to prepay, in accordance with and subject to this Section 8.8, all, but not less than all, the Notes held by each holder (in this case only, "holder" in respect of any Noteregistered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) ona date specified in such offer (the "Proposed Prepayment Date"). If such Proposed Prepayment Date is in connection with an offer contemplated by subparagraph (a) of this Section 8.8, such date shall be not less than twenty (20) days and not more than thirty (30) days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the twentieth (20th) day after the date of such offer).

(d) Acceptance. A holder of Notes may accept the offer to prepay made pursuant to this Section 8.8 by causing a notice of such acceptance to be delivered to the Company at least five (5) Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.8 shall be deemed to constitute a rejection of such offer by such holder.

(e) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.8 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment. The prepayment shall be made on the Proposed Prepayment Date except as provided in Section 8.8(f).

(f) Deferral Pending Change in Control. The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.8 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.8 in respect of such Change in Control shall be deemed rescinded).

(g) Officer's Certificate. Each offer to prepay the Notes pursuant to this Section 8.8 shall beaccompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date ofsuch offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to thisSection 8.8; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would bedue on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditionsof this Section 8.8 have been fulfilled; and (vi) in reasonable detail, the nature and date or proposed date ofthe Change in Control.

(h) Effect on Required Payments. The amount of each payment of the principal of the Notes made pursuant to this Section 8.8 shall be applied against and reduce each of the then remaining principal payments due pursuant to Section 8.1 by a percentage equal to the aggregate

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principal amount of the Notes so paid divided by the aggregate principal amount of the Notes outstandingimmediately prior to such payment.

(i) "Change in Control" Defined. "Change in Control" means any of the followingevents or circumstances:

(a) if any Person or Persons acting in concert (other than Stephen H. Marcus, Diane MarcusGershowitz and their respective heirs (together with trusts controlled by any such Person)), together withAffiliates thereof, shall in the aggregate, directly or indirectly, control or own (beneficially or otherwise)more than 50% (by number of shares) of the issued and outstanding voting stock of the Company; or

(b) any sale of all or substantially all of the assets of the Company otherwise permitted bySection 10.7.

(j) "Control Event" Defined. "Control Event" means:

(i) the execution by the Company or any of its Subsidiaries or Affiliates of any agreement orletter of intent with respect to any proposed transaction or event or series of transactions or eventswhich, individually or in the aggregate, may reasonably be expected to result in a Change in Control,

(ii) the execution of any written agreement which, when fully performed by the partiesthereto, would result in a Change in Control, or

(iii) the making of any written offer by any person (as such term is used in section 13(d) andsection 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related personsconstituting a group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on thedate of the Closing) to the holders of the common stock of the Company, which offer, if accepted bythe requisite number of holders, would result in a Change in Control.

SECTION 9. AFFIRMATIVE COVENANTS.

From the date of this Agreement until the Closing and thereafter, so long as any of the Notes areoutstanding, the Company covenants that:

Section 9.1. Compliance with Laws and SBA PPP Loans. (a) Without limiting Section 10.10, theCompany will, and will cause each of its Restricted Subsidiaries to, comply with all laws, ordinances orgovernmental rules or regulations to which each of them is subject, including, without limitation, ERISA,Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmentalauthorizations necessary to the ownership of their respective properties or to the conduct of their respective

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businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances orgovernmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits,franchises and other governmental authorizations could not, individually or in the aggregate, reasonably beexpected to have a Material Adverse Effect.

(b) The Company will, and will cause each of its Restricted Subsidiaries to, (i) comply with allof the SBA's terms and conditions applicable to SBA PPP Loans, (ii) use the proceeds of the SBA PPPLoan only for CARES Allowable Uses, (iii) keep necessary and appropriate records relating to the use ofthe SBA PPP Loans, (iv) promptly take all applicable actions, not later than 45 days (or such earlier dateas required) after the eight week period immediately following the SBA PPP Loan Date, to apply forforgiveness of the SBA PPP Loans in accordance with the regulations implementing Section 1106 of theCARES Act, (v) comply with all other terms and conditions applicable to SBA PPP Loans, and (vi)provide such documentation, records and other information as requested by the Administrative Agent withrespect to any of the above, including without limitation with respect to the status of the forgiveness ofSBA PPP Loans.

Section 9.2. Insurance. The Company will, and will cause each of its Restricted Subsidiaries to, (a)maintain, with financially sound and reputable insurers, insurance with respect to their respective properties andbusinesses against such casualties and contingencies, of such types, on such terms and in such amounts (includingdeductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as iscustomary in the case of entities of established reputations engaged in the same or a similar business and similarlysituated, and (b) keep and maintain all other insurance required by the Collateral Documents.

Section 9.3. Maintenance of Properties. The Company will, and will cause each of its RestrictedSubsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair,working order and condition (other than ordinary wear and tear), so that the business carried on in connectiontherewith may be properly conducted at all times, provided that this Section shall not prevent the Company or anyRestricted Subsidiary from discontinuing the operation and the maintenance of any of its properties if suchdiscontinuance is desirable in the conduct of its business and the Company has concluded that suchdiscontinuance could not, individually or in the aggregate, reasonably be expected to have a Material AdverseEffect.

Section 9.4. Payment of Taxes and Claims. The Company will, and will cause each of its Subsidiariesto, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be dueand payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them orany of their properties, assets, income or franchises, to the extent the same have become due and payable andbefore they have become delinquent and all claims for which sums have become due and payable that have ormight become a Lien on properties or assets of the Company or any Subsidiary, provided that neither theCompany nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount,applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faithand in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor inaccordance with GAAP on the books of the Company

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or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not,individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.5. Corporate Existence, Etc. Subject to Section 10.11, the Company will at all times preserveand keep its corporate existence in full force and effect. Subject to Sections 10.10 and 10.11, the Company will atall times preserve and keep in full force and effect the existence of each of its Restricted Subsidiaries (unlessmerged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of theCompany and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of orfailure to preserve and keep in full force and effect such corporate existence, right or franchise could not,individually or in the aggregate, have a Material Adverse Effect.

Section 9.6. Notes to Rank Pari Passu. From and after the Collateral Release Date, the Notes and allother obligations under this Agreement are and at all times shall remain direct and unsecured obligations of theCompany ranking pari passu in right of payment with all other present and future unsecured Debt (actual orcontingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecuredDebt of the Company.

Section 9.7. Books and Records. The Company will, and will cause each of its Restricted Subsidiariesto, maintain proper books of record and account in conformity with GAAP and all applicable requirements of anyGovernmental Authority having legal or regulatory jurisdiction over the Company or such Restricted Subsidiary,as the case may be. The Company will, and will cause each of its Subsidiaries to, keep books, records andaccounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. The Companyand its Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonableassurances that their respective books, records, and accounts accurately reflect all transactions and dispositions ofassets and the Company will, and will cause each of its Subsidiaries to, continue to maintain such system.

Section 9.8. Subsidiary Guarantors. (a) The Company will cause each of its Restricted Subsidiariesthat guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower orotherwise, for or in respect of any Debt under any Material Credit Facility to concurrently therewith:

(i) enter into an agreement in form and substance satisfactory to the Required Holdersproviding for the guaranty by such Restricted Subsidiary, on a joint and several basis with all othersuch Restricted Subsidiaries, of (1) the prompt payment in full when due of all amounts payable by theCompany pursuant to the Notes (whether for principal, interest, Make-Whole Amount or otherwise)and this Agreement, including, without limitation, all indemnities, fees and expenses payable by theCompany thereunder and (2) the prompt, full and faithful performance, observance and discharge bythe Company of each and every covenant, agreement, undertaking and provision required pursuant tothe Notes or this Agreement to be performed, observed or discharged by it (a "Subsidiary Guaranty");and

(ii) deliver the following to each of holder of a Note:

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(1) an executed counterpart of such Subsidiary Guaranty;

(2) a certificate signed by an authorized responsible officer of such Restricted Subsidiarycontaining representations and warranties on behalf of such Restricted Subsidiary to the same effect,mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.16 of thisAgreement (but with respect to such Restricted Subsidiary and such Subsidiary Guaranty rather thanthe Company);

(3) all documents as may be reasonably requested by the Required Holders to evidence thedue organization, continuing existence and good standing of such Restricted Subsidiary and the dueauthorization by all requisite action on the part of such Restricted Subsidiary of the execution anddelivery of such Subsidiary Guaranty and the performance by such Restricted Subsidiary of itsobligations thereunder; and

(4) an opinion of counsel reasonably satisfactory to the Required Holders covering suchmatters relating to such Restricted Subsidiary and such Subsidiary Guaranty as the Required Holdersmay reasonably request.

(b) Subject to Sections 9.9 and 9.10, the holders of the Notes agree to discharge and releaseany Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company,provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released anddischarged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) asan obligor and guarantor under and in respect of the Material Credit Facility and the Company so certifiesto the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release anddischarge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notesstating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is givento any holder of Debt of the Company for the purpose of such release, other than the repayment of suchindebtedness and amounts due in connection with such repayment, holders of the Notes shall receiveequivalent consideration. The holders of the Notes agree to execute and deliver such documents which arenecessary or desirable to terminate, release and discharge the Subsidiary Guarantors from their obligationsunder the Subsidiary Guaranty.

Section 9.9. Collateral and Subsidiary Guaranties. (a) As of the First Amendment Effective Date, eachRestricted Subsidiary will become a Note Party by executing a Subsidiary Guaranty in accordance with therequirements described in Section 9.8(a)(i) and (ii), which Subsidiary Guaranty shall become effective on the FirstAmendment Effective Date. The Company and each Subsidiary Guarantor will grant Liens to the CollateralAgent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Partywhich constitutes Collateral, which grant shall become effective on the First Amendment Effective Date. EachNote Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date tobecome a Note Party by executing and delivering a Subsidiary Guaranty in accordance with the requirementsdescribed in Section 9.8(a)(i) and (ii)and granting Liens to the Collateral Agent, for the benefit of the CollateralAgent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, in eachcase reasonably promptly after such Subsidiary is formed or acquired.

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(b) Each Note Party will cause all of the issued and outstanding Equity Interests of each of itsSubsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent forthe benefit of the Collateral Agent and the other Secured Creditors, pursuant to the terms and conditions ofthe Note Documents or other security documents as the Required Holders shall reasonably request.

(c) Without limiting the foregoing, each Note Party will, and will cause each Subsidiary to,execute and deliver, or cause to be executed and delivered, to the Collateral Agent such documents,agreements and instruments, and will take or cause to be taken such further actions (including the filingand recording of financing statements, fixture filings, mortgages, deeds of trust and other documents andsuch other actions, as applicable), which the Required Holders may, from time to time, reasonably requestto carry out the terms and conditions of this Agreement and the other Note Documents and to ensureperfection and priority of the Liens created or intended to be created by the Collateral Documents, all inform and substance reasonably satisfactory to the Required Holders and all at the expense of the NoteParties.

(d) If any material assets (including any Specified Real Property or improvements thereto or anyinterest therein) are acquired by any Note Party after the First Amendment Effective Date (other thanassets constituting Collateral under the Collateral Documents that become subject to the Lien under theCollateral Documents upon acquisition thereof), the Company will (i) notify the holders of Notes, and, ifrequested by the Required Holders, cause such assets to be subjected to a Lien securing the Obligationsand (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonablyrequested by the Required Holders to grant and perfect such Liens, including actions described inparagraph (c) of this Section 9.9, all at the expense of the Note Parties, and Required Holders shall havecompleted and received all flood insurance due diligence and flood insurance compliance requirementswith respect to such Specified Real Property.

(e) The Company and each Note Party will ensure that the net proceeds of any casualty orcondemnation event described by Section 7.1(g) (whether in the form of insurance proceeds,condemnation awards or otherwise) are collected and applied in accordance with the applicable provisionsof Intercreditor Agreement and the Collateral Documents

(f) By no later than 60 days after the First Amendment Effective DateAugust 14, 2020 (the"Post-Closing Date"), the Company shall deliver the following to Collateral Agent (each in form andsubstance satisfactory to the Required Holders):

(i) the Specified Mortgages;

(ii) an opinion of counsel in the state in which any parcel of Specified Real Property islocated from counsel, and in a form reasonably satisfactory to the Required Holders;

(iii) if any such parcel of Specified Real Property is determined to be in a "Special FloodHazard Area" as designated on maps prepared by the Federal Emergency Management Agency, a floodnotification form signed by the Company or such Note

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Party and evidence that flood insurance is in place for the building and contents, all in form, substanceand amount satisfactory to the Required Holders;

(iv) the results of a recent lien search in the jurisdiction of organization of each Note Party and eachjurisdiction where assets of such Note Parties are located, and the results of a recent title search oneach parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets orproperties of such Note Parties except for liens permitted by Section 10.9 or discharged on or prior tothe Post-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the RequiredHolders;

(v) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to theRequired Holders and otherwise in compliance with the terms of this Agreement and the CollateralDocuments;

(vi) at least five (5) days prior to the Post-Closing Date, all documentation and other informationregarding the Note Parties identified in the Collateral Documents or Subsidiary Guaranty requested inconnection with applicable "know your customer" and anti-money laundering rules and regulations,including the USA PATRIOT Act, to the extent requested in writing of such Note Parties at least ten(10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8 orW-9, as applicable, for each such Note Party, and to the extent any such Note Party qualifies as a "legalentity customer" under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, any Lender that has requested, in a written notice to any such Note Party at least the (10)days prior to the Post-Closing Date, a Beneficial Ownership Certification in relation to such Note Partyshall have received such Beneficial Ownership Certification;

(vii) resolutions and officers certificates of each Restricted Subsidiary that is a Note Party eachreasonably satisfactory to the Required Holders;

(viii) deposit account control agreements and additional legal opinions with respect to the SecurityAgreement and the Subsidiary Guaranty to the extent requested by the Required Holders, eachreasonably satisfactory to the Required Holders; and

(ix) such other documents as any holder or its respective counsel may have reasonably requested inconnection with the Collateral Documents or the Subsidiary Guaranty.

Section 9.10. Collateral Release Date. On the Collateral Release Date, the Collateral Documents and theSubsidiary Guaranties shall immediately and automatically be released without any further action by any NoteParty or any other Person, the liens or mortgages granted to the Collateral Agent pursuant to the CollateralDocuments shall be released, and the Subsidiary Guaranties shall be released.

Section 9.11. Most Favored Lender Status. From and after the First Amendment Effective Date and untilthe Collateral Release Date, (a) if at any time a Material Credit Facility

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contains any provision or agreement (excluding covenants, defaults and the equivalent thereof contained inany Specified Convertible Senior Notes agreements relating to the delivery of Equity Interests upon theconversion of Convertible Securities) by the Company that is more favorable to the lenders under suchMaterial Credit Facility than the covenants, definitions and/or defaults contained in this Agreement (anysuch provision (including any necessary definition), a "More Favorable Covenant"), then the Companyshall provide a Most Favored Lender Notice in respect of such More Favorable Covenant. Unless waivedin writing by the Required Holders within 15 days after each holder's receipt of such notice, such MoreFavorable Covenant shall be deemed automatically incorporated by reference into Section 9 of thisAgreement, mutatis mutandis, as if set forth in full herein, effective as of the date when such MoreFavorable Covenant shall have become effective under such Material Credit Facility.

(b) Any More Favorable Covenant incorporated into this Agreement (herein referred to as an"Incorporated Covenant") pursuant to this Section 9.11 (i) shall be deemed automatically amended hereinto reflect any subsequent amendments made to such More Favorable Covenant under the applicableMaterial Credit Facility; provided that, if a Default or an Event of Default then exists and the amendmentof such More Favorable Covenant would make such covenant less restrictive on the Company, suchIncorporated Covenant shall only be deemed automatically amended at such time, if it should occur, whensuch Default or Event of Default no longer exists and (ii) shall be deemed automatically deleted from thisAgreement the earlier of (x) the Collateral Release Date, (y) at such time as such More FavorableCovenant is deleted or otherwise removed from the applicable Material Credit Facility, or (z) suchapplicable Material Credit Facility ceases to be a Material Credit Facility or shall be terminated; providedthat, if a Default or an Event of Default then exists, such Incorporated Covenant shall only be deemedautomatically deleted from this Agreement at such time, if it should occur, when such Default or Event ofDefault no longer exists; provided further, however, that if any fee or other consideration shall be given tothe lenders under such Material Credit Facility for such amendment or deletion, the equivalent of such feeor other consideration shall be given, pro rata, to the holders of the Notes.

(c) "Most Favored Lender Notice" means, in respect of any More Favorable Covenant, a writtennotice to each of the holders of the Notes delivered promptly, and in any event within twenty BusinessDays after the inclusion of such More Favorable Covenant in any Material Credit Facility (including byway of amendment or other modification of any existing provision thereof) from a Responsible Officerreferring to the provisions of this Section 9.8 and setting forth a reasonably detailed description of suchMore Favorable Covenant (including any defined terms used therein) and related explanatory calculations,as applicable.

d) Notwithstanding the foregoing, no covenant, definition or default expressly set forth in thisAgreement as of the date of this Agreement (or incorporated into this Agreement by an amendment ormodification to this Agreement other than pursuant to this Section 9.11) shall be deemed to be amended ordeleted in any respect by virtue of the provisions of this Section 9.11.

Section 9.12. Debt Rating. The Company shall at all times maintain a credit rating from any RatingAgency on each Series of Notes. Evidence of such rating shall (a) refer to the Private

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Placement Number issued by Standard & Poor's CUSIP Bureau Service in respect of each Series of Notes, (b)address the likelihood of payment of both the principal and interest of such Notes (which requirement shall bedeemed satisfied if the rating is silent on the likelihood of payment of both principal and interest and does nototherwise include any indication to the contrary), (c) not include any prohibition against a holder sharing suchevidence with the SVO or any other regulatory authority having jurisdiction over such holder, and (d) be deliveredby the Company to the holders at least annually (on or before the anniversary of the Closing Date) and promptlyupon any change in the rating.

SECTION 10. NEGATIVE COVENANTS.

From the date of this Agreement until the Closing and thereafter, so long as any of the Notes areoutstanding, the Company covenants that:

Section 10.1. Transactions with Affiliates. The Company will not and will not permit any RestrictedSubsidiary to enter into directly or indirectly any transaction or Material group of related transactions (includingwithout limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service)with any Affiliate (other than the Company or another Restricted Subsidiary), except in the ordinary course andpursuant to the reasonable requirements of the Company's or such Restricted Subsidiary's business and upon fairand reasonable terms no less favorable to the Company or such Restricted Subsidiary than would be obtainable ina comparable arm's-length transaction with a Person not an Affiliate and except any Restricted Payment permittedby Section 10.12.

Section 10.2. Limitations on Debt. Notwithstanding compliance with Sections 10.3, 10.4 or any otherprovision of this Agreement, the Company will not, and will not permit any Restricted Subsidiary to, create,assume or incur or in any manner be or become liable in respect of any Debt incurred or otherwise existing on orcreated after the First Amendment Effective Date and prior to the Collateral Release Date, other than: (i)Obligations, (ii) SBA PPP Loans, (iii) Governmental Stimulus Debt in an aggregate outstanding principal amountnot in excess of $50,000,000, (iv) Debt secured by any Excluded Real Property in an aggregate outstandingprincipal amount not in excess of $5,000,000 and, (v) Debt under the Specified Convertible Senior Notes and anyPermitted Refinancing Indebtedness in respect thereof, (vi) Debt under other Convertible Securities (other thanthe Specified Convertible Senior Notes) in an aggregate outstanding principal amount not in excess of$50,000,000 issued after the Specified Convertible Senior Notes, (vii) Debt constituting Contingent Obligationspermitted by Section 10.16 and (viii) other Debt that is unsecured and in an aggregate outstanding principalamount not in excess of $15,000,000.

Section 10.3. Consolidated Debt to Capitalization Ratio . The Company will not at any time permitConsolidated Debt to exceed 65% of Consolidated Total Capitalization.

Section 10.4. Limitations on Priority Debt. On and after the Collateral Release Date, the Company willnot, and will not permit any Restricted Subsidiary to, create, assume or incur or in

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any manner be or become liable in respect of any Priority Debt, unless at the time of issuance thereof and aftergiving effect thereto and to the application of the proceeds thereof, Priority Debt shall not exceed 20% ofConsolidated Total Capitalization. Any Person which becomes a Restricted Subsidiary after the date of thisagreement shall, for all purposes of this Section 10.4, be deemed to have created, assumed or incurred, at the timeit becomes a Restricted Subsidiary, all Priority Debt of such Person existing immediately after it became aRestricted Subsidiary.

Section 10.5. Consolidated Fixed Charge Coverage Ratio. From and after the Fixed Charge CoverageReinstatement Date, the Company shall not permit or suffer the Consolidated Fixed Charge Coverage Ratio at theend of any Fiscal Quarter endending after June 30, 2022, as calculated for the four Fiscal Quarters then ending, tobe less than 2.50 to 1.00.

Section 10.6. Minimum Consolidated EBITDA . The Company shall not permit or suffer ConsolidatedEBITDA to be less than or equal to: (i) negative $57,000,000$0 as of JuneSeptember 2530, 20202021 for theFiscal Quarter then ending, (ii) negative $90,000,000$20,000,000 as of SeptemberDecember 2430, 20202021 forthe two consecutive Fiscal Quarters then ending, (iii) negative $65,000,000$35,000,000 as of DecemberMarch 31,20202022 for the three consecutive Fiscal Quarters then ending, or (iv) negative $40,000,000$60,000,000 as ofAprilJune 130, 2021 for the four consecutive Fiscal Quarters then ending, or (v) $42,000,000 as of July 1,20212022 for the four consecutive Fiscal Quarters then ending.

Section 10.7. Minimum Liquidity. The Company shall not permit or suffer Consolidated Liquidity to beless than or equal to: (i) $102,000,000 as of June 25, 2020, (ii) $67,000,000125,000,000 as of September 24, 2020,(iiiii) $78,500,000125,000,000 as of December 31, 2020, (iviii) $83,000,000100,000,000 as of April 1, 2021, or(viv) $103,500,000100,000,000 as of July 1, 2021, or (v) $50,000,000 as of the end of any Fiscal Quarterthereafter until and including the Fiscal Quarter ending June 30, 2022; provided, however, that each such requiredminimum Consolidated Liquidity amount shall be reduced to $50,000,000 for each such testing date if the Term ALoans are paid in full as of such date.

Section 10.8. Capital Expenditures . From and after the First Amendment Effective Date and prior to theend of the Specified Period, the Company shall not, nor shall it permit any Restricted Subsidiary to, incur or makeany Capital Expenditures in the aggregate for the Company and its Restricted Subsidiaries during (i) the periodbeginning on April 1, 2020 through and including December 31, 2020 in excess of the sum of $22,500,000 plusSocial Distancing Capital Expenditures for such period or (ii) Fiscal Year 2021 in excess of $50,000,000 plusSocial Distancing Capital Expenditures for such Fiscal Year.

Section 10.9. Limitation on Liens. The Company will not, and will not permit any of its RestrictedSubsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingencyor otherwise) any Lien on or with respect to any property or asset (including, without limitation, any document orinstrument in respect of goods or accounts receivable) of the Company or any such Restricted Subsidiary, whethernow owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey anyright to receive income or profits, except:

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(a) Liens for property taxes and assessments or governmental charges or levies and Lienssecuring claims or demands of mechanics and materialmen, provided payment thereof is not at the timerequired by Section 9.4;

(b) Liens incidental to the normal conduct of business of the Company or any RestrictedSubsidiary or to secure claims for labor, materials or supplies in respect of obligations not overdue or inconnection with the ownership of its property (including Liens in connection with worker's compensation,unemployment insurance and other like laws, warehousemen's and attorney's liens and statutory landlords'liens) which are not incurred in connection with the incurrence of Debt or the borrowing of money andwhich do not in the aggregate Materially impair the use of such property in the operation of the business ofthe Company and its Restricted Subsidiaries, taken as a whole, or the value of such property for thepurpose of such business;

(c) Liens created by or resulting from any litigation or legal proceeding which is currently beingcontested in good faith by appropriate proceedings or which result from a final, nonappealable judgmentwhich is satisfied, or whose satisfaction is assured by the posting of a bond or other collateral, within sixty(60) days after such judgment becomes final and nonappealable;

(d) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens, inexistence less than sixty (60) days (or in the case of any Lien with respect to which the underlying claimshall currently be contested by the Company or such Restricted Subsidiary in good faith by appropriateproceedings, the period of time during which such Lien is being contested) from the date of creationthereof in respect of obligations not overdue or deposits to obtain the release of such Liens;

(e) Liens securing Debt of a Restricted Subsidiary to the Company or to another RestrictedSubsidiary;

(f) Liens existing as of the date of Closing and reflected in Schedule 10.5;

(g) minor survey exceptions or minor encumbrances, easements or reservations, or rights ofothers for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use ofreal properties, which are necessary for the conduct of the activities of the Company and its RestrictedSubsidiaries or which customarily exist on real properties of corporations engaged in similar activities andsimilarly situated and which do not in any event Materially detract from the value of such real property;

(h) leases or subleases granted to any Person by the Company or any Restricted Subsidiary, aslessor or sublessor, on any property owned or leased by the Company or any Restricted Subsidiary,provided that in each case such lease or sublease shall not Materially detract from the value of the propertyleased or subleased;

(i) Liens incurred after the date of Closing and existing on property of any

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business entity at the time of acquisition of such business entity by the Company or a RestrictedSubsidiary, so long as such Liens were not incurred, extended or renewed in contemplation of theacquisition of such business entity, provided that (i) the Lien shall attach solely to the property of thebusiness entity so acquired, (ii) at the time of acquisition of such business entity, the aggregate amountremaining unpaid on all Debt secured by Liens on the property of such business entity, whether or notassumed by the Company or a Restricted Subsidiary, shall not exceed an amount equal to the lesser ofthe total purchase price or fair market value at the time of acquisition of such business entity (asdetermined in good faith by the Board of Directors of the Company or any Restricted Subsidiary, as thecase may be), and (iii) the aggregate principal amount of all Debt secured by such Liens shall bepermitted by the limitations set forth in Sections 10.2 and 10.3;

(j) Liens incurred after the date of Closing given to secure the payment of the purchase priceincurred in connection with the acquisition or construction of property (other than accounts receivable orinventory) useful and intended to be used in carrying on the business of the Company or a RestrictedSubsidiary, including Liens existing on such property at the time of acquisition or construction thereof, orLiens incurred within one hundred eighty (180) days of such acquisition or the completion of suchconstruction, provided that (i) the Lien shall attach solely to the property acquired, purchased orconstructed, (ii) at the time of acquisition or construction of such property, the aggregate amountremaining unpaid on all Debt secured by Liens on such property, whether or not assumed by the Companyor a Restricted Subsidiary, shall not exceed an amount equal to the lesser of the total purchase price or fairmarket value at the time of acquisition or construction of such property (as determined in good faith by theBoard of Directors of the Company or any Restricted Subsidiary, as the case may be), and (iii) theaggregate principal amount of all Debt secured by such Liens shall be permitted by the limitations set forthin Sections 10.2 and 10.3;

(k) any extensions, renewals or replacements of any Lien permitted by the precedingsubparagraphs (a) through (j) inclusive, of this Section 10.9, provided that (i) no additional property shallbe encumbered by such Liens, (ii) the unpaid principal amount of the Debt secured thereby shall not beincreased on or after the date of any extension, renewal or replacement, (iii) the weighted average life tomaturity of the Debt secured by such Liens shall not be reduced, and (iv) at such time and immediatelyafter giving effect thereto, no Default or Event of Default shall have occurred and be continuing;

(l) Liens on the Collateral in favor of the Collateral Agent and the Secured Creditors securingthe Obligations in accordance with the terms of the Intercreditor Agreement; and

(m) Liens securing Priority Debt of the Company or any Restricted Subsidiary, provided thatsuch Priority Debt shall be permitted by the applicable limitations set forth in Sections 10.2, 10.3 and 10.4,and provided, further, that notwithstanding the foregoing, the Company shall not, and shall not permit anyof its Restricted Subsidiaries to, secure

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any Debt outstanding under or pursuant to the Material Credit Facility pursuant to this Section 10.9(m)unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently besecured equally and ratably with such Debt pursuant to documentation reasonably acceptable to theRequired Holders in substance and in form, including, without limitation, an intercreditor agreement andcustomary opinions of counsel to the Company and/or any such Subsidiary, as the case may be, fromcounsel that is reasonably acceptable to the Required Holders.

Section 10.10. Sales of Assets. The Company will not, and will not permit any Restricted Subsidiary to,sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the Company and itsRestricted Subsidiaries; provided, however, that the Company or any Restricted Subsidiary may sell, lease orotherwise dispose of assets constituting a substantial part of the assets of the Company and its RestrictedSubsidiaries if, at such time and after giving effect thereto, no Default or Event of Default shall have occurred andbe continuing and an amount equal to the net proceeds received from such sale, lease or other disposition shall beused in any combination:

(1) within one hundred eighty (180) days prior to or after such sale, lease or disposition, toacquire property, plant and equipment used or useful in carrying on the business of the Company andits Restricted Subsidiaries (or the Company or any Restricted Subsidiary shall be unconditionallycommitted to acquire such property) and having a value at least equal to the value of such assets sold,leased or otherwise disposed of; and/or

(2) to prepay or retire Senior Debt of the Company and/or its Restricted Subsidiaries,provided that (i) the Company shall offer to prepay each outstanding Note in a principal amount whichequals the Ratable Portion for such Note, provided further, to the extent that a sale of a substantial partincludes assets of the Company or any Restricted Subsidiary the net proceeds of which are requiredunder Section 2.11(c) of the Bank Credit Agreement to prepay (or offer to prepay) Term A Loans (asdefined in the Bank Credit Agreement) during the Specified Period, then the net proceeds attributableto such sale, lease or other disposition shall be used, (x) first, to prepay (or offer to prepay) Term ALoans (as defined in the Bank Credit Agreement) of the Company or such Restricted Subsidiary, andthen, (y) second, to the extent that any such net proceeds still remain or are attributable to such sale,lease or other disposition of the Company or any other Restricted Subsidiary, the Company shall offerto prepay each outstanding Note in a principal amount, which equals the Ratable Portion for such Note,and (ii) any such prepayment of the Notes shall be made at par, together with accrued interest thereonto the date of such prepayment, but without the payment of the Make-Whole Amount. Any offer ofprepayment of the Notes pursuant to this Section 10.10 shall be given to each holder of the Notes bywritten notice that shall be delivered not less than fifteen (15) days and not more than sixty (60) daysprior to the proposed prepayment date. Each such notice shall state that it is given pursuant to thisSection and that the offer set forth in such notice must be accepted by such holder in writing and shallalso set forth (i) the prepayment date, (ii) a description of the circumstances which give rise to theproposed prepayment and (iii) a calculation of the Ratable Portion for such holder's Notes. Each

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holder of the Notes which desires to have its Notes prepaid shall notify the Company in writingdelivered not less than five (5) Business Days prior to the proposed prepayment date of its acceptanceof such offer of prepayment and any offer not so accepted in writing will be deemed to have beenrejected. Prepayment of Notes pursuant to this Section 10.10 shall be made in accordance with Section8.2 (but without payment of the Make-Whole Amount).

As used in this Section 10.10, a sale, lease or other disposition of assets shall be deemed to be a"substantial part" of the assets of the Company and its Restricted Subsidiaries if the book value of such assets,when added to the book value of all other assets sold, leased or otherwise disposed of by the Company and itsRestricted Subsidiaries (other than in transactions in the ordinary course of business and Excluded Sale andLeaseback Transaction) during any fiscal year of the Company, exceeds 10% of the book value of ConsolidatedTotal Assets, determined as of the end of the fiscal year immediately preceding such sale, lease or otherdisposition; provided that there shall be excluded from any determination of a "substantial part", :(i) any transferof assets from the Company to any Wholly-Owned Restricted Subsidiary or from any Subsidiary to the Companyor a Wholly-Owned Restricted Subsidiary; (ii) any issuance or conversion of Convertible Securities and theconsummation of any Permitted Convertible Indebtedness Call Transaction; and (iii) any Disposition in respectof any Permitted Convertible Indebtedness Call Transaction due to the unwinding thereof in accordance with itsterms.

Section 10.11. Merger and Consolidation. The Company will not, and will not permit any RestrictedSubsidiary to, consolidate with or be a party to a merger with any other Person or convey, transfer or lease all orsubstantially all of its assets in a single transaction or series of transactions to any Person; provided, however, that:

(1) any Restricted Subsidiary may merge or consolidate with or into the Company or anyWholly-Owned Restricted Subsidiary, so long as in any merger or consolidation involving theCompany, the Company shall be the surviving or continuing Person; and

(2) the Company may consolidate or merge with any other Person or convey, transfer orlease all or substantially all of its assets to another Person if (i) either (x) the Company shall be thesurviving or continuing Person, or (y) if the surviving or continuing entity or the Person that acquiresby conveyance, transfer or lease is other than the Company, (A) such entity shall be a solventcorporation or limited liability company organized and existing under the laws of the United States orany state thereof (including the District of Columbia), (B) such entity expressly assumes, by writtenagreement satisfactory in scope and form to the Required Holders, all obligations of the Companyunder the Notes and this Agreement, and (C) such entity shall cause to be delivered to each holder ofNotes an opinion of national recognized independent counsel, or other independent counsel reasonablysatisfactory to the Required Holders, to the effect that all agreements or instruments effecting suchassumption are enforceable in accordance with their terms and comply with the provisions of thisSection 10.11 and otherwise satisfactory in scope and form to the Required Holders, and (ii)immediately before and

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immediately after giving effect to such transaction or each transaction in any such series oftransactions, no Default or Event of Default shall have occurred and be continuing and the Companywould be permitted to incur at least $1.00 of additional Priority Debt under the limitation of Section10.4.

No such conveyance, transfer or lease of substantially all of the assets of the Company or any RestrictedSubsidiary shall have the effect of releasing the Company or any successor corporation or limited liabilitycompany that shall theretofore have become such in the manner prescribed in this Section 10.11 from its liabilityunder this Agreement or the Notes.

Section 10.12. Restricted Payments . The Company shall not declare or make any Restricted Payment if aDefault or Event of Default has occurred and is continuing or would result therefrom; provided, notwithstandingthe foregoing, during any Specified Period, the Company shall not declare or make any Restricted Payment otherthan (a) Restricted Payments payable solely in shares of the Company's common stock, (b) Restricted Paymentsrequired pursuant to and in accordance with stock option plans or other benefit plans for management oremployees of the Company and its Subsidiaries in existence on the First Amendment Effective Date without anymodification thereof, in each case so long as no Default or Event of Default has occurred and is continuing orwould result therefrom, and (c) Restricted Payments in the first Fiscal Quarterthird fiscal quarter of 2021 and inany fiscal quarter thereafter not to exceed $3,000,000 and1,500,000 in the aggregate in the second Fiscal Quarterof 2021 not exceed $3,000,000for any such fiscal quarter, in each case so long as no Default or Event of Defaulthas occurred and is continuing or would result therefrom, and (d) Restricted Payments in connection with theCompany's entry into, and performance of its obligations under, any Permitted Convertible Indebtedness CallTransaction.

Notwithstanding the foregoing or anything to the contrary in this Agreement, the Company mayrepurchase, exchange or induce the conversion of Convertible Securities by delivery of shares of Company'scommon stock and/or a different series of Convertible Securities (which series (x) matures after, and does notrequire any scheduled amortization or other scheduled payments of principal prior to, the analogous date under theindenture governing the Convertible Securities that are so repurchased, exchanged or converted and (y) has terms,conditions and covenants that are no less favorable to the Company than the Convertible Securities that are sorepurchased, exchanged or converted (as determined by the Company in good faith)) (any such series ofConvertible Securities, "Refinancing Convertible Securities") and/or by payment of cash (in an amount that doesnot exceed the proceeds received by the Company from the substantially concurrent issuance of shares of theCompany's common stock and/or Refinancing Convertible Securities plus the net cash proceeds, if any, receivedby the Company pursuant to the related exercise or early unwind or termination of the related PermittedConvertible Indebtedness Call Transactions, if any, pursuant to the immediately following proviso); provided that,substantially concurrently with, or a commercially reasonable period of time before or after, the related settlementdate for the Convertible Securities that are so repurchased, exchanged or converted, the Company shall (and, forthe avoidance of doubt, shall be permitted under this Section 10.12 to) exercise or unwind or terminate early(whether in cash, shares or any combination thereof) the portion of any Permitted Convertible Indebtedness CallTransactions, if any, corresponding to such Convertible Securities that are so repurchased,

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exchanged or converted.

Section 10.13. Designation of Restricted and Unrestricted Subsidiaries. (a) At any time after the end ofthe Specified Period, the Board of Directors of the Company may designate any Unrestricted Subsidiary as aRestricted Subsidiary and may designate any Restricted Subsidiary as an Unrestricted Subsidiary, provided that (i)at such time and immediately after giving effect thereto (x) the Company would be permitted to incur at least$1.00 of additional Priority Debt under the limitations of Section 10.4, and (y) no Default or Event of Defaultshall have occurred and be continuing, (ii) the designation of such Subsidiary as Restricted or Unrestricted shallnot be changed pursuant to this Section 10.13 on more than two occasions, and (iii) no Subsidiary may bedesignated as an Unrestricted Subsidiary unless (1) the Term A Loans have been paid in full and (2) the Companyis in compliance with the financial covenants in this Agreement as in effect prior to the First AmendmentEffective Date (and has irrevocably elected to have the financial covenants in this Agreement as in effect prior tothe First Amendment Effective Date become effective on the Fixed Charge Coverage Reinstatement Date. TheCompany shall, within ten (10) days after the designation of any Subsidiary as Restricted or Unrestricted, givewritten notice of such action to each holder of a Note.

(b) The Company acknowledges and agrees that if, after the date hereof, any Person becomes aRestricted Subsidiary, all Debt, leases and other obligations and all Liens and Investments of such Personexisting as of the date such Person becomes a Restricted Subsidiary shall be deemed, for all purposes ofthis Agreement, to have been incurred, entered into, made or created at the same time such Person sobecomes a Restricted Subsidiary.

Section 10.14. Nature of Business. Neither the Company nor any Restricted Subsidiary will engage in anybusiness if, as a result, the general nature of the business, taken on a consolidated basis, which would then beengaged in by the Company and its Restricted Subsidiaries would be substantially changed from the generalnature of the business engaged in by the Company and its Restricted Subsidiaries on the date of this Agreement.

Section 10.15. Terrorism Sanctions Regulations. The Company will not and will not permit anyControlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own orcontrol a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by theEuropean Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction(including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) withany Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any law orregulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. EconomicSanctions, or (c) to engage, nor shall any Affiliate of either engage, in any activity that could subject such Personor any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any othercountry that is subject to U.S. Economic Sanctions.

Section 10.16. Investments, Loans, Advances. The Company shall not and shall not suffer or permit anyRestricted Subsidiary to make or commit to make any Investment, other than: (a) Permitted Investments – CashEquivalents; (b) Investments in its existing Restricted Subsidiaries

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(other than Excluded Subsidiaries during the Specified Period); (c) Investments in new Restricted Subsidiaries(other than Excluded Subsidiaries during the Specified Period) engaged in businesses of the type conducted by theCompany and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonablyrelated thereto; (d) loans or advances to franchisees not to exceed $10,000,000, on a consolidated basis, in theaggregate at any time after the First Amendment Effective Date other than during a Specified Period; (e) existingInvestments listed in the attached Schedule 10.16, (f) Investments required under Deferred Equity ContributionObligations, (g) Investments (excluding Contingent Obligations) in owners of properties or businesses managedby the Company or a Restricted Subsidiary, consistent with the Company's existing business practices or policies;(h) Investments permitted in Section 10.10, (i) Investments, consisting of Contingent Obligations, in owners ofproperties or businesses managed by the Company or a Restricted Subsidiary not to exceed $25,000,000, on aconsolidated basis, in the aggregate at any time after the First Amendment Effective Date; (j) investments by theCompany's captive insurance Subsidiary consistent with its investment policy and current practices approved bythe Administrative AgentRequired Holders from time to time; and (k(k) investments by the Company consistingof Convertible Securities acquired in connection with the conversion or exchange of the Convertible Securities;provided that (x) to the extent such Convertible Securities are converted or exchanged into Equity Interests, suchEquity Interests shall be Qualified Equity Interests of the Company, and (y) to the extent such conversion orexchange involves any cash payment or any other payment not consisting of Qualified Equity Interests of theCompany (excluding cash in lieu of fractional shares), both before and immediately after giving effect to any suchprepayment or defeasance, (A) the Company is in compliance with the financial covenants in this Agreement as ineffect prior to the First Amendment Effective Date (and has irrevocably elected to have the financial covenants inthis Agreement as in effect prior to the First Amendment Effective Date become effective on the Fixed ChargeCoverage Reinstatement Date) and (B) no Default or Event of Defaults exists; (l) investments represented byPermitted Convertible Indebtedness Call Transactions; and (m) other Investments (including ContingentObligations) not to exceed $25,000,000 on a consolidated basis, in the aggregate at any time after the FirstAmendment Effective Date; provided, however, that (i) the Company and its Restricted Subsidiaries shall only bepermitted to make or commit to make any other Investments (including Contingent Obligations) during theSpecified Period if on a consolidated basis and in the aggregate such other Investments do not exceed $5,000,000and (ii) notwithstanding anything herein to the contrary, Investments made in or to Pfister LLC during theSpecified Period shall not exceed $5,000,000 in the aggregate.

SECTION 11. EVENTS OF DEFAULT.

An "Event of Default" shall exist if any of the following conditions or events shall occur and becontinuing:

(a) the Company defaults in the payment of any principal, Make-Whole Amount, if any, or otherpremium, if any, on any Note for more than one (1) Business Day after the same becomes due and payable,whether at maturity or at a date fixed for prepayment or by declaration or otherwise, or the Company makes thepayment of any principal or Make-Whole Amount, if any, or other premium, if any, on the Notes on the BusinessDay immediately following the Business Day in which such payment is due and

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payable on more than five (5) occasions; or

(b) the Company defaults in the payment of any interest on any Note for more than five (5)Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term contained inSection 7.1(d) or Section 10; or

(d) the Company or any Subsidiary Guarantor defaults in the performance of or compliancewith any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or in anySubsidiary Guaranty and such default is not remedied within thirty (30) days after the earlier of (i) aResponsible Officer obtaining actual knowledge of such default and (ii) the Company receiving writtennotice of such default from any holder of a Note (any such written notice to be identified as a "notice ofdefault" and to refer specifically to this Section 11(d)); or

(e) (i) any representation or warranty made in writing by or on behalf of the Company or by anyofficer of the Company in this Agreement or any writing furnished in connection with the transactionscontemplated hereby proves to have been false or incorrect in any material respect on the date as of whichmade, or (ii) any representation or warranty made in writing by or on behalf of any Subsidiary Guarantoror by any officer of such Subsidiary Guarantor in any Subsidiary Guaranty or any writing furnished inconnection with such Subsidiary Guaranty proves to have been false or incorrect in any material respect onthe date as of which made; or

(f) (i) the Company or any Restricted Subsidiary is in default (as principal or as guarantor orother surety) in the payment of any principal of or premium or make-whole amount or interest on any Debtthat is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of graceprovided with respect thereto, (ii) the Company or any Restricted Subsidiary is in default (as principal oras guarantor or other surety) in the performance of or compliance with any term of any evidence of anyDebt in an aggregate outstanding principal amount of at least $10,000,000 or of any mortgage, indentureor other agreement relating thereto or any other condition exists, and as a consequence of such default orcondition such Debt has become, or has been declared, due and payable before its stated maturity or beforeits regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of anyevent or condition (other than the passage of time or the right of the holder of Debt to convert such Debtinto equity interests), the Company or any Restricted Subsidiary has become obligated to purchase orrepay Debt before its regular maturity or before its regularly scheduled dates of payment in an aggregateoutstanding principal amount of at least $10,000,000; provided that this clause (f) shall not apply to (x)secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assetssecuring such Debt, or (y) any conversion or settlement with respect to the Specified Convertible SeniorNotes in accordance with their terms; or

(g) the Company or any of its Material Subsidiaries (i) is generally not

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paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents byanswer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or anyother petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for thebenefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officerwith similar powers with respect to it or with respect to any substantial part of its property, (v) isadjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of theforegoing; or

(h) a court or governmental authority of competent jurisdiction enters an order appointing,without consent by the Company or any of its Material Subsidiaries, a custodian, receiver, trustee or otherofficer with similar powers with respect to it or with respect to any substantial part of its property, orconstituting an order for relief or approving a petition for relief or reorganization or any other petition inbankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction,or ordering the dissolution, winding-up or liquidation of the Company or any of its Material Subsidiaries,or any such petition shall be filed against the Company or any of its Material Subsidiaries and suchpetition shall not be dismissed within sixty (60) days; or

(i) one or more final judgments or orders for the payment of money aggregating in excess of$10,000,000, including, without limitation, any such final order enforcing a binding arbitration decision,are rendered against one or more of the Company and its Restricted Subsidiaries and which judgments arenot, within sixty (60) days after entry thereof, bonded, discharged or stayed pending appeal, or are notdischarged within sixty (60) days after the expiration of such stay;

(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code forany plan year or part thereof or a waiver of such standards or extension of any amortization period issought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall havebeen or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedingsunder ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall havenotified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings,(iii) the aggregate "amount of unfunded benefit liabilities" (within the meaning of section 4001(a)(18) ofERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $10,000,000, (iv)the aggregate present value of accrued benefit liabilities under all funded Non-U.S. Plans exceeds theaggregate current value of the assets of such Non-U.S. Plans allocable to such liabilities, (v) the Companyor any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to TitleI or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,(vi) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vii) the Companyor any Restricted Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any

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Restricted Subsidiary thereunder, (viii) the Company or any Subsidiary fails to administer or maintain aNon-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules,regulations or court orders or any Non-U.S. Plan is involuntarily terminated or wound up, or (ix) theCompany or any Subsidiary becomes subject to the imposition of a financial penalty (which for thispurpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) withrespect to one or more Non-U.S. Plans; and any such event or events described in clauses (i) through (ix)above, either individually or together with any other such event or events, could reasonably be expected tohave a Material Adverse Effect. As used in this Section 11(j), the terms "employee benefit plan" and"employee welfare benefit plan" shall have the respective meanings assigned to such terms in section 3 ofERISA; or

(k) any Subsidiary Guaranty shall cease to be in full force and effect, any Subsidiary Guarantoror any Person acting on behalf of any Subsidiary Guarantor shall contest in any manner the validity,binding nature or enforceability of any Subsidiary Guaranty, or the obligations of any SubsidiaryGuarantor under any Subsidiary Guaranty are not or cease to be legal, valid, binding and enforceable inaccordance with the terms of such Subsidiary Guaranty.

(l) any Collateral Document, at any time after its execution and delivery and for any reasonother than as expressly permitted hereunder or thereunder or the satisfaction in full of all the Obligations,shall cease to be in full force and effect; or any Note Party(or any Person by, through or on behalf of anyNote Party), shall contest in any manner the validity or enforceability of any provision of any CollateralDocument; or any Note Party shall deny that it has any or further liability or obligation under anyprovision of any Note Document, or purport to revoke, terminate or rescind any provision of any NoteDocument;

(m) prior to the Collateral Release Date, except as permitted by the terms of any CollateralDocument or the Intercreditor Agreement and except as provided in Section _[____],1 (i) any CollateralDocument shall for any reason fail to create a valid security interest in any Collateral purported to becovered thereby, or (ii) any Lien securing any Obligation shall cease to be a perfected, first priority Lien.

SECTION 12. REMEDIES ON DEFAULT, ETC.

Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described in Section11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) ofSection 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all theNotes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders

1 NTD: Please complete this blank.

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of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at its ortheir option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately dueand payable.

(c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, anyholder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at itsor their option, by notice or notices to the Company, declare all the Notes held by it or them to beimmediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or bydeclaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) allaccrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and(y) the Make-Whole Amount, if any, and any other premium, if any, determined in respect of such principalamount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each andevery case without presentment, demand, protest or further notice, all of which are hereby waived. The Companyacknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment inthe Notes free from repayment by the Company (except as herein specifically provided for) and that the provisionfor payment of a Make-Whole Amount or other premium by the Company in the event that the Notes are prepaidor are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation ofsuch right under such circumstances.

Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, andirrespective of whether any Notes have become or have been declared immediately due and payable under Section12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holderby an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of anyagreement contained herein or in any Note or Subsidiary Guaranty, or for an injunction against a violation of anyof the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law orotherwise.

Section 12.3. Rescission. At any time after any Notes have been declared due and payable pursuant toSection 12.1(b) or (c), the holders of not less than 51% in aggregate principal amount of the Notes thenoutstanding, by written notice to the Company, may rescind and annul any such declaration and its consequencesif (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, onany Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest onsuch overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) anyoverdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shallhave paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default andDefaults, other than non-payment of amounts that have become due solely by reason of such declaration, havebeen cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for thepayment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

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Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay onthe part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof orotherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by thisAgreement, any Subsidiary Guaranty or any Note upon any holder thereof shall be exclusive of any other right,power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute orotherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holderof each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holderincurred in any enforcement or collection under this Section 12, including, without limitation, reasonableattorneys' fees, expenses and disbursements.

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 13.1. Registration of Notes. The Company shall keep at its principal executive office a registerfor the registration and registration of transfers of Notes. The name and address of each holder of one or moreNotes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registeredin such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficialowner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at anysuch beneficial owner's option, either such beneficial owner or its nominee may execute any amendment, waiveror consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person(s) inwhose name any Note(s) shall be registered shall be deemed and treated as the owner and holder thereof for allpurposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. TheCompany shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, acomplete and correct copy of the names and addresses of all registered holders of Notes.

Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at theaddress and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transferor exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a writteninstrument of transfer duly executed by the registered holder of such Note or such holder's attorney dulyauthorized in writing and accompanied by the relevant name, address and other information for notices of eachtransferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute anddeliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holderthereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of thesurrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall besubstantially in the form of Schedule 1. Each such new Note shall be dated and bear interest from the date towhich interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interestshall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax orgovernmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred indenominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder ofits entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by itsacceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made therepresentation set

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forth in Section 6.3, provided that such holder may (in reliance upon information provided by the Company, whichshall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of anyNote will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA.

The Notes have not been registered under the Securities Act or under the securities laws of any state andmay not be transferred or resold unless registered under the Securities Act and all applicable state securities lawsor unless an exemption from the requirement for such registration is available.

Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the attention ofthe designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownershipof and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an InstitutionalInvestor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation),and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (providedthat if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Notewith a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person's ownunsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver not more than five (5) Business Days followingsatisfaction of such conditions, in lieu thereof, a new Note, dated and bearing interest from the date to whichinterest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen,destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION 14. PAYMENTS ON NOTES.

Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount,if any, other premium, if any, and interest becoming due and payable on the Notes shall be made in New York,New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company may at any time,by notice to each holder of a Note, change the place of payment of the Notes so long as such place of paymentshall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trustcompany in such jurisdiction.

Section 14.2. Home Office Payment. So long as any Purchaser or its nominee shall be the holder of anyNote, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company willpay all sums becoming due on such Note for principal, Make-Whole Amount, if any, interest and all otheramounts becoming due hereunder by the method and at the address specified for such purpose below suchPurchaser's name in Schedule A, or by such other method or at such other address as such Purchaser shall havefrom time to

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time specified to the Company in writing for such purpose, without the presentation or surrender of such Note orthe making of any notation thereon, except that upon written request of the Company made concurrently with orreasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Notefor cancellation, reasonably promptly after any such request, to the Company at its principal executive office or atthe place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale orother disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, eitherendorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon orsurrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. TheCompany will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirecttransferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreementrelating to such Note as the Purchasers have made in this Section 14.2.

Section 14.3. FATCA Information. By acceptance of any Note, the holder of such Note agrees that suchholder will with reasonable promptness duly complete and deliver to the Company, or to such other Person as maybe reasonably requested by the Company, from time to time (a) in the case of any such holder that is a UnitedStates Person, such holder's United States tax identification number or other Forms reasonably requested by theCompany necessary to establish such holder's status as a United States Person under FATCA and as mayotherwise be necessary for the Company to comply with its obligations under FATCA and (b) in the case of anysuch holder that is not a United States Person, such documentation prescribed by applicable law (including asprescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary forthe Company to comply with its obligations under FATCA and to determine that such holder has complied withsuch holder's obligations under FATCA or to determine the amount (if any) to deduct and withhold from any suchpayment made to such holder. Nothing in this Section 14.3 shall require any holder to provide information that isconfidential or proprietary to such holder unless the Company is required to obtain such information underFATCA and, in such event, the Company shall treat any such information it receives as confidential.

SECTION 15. EXPENSES, ETC.

Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby areconsummated, the Company will pay all costs and expenses (including reasonable attorneys' fees of a specialcounsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasersand each other holder of a Note in connection with such transactions and in connection with any amendments,waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty, any Collateral Document orthe Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the costs andexpenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rightsunder this Agreement, any Subsidiary Guaranty, any Collateral Document or the Notes or in responding to anysubpoena or other legal process or informal investigative demand issued in connection with this Agreement, anySubsidiary Guaranty, any Collateral Document or the Notes, or by reason of being a holder of any Note, (b) thecosts and expenses, including financial advisors' fees, incurred in connection with the insolvency or bankruptcy of

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the Company or any Subsidiary or in connection with any work-out or restructuring of the transactionscontemplated hereby and by the Notes, any Collateral Document and any Subsidiary Guaranty and (c) the costsand expenses incurred in connection with the initial filing of this Agreement and all related documents andfinancial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed$4,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a LegalEntity Identifier (LEI).

The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) allclaims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained bya Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees thatany bank or other financial institution deducts from any payment under such Note to such holder or otherwisecharges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim,order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys' fees and expenses) or obligationresulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of theNotes by the Company.

Section 15.2. Certain Taxes. The Company agrees to pay all stamp, documentary or similar taxes or feeswhich may be payable in respect of the execution and delivery or the enforcement of this Agreement or anySubsidiary Guaranty or the execution and delivery (but not the transfer) or the enforcement of any of the Notes inthe United States or any other jurisdiction where the Company or any Subsidiary Guarantor has assets or of anyamendment of, or waiver or consent under or with respect to, this Agreement or any Subsidiary Guaranty or ofany of the Notes, and to pay any value added tax due and payable in respect of reimbursement of costs andexpenses by the Company pursuant to this Section 15, and will save each holder of a Note to the extent permittedby applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of anysuch tax or fee required to be paid by the Company hereunder.

Section 15.3. Survival. The obligations of the Company under this Section 15 will survive the paymentor transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, anySubsidiary Guaranty or the Notes, and the termination of this Agreement.

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of thisAgreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interesttherein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless ofany investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. Allstatements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant tothis Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject tothe preceding sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreementand understanding between each Purchaser and the Company and supersede all prior agreements andunderstandings relating to the subject matter

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hereof.

SECTION 17. AMENDMENT AND WAIVER.

Section 17.1. Requirements. (a) This Agreement and the Notes may be amended, and the observance ofany term hereof or of the Notes may be waived (either retroactively or prospectively), only with the writtenconsent of the Company and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term(as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser inwriting; and

(b) no amendment or waiver may, without the written consent of each Purchaser and the holderof each Note at the time outstanding, (i) change the percentage of the principal amount of the Notes theholders of which are required to consent to any amendment or waiver or the principal amount of the Notesthat the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closingthat appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence ofSection 8.2 and Section 11(a), 11(b), 12, 17 or 20.

(b) Change to Interest Rates, Payments or Make-Whole. Notwithstanding anything to thecontrary contained in Section 17.1(a), with the prior written consent of (i) the Company and all of theholders of the Notes (A) the interest rate on the Notes may be reduced, (B) the time of payment of intereston the Notes which results in an effective reduction in the interest rate may be changed, (C) the Make-Whole Amount (or other prepayment premium, if applicable) (or method of computation thereof)associated with the Notes may be changed, and (D) subject to the provisions of Section 12 relating toacceleration or rescission, the time of or amount of any prepayment or payment of principal may bechanged, and (ii) the Company and the holders of more than 50% in aggregate principal amount of theNotes, the interest rate on the Notes may be increased, including any increase in the frequency of paymentof such interest which results in an effective increase in the interest rate, in each case, without anyrequirements to obtain the prior written consent of any other holders of the Notes.

Section 17.2. Solicitation of Holders of Notes.

(a) Solicitation. The Company will provide each Purchaser and each holder of a Note withsufficient information, sufficiently far in advance of the date a decision is required, to enable suchPurchaser and such holder to make an informed and considered decision with respect to any proposedamendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any SubsidiaryGuaranty. The Company will deliver executed or true and correct copies of each amendment, waiver orconsent effected pursuant to this Section 17 or any Subsidiary Guaranty to each Purchaser and each holderof a Note promptly following the date on which it is executed and delivered by, or receives the consent orapproval of, the requisite Purchasers or holders of Notes.

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(b) Payment. The Company will not directly or indirectly pay or cause to be paid anyremuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant anysecurity or provide other credit support, to any Purchaser or holder of a Note as consideration for or as aninducement to the entering into by such Purchaser or holder of any waiver or amendment of any of theterms and provisions hereof or of any Subsidiary Guaranty or any Note unless such remuneration isconcurrently paid, or security is concurrently granted or other credit support concurrently provided, on thesame terms, ratably to each Purchaser and holder of a Note even if such Purchaser or holder did notconsent to such waiver or amendment.

(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 17 or anySubsidiary Guaranty by a holder of a Note that has transferred or has agreed to transfer its Note to, oraccepted an offer to prepay its Note from, the Company, any Subsidiary or any Affiliate of the Companyshall be void and of no force or effect except solely as to such holder, and any amendments effected orwaivers granted or to be effected or granted that would not have been or would not be so effected orgranted but for such consent (and the consents of all other holders of Notes that were acquired or prepaidunder the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 17.3. Binding Effect, etc. Any amendment or waiver consented to as provided in this Section 17or any Subsidiary Guaranty applies equally to all Purchasers and holders of Notes and is binding upon them andupon each future holder of any Note and upon the Company without regard to whether such Note has beenmarked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect anyobligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any rightconsequent thereon. No course of dealing between the Company and any Purchaser or holder of a Note and nodelay in exercising any rights hereunder or under any Note or Subsidiary Guaranty shall operate as a waiver ofany rights of any Purchaser or holder of such Note.

Section 17.4. Notes Held by Company, etc. Solely for the purpose of determining whether the holders ofthe requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to anyamendment, waiver or consent to be given under this Agreement, any Subsidiary Guaranty or the Notes, or havedirected the taking of any action provided herein or in any Subsidiary Guaranty or the Notes to be taken upon thedirection of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding,Notes directly or indirectly owned by the Company, any Restricted Subsidiary or any of their respective Affiliatesshall be deemed not to be outstanding.

SECTION 18. NOTICES.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided forhereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy ofsuch notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered orcertified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnightdelivery service (with charges prepaid). Any such notice must be sent:

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(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specifiedfor such communications in Schedule A, or at such other address as such Purchaser or nominee shallhave specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holdershall have specified to the Company in writing, or

(iii) if to the Company, to the Company at its address set forth at the beginning hereof to theattention of Chief Financial Officer, with a copy to the General Counsel, or at such other address as theCompany shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

SECTION 19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waiversand modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (exceptthe Notes themselves), and (c) financial statements, certificates and other information previously or hereafterfurnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic,digital, or other similar process and such Purchaser may destroy any original document so reproduced. TheCompany agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall beadmissible in evidence as the original itself in any judicial or administrative proceeding (whether or not theoriginal is in existence and whether or not such reproduction was made by such Purchaser in the regular course ofbusiness) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissiblein evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting anysuch reproduction to the same extent that it could contest the original, or from introducing evidence todemonstrate the inaccuracy of any such reproduction.

SECTION 20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, "Confidential Information" means information delivered to anyPurchaser by or on behalf of the Company or any Restricted Subsidiary in connection with the transactionscontemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly markedor labeled or otherwise adequately identified when received by such Purchaser as being confidential informationof the Company or such Restricted Subsidiary, provided that such term does not include information that (a) waspublicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequentlybecomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser'sbehalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or anyRestricted Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that areotherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information inaccordance with procedures adopted by such Purchaser in good faith to protect confidential information of

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third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose ConfidentialInformation to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent suchdisclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors,financial advisors and other professional advisors who agree to hold confidential the Confidential Informationsubstantially in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investorto which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person hasagreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (v) anyPerson from which it offers to purchase any Security of the Company (if such Person has agreed in writing priorto its receipt of such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatoryauthority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similarorganization, or any nationally recognized rating agency that requires access to information about suchPurchaser's investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessaryor appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) inresponse to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is aparty or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonablydetermine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection ofthe rights and remedies under such Purchaser's Notes, this Agreement or any Subsidiary Guaranty. Each holder ofa Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to thebenefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company inconnection with the delivery to any holder of a Note of information required to be delivered to such holder underthis Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee),such holder will enter into an agreement with the Company embodying this Section 20.

In the event that as a condition to receiving access to information relating to the Company or itsSubsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, anyPurchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks,another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, thisSection 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, thisSection 20 shall supersede any such other confidentiality undertaking.

SECTION 21. SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any oneof such other Purchaser's Affiliates (a "Substitute Purchaser") as the purchaser of the Notes that it has agreed topurchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser andsuch Substitute Purchaser, shall contain such Substitute Purchaser's agreement to be bound by this Agreement andshall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representationsset forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other thanin this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In theevent that such Substitute

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Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to suchoriginal Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of noticeof such transfer, any reference to such Substitute Purchaser as a "Purchaser" in this Agreement (other than in thisSection 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such originalPurchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under thisAgreement.

SECTION 22. MISCELLANEOUS.

Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreementby or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns(including, without limitation, any subsequent holder of a Note) whether so expressed or not, except that, subjectto Section 10.7, the Company may not assign or otherwise transfer any of its rights or obligations hereunder orunder the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed orimplied, shall be construed to confer upon any Person (other than the parties hereto and their respective successorsand assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 22.2. Accounting Terms. (a) All accounting terms used herein which are not expressly definedin this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwisespecifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordancewith GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. For purposes ofdetermining compliance with this Agreement (including, without limitation, Section 9, Section 10 and thedefinition of "Debt"), any election by the Company to measure any financial liability using fair value (aspermitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 –Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurementor any similar accounting standard) shall be disregarded and such determination shall be made as if such electionhad not been made and only those leases that would constitute Capital Leases in conformity with GAAP prior tothe effectiveness of Financial Accounting Standards Board Accounting Standards Codification Topic No. 842 (orany other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect(and related interpretations)) shall be considered Capital Leases, and all calculations and deliverables under thisAgreement shall be made or delivered, as applicable, in accordance therewith. For the avoidance of doubt, andwithout limitation of the foregoing, Convertible Securities shall at all times be valued at the full stated principalamount thereof and shall not include any reduction or appreciation in value of the shares deliverable uponconversion thereof.

(b) If at any time any change in GAAP would affect the computation of any financial ratio orrequirement set forth in this Agreement, and either the Company or the Required Holders shall sorequest, the holders and the Company shall negotiate in good faith to amend such ratio or requirementto preserve the original intent thereof in light of such change in GAAP (subject to

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the approval of the Required Holders); provided that, until so amended, (i) such ratio or requirement shallcontinue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shallprovide to the holders financial statements and other documents required under this Agreement or as reasonablyrequested hereunder setting forth a reconciliation between calculations of such ratio or requirement made beforeand after giving effect to such change in GAAP on the first reporting date after the change is adopted. Withoutlimiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with thatreflected in the audited financial statements dated as of March 15, 2016 for all purposes of this Agreement,notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutuallyacceptable amendment addressing such changes, as provided for above.

Section 22.3. Severability. Any provision of this Agreement that is prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceabilitywithout invalidating the remaining provisions hereof, and any such prohibition or unenforceability in anyjurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in anyother jurisdiction.

Section 22.4. Construction, etc. Each covenant contained herein shall be construed (absent expressprovision to the contrary) as being independent of each other covenant contained herein, so that compliance withany one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with anyother covenant. Where any provision herein refers to action to be taken by any Person, or which such Person isprohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly bysuch Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Wheneverthe context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Thewords "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the contextrequires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shallbe construed as referring to such agreement, instrument or other document as from time to time amended,supplemented or otherwise modified (subject to any restrictions on such amendments, supplements ormodifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued insubstitution therefor pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shallbe construed to include such Person's successors and assigns, (c) the words "herein," "hereof" and "hereunder,"and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particularprovision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, andSchedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwisespecified, refer to such law or regulation as amended, modified or supplemented from time to time.

Section 22.5. Counterparts. This Agreement may be executed in any number of counterparts, each ofwhich shall be an original but all of which together shall constitute one

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instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but togethersigned by all, of the parties hereto.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be apart hereof.

Section 22.6. Governing Law. This Agreement shall be construed and enforced in accordance with, andthe rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principlesof the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 22.7. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits tothe non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, TheCity of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. Tothe fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way ofmotion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, anyobjection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedingbrought in any such court and any claim that any such suit, action or proceeding brought in any such court hasbeen brought in an inconvenient forum.

(b) The Company agrees, to the fullest extent permitted by applicable law, that a final judgmentin any suit, action or proceeding of the nature referred to in Section 22.7(a) brought in any such court shallbe conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced inthe courts of the United States of America or the State of New York (or any other courts to the jurisdictionof which it or any of its assets is or may be subject) by a suit upon such judgment.

(c) The Company consents to process being served by or on behalf of any holder of Notes in anysuit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof byregistered or certified mail (or any substantially similar form of mail), postage prepaid, return receiptrequested, to it at its address specified in Section 18 or at such other address of which such holder shallthen have been notified pursuant to said Section. The Company agrees that such service upon receipt (i)shall be deemed in every respect effective service of process upon it in any such suit, action or proceedingand (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personalservice upon and personal delivery to it. Notices hereunder shall be conclusively presumed received asevidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercialdelivery service.

(d) Nothing in this Section 22.7 shall affect the right of any holder of a Note to serve process inany manner permitted by law, or limit any right that the holders of any of the Notes may have to bringproceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawfulmanner a judgment obtained in one jurisdiction in any other jurisdiction.

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(e) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTIONBROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHERDOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

* * * * *

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of thisAgreement and return it to the Company, whereupon this Agreement shall become a binding agreement betweenyou and the Company.

Very truly yours,

THE MARCUS CORPORATION

ByIts President

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This Agreement is hereby accepted and agreed to as ofthe date hereof. [PURCHASER]

ByName:Title:

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DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in theSection hereof following such term:

"Administrative Agent" means the Administrative Agent under the Bank Credit Agreement.

"Affiliate" means, at any time, and with respect to any Person, any other Person that at such time directlyor indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with,such first Person, and, with respect to the Company, shall include any Person beneficially owning or holding,directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary orany Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly orindirectly, 10% or more of any class of voting or equity interests. As used in this definition, "Control" means thepossession, directly or indirectly, of the power to direct or cause the direction of the management and policies of aPerson, whether through the ownership of voting securities, by contract or otherwise. Unless the contextotherwise clearly requires, any reference to an "Affiliate" is a reference to an Affiliate of the Company. For allpurposes of this Agreement, Restricted Subsidiaries shall not be deemed to be Affiliates of the Company or anyother Restricted Subsidiary.

"Agreement" means this Agreement, including all Schedules attached to this Agreement, as it may beamended, restated, supplemented or otherwise modified from time to time.

"Anti-Corruption Laws" is defined in Section 5.16(d)(1).

"Anti-Money Laundering Laws" is defined in Section 5.16(c).

"Bank Credit Agreement" means the Credit Agreement dated as of January 9, 2020 by and among theCompany, JPMorgan Chase Bank, N.A., as Administrative Agent, U.S. Bank National Association, as SyndicationAgent, Wells Fargo Bank, National Association and Bank of America, N.A., as Co-Documentation Agents and theother financial institutions party thereto, including any renewals, extensions, amendments, supplements,restatements, replacements or refinancing thereof.

"Blocked Person" is defined in Section 5.16(a).

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks inNew York, New York are required or authorized to be closed.

"Capital Expenditures" means, without duplication, any cash expenditure for any purchase or otheracquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of theCompany and its Restricted Subsidiaries prepared in accordance with GAAP.

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"Capital Lease" means, at any time, a lease with respect to which the lessee is required concurrently torecognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

"Capital Lease Obligation" means, with respect to any Person and a Capital Lease, the amount of theobligation of such Person, as the lessee under the Capital Lease, which would appear as a liability on a balancesheet of such Person in accordance with GAAP.

"CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act, and applicable rules andregulations.

"CARES Allowable Uses" means "allowable uses" of proceeds of an SBA PPP Loan as described inSection 1102 of the CARES Act.

"CARES Payroll Costs" means "payroll costs" as defined in 15 U.S.C. 636(a)(36)(A)(viii) (as added to theSmall Business Act by Section 1102 of the CARES Act).

"Change in Control" is defined in Section 8.8(i).

"CISADA" means the Comprehensive Iran Sanctions, Accountability and Divestment Act.

"Closing" is defined in Section 3.

"Code" means the Internal Revenue Code of 1986, as amended from time to time, and the rules andregulations promulgated thereunder from time to time.

"Collateral" means any and all property owned, leased or operated by a Person covered by the CollateralDocuments and any and all other property of the Loan Parties, now existing or hereafter acquired, that may at anytime be, become or be intended to be, subject to a security interest or Lien in favor of the Collateral Agent, onbehalf of itself and the other Bank Lenderslenders and the other Secured Creditors, to secure the Obligations.

"Collateral Agent" has the meaning set forth in the Intercreditor Agreement. As of the First AmendmentEffective Date, the Collateral Agent is JPMorgan Chase Bank, N.A..

"Collateral Documents" means, collectively, the Security Agreement, the Mortgages and any otheragreements, instruments and documents executed in connection with this Agreement that are intended to create,perfect or evidence Liens to secure the Obligations, including, without limitation, all other security agreements,pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements,pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements andall other written matter whether theretofore, now or hereafter executed by any Note Party and delivered to the theCollateral Agent.

"Collateral Release Date" means the first date on which each of the following events has

occurred for such date: (a) such date is at least three full Fiscal Quarters after the date on which the Term A Loanshave been paid in full and the Company is in compliance with the financial covenants in this Agreement as ineffect prior to the First Amendment Effective Date (and the Company has irrevocably elected to have the financialcovenants in this Agreement as in effect prior to the First Amendment Effective Date, effective on the FixedCharge Coverage Reinstatement Date (b) the Consolidated Leverage Ratio is less than 3.5:1.0, as calculated forthe most recently ended Fiscal Quarter prior to such date; (c) all Lenders under the Bank Credit Agreement shallsimultaneously release the Collateral and all Subsidiary Guaranties; and (d) no Default or Event of Default shallexist on such date.

"Company" means The Marcus Corporation, a Wisconsin corporation or any successor that becomes suchin the manner prescribed in Section 10.2.

"Confidential Information" is defined in Section 20.

"Consolidated Adjusted Cash Flow" means, for any period, the Consolidated Net Income for such periodplus, to the extent deducted in determining such Consolidated Net Income, (a) depreciation and amortization forsuch period, (b) all current and deferred taxes on income, provision for taxes on income, provision for taxes onunremitted foreign earnings which are included in consolidated gross revenues and current additions to reservesfor taxes, and (c) Consolidated Interest and Rental Expense, together with those items excluded from thedefinition of Consolidated Interest and Rental Expense pursuant to the proviso in such definition.

""Consolidated Adjusted Net Worth"" means, as of any date of determination thereof, the Consolidated NetWorth less the total amount of all Restricted Investments in excess of 20% of Consolidated Net Worth, each as ofsuch date of determination.

"Consolidated Debt" means, as of the date of any determination thereof, all Debt of the Company and itsRestricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date ofdetermination; provided that the amount included in Consolidated Debt that pertains to all obligations under theMaster Licensing Agreement, to the extent considered a Capital Lease under GAAP, shall be equal to (a) onetwelfth of any shortfall amount required to be paid under the Master Licensing Agreement for the most recentlyended four consecutive Fiscal Quarters, times (b) the number of months remaining in the term of the MasterLicensing Agreement as of the most recently ended Fiscal Quarter.

"Consolidated EBITDA" means, for any period, consolidated operating income for the Company and itsRestricted Subsidiaries for such period plus (a) without duplication and to the extent deducted in determining suchconsolidated operating income for such period, the sum of (i) all amounts attributable to depreciation andamortization expense for such period, (ii) any non-cash share based compensation for such period, (iii) anyextraordinary unusual and/or infrequently occurring non-cash fees, costs, expenses, charges, losses or similaritems for such period, (iv) any other non-cash fees, costs, expenses, charges, losses or similar items for suchperiod (but excluding any non-cash charge in respect of an item that was included in consolidated operatingincome for the Company and its Restricted Subsidiaries in a prior period and any non-cash charge that relates tothe write-down or write-off of inventory, and any charge

that is an amortization of a cash item that was paid in a prior period shall not be considered a non-cash charge),and (v) anyfees, costs, expenses, charges and losses incurred during such period in connection with any issuance,incurrence, conversion, exchange, redemption, repurchase, repayment, refinancing, settlement or satisfaction ofany Debt, equity or Permitted Convertible Indebtedness Call Transaction (whether or not successful), (vi) anyproceeds from business interruption insurance received during such period, to the extent the associated lossesarising out of the event that resulted in the payment of such business interruption insurance proceeds were takeninto account in computing consolidated operating income for the Company and its Restricted Subsidiaries, and(vii) any other unusual and non-recurring/or infrequently occurring fees, cash charges and other cash expenses forsuch period in an amount not to exceed $10,000,000 during any four consecutive Fiscal Quarter period, minus (b)without duplication and to the extent included in consolidated operating income for the Company and itsRestricted Subsidiaries, (i) any cash payments made during such period in respect of non-cash charges describedin clauses (a)(ii)-(iv) above and taken in a prior period and (ii) any extraordinary gains and any non-cash items ofincome for such period (provided that any income recognized in any period for cash received in a prior period(and not recognized in such prior period) shall not be considered non-cash under this clause (ii)), all calculated forthe Company and its Restricted Subsidiaries in accordance with GAAP on a consolidated basis consistentlyapplied and determined in a manner consistent with the Company's most recently publicly filed financialstatements.

"Consolidated Fixed Charge Coverage Ratio" means, as of the date of any determination thereof, the ratioof (a) Consolidated Adjusted Cash Flow to (b) Consolidated Interest and Rental Expense to the extent paid orpayable in cash.

"Consolidated Interest and Rental Expense" means, for any period, all amounts recorded and deducted incomputing Consolidated Net Income for such period in respect of interest charges and expense and rental chargesfor such period (whether paid or accrued, or a cash or non-cash expense, and in the case of rental payments,including the full amount of those payments made under operating leases or synthetic leases, but only the imputedinterest under Finance Leases) in accordance with GAAP; provided, Consolidated Interest and Rental Expenseshall exclude all imputed interest discounts, yield, fees, charges and expense related to any Convertible Securitiesand/or any Permitted Convertible Indebtedness Call Transaction.

"Consolidated Leverage Ratio" or "CLR" means, as of the date of any determination thereof, the ratio of(a) Consolidated Debt on such date to (b) Consolidated EBITDA for the period of four consecutive FiscalQuarters ending on or most recently prior to such date.

"Consolidated Liquidity" means, as of the end of any Fiscal Quarter, the sum of (x) Unrestricted Cash OnHand as of the last day of such Fiscal Quarter plus (y) the difference between the Revolving Commitment (asdefined in the Bank Credit Agreement) and the average daily Revolving Credit Exposure (as defined in the BankCredit Agreement) for such Fiscal Quarter, provided that the amount calculated under this clause (y) for thesecond Fiscal Quarter of 2020 shall be determined on a pro forma basis assuming the Term A Loans funded on theFirst Amendment Effective Date were funded on the first day of such Fiscal Quarter.

"Consolidated Net Income" means, for any period, the consolidated gross revenues of the Company and itsRestricted Subsidiaries, less all operating and non-operating expenses of the Company and its RestrictedSubsidiaries, including all charges of a proper character (including current and deferred taxes on income,provision for taxes on income, provisions for taxes on unremitted foreign earnings which are included inconsolidated gross revenues, and current additions to reserves), all determined in accordance with GAAPconsistently applied, but not including in the computation thereof the amounts (including related expenses and anytax effect related thereto) resulting from (i) any gains or losses resulting from the sale, conversion or otherdisposition of capital assets (i.e., assets other than current assets), (ii) any gains or losses resulting from thereevaluation of assets, (iii) any gains or losses resulting from an acquisition by the Company or any of itsRestricted Subsidiaries at a discount of any debt of the Company or any of its Restricted Subsidiaries, (iv) anyequity of the Company or any of its Restricted Subsidiaries in the unremitted earnings of any Person which is nota Restricted Subsidiary, (v) any earnings of any Person acquired by the Company or any of its RestrictedSubsidiaries through purchase, merger or consolidation or otherwise for any time prior to the date of acquisition,(vi) any deferred credit representing the excess of equity in any Restricted Subsidiary of the Company at the dateof acquisition over the cost of the investment in such Restricted Subsidiary, (vii) any restoration to income of anyreserve, except to the extent that provision for such reserve was made out of income accrued during such period,(viii) any net gain from the collection of life insurance policies, or (ix) any gain resulting from investments or anyother nonrecurring item.

""Consolidated Net Worth"" means, as of any date of determination thereof, the shareholders' equity of theCompany and its Restricted Subsidiaries, calculated in accordance with GAAP on a consolidated basisconsistently applied.

"Consolidated Total Assets" means, as of the date of any determination thereof, the total amount of allassets of the Company and its Restricted Subsidiaries, determined on a consolidated basis in accordance withGAAP.

"Consolidated Total Capitalization" means, as of the date of any determination thereof, the sum of (i)Consolidated Debt, plus (ii) Consolidated Adjusted Net Worth.

"Contingent Obligation" means any agreement, undertaking or arrangement by which any Personguarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement,contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in (including,without limitation, Deferred Equity Contribution Obligations), a debtor, or otherwise to assure a creditor againstloss) the indebtedness, obligation or any other liability of any other Person or guarantees the payment of dividendsor other distributions upon the shares of any other Person; excluding (i) endorsements of instruments in the courseof collection, (ii) so long as no claim or payment has been made thereon, guarantees that are effective solely uponthe occurrence of specified "bad boy" events that have not yet occurred in circumstances in which the occurrenceof such events is within the control of such Person or a Person controlled by such Person (e.g., provisionscommonly known as "bad boy" acts of such Person or a Person controlled by such Person, including fraud, grossnegligence, willful misconduct, and unlawful acts and such other customary "bad boy" acts as are reasonably

acceptable to the Administrative Agent), and (iii) so long as no claim or payment has been made thereon,guarantees by the Company of the payment of franchise fees (but not of any IndebtednessDebt) by its Subsidiariesconsistent with past practices and in the ordinary course of business. The amount of any Person's obligation underany Contingent Obligation shall (subject to any limitation set forth therein) be deemed to be the outstandingprincipal amount (or maximum principal amount, if larger) of the debt, obligation or other liability guaranteedthereby.

"Control Event" is defined in Section 8.8(j).

"Controlled Entity" means (i) any of the Subsidiaries of the Company and any of their or the Company'srespective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and itsControlled Affiliates. As used in this definition, "Control" means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of a Person, whether through the ownershipof voting securities, by contract or otherwise.

"Convertible Securities" means (a) the Specified Convertible Senior Notes and (b) any other unsecuredDebt of the Company that is or will become, upon the occurrence of certain specified events or after the passageof a specified amount of time, (i) convertible into, or exchangeable for, Qualified Equity Interests of the Company(and cash in lieu of fractional shares), call options, warrants, rights or obligations to purchase (or substantiallyequivalent derivative transactions) that are exercisable for Qualified Equity Interests of the Company and/or cash(in an amount determined by reference to the price of such Equity Interests) and/or (ii) sold as units with calloptions, warrants, rights or obligations to purchase (or substantially equivalent derivative transactions) that areexercisable for Qualified Equity Interests of the Company and/or cash (in an amount determined by reference tothe price of such Equity Interests).

"Credit Facility" is defined in Material Credit Facility.

"Debt" means, with respect to any Person, without duplication,

(a) its liabilities for borrowed money;

(b) its liabilities for the deferred purchase price of property acquired by such Person (excludingaccounts payable arising in the ordinary course of business, accrued expenses in the ordinary course ofbusiness and employee compensation and benefit obligations incurred in the ordinary course of business,but including, without limitation, all liabilities created or arising under any conditional sale or other titleretention agreement with respect to any such property);

(c) its Capital Lease Obligations;

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned bysuch Person (whether or not it has assumed or otherwise become liable for such liabilities); and

(e) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a)through (d) hereof.

Debt of any Person shall include all obligations of such Person of the character described in clauses (a)through (e) to the extent such Person remains legally liable in respect thereof notwithstanding that any suchobligation is deemed to be extinguished under GAAP.

"Default" means an event or condition the occurrence or existence of which would, with the lapse of timeor the giving of notice or both, become an Event of Default.

"Default Rate" means, with respect to each Note, that rate of interest that is the greater of (i) 2% perannum above the rate of interest stated in clause (a) of the first paragraph of such Note or (ii) 2% over the rate ofinterest publicly announced by Bank of America, N.A. in New York, New York as its "base" or "prime" rate.

"Deferred Equity Contribution Obligations" means obligations of the Company or its RestrictedSubsidiaries to make equity contributions to Subsidiaries engaged in businesses of the type conducted by theCompany and its Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonablyrelated thereto, provided that no Default exists at the time such obligation is incurred and the incurrence of anysuch obligation does not cause a Default.

"Disclosure Documents" is defined in Section 5.3.

"Disposition" or "Dispose" means the sale, transfer, license, lease or other disposition (including any saleand leaseback transaction) of any property by any Person (or the granting of any option or other right to do any ofthe foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes oraccounts receivable or any rights and claims associated therewith, but excluding, for the avoidance of doubt, anyissuance or conversion of Convertible Securities and the consummation of any Permitted ConvertibleIndebtedness Call Transaction.

"Disqualified Equity Interests" means any Equity Interest that, by its terms (or by the terms of any securityinto which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or ismandatorily redeemable (other than solely for Qualified Equity Interests, cash in lieu of fractional shares of suchQualified Equity Interests, and call options, warrants, rights or obligations to purchase (or substantially equivalentderivative transactions) that are exercisable for Qualified Equity Interests and/or cash), pursuant to a sinking fundobligation or otherwise (except as a result of a change in control or asset sale so long as any rights of the holdersthereof upon the occurrence of a change in control or asset sale event shall be subject to the prior occurrence ofthe Revolving Credit Maturity Date (as defined in the Bank Credit Agreement) and the Term A Maturity Date (asdefined in the Bank Credit Agreement)), or redeemable at the option of the holder thereof (other than solely forQualified Equity Interests, cash in lieu of fractional shares of such Qualified Equity Interests, and call options,warrants, rights or obligations to purchase ((or substantially equivalent derivative transactions) that are exercisablefor Qualified Equity Interests and/or cash), in whole or in part. Notwithstanding the foregoing, (i) any EquityInterests issued to any employee or to any plan for

the benefit of employees of the Company and/or its Subsidiaries or by any such plan to such employees shall notconstitute Disqualified Equity Interests solely because they may be required to be repurchased by the Company inorder to satisfy applicable statutory or regulatory obligations or as a result of such employee's termination, deathor disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfyits obligations thereunder by delivery of Equity Interests that are not Disqualified Equity Interests shall not bedeemed to be Disqualified Equity Interests.

"Electronic Delivery" is defined in Section 7.1(a).

"Environmental Laws" means any and all Federal, state, local, and foreign statutes, laws, regulations,ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements orgovernmental restrictions relating to pollution and the protection of the environment or the release of anymaterials into the environment, including but not limited to those related to Hazardous Materials.

""Equity Interests"" means shares of capital stock, partnership interests, membership interests in a limitedliability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants,options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time,and the rules and regulations promulgated thereunder from time to time in effect.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is treated as a singleemployer together with the Company under section 414 of the Code.

"Event of Default" is defined in Section 11.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Excluded Real Property" means (a) the real property described on Schedule 10.2 and (b) any other ownedreal property of the Company and its Restricted Subsidiaries that is not a hotel or theater and if the fair marketvalue thereof (as reasonably determined by the Company and approved by the Administrative Agent) does notexceed $5,000,000 or as otherwise agreed to by the Required Holders.

"Excluded Sale and Leaseback Transaction" shall mean any sale or transfer of property owned by theCompany or any Restricted Subsidiary to any Person within one hundred eighty (180) days following theacquisition or construction of such property by the Company or any Restricted Subsidiary if the Company or aRestricted Subsidiary shall concurrently with such sale or transfer lease such property, as lessee.

"Excluded Subsidiaries" means (a) Pfister LLC and (b) with the consent of the Required Holders,Subsidiaries that are not Wholly Owned Subsidiaries of the Company.

"First Amendment" means the First Amendment to Note Purchase Agreement dated as of April 29, 2020by and among the Company and the holders of Notes.

"First Amendment Effective Date" has the meaning given to that term in the First Amendment.

"Fiscal Quarter" means each fiscal quarter of the Company based on three 13-week quarters and a finalquarter consisting of 13 or 14 weeks consistent with the Company's current practice.

"Fixed Charge Coverage Reinstatement Date" means the earlier of (x) September 2429, 20212022 and (y)the date on which the Company sends either the Administrative Agent orand the holders of Notes an irrevocablewritten notice that it is reinstating the testing of the Consolidated Fixed Charge Coverage Ratio (Section 10.5)suspended on the First Amendment Effective Date. The Consolidated Fixed Charge Coverage Ratio will thenresume testing beginning on the last day of the Fiscal Quarter ending September 2429, 20212022 if such covenantis reinstated in accordance with clause (x) or on the last day of such Fiscal Quarter in which Company sends theAdministrative Agent and the holders of Notes an irrevocable written notice in accordance with clause (y).

"Fixed Charges" means, with respect to any period, the sum of (i) all Operating Lease Rentals payableduring such period by the Company and its Restricted Subsidiaries, plus (ii) Net Interest Charges during suchperiod of the Company and its Restricted Subsidiaries.

"Fiscal Quarter" means each fiscal quarter of the Company based on three 13-week quarters and a finalquarter consisting of 13 or 14 weeks consistent with the Company's current practice.

"Form 10-K" is defined in Section 7.1(b).

"Form 10-Q" is defined in Section 7.1(a).

"GAAP" means generally accepted accounting principles as in effect from time to time in the United Statesof America.

"Governmental Authority" means

(a) the government of

(i) the United States of America or any State or other political subdivision thereof, or

(ii) any jurisdiction in which the Company or any Restricted Subsidiary conducts all or any part of its business, orwhich asserts jurisdiction over any properties of the Company or any Restricted Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of,or pertaining to, any such government.

"Governmental Forgivable Debt" means SBA PPP Loans and Governmental Stimulus Debt satisfying thefollowing conditions: (i) such Debt is forgivable, (ii) the Company or its Restricted Subsidiary liable on such Debtqualifies for the forgiveness of such Debt, and (iii) the Company or its Restricted Subsidiary liable on such Debtcomplies with all terms for the forgiveness thereof.

"Governmental Official" means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for politicaloffice, official of any public international organization or anyone else acting in an official capacity.

"Governmental Stimulus Debt" means any unsecured Debt (other than SBA PPP Loans) incurred by theCompany or any of its Restricted Subsidiaries after the First Amendment Effective Date pursuant to anyGovernmental Authority economic stimulus program offering such Debt on favorable terms to the Company orany of its Restricted Subsidiaries.

"Guaranty" means, with respect to any Person, any obligation (except the endorsement in the ordinarycourse of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effectguaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directlyor indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise,by such Person:

(a) to purchase such indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation,or (ii) to maintain any working capital or other balance sheet condition or any income statement conditionof any other Person or otherwise to advance or make available funds for the purchase or payment of suchindebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring theowner of such indebtedness or obligation of the ability of any other Person to make payment of theindebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, theindebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations ofsuch obligor.

"Hazardous Material" means any and all pollutants, toxic or hazardous wastes or other substances thatmight pose a hazard to health or safety, the removal of which may be required or the generation, manufacture,refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release,discharge, spillage, seepage or filtration of which

is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, ureaformaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radongas or similar restricted, prohibited or penalized substances.

"holder" means, with respect to any Note, the Person in whose name such Note is registered in the registermaintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, thenfor the purposes of Sections 7, 12, 17.2 and 18 and any related definitions in this Schedule B, "holder" shall meanthe beneficial owner of such Note whose name and address appears in such register.

"Incorporated Covenant" is defined in Section 9.11(b).

"INHAM Exemption" is defined in Section 6.3(e).

"Institutional Investor" means (a) any Purchaser of a Note, (b) any holder of a Note holding (together withone or more of its affiliates) more than $2,000,000 of the aggregate principal amount of the Notes thenoutstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pensionplan, any investment company, any insurance company, any broker or dealer, or any other similar financialinstitution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

"Intercreditor Agreement" means the Intercreditor and Collateral Agency Agreement dated on or about theFirst Amendment Effective Date by and among the Administrative Agent, the Collateral Agent, the holders ofNotes and the other parties thereto, as amended, restated or otherwise modified from time to time.

"Interest Charges" means, with respect to any period, the sum (without duplication) of (a) all interest inrespect of all Debt of the Company and its Restricted Subsidiaries (including the interest component of rentals onCapital Leases) deducted in determining Consolidated Net Income for such period, together with all interestcapitalized or deferred during such period and not deducted in determining Consolidated Net Income for suchperiod, plus (b) all debt discount and expense amortized or required to be amortized in the determination ofConsolidated Net Income for such period.

"Investments" shall mean all investments, in cash or by delivery of property made, directly or indirectly inany Person, whether by acquisition of shares of capital stock, indebtedness or other obligations or securities or byloan, advance, capital contribution or otherwise; provided, however, that "Investments" shall not mean or includeroutine investments in property or assets to be used or consumed in the ordinary course of business.

"Lien" means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or otherencumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person underany conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property orasset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and allsimilar arrangements).

"Make-Whole Amount" is defined in Section 8.6.

"Master Licensing Agreement" means the master licensing agreement entered into during the second FiscalQuarter of the 2012 Fiscal Year by the Company and/or its Restricted Subsidiaries with CDF2 Holdings, LLC, asubsidiary of Cinedigm Digital Cinema Corp. (CDF2), with respect to their digital cinema projection systems, andany amendments or modifications thereof and similar agreements (i.e. agreements under which all payments areexpected to be covered through the payment of virtual print fees from film distributors to CDF2 or otherindependent third parties that are not affiliated with the Company or any of its Subsidiaries) with respect to theirdigital cinema projection systems.

"Material" means material in relation to the business, operations, affairs, financial condition, assets,properties, or prospects of the Company and its Restricted Subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on (a) the business, operations, affairs, financialcondition, assets or properties of the Company and its Restricted Subsidiaries taken as a whole, (b) the ability ofthe Company to perform its obligations under this Agreement and the Notes, (c) the ability of any SubsidiaryGuarantor to perform its obligations under its Subsidiary Guaranty, (d) the validity or enforceability of thisAgreement, the Notes or any Subsidiary Guaranty or (e) prior to the Collateral Release Date, the Collateral, or theAdministrative Agent's or Collateral Agent's Liens (on behalf of itself and the other Secured Creditors) on theCollateral or the priority of such Liens.

"Material Credit Facility" means, as to the Company and its Subsidiaries,

(a) the Bank Credit Agreement, including any renewals, extensions, amendments, supplements,restatements, replacements or refinancing thereof;

(b) the 2013 NPA; and

(c) any other agreement(s) creating or evidencing indebtedness for borrowed money enteredinto by the Company or any Restricted Subsidiary, or in respect of which the Company or any Subsidiaryis an obligor or otherwise provides a guarantee or other credit support ("Credit Facility"), in a principalamount outstanding or available for borrowing equal to or greater than $20,000,000 (or the equivalent ofsuch amount in the relevant currency of payment, determined as of the date of the closing of such facilitybased on the exchange rate of such other currency); and if no Credit Facility or Credit Facilities equal orexceed such amounts, then the largest Credit Facility shall be deemed to be a Material Credit Facility.

"Material Subsidiary" means any Restricted Subsidiary which, either individually or together with one ormore Restricted Subsidiaries, (i) accounts for more than 5% of Consolidated Total Assets, or (ii) accounts formore than 5% of Consolidated gross revenues of the Company and its Restricted Subsidiaries.

"Maturity Date" is defined in the first paragraph of each Note.

"More Favorable Covenant" is defined in Section 9.11(a).

"Most Favored Lender Notice" is defined in Section 9.11(c).

"Mortgage" means the Specified Mortgages and any other mortgage, deed of trust or other agreementwhich conveys or evidences a Lien in favor of the Collateral Agent, for the benefit of the Collateral Agent and theSecured Creditors. including any amendment, restatement, modification or supplement thereto.

"Multiemployer Plan" means any Plan that is a "multiemployer plan" (as such term is defined in section4001(a)(3) of ERISA).

"NAIC" means the National Association of Insurance Commissioners or any successor thereto.

"Net Interest Charges" means, with respect to any period, the difference between (but not below zero) (i)all Interest Charges during such period of the Company and its Restricted Subsidiaries, minus (ii) all interestincome during such period of the Company and its Restricted Subsidiaries.

"Note Documents" means this Agreement, the Notes, the Intercreditor Agreement, each CollateralDocument, each Subsidiary Guaranty, and all other agreements, instruments, documents and certificates executedand delivered in connection with this Agreement or the transactions contemplated hereby or thereby. Anyreference in this Agreement or any other Note Document to a Note Document shall include all appendices,exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, andshall refer to this Agreement or such Note Document as the same may be in effect at any and all times suchreference becomes operative.

"Note Party" or "Note Parties" means individually any of the Company or any Subsidiary Guarantor andcollectively the Company and the Subsidiary Guarantors.

"Notes" is defined in Section 1.

"Obligations" is defined in the Intercreditor Agreement.

"OFAC" is defined in Section 5.16(a).

"OFAC Listed Person" is defined in Section 5.16(a).

"OFAC Sanctions Program" means any economic or trade sanction that OFAC is responsible foradministering and enforcing. A list of OFAC Sanctions Programs may be found athttp://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

"Officer's Certificate" means a certificate of a Senior Financial Officer or of any other

officer of the Company whose responsibilities extend to the subject matter of such certificate.

"Operating Lease Rentals" means, with respect to any period, the sum of the minimum amount of rentaland other obligations required to be paid during such period by the Company or any Restricted Subsidiary aslessee under all leases of real or personal property (other than Capital Leases), excluding any amounts required tobe paid by the lessee (whether or not therein designated as rental or additional rental) (a) which are on account ofmaintenance and repairs, insurance, taxes, assessments, water rates and similar charges, or (b) which are based onprofits, revenues or sales realized by the lessee from the leased property or otherwise based on the performance ofthe lessee.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or anysuccessor thereto.

"Permitted Bond Hedge Transaction" means any call option or capped call option (or substantivelyequivalent derivative transaction) relating to the common stock of the Company (or other securities or propertyfollowing a merger event, reclassification or other change of the common stock of the Company), whether settledin such common stock (or such other securities or property), cash or a combination thereof, purchased by theCompany or any of its Subsidiaries in connection with an issuance of Convertible Securities; provided that thepurchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Company from thesale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Companyfrom the sale of such Convertible Securities issued in connection with such Permitted Bond Hedge Transaction.

"Permitted Convertible Indebtedness Call Transaction" means any Permitted Bond Hedge Transaction andany Permitted Warrant Transaction.

"Permitted Refinancing Indebtedness" means any Debt issued in exchange for, or the net proceeds ofwhich are used to extend, refinance, renew, replace, defease or refund (collectively, to "Refinance"), other Debt(including previous re-financings that constituted Permitted Refinancing Indebtedness), to the extent that (a) theprincipal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceedthe principal amount (or accreted value, if applicable) of the Debt so refinanced (plus unpaid accrued interest andpremium (including tender premium and any make-whole amount) thereon, any committed or undrawn amountsassociated with, original issue discount on, and underwriting discounts, defeasance costs, fees, commissions andexpenses incurred in connection with, such Permitted Refinancing Indebtedness), (b) the final maturity date ofsuch Permitted Refinancing Indebtedness is no earlier than the earlier of the final maturity date of the Debt beingrefinanced and does not result in a shortening of the average weighted maturity of the Debt being refinanced, (c) ifthe Debt (including any guarantee thereof) being Refinanced is by its terms subordinated in right of payment tothe Obligations, such Permitted Refinancing Indebtedness (including any guarantee thereof) shall be subordinatedin right of payment to the Obligations on terms at least as favorable to the holders of Notes as those contained inthe documentation governing the Debt being Refinanced, taken as a whole, (d) no Permitted RefinancingIndebtedness shall have direct obligors or contingent obligors that were not the direct obligors or

contingent obligors (or that would not have been required to become direct obligors or contingent obligors) inrespect of the Debt being Refinanced, except that Note Parties may be added as additional obligors, and (e) if theDebt being Refinanced is secured, such Permitted Refinancing Indebtedness may only be secured on terms no lessfavorable, taken as a whole, to the holders of Notes than those contained in the documentation (including anyintercreditor agreement) governing the Debt being Refinanced.

"Permitted Warrant Transaction" means any call options, warrants or rights to purchase (or substantivelyequivalent derivative transactions) on common stock of the Company (or other securities or property following amerger event, reclassification or other change of the common stock of the Company) whether settled in suchcommon stock (or such other securities or property), cash or a combination thereof, purchased or sold by theCompany or any of its Subsidiaries concurrently with a Permitted Bond Hedge Transaction.

"Person" means an individual, partnership, corporation, limited liability company, association, trust,unincorporated organization, business entity or Governmental Authority.

"Plan" means an "employee benefit plan" (as defined in section 3(3) of ERISA) subject to Title I ofERISA that is or, within the preceding five years, has been established or maintained, or to which contributionsare or, within the preceding five years, have been made or required to be made, by the Company or any ERISAAffiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

"Priority Debt" means (without duplication), as of the date of any determination thereof, the sum of (a) allunsecured Debt of Restricted Subsidiaries other than (i) Debt owed to the Company or any other RestrictedSubsidiary, and (ii) Debt outstanding at the time any Person becomes a Restricted Subsidiary (other than anUnrestricted Subsidiary which is designated as a Restricted Subsidiary pursuant to Section 10.13 hereof); providedthat such Debt shall not have been incurred in contemplation of such Person becoming a Restricted Subsidiary,and (b) Debt of the Company and its Restricted Subsidiaries secured by Liens other than Debt secured by Lienspermitted by subparagraphs (a) (b), (c), (d), (e), (g), (h), (i), (j), (k) and (l), excluding for purposes of theforegoing subparagraph (k), however, any Debt secured by the extension, renewal or replacement of a Lienpermitted under sub paragraph (f) of Section 10.8.

"property" or "properties" means, unless otherwise specifically limited, real or personal property of anykind, tangible or intangible, choate or inchoate.

"Proposed Prepayment Date" is defined in Section 8.8(c).

"PTE" is defined in Section 6.3(a).

"Purchaser" or "Purchasers" means each of the purchasers that has executed and delivered this Agreementto the Company and such Purchaser's successors and assigns (so long as any such assignment complies withSection 13.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or abeneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shallcease to be included within

the meaning of "Purchaser" of such Note for the purposes of this Agreement upon such transfer.

"Qualified Equity Interests" means any Equity Interests other than Disqualified Equity Interests.

"Qualified Institutional Buyer" means any Person who is a "qualified institutional buyer" within themeaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

"QPAM Exemption" is defined in Section 6.3(e).

"Ratable Portion" means (a) with respect to Section 10.10(2)(i), with respect to any Note, an amount equalto the product of (x) the amount equal to the net proceeds being so applied to the prepayment of Senior Debt inaccordance with Section 10.10(2), multiplied by (y) a fraction the numerator of which is the outstanding principalamount of such Note and the denominator of which is the aggregate principal amount of Senior Debt of theCompany and its Restricted Subsidiaries being prepaid pursuant to Section 10.10(2); and

(b) with respect to Section 10.10(2)(i)(y), with respect to any Note, an amount equal to the product of (x)the amount equal to the net proceeds being so applied to the prepayment (or, if applicable, offer to repurchase)Senior Debt in accordance with Section 10.10(2)(i) "second", as the case may be, multiplied by (y) a fraction thenumerator of which is the outstanding principal amount of such Note and the denominator of which is thedifference between (1) the aggregate principal amount of Senior Debt of the Company or its RestrictedSubsidiaries being prepaid with such net proceeds and (2) the aggregate principal amount of Term A Loans (asdefined in the Bank Credit Agreement) of the Company or its Restricted Subsidiaries being prepaid pursuant toSection 10.10(2)(i) "first".

"Rating Agency" means, any of Kroll Bond Rating Agency, Inc., DBRS Ltd., Fitch, Inc., Moody'sInvestors Service, Inc. or S&P Global Ratings.

"Related Fund" means, with respect to any holder of any Note, any fund or entity that (i) invests inSecurities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as suchholder or by an affiliate of such holder or such investment advisor.

"Required Holders" means at any time (i) prior to the Closing, the Purchasers and (ii) on or after theClosing, the holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notesthen owned by the Company or any of its Affiliates or any Restricted Subsidiary and any Notes held by partieswho are contractually required to abstain from voting with respect to matters affecting the holders of the Notes).

"Responsible Officer" means any Senior Financial Officer and any other officer of the Company withresponsibility for the administration of the relevant portion of this Agreement.

"Restricted Investments" means all Investments, other than the following:

(a) Investments by the Company and its Restricted Subsidiaries in and to

Restricted Subsidiaries, including any Investment in a corporation which, after giving effect to such Investment,will become a Restricted Subsidiary;

(b) Investments in commercial paper maturing in 270 days or less from the date of issuance which,at the time of acquisition by the Company or any Restricted Subsidiary, are accorded one of the highesttwo ratings by Standard & Poor's Financial Services, LLC, a division of The McGraw-Hill Companies,Inc. or by Moody's Investors Services, Inc. or other nationally recognized credit rating agency of similarstanding;

(c) Investments in direct obligations of the United States of America or any agency orinstrumentality of the United States of America, the payment or guarantee of which constitutes a full faithand credit obligation of the United States of America, in either case, maturing within one year from thedate of acquisition thereof;

(d) Investments in certificates of deposit or bankers acceptances maturing within one year from thedate of issuance thereof, issued by Bank of America or any other bank or trust company organized underthe laws of the United States or any state thereof, whose long-term certificates of deposit are, at the time ofacquisition thereof by the Company or a Restricted Subsidiary, accorded one of the highest two ratings byStandard & Poor's Financial Services, LLC, a division of The McGraw-Hill Companies, Inc. or byMoody's Investors Services, Inc. or other nationally recognized credit rating agency of similar standing;

(e) Investments in tax-exempt obligations maturing within one year from the date of issuancewhich, at the time of acquisition by the Company or any Restricted Subsidiary, are accorded one of thehighest two ratings by Standard & Poor's Financial Services, LLC, a division of The McGraw-HillCompanies, Inc. or by Moody's Investors Services, Inc. or other nationally recognized credit rating agencyof similar standing;

(f) Investments resulting from receivables arising from the sale of goods and services in theordinary course of business of the Company and its Restricted Subsidiaries;

(g) Investments by the Company and its Restricted Subsidiaries in property, plant and equipment ofthe Company and its Restricted Subsidiaries to be used in the ordinary course of business;

(h) Investments in money market instrument programs which are classified as current assets of theCompany or any Restricted Subsidiary in accordance with GAAP;

(i) Investments in repurchase agreements; and

(j) Investments of the Company and its Restricted Subsidiaries existing as of the date of Closingand described on Schedule 5.4.

In valuing any Investments for the purpose of applying the limitations set forth in this

Agreement, such Investments shall be taken at the original cost thereof, without allowance for anysubsequent write-offs or appreciation or depreciation therein, but less any amount repaid or recovered on accountof capital or principal.

""Restricted Payment"" means any dividend or other distribution (whether in cash, securities or otherproperty) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash,securities or other property), including any sinking fund or similar deposit, on account of the purchase,redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Company orany option, warrant or other right to acquire any such Equity Interests in the Company; provided that, foravoidance of doubt, the payment or delivery by the Company of cash, Qualified Equity Interests or a combinationof cash and Qualified Equity Interests, at the Company's election, upon conversion of the Specified ConvertibleSenior Notes, shall not be a "Restricted Payment".

"Restricted Subsidiary" means any Subsidiary which (i) at least a majority of the voting securities of suchSubsidiary are owned by the Company and/or one or more Wholly-Owned Restricted Subsidiaries, (ii) isorganized under the laws of the United States or any State thereof, (iii) conducts substantially all of its businessand has substantially all of its assets within the United States, Canada or Mexico, and (iv) the Company hasdesignated as a Restricted Subsidiary on Schedule 5.4 or by written notice given to the holders of all Notes inaccordance with Section 10.8.

"SBA" means the U.S. Small Business Administration.

"SBA PPP Loan" means a loan incurred by the Company under 15 U.S.C. 636(a)(36) (as added to theSmall Business Act by Section 1102 of the CARES Act).

""SBA PPP Loan Date"" means the date on which the Company receives the proceeds of the SBA PPPLoan.

"SEC" means the Securities and Exchange Commission of the United States, or any successor thereto.

"Second Amendment" means the Second Amendment to Note Purchase Agreement dated as of June 26,2020 by and among the Company and the holders of Notes.

"Second Amendment Effective Date" has the meaning given to that term in the Second Amendment.

"Secured Creditors" has the meaning assigned thereto in the Intercreditor Agreement.

"Securities" or "Security" shall have the meaning specified in section 2(1) of the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended from time to time, and the rules andregulations promulgated thereunder from time to time in effect.

"Security Agreement" means that certain Pledge and Security Agreement (including any and allsupplements thereto) given in connection with the First Amendment and by and among the Note Parties and theCollateral Agent, and subject to the Intercreditor Agreement, which shall become effective on the FirstAmendment Effective Date, and any other pledge or security agreement entered into, after the date of thisAgreement by any other Note Party (as required by this Agreement or any other Note Document) or any otherPerson for the benefit of the Collateral Agent and the other Secured Creditors (or the Collateral Agent, and subjectto the Intercreditor Agreement), as the same may be amended, restated, supplemented or otherwise modified fromtime to time.

"Senior Debt" means, as of the date of any determination thereof, all Consolidated Debt, other thanSubordinated Debt.

"Senior Financial Officer" means the chief financial officer, principal accounting officer, treasurer orcomptroller of the Company.

"Small Business Act" means the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business).

"Social Distancing Capital Expenditures" means, for any period, the aggregate Capital Expenditures of theCompany and its Restricted Subsidiaries during such period required or advisable due to the adoption of or takingeffect after the First Amendment Effective Date of any industry standards related to social distancing norms orany law, rule or regulation of any Governmental Authority after the First Amendment Effective Date relatingthereto, provided that such aggregate amount for any applicable period relevant period shall not exceed$5,000,000.

"Source" is defined in Section 6.3.

"Specified Convertible Senior Notes" means the Company's Convertible Senior Notes in the principalamount not to exceed $125,000,000 (or $145,000,000 if the underwriters' option to purchase additionalConvertible Senior Notes on the same terms is exercised in full) issued and closed on or before the date 60 daysafter the date the Third Amendment is signed and dated.

"Specified Mortgages" means the Mortgages encumbering the Specified Real Property given in connectionwith the First Amendment and made by one or more of the Note Parties in favor of the Collateral Agent, for thebenefit of the Administrative Agent and the other Secured Creditors, which shall become effective on the FirstAmendment Effective Date.

"Specified Period" means any period in which (i) any portion of the Term A Loans remain unpaid oroutstanding or (ii) the testing of any financial covenant in this Agreement as in effect prior to the FirstAmendment Effective Date is suspended.

"Specified Period Fee" is defined in Section 1.3means (i) from the First Amendment Effective Date untilthe day immediately preceding the Third Amendment Effective Date, an amount equal to 0.725% (72.5 bps) perannum (0.18125% (18.125 bps) per quarter) and (ii) from the Third Amendment Effective Date until the last dayof the Fiscal Quarter ending after the

Collateral Release Date, an amount equal to 0.975% (97.5 bps) per annum (0.24375% (24.375 bps) perquarter)).

"Specified Real Property" means all real property owned by any of the Note Parties as of the FirstAmendment Effective Date and all real owned by any of the Note Parties as of the First Amendment Effectiveafter the First Amendment Effective Date, excluding the Excluded Real Property.

"Stockholders' Equity" means, as of the date of any determination thereof, the total amount ofshareholders' equity of the Company and its Restricted Subsidiaries (after eliminating all minority interests, ifany), determined on a consolidated basis in accordance with GAAP.

"Subordinated Debt" means, as of the date of any determination thereof, all unsecured Debt of theCompany which shall contain or have applicable thereto subordination provisions providing for the subordinationthereof to other Debt of the Company (including, without limitation, the obligations of the Company under thisAgreement or the Notes).

"Subsidiary" means, as to any Person, any other Person in which such first Person or one or more of itsSubsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests toenable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (orPersons performing similar functions) of such second Person, and any partnership or joint venture if more than a50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries orsuch first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and doesordinarily take major business actions without the prior approval of such Person or one or more of itsSubsidiaries). Unless the context otherwise clearly requires, any reference to a "Subsidiary" is a reference to aSubsidiary of the Company.

"Subsidiary Guarantor" means each Subsidiary that has executed and delivered a Subsidiary Guaranty.

"Subsidiary Guaranty" is defined in Section 9.8(a).

"Substitute Purchaser" is defined in Section 21.

"Surety Instruments" means all letters of credit (including standby and commercial), banker's acceptances,bank guaranties, shipside bonds, surety bonds and similar instruments.

"SVO" means the Securities Valuation Office of the NAIC or any successor to such Office.

"Term A Loans" shall have the meaning assigned thereto in the Bank Credit Agreement as of the FirstAmendment Effective Date.

"Third Amendment" means the Third Amendment to Note Purchase Agreement dated as

of September [___], 2020 by and among the Company and the holders of Notes.

"Third Amendment Effective Date" has the meaning given to that term in the Third Amendment.

"2013 NPA" means the Note Purchase Agreement dated as of June 27, 2013 among the Company and theInstitutional Investors party thereto, pursuant to which the Company issued its $50,000,000 4.02% Senior Notesdue 2025, as amended or modified from time to time.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or inany other state, the laws of which are required to be applied in connection with the issue of perfection of securityinterests.

"USA PATRIOT Act" means United States Public Law 107-56, Uniting and Strengthening America byProviding Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, asamended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

""Unrestricted Cash On Hand"" means unrestricted cash of the Company and its Restricted Subsidiariesthat (i) can be freely used by the Company or any of its Restricted Subsidiaries for immediate or general businessuse and (ii) is not classified as restricted cash on the financial statements of the Company or any of its RestrictedSubsidiaries. For the avoidance of doubt, Unrestricted Cash On Hand does not include any cash with respect tochecks that have been written and have not cleared, credit card receipts not converted to cash and petty cash onhand at hotel and theater location in the ordinary course of business (provided that such petty cash shall notexceed $1,300,000 in the aggregate for purposes of this definition) and minimum cash required to be held at localbanks.

"Unrestricted Subsidiary" means any Subsidiary which is not a Restricted Subsidiary.

"Wholly-Owned Restricted Subsidiary" means, at any time, any Restricted Subsidiary one hundred percent(100%) of all of the equity interests (except directors' qualifying shares) and voting interests of which are ownedby any one or more of the Company and the Company's other Wholly-Owned Restricted Subsidiaries at suchtime.

EXHIBIT B

Composite Copy of Bank Credit Agreement2

Reflecting Third Amendment to the Bank Credit Agreement

[see attached]

2 The Composite Copy of the Bank Credit Agreement is a copy of the Execution Version of the Bank Credit Agreement dated as of January 9, 2020. The “blackline” reflects changes as of the Effective Date of the Third Amendment from the existing the Bank Credit Agreement.

EXHIBIT C

Composite Copy of Note Purchase Agreement dated as June 27, 20133

Reflecting Third Amendment to the Note Purchase Agreement

[see attached]

3 The Composite Copy of the Note Purchase Agreement is a copy of the Execution Version of the Note Purchase Agreementdated as of June 27, 2013 (the “2013 NPA”). The “blackline” reflects changes as of the Effective Date of the Third Amendment from the existing the 2013 NPA.

Exhibit 10.1

The Marcus CorporationNon-Employee Director Compensation Plan

Effective December 27, 2019

1. Annual cash retainer: $25,000

2. Yearly annual meeting stock grant retainer (common shares) 753 Shares

3. Annual FYE restricted stock grant (common shares):Vesting to occur upon the earlier of (i) 100% upon eligibility fornormal retirement from the Board or disability (each as determined bythe Company’s Compensation Committee) or upon death; or (ii) 50%upon the second anniversary of the grant date while still serving on theBoard and the remaining 50% upon the fourth anniversary of the grantdate while still serving on the Board

1,250 Shares

4. Board meeting attendance cash fee: $5,500

5. Non-qualified stock option grant (common shares):Fair market value exercise price (closing sale price)Fully vested and immediately exercisable at grant date

Initial: 1,000 SharesAnnual FYE: 750 Shares

6. Committee chairperson meeting attendance cash fee: Audit: $2,500Other: $2,000

7. Committee member meeting attendance cash fee: Audit: $2,000Other: $1,750

8. Reimbursement of out-of-pocket expenses: Yes

Exhibit 10.24

THE MARCUS CORPORATION2004 EQUITY AND INCENTIVE AWARDS PLAN

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made and entered into as of the grantdate specified on the attached cover page (the “Grant Date”) by and between THE MARCUS CORPORATION, a Wisconsincorporation (the “Company”), and the Participant named on the attached cover page (the “Participant”).

WITNESSETH:

WHEREAS, the terms of The Marcus Corporation 2004 Equity and Incentive Awards Plan (the “Plan”), tothe extent not stated herein, are specifically incorporated by reference in this Agreement and defined terms used hereinwhich are not otherwise defined shall have the meaning set forth in the Plan;

WHEREAS, the Plan provides for the grant of various equity-based incentive awards, including grants ofrestricted shares of the Company’s Common Stock, $1 par value (“Common Stock”), to be granted to certain key employeesof the Company or a subsidiary thereof;

WHEREAS, the Participant is now employed by the Company or a subsidiary thereof in a key capacity andhas exhibited judgment, initiative and efforts which have contributed materially to the successful performance of theCompany; and

WHEREAS, the Company desires to grant the Participant the Restricted Stock (as defined below) inrecognition of Participant’s past and expected future efforts as an employee of the Company or a subsidiary thereof and toprovide the Participant with the opportunity to increase his stock ownership in the Company.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein setforth, the parties hereby mutually covenant and agree as follows:

1. Grant of Restricted Stock. Subject to the terms and conditions of the Plan and this Agreement, theCompany hereby grants the Participant the number of shares of Common Stock set forth on the attached cover page (the“Restricted Stock”).

2. Restrictions. The Restricted Stock may not be sold, transferred, pledged, assigned or otherwisealienated or hypothecated. Notwithstanding the foregoing, except as otherwise provided in Section 3, such restrictions shalllapse and the Restricted Stock shall vest with respect to the following amounts of Restricted Stock in accordance with thefollowing schedule provided that the Participant is then still employed by the Company or a subsidiary on the relevant datebelow:

Elapsed Period of Time after the Grant Date Cumulative Percentage of Restricted

Stock no Longer Subject to RestrictionsPrior to the first anniversary of the Grant Date 0%From and after the first anniversary of the Grant Date 100%

The period during which any of the Restricted Stock is subject to the restrictions in this Section 2 shall hereinafter bereferred to as the “Restriction Period” with respect to the portion of the shares of Restricted Stock still subject to restriction. The Committee, as the administrator of the Plan, may, at

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any time or from time to time, accelerate all or any part of the Restriction Period with respect to all or any portion of theRestricted Stock.

3. Termination of Employment; Change in Control.

(a) If the Participant dies while he is in the employ of the Company or any subsidiary, or if his employmentis terminated by reason of his retirement in accordance with the then effective retirement plan or policy of the Company orany subsidiary, or his permanent disability, the Restriction Period shall automatically terminate and all of the shares of theRestricted Stock shall be free of all restrictions imposed by Section 2.

(b) If the Participant’s employment is terminated by the Company or any subsidiary for any reason or if theParticipant terminates his employment with the Company or any subsidiary for any reason (other than, in each case, one ofthe reasons set forth in Section 3(a)), then any shares of Restricted Stock which then remain subject to the restrictions ofSection 2 at the date of such termination shall automatically be forfeited and returned to the Company.

4. Deposit of Restricted Shares. One or more certificates evidencing the shares of Restricted Stock shallbe issued by the Company in the Participant’s name. The Company shall cause the issued certificate(s) to be delivered to theSecretary of the Company (or his designee) as a depository for safekeeping until a forfeiture occurs or the restrictionsimposed by Section 2 hereof terminate. Promptly after the restrictions imposed by Section 2 hereof terminate with respect tosome or all of the shares of Restricted Stock, the Company shall deliver stock certificates representing such shares toParticipant. Upon request of the Company, Participant shall deliver to the Company a stock power, endorsed in blank,relating to the Restricted Stock then subject to the restrictions of Section 2.

5. Securities Law Restrictions; Market Stand-Off. In addition to the restrictions set forth above, theshares of Restricted Stock granted hereunder may not be sold or offered for sale except pursuant to an effective registrationstatement under the Securities Act of 1933, as amended (the “Act”), or in a transaction which, in the opinion of legal counselfor the Company, is exempt from the registration provisions of the Act. In connection with any underwritten public offeringby the Company of its equity securities pursuant to an effective registration statement filed under the Act, you agree that youshall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or othercontract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agreeto engage in any of the foregoing transactions with respect to, any shares acquired under this Agreement (whether or notsubject to restrictions or risk of forfeiture at the time of such offering) without the prior written consent of the Company andthe Company’s underwriters. Such restriction shall be in effect for such period of time following the date of the finalprospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall suchperiod exceed one hundred eighty (180) days. In addition, if required by underwriters for the Company, you agree to enterinto a lock-up agreement with respect to any shares acquired under this Agreement.

6. Voting Rights; Dividends and Other Distributions. During the Restriction Period and prior to anyforfeiture of the Restricted Stock, the Participant will, subject to the restrictions set forth in Section 2, have all rights as ashareholder with respect to the shares of Restricted Stock which then remain subject to such restrictions (including votingrights and the right to receive dividends or other distributions the record date for which occurs prior to the forfeiture of theRestricted Stock); provided, however, that if any such dividends or distributions are paid in stock of

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the Company, such shares shall be subject to the same restrictions and risk of forfeiture as the Restricted Stock with respectto which they were paid.

7. Tax Withholding.

(a) No later than the date as of which an amount first becomes includable in the Participant’s gross incomefor federal income tax purposes with respect to the Restricted Stock, the Participant shall pay to the Company, or makearrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kindrequired by law to be withheld with respect to such amount. The obligations of the Company under this Agreement and thePlan, including the obligation to release from custody the Restricted Stock upon the expiration of the Restriction Period,shall be conditional on the Participant making such payment or arrangements, and the Company and any Affiliate shall, tothe extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant.

(b) The Participant shall be permitted to satisfy the Company’s tax withholding requirements by either (i)delivering shares of previously owned Common Stock or (ii) having the Company withhold a portion of the shares ofCommon Stock otherwise deliverable pursuant to this Agreement, in either case having a fair market value (as determinedby the Committee) on the date income is recognized by the Participant equal to the amount needed to satisfy anywithholding obligations, provided that the amount of Shares withheld or delivered may not exceed the total maximumstatutory withholding obligations associated with the transaction to the extent needed for the Company to avoid anaccounting charge. If the number of shares of Common Stock determined pursuant to the preceding sentence shall include afractional share, then the number of shares delivered to, or withheld by, the Company shall be rounded up to the next highestwhole number and the Company shall deliver to the Participant cash in an amount equal to the then fair market value (asdetermined by the Committee) of the fractional share of Common Stock delivered or withheld in excess of the amountneeded to satisfy any withholding obligations, unless the Participant makes other arrangements satisfactory to the Companyfor payment of such amount.

8. No Right to Employment. It is fully understood that nothing contained in this Agreement or the Planshall be deemed to confer upon the Participant any right to continue in the employ of the Company or any subsidiary, nor tointerfere in any way with the right of the Company or any subsidiary to terminate the employment of the Participant at anytime for any reason.

9. Interpretation by Committee. As a condition of the granting of the Restricted Stock, the Participantagrees, for himself and his legal representatives, that the Plan and this Agreement shall be subject to discretionaryinterpretation by the Committee and that any interpretation by the Committee of the terms of the Plan and this Agreementshall be final, binding and conclusive on the Participant and his legal representatives in all respects and shall not be subjectto challenge or dispute by the Participant or his legal representatives.

10. Modification. Subject to the applicable provisions of the Plan, at any time and from time to time theCommittee may direct execution of an instrument providing for the modification, extension or renewal of this Agreement;provided, however, that no such modification, extension or renewal shall (a) confer on the Participant any right or benefitwhich could not be conferred on him by a grant of restricted shares of Common Stock under the Plan at such time or (b)except to the extent the Committee determines that such modification, extension or renewal is in the best interest of theParticipant or any other person(s) as may then have an interest in the Restricted Stock, materially and adversely affect thevalue of the Restricted Stock without the written consent of the Participant.

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11. Miscellaneous.

(a) If the Company fails to enforce any provision of this Agreement at any time, that failurewill in no way constitute a waiver of such provision or of any other provision hereof.

(b) If any provision of this Agreement is held illegal, unenforceable or invalid for any reason,such illegality, unenforceability or invalidity will not affect the legality, enforceability or validity of the remaining provisionsof this Agreement, and the Agreement will be construed and enforced as if the illegal, unenforceable or invalid provision hadnot been included in the Agreement.

(c) This Agreement will be binding on and inure to the benefit of the Participant and theParticipant’s heirs and personal representatives and to benefit of the Company and its successors and legal representatives.

Exhibit 14.1

THE MARCUS CORPORATIONCode of Conduct

Adopted: March 13, 2006

As Last Revised: February 18, 2020

INTRODUCTION

As a growing company, The Marcus Corporation and its subsidiaries (“Company”) can anticipate newethical demands resulting from its business expansion and otherwise as a result of it being a New York StockExchange listed public company. Further, the legal requirements impacting on the Company will undoubtedlyincrease as the Company’s business interests become more diverse. For these reasons, and the basic philosophythat the Company must both remain as and be understood to be a good corporate citizen, it is mandatory that theCompany have a guiding code of ethical conduct.

This Code of Conduct is in addition to, and is not intended to change or interpret, any federal or state lawor regulation, the rules of the Securities and Exchange Commission (“SEC”), the listing standards of the NewYork Stock Exchange (“NYSE”), the Wisconsin Business Corporation Law, or the Company’s Articles ofIncorporation or Bylaws. This Code of Conduct is subject to modification and interpretation by the Board ofDirectors and/or its Corporate Governance and Nominating Committee.

This Code of Conduct shall be posted on the Company’s website, distributed or otherwise made availableto all Associates, and made available in print to any requesting shareholder.

CODE OF CONDUCT

It is the policy of the Company that the directors, officers, associates and representatives of the Company(“Associates”) shall exercise and display good judgment and high ethical standards in all business dealings. Situations which may involve an actual or potential conflict between the personal interests of an Associate andthe business interests of the Company, and even the appearance of impropriety with respect to such actual orpotential conflicts, must be avoided or otherwise appropriately approved by the Company’s General Counsel (forall Associates, other than directors, executive officers and senior financial officers) or the Corporate Governanceand Nominating Committee of the Company’s Board of Directors (for all directors, executive officers and seniorfinancial officers) in each case after full disclosure. A “conflict of interest” occurs when an Associate’s privateinterests interfere in any way – or even appears to interfere – with the business interests of the Company. Aconflict situation may arise when an Associate takes actions or has interests that may make it difficult to performhis or her job objectively and effectively, or that otherwise may harm the Company. Conflicts of interest also mayarise when an Associate, or a member of his or her family, receives improper personal benefits as a result of his orher position in the Company.

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The consistent conduct of the Company’s business in an honest and ethical manner is vitally important tomaintaining public trust and confidence in the Company and its Associates. In many situations involving ethicaland moral judgments, it may be difficult to determine a proper course of action with certainty. In such cases, theCompany’s General Counsel or the Corporate Governance and Nominating Committee of the Board of Directorsmust be consulted to ensure that the proper course of action is followed.

The Company is strongly committed to upholding the principles in this Code of Conduct and will not take,or allow any Associates to take, any action (including any discharge, demotion, suspension, transfer, threat,harassment or discrimination) against any Associate who, in good faith, raises a question concerning ethical ormoral practices or an actual or potential breach or violation of this Code. Nevertheless, the Company recognizesthat in many instances when situations involving ethical and moral judgments or an actual or potential breach orviolation of this Code arise, you may not feel comfortable raising these issues with our General Counsel. If so,you should raise the matter by sending a confidential letter to the Chairman of the Corporate Governance andNominating Committee of the Company’s Board of Directors (for all non-financial/accounting related issues) tothe address listed on page 16 of this Code or to the Chairman of the Audit Committee of the Company’s Board ofDirectors (for all accounting and financial issues) to the address listed on page 9 of this Code. Only independentdirectors serve on these committees of the Board of Directors.

SPECIFIC POLICIES AND EXAMPLES

It is not possible in a Code of Conduct such as this one to describe all the circumstances and conditionswhich have the potential of raising ethical considerations and/or that may constitute a conflict of interest. For thisreason, specific applications of our Code of Conduct to your dealings with various of our constituencies andexamples of some of the situations which may be of concern are found below. If you find yourself or anotherAssociate in a situation that raises an ethical or moral question, or a potential breach or violation of this Code, thatis not covered by these specific policies or examples, or if you are not sure whether your or another Associate’ssituation raises any such question, you should discuss the matter with the Company’s General Counsel, or bysending a confidential letter to the Chairman of the Corporate Governance and Nominating Committee of theCompany’s Board of Directors (for all non-financial/accounting related issues) to the address listed on page 16 ofthis Code or to the Chairman of the Audit Committee of the Company’s Board of Directors (for all accounting andfinancial issues) to the address listed on page 9 of this Code.

Concerning Customers

1. It is an absolute obligation of the Company and each Associate to protect our customer relationships throughconsistently fair and honorable dealings with everyone who is a user of our facilities or services.

2. This Code prohibits misrepresentation, fraudulent action or omission, failure to make proper adjustments ifthe Company is at fault, or any behavior that denies to any customer the full receipt of the specified benefitsof the product or service for which he or she is paying.

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3. Under no circumstances may an Associate give a gift of money or cash equivalents to any customer or anygift that the Associate knows will violate a customer’s business practices. Associates are also prohibitedfrom making gifts, loans or granting unreasonable favors to customers for the purpose of obligating orinducing them to compromise their responsibilities to their employers on our behalf or for our benefit. Thispolicy does not extend to gifts or favors of nominal value (less than $250) or to business dining or casualentertainment, to the extent that these meet generally accepted standards of ethical business conduct andinvolve no element of concealment or violation of rules imposed by the recipient’s employer. All associatesshould also consider the aggregate amount of benefits received from any customer during any calendar yearwhen considering whether to accept such gifts, favors, dinners or entertainment. Although the amountreceived on any specific occasion may be permitted (typically less than $250), each associate must alsoensure that the total annual amount of benefits received is not inappropriate or give rise to the appearance ofimpropriety. All expenditures for gifts, favors, business dinners and casual entertainment must be fullydocumented in a reimbursement request for Company review and approval.

Q: You send a gift of a case of expensive French wine to one of our corporate customers to thank her forbooking a convention at the Grand Geneva Resort and Spa and to encourage further bookings in the future. Is this a violation of our Code of Conduct?

A: Yes. Since the value of this gift exceeds $250 and is being made for the principal purpose of encouragingthe customer to continue to do business with the Company (and since the gift probably also violates thecustomer’s code of conduct), it is not permitted.

Q: Instead of a case of French wine, you take the corporate customer out to a complimentary dinner at a fancyrestaurant. Is this a violation of our Code of Conduct?

A: No. Business dining and casual entertainment of customers, consistent with generally accepted standards ofethical business conduct and which are not in violation of the customer’s code of conduct, are permissible. You should submit a fully documented reimbursement request for review and approval.

Concerning Suppliers

1. All Associates must deal with our suppliers in the highest ethical and professional manner.

2. Under no circumstances may an Associate accept any money or cash equivalents or any gifts from a supplierthat are known to violate the supplier’s business practices. Associates must immediately report any suchgifts or offers to the Company’s General Counsel.

3. Under no circumstances may an Associate accept trips and/or loans from any supplier, except for instancesthat receive the advance approval of the Company’s General Counsel and that are reported to the Chairmanof the Corporate Governance and Nominating Committee.

4. Associates are also prohibited from receiving gifts or favors from suppliers, other than nominal gifts orfavors (valued at not more than $250). Associates that receive gifts or

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favors from suppliers exceeding $250 but less than $500 in value must immediately report any such gifts orfavors to the Company’s General Counsel for approval. Furthermore, Associates are prohibited fromreceiving gifts or favors from suppliers of $500 or more in value. These prohibitions do not include businessdining or casual entertainment that meets generally accepted standards of ethical business conduct andinvolves no element of concealment or violation of rules imposed by the provider’s employer. AllAssociates should also consider the aggregate amount of benefits received from any supplier during anycalendar year when considering whether to accept such gifts, favors, dinners or entertainment. Although theamount received on any specific occasion may be permitted, each Associate must also ensure that the totalannual amount of benefits received is not inappropriate or give rise to the appearance of impropriety.

5. Associates shall not be influenced in their business dealings with a supplier by the receipt of any gift orfavor nor shall Associates imply to a supplier that the receipt of any gift or favor will influence a businessdecision involving that supplier.

6. An Associate who is offered and/or receives any prohibited money, cash equivalent, gift, loan, trip or favorshall promptly and courteously decline such money, cash equivalent, gift, loan, trip or favor with anexplanation that the acceptance of the money, cash equivalent, gift, loan, trip or favor is contrary to ourCompany’s Code of Conduct. The Associate shall report any such occurrence to the Company’s GeneralCounsel.

7. An Associate may not utilize as a supplier any organization in which the Associate or an immediate familymember has a financial interest, except for instances that receive the advance approval of the Company’sGeneral Counsel and that are reported to the Chairman of the Corporate Governance and NominatingCommittee. This policy does not apply to a publicly traded company in which the Associate (or animmediate family member) owns less than 5% of its stock or other publicly traded equity securities.

8. If an Associate’s decline of a gift, loan, trip or favor as outlined in this section could be a matter ofembarrassment or potentially poor business judgment, prior to declining the item involved, the matter shouldbe discussed with and decided by the Company’s General Counsel. If the matter involves a director,executive officer or senior financial officer of the Company and the Company’s General Counsel believesthat the gift, loan, trip or favor should not be declined for business or other reasons, the matter must beraised by the General Counsel and discussed with and decided by the Company’s Corporate Governance andNominating Committee.

9. Associates may not purchase merchandise for themselves from Company vendors in excess of $100 usingCompany pricing and/or discounts because such discounts may raise the appearance that the discount willinfluence your use of the vendor for Company business.

10. Associates who have historically received prohibited gifts, loans, trips or favors from suppliers must notifyall such suppliers that our Code of Conduct prohibits acceptance of such gift, loan, trip or favor and that thesupplier is encouraged to make a gift to a charity of the supplier’s choice in lieu of the gift, loan, trip orfavor. This notification must be made each year in writing by November 15, with a copy thereof sent to theCompany’s General Counsel.

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Q: A vendor owns a condominium in a city you will be visiting. It is not his primary residence and he will notbe there at the same time. He invites you to use the condo free of charge while you are visiting. Can youaccept his offer?

A: No. The value of the gift can reasonably be considered to be greater than $500 and is otherwise notconsistent with generally accepted standards of ethical business conduct.

Q: You are attending a two day meeting with a reservation systems company in Utah to work out the finaldetails of a planned reservation systems roll-out for Hotels division. The meeting is scheduled in Februaryand the vendor has invited you for an afternoon of skiing at the vendor’s expense. Can you accept?

A: Yes. Assuming this is not a violation of the vendor’s policies, the skiing is only incidental to the travel andbusiness meeting and is a recreational and casual entertainment opportunity of relatively nominal valueconsistent with generally accepted standards of ethical business conduct. However, all other expenses of thetrip must be paid for by the Company, unless otherwise approved by the General Counsel.

Q: In appreciation of your efforts in coordinating the recently completed remodeling of a Marcus theatre, theremodeling firm sends a “cookie bouquet” to your office. Can you accept?

A: Yes. The gift is of relatively nominal value and is consistent with generally accepted standards of ethicalbusiness conduct.

Q: To thank you for your order of office furniture, the vendor’s salesman slips you $20 and says “go enjoy anice lunch on me.” Can you accept?

A: No. Even though the amount is under $250, the acceptance of cash is never allowed. The same prohibitionapplies to loans and cash equivalents.

Q: As part of a mass mailing advertising campaign, our Internet service provider has sent you a computermouse pad displaying its company logo. Can you accept?

A: Yes. The gift is an advertising novelty with only nominal value.

Q: In appreciation of your choosing the location of the Company’s purchase of land for a new movie theatre,the real estate broker sends you a new HDTV. Can you accept?

A: No. The value of an HDTV is more than $500 and the gift is not consistent with generally acceptedstandards of ethical business conduct. Company resources may be used to return the HDTV to the broker,along with a note advising the broker that acceptance of the gift is against our Company’s Code of Conduct.

Q: A vendor currently engaged by your department tells you she has two tickets to the Milwaukee Bucksbasketball game tomorrow night. Citing that she is unable to attend, she offers the tickets to you to use asyou would like. Can you accept?

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A: Yes. As long as this is an isolated offer, the tickets may be accepted because they represent a relativelycommon entertainment opportunity consistent with generally accepted ethical business conduct.

Q: You and your supervisor are invited by a vendor to a two-day conference in a resort area involving twohours of meetings and a unique opportunity to network with associates of the vendor, as well as with yourcounterparts from other lodging companies. The remainder of the time will be devoted to golf, fishing,boating and receptions. The vendor has indicated it will pay for all of your expenses of travel, lodging,recreation and entertainment. Can you and your supervisor accept?

A: No. The trip and related activities appear to exceed generally accepted standards of ethical businessconduct. Furthermore, the recreation and entertainment is more than just an incidental part of the trip andmeetings. However, if the opportunity for networking and representing the Company at the conference areviewed by you and your supervisor as advancing an important business interest of the Company justifying awaiver of our Code, a waiver may be granted by the Company’s General Counsel to authorize theacceptance of part or all of the travel, lodging, entertainment and recreation and the Company’s payment ofthe remainder. The waiver must then be reported by you on the Company’s next annual Code of ConductAcknowledgement Form.

Concerning “Corporate” Opportunities

Associates owe the Company a duty to advance the Company’s business interests when the opportunity todo so arises. As a result, Associates are prohibited from taking personal advantage of certain businessopportunities in which the Company may be interested. This so-called “corporate opportunity doctrine” iscomplicated and it is not possible to clearly define all of the business opportunities which belong or could be ofinterest to the Company and what business opportunities may be taken advantage of personally by Associates. The most common types of situations falling within this corporate opportunity doctrine prohibit Associates from:(i) personally taking advantage of any business opportunity that typically would be pursued by, or would be ofinterest to, one of the Company’s businesses; (ii) personally taking advantage of any other business opportunitythat the Company may want to take advantage of if the opportunity is discovered using Company property,business contacts or information, or that the Associate becomes aware of because he or she works for theCompany; or (iii) competing with or otherwise disadvantaging any of the Company’s businesses. If you have anyquestion regarding whether this corporate opportunity doctrine applies to any potential business opportunity, youshould consult with the Company’s General Counsel.

Q: You work in the Company’s real estate development department and, through one of your real estate brokercontacts, you learn that a firm the Company has done business with will be offering a certain number oflimited partnership interests in a new real estate venture to those persons and companies that own stock inthe firm. You think this is a good personal investment opportunity. You have heard that others in the realestate development department are looking into this offer to see if it is the sort of thing in which theCompany should invest. Can you go out and personally buy stock in this firm and then personally subscribefor the firm’s partnership units?

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A: If your subscription for limited partnership interests means that there could be fewer partnership unitsavailable for the Company, then you should not become involved in the subscription, at least not until theCompany has decided not to subscribe or has had the ability to subscribe for all the partnership units itwants. Since there are a limited number of partnership units, any units you subscribe for will not beavailable for the Company. That would amount to a diversion of the Company’s business opportunity. Additionally, given your personal interest in the transaction, you should not participate in the Company’sdecision making process by which the extent, if any, of the Company’s investment is determined, unless youfully disclose and discuss your personal interest in the venture with the Company’s General Counsel and heapproves of your participation.

Q: You are a manager responsible for selecting and dealing with a particular vendor. Your son graduatedrecently from college but does not have a job. You would like to ask your counterpart at the vendor aboutemploying your son. Can you?

A: No. That would clearly be using the Company’s position to achieve a personal economic benefit for yourson. That is not to say that your son, assuming he has the proper qualifications for the job, cannotindependently seek out employment with the vendor, but neither the relationship with the Company nor yourposition and role vis-à-vis that vendor should ever be used to obtain a position for your son. Furthermore, ifyour son gets a job with the vendor, it would be a good idea for you to notify the Company’s GeneralCounsel of the relationship. Depending on the circumstances, there may be a question as to whether youcan impartially evaluate the performance of the vendor, especially if your son’s work relates to the vendor’scontract with the Company. The Company’s General Counsel can decide how best to manage this situation.

Concerning Competitors

1. Associates must refrain from all dealings with our competitors for the purpose of setting or controllingprices, rates, trade practices, costs or any other activities prohibited by the federal and state laws regulatingcompetition.

2. The highest standards of honorable and ethical conduct must be observed in all relationships with ourcompetitors. The advancement of the Company’s business interests through the malicious dissemination ofgossip, rumors or disparaging statements or any other unfair actions intended to damage our competitors isprohibited, as are any other secret or dishonorable activities for this purpose.

Q. A corporate client looking to book a large group event is considering both the Pfister Hotel and the Hyatt inMilwaukee. Can you tell the client that you believe that the Hyatt’s water purification system is faulty andthat her group runs the risk of contracting cryptosporidium if they book their event at the Hyatt?

A. No. Spreading malicious rumors about our competitors is strictly prohibited.

Q. You are the manager of a Marcus Hotel. You decide to meet with the manager of your biggest localcompetitor to convince her that it would be in her and your best interest to raise rates during an upcomingmajor convention. Can you hold the meeting?

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A. No. Meeting with a competitor to discuss, agree on or set prices is a violation of the federal antitrust lawsand could be punishable by prison and significant fines and penalties. If you are ever approached for ameeting for such a purpose, or for any other purpose relating to how or where you compete with yourcompetitors, you should immediately turn down the offer and report the proposal to the Company’s GeneralCounsel.

Concerning Compliance With Laws and Regulations

The Company insists that all of its businesses be conducted in full compliance with all applicable laws. Failure to obey laws and regulations violates this Code and may expose both you and the Company to criminal orcivil prosecution. As you conduct the Company’s business, you may encounter a variety of legal issues. If youhave questions on specific laws, regulations or other legal issues, you should contact the Company’s GeneralCounsel.

Concerning the Employment of Relatives

1. Relatives of an Associate may not be employed in situations where one relative will be in the line ofsupervision of the other, without the pre-approval of the Company’s General Counsel, or with respect toissues involving the Company’s directors, executive officers and senior financial officers, the Company’sCorporate Governance and Nominating Committee.

2. As used in this Code of Conduct, the relative of an associate includes the associate’s spouse, partner, parent(including step-parents), children (including step-children) and siblings (including step-siblings).

3. Relatives of an Associate may not be employed in situations that may impair the Company’s accountingcontrol system of checks and balances.

Concerning Accounting Procedures

and The Control of Funds and Assets

1. The Company’s financial and accounting books and records must be true, accurate and complete. No falseor artificial entries shall be made in any books or records of the Company for any reason, and no Associateshall engage in any arrangement that results in such a prohibited act. The Company’s accounting andfinancial records must reflect, in an accurate, complete and timely manner, all transactions affecting theCompany in order to meet statutory requirements and to ensure proper preparation of the Company’sfinancial statements. Transactions must be properly authorized and approved and recorded in accordancewith both the relevant generally accepted accounting principles and the highest standards of integrity. Thereshall be no cash funds, bank accounts, investment or other assets which are not recorded or are inadequatelyrecorded in the Company’s accounting records.

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2. No Associate may have so great a span of responsibility as to make it possible for the Company’s accountingcontrol system of checks and balances to be impaired or corporate assets to be diverted.

3. The use of any funds or other assets of, or the providing of any services by, the Company for any unlawfulpurpose is strictly prohibited.

4. The Company’s accounting and financial records must be adequately protected from destruction ortampering. The accounting and financial records must also be retained for a sufficient period of time to meetboth the applicable legal requirements and those required by the Company’s corporate office.

5. No payment on behalf of the Company shall be approved or made with the intention or understanding that apart or all of such payment is to be used for any purpose other than as described by the document supportingor requiring the payment.

6. No Associate may take any action to fraudulently influence, coerce, manipulate or mislead the Company’sindependent auditing firm for the purpose of rendering the Company’s financial statements misleading.

7. Any Associate having information or knowledge of any unrecorded fund or asset or any other questionablefinancial disclosure or accounting, auditing or financial practice or concern shall promptly report such matterto the Company’s General Counsel. If the Associate is not satisfied that the issue reported has beenaddressed properly or does not feel comfortable raising the issue with the Company’s General Counsel, he orshe shall report the issue directly to the Chairman of the Audit Committee of the Company’s Board ofDirectors at the following address:

PERSONAL AND CONFIDENTIALBrian J. Stark

Chairman, Audit Committee of The Marcus Corporation100 East Wisconsin Avenue, Suite 1900

Milwaukee, WI 53202

Concerning Senior Financial Officers

1. In addition to the other policies set forth in this Code of Conduct (including particularly those set forth in thesection above), the Company’s senior financial officers (e.g., chief financial officer, principal accountingofficer, controller and other Associates performing similar functions, including at the division level) shallalso be subject to the additional duties and responsibilities described in this section.

2. Each senior financial officer shall ensure the integrity and accuracy of the Company’s financial statements,the Company’s compliance with all legal and regulatory requirements related to the Company’s financialstatements, and the performance of the Company’s internal audit function. The senior financial officers shallimmediately report any failures or deficiencies therein to the Chairman of the Audit Committee.

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3. The senior financial officers shall be responsible for maintaining effective internal audit functions, internalaccounting controls, risk management practices and procedures, and financial reporting and compliancepractices, and reporting thereon (including particularly any deficiencies therein or changes thereto whichcould adversely affect the Company’s financial condition or results of operation) to the Audit Committee.

4. The senior financial officers must ensure that the Company’s SEC reports that contain the Company’sfinancial statements fully comply with the applicable requirements of the federal securities laws and that theinformation contained in each such report fairly presents, in all material respects, the financial condition andresults of operations of the Company. The senior financial officers shall report any failures or deficienciestherein immediately to the Chairman of the Audit Committee

5. The senior financial officers shall be responsible for establishing, maintaining and evaluating the Company’sinternal accounting controls and for disclosing to the Audit Committee and the Company’s independentauditing firm any significant deficiencies in such controls, and any fraud involving Associates significantlyinvolved with such controls, and whether or not there were significant changes in such internal controls orother factors that could significantly affect such controls. The objective of these internal accounting controlsis to provide assurance that all assets are adequately protected, properly used and that the Company’sfinancial records accurately reflect the assets and liabilities of the Company. Effective internal accountingcontrols provide the Company with a system of “checks and balances” to assist in ensuring that accountingand administrative policies are complied with throughout the Company. The senior financial officerresponsible for each operating division is responsible for knowing what can go wrong in their area ofresponsibility, and to be alert for symptoms of wrongdoing, loss or errors. Notwithstanding this, divisioncontrollers or their equivalent are responsible for the overall integrity of the financial systems and controls intheir divisions. Accordingly, they are expected and authorized to intervene to investigate and take action insituations at operations within their division where they believe financial controls are not meeting standardsor are at risk.

6. There must be no concealment of information from (or by) senior financial officers, or from the Company’sinternal or external auditors or legal counsel.

7. No senior financial officer shall take, or allow any other Associate to take, any action to fraudulentlyinfluence, coerce, manipulate or mislead the Company’s independent public auditing firm for the purpose ofrendering the Company’s financial statements materially misleading. If any senior financial officer becomesaware of any such circumstance, he or she shall report it immediately to the Chairman of the AuditCommittee.

8. The senior financial officers shall ensure that the Company’s auditing firm reports directly to the AuditCommittee, and that the Audit Committee is solely responsible for the appointment, compensation andoversight of the Company’s independent auditing firm (including resolving any disagreements betweenmanagement and the auditing firm over financial disclosure or accounting or auditing policies, practices ortreatment).

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9. Each senior financial officer shall immediately report any Associate complaints regarding financialdisclosure or accounting or auditing matters, including any financial or accounting fraud (whether or notmaterial), to the Chairman of the Audit Committee.

10. No senior financial officer shall engage the Company’s auditing firm to perform audit or non-audit serviceswithout the Audit Committee’s (or its designee’s) preapproval in accordance with the Audit Committee’scharter.

11. The senior financial officers shall implement procedures and practices designed to ensure that anycertificates required to be signed by the Company’s chief executive officer and/or chief financial officer, andfiled with the SEC or NYSE, comply with all of the requirements thereof and otherwise support and verifythe accuracy of such certifications. The senior financial officers shall report any failures or deficienciestherein immediately to the Chairman of the Audit Committee

12. The senior financial officers shall advise the Audit Committee on the areas of financial risk that could have amaterial adverse effect on the Company’s results of operation or financial condition and the Company’s riskassessment and risk management policies.

13. The senior financial officers shall ensure that the Company’s off-balance sheet transactions, liabilities,obligations (including contingent obligations), commitments; relationships with unconsolidated or relatedparty entities; and derivative transactions are properly accounted for and disclosed in accordance with therequirements of the SEC, the listing standards of the NYSE and other applicable laws.

14. The senior financial officers shall not seek a second opinion on any significant accounting issue from anaccounting or auditing firm other than the Company’s independent auditing firm without first obtaining theapproval of the Audit Committee.

15. The senior financial officers shall be familiar with the requirements, duties and responsibilities imposed onthem by the Audit Committee’s charter and will actively and timely comply therewith, and will otherwisecomply with all requests of the Audit Committee or its designees.

Concerning Devotion of Time and

Ability to the Company’s Business

The Company respects the rights of its Associates to engage in activities of a private nature outside of theCompany. However, employment or personal business interests or commitments are prohibited if such activitywould tend to impair an Associate’s ability to meet his or her regular job responsibilities to the Company, wouldaffect his or her objectivity in carrying out his or her responsibilities or would otherwise create a conflict ofinterest. Any outside employment or other business commitments must be consistent with the foregoingrequirements and receive the approval of the Company’s General Counsel, Chairman of the CorporateGovernance Committee and/or chief executive officer, as determined appropriate.

Q: You have an opportunity to take a part-time job outside of work with another firm doing the same sort ofwork you do now. Can you take it?

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A: That depends. There is no Company policy which outright prohibits moonlighting. If the other job mightrequire excessive time demands that would diminish your job performance at the Company, or if it mightaffect your judgment and objectivity when you are dealing with your duties at the Company (for instance, ifit involves work for a competitor or for a vendor of goods or services to the Company), it would beprohibited. Even if these considerations are not present and you do accept the job, you must be careful notto use in that job any information that is confidential or proprietary to the Company. In any case, you mustreceive the approval of the Company’s General Counsel prior to accepting the other job.

Concerning Responsibility for Safeguarding

Confidential or “Inside” Information

1. Complete confidentiality of the Company’s Business Information must be respected at all times. Associatesand representatives of the Company are prohibited from releasing the Company’s Business Information. The Company’s Business Information is any non-public information involving the Company, or any othercompany doing business with us, which could have an impact on the Company’s stock price, an acquisition,or the sale of Company assets.

2. No material information concerning the Company or any other company which is not public knowledge maybe used by any Associate for the purpose of his or her own personal gain, whether through stocktransactions, real estate dealings, contracting or any other means, nor may such information be transmitted toan individual outside of the Company for their own personal gain.

3. Associates may not engage in the “short selling” of common stock of the Company (e.g. selling Companystock that the Associate does not own in a transaction from which the Associate would benefit if the value ofthe stock declined).

4. For more information regarding the Company’s policies regarding compliance with securities laws, see theCompany’s policy entitled Release of Investor Sensitive Information (which is included in the Company’sPolicies and Procedures Manual) and the Company’s Statement Of Company Policy Prohibiting InsiderTrading In Marcus’ Stock (which is circulated annually and may be obtained from the Company’s GeneralCounsel).

Q: You become aware that the Company is seriously considering acquiring another publicly-traded movietheatre company and you want to buy stock in that company stock as well. Can you purchase it?

A: No, that would be prohibited insider trading (even though the stock is of another company). Similarly, youmay not buy the Company’s stock based on such inside information. Additionally, you must not tell anyoneoutside of the Company about this potential acquisition and you must not encourage other people to buy thestock of our Company or of such other company until such time as the Company either publicly announcesits acquisition or abandons its acquisition plans.

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Q: You are an Associate in our IT Department and you have been involved in the purchase of some softwarefrom a small publicly-traded corporation. You are so impressed with the corporation that you bought someof its shares after the Company completed its software purchase. Some time later, you are told privately by acontact at the corporation that some of the corporation’s key software developers will likely be departing thecorporation, leaving in doubt the ability of the corporation to roll out the next generation of software ontime, if at all. Is this material “inside” or non-public information?

A: If the software developers are truly key to the corporation’s success such that news of their departure couldaffect the price of the corporation’s stock and if the news of their imminent departure has not yet been madepublic by the corporation, the information is likely to be deemed to be material “inside” or non-publicinformation.

Q: Can the “inside” or non-public information be used by the Company to decide whether or not to buy thenext version of software from the corporation?

A: Even if it is “inside” information, the Company can use this information in making a business decision onwhether or not to go ahead with purchasing or renewing that corporation’s software; the Company is notusing the information in deciding to buy or sell any stock.

Q: What about the stock of the corporation owned by you – if you want to sell it, when can you?

A: Given that the information received by you is material and non-public, you are precluded from selling yourshares, and from telling anyone else about the information who might trade that corporation’s shares, until itbecomes public or is no longer material.

Concerning Outside Associations and Activities

With respect to any desired service on boards of directors of outside organizations that is consistent withthe requirements set forth under “Concerning Devotion of Time and Ability to the Company’s Business” above:

1. Non-Profit Boards. The Company strongly encourages its Associates to devote personal time, attention andfunds to the charitable and civic causes of their choice. In this regard, the Company strongly encourages andsupports Associates’ service on the boards of directors of reputable charitable, civic and communityorganizations; however, the Company requests that Associates provide the Company’s General Counsel withwritten notice of any such intention if he or she desires to serve in such a capacity.

2. For-Profit and Industry Boards. If an Associate would like to serve on the board of directors or advisors ofan outside for-profit business or on a board related to the Company’s businesses on his or her own personaltime, the Associate must receive prior approval in writing from the Company’s General Counsel and ChiefExecutive Officer. Unless approved by the Company’s General Counsel and Chief Executive Officer, anyfees or other monetary remuneration received by an Associate for serving in such a capacity (other thanexpense reimbursement) must be turned over to the Company or donated to charity.

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Concerning Fellow Associates

1. All Associates must deal with one another in a fair and truthful manner.

2. All relationships between Associates must be appropriate for a business setting. In particular, relationshipsbetween a supervisor and a subordinate must be conducted so that the conduct of the Associates involved isbeyond reproach. The lending, giving and/or advancing of money between such Associates is expresslyprohibited, as is the exchange of gifts, goods or services, other than those gifts of a nominal value forseasonal or commemorative purposes.

3. Serious social relationships between a supervisor and a subordinate, while not expressly prohibited, arestrongly discouraged as having a high possibility of undesirable later ramifications for both of the Associatesinvolved, as well as for the Company.

4. Associates’ social media posts will not result in any adverse employment action for the posting associateunless a post violates some other Marcus policy, such as Marcus’ policies against workplace violence orharassment.

5. These policies are in addition to those set forth in the Company’s policies regarding sexual harassment,racial discrimination and the treatment of disabled Associates.

Concerning Political Contributions

1. Because most political contributions by corporations are prohibited by federal and state law, it is a policy ofthe Company not to make any political contributions.

2. It is also the policy of the Company not to reimburse, directly or indirectly, any Associate, attorney, agent orthird party for any political contributions made by him or her.

3. No Associate or representative is authorized to make any direct or indirect political contribution of any kindon behalf of the Company.

Concerning Real Estate

Associates and members of their families are prohibited from acquiring or holding an investment in realestate or other property in which the Company may have an existing business interest or in which they may haveknowledge of a possible business interest. This requirement may be waived by the Company’s General Counsel(for all Associates who are not directors, executive officers or senior financial officers) or by the Company’sCorporate Governance and Nominating Committee (for all Associates who are directors, executive officers orsenior financial officers) when such waiver would further the best interests of the Company and its shareholders.

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Concerning the Environment

It is recognized that the world’s environment is a legacy from the past, which must be preserved for futuregenerations. Consistent with this recognition, the Company will follow appropriate business practices in thepreservation of the environment.

Concerning Questionable Practicesor Knowledge of a Prohibited Act

Any Associate having information or knowledge of any situation and/or act which may constitute a breachor violation of this Code or who has any doubt as to whether a situation and/or act may constitute a breach orviolation of this Code shall promptly report such situation to the Company’s General Counsel. This reportingrequirement includes notification of any known future situation and/or act, which could constitute a breach orviolation of this Code. If the Associate is not comfortable discussing the situation with the Company’s GeneralCounsel, the Associate should discuss the matter by sending a confidential letter to the Chairman of the CorporateGovernance and Nominating Committee of the Company’s Board of Directors (for all non-financial/accountingrelated issues) to the address listed on page 16 of this Code or to the Chairman of the Audit Committee of theCompany’s Board of Directors (for all accounting and financial issues) to the address listed on page 9 of thisCode.

Concerning Other Issues and Behavior

This Code of Conduct is only one part of the Company’s rules governing Associates’ behavior. Otherrules, including the Company’s policies regarding sexual harassment, racial discrimination and the treatment ofdisabled Associates, are set forth in the Company’s Policies and Procedures Manual.

PROCEDURES TO ENSURE COMPLIANCE WITH THIS CODE

1. This Code of Conduct has been adopted by the Corporate Governance and Nominating Committee of theBoard of Directors. This Code applies to all divisions and subsidiaries of the Company. The CorporateGovernance and Nominating Committee is responsible for overseeing the interpretation and enforcement ofthis Code. Subject to the Corporate Governance and Nominating Committee’s ultimate authority: (i) eachDivision President will be responsible for monitoring the enforcement of this Code and these procedures asthey pertain to Associates in their particular Division and (ii) the Company’s General Counsel will beresponsible for monitoring (a) enforcement of this Code and these procedures as they pertain to theCompany’s directors, executive officers, senior financial officers, Corporate Associates, and DivisionPresidents, and (b) the steps taken by each of the Division Presidents with respect to the enforcement of thisCode and these procedures. If any questions regarding possible breaches or violations of this Code are notresolvable by the Company’s General Counsel, such questions will be directed to the Chairman of theCorporate Governance and Nominating Committee (for all non-financial/accounting related issues) in themanner noted on page 16 of this Code or to the Chairman of the Audit Committee of the Company’s Boardof Directors (for all accounting and financial issues) to the address listed on page 9 of this Code.

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2. Every three months and promptly after an issue is raised that might require a waiver of, or change in, thisCode of Conduct, the Company’s General Counsel will report to the Company’s Corporate Governance andNominating Committee concerning compliance with this Code and any breaches or violations or otherethical issues which may have occurred or been presented. The Corporate Governance and NominatingCommittee shall consider all issues brought before it in executive session. In instances where breaches orviolations of this Code or other ethical issues may have been identified, the Company’s General Counselmay make such recommendation as may be appropriate to prevent a recurrence. The ultimate decision withrespect to any such action will, however, be made by the Corporate Governance and Nominating Committee.

3. Only the Corporate Governance and Nominating Committee may waive this Code with respect to directors,executive officers and senior financial officers of the Company and only the Corporate Governance andNominating Committee or Board may change this Code. All waivers of or changes to this Code fordirectors, executive officers or senior financial officers must be publicly disclosed in a manner that complieswith the requirements of the SEC, the listing standards of the NYSE and other applicable laws.

4. This Code of Conduct will be published on the Company’s website and will be reproduced and individualcopies will be distributed or otherwise made available to all managers, supervisors, sales personnel andthose Associates with purchasing or financial authority on an annual basis. (In addition, this Code isavailable in the Company’s Policies and Procedures Manual.) Each Associate receiving a copy of this Codewill be required to acknowledge in writing that they have received, read and will abide by this Code. Allacknowledgments will be forwarded to the Company’s General Counsel for retention and for appropriatefollow-up action, if necessary. All acknowledgments by directors, executive officers or senior financialofficers that disclose interests that breach or violate this Code must be forwarded to the Chairman of theCorporate Governance and Nominating Committee without delay.

5. Any Associate to whom substantial discretionary authority is to be delegated and who could possibly be in aposition to breach or violate the provisions of this Code, shall not be delegated such discretionary authorityuntil a background check has been made of the Associate.

6. All vendors, suppliers, agents, franchisees, joint venture partners and other business relationships will beinformed of the basic principles of this Code. In particular, each vendor, supplier, agent, franchisee, jointventure partner and other business relationships will be made aware of the necessity of fair and honestdealings in all matters concerning the Company.

7. Associate training programs will be initiated and maintained to fully inform all Associates of the majortenets of this Code. Compliance responsibilities will be included in the job descriptions of all Associatescharged with such responsibilities. This statement will be included in all manager operational manuals.

8. In order to fully monitor compliance with this Code, a Corporate Governance and Nominating Committee ofthe Company’s Board of Directors has been established. This

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Committee consists solely of independent directors. In the event any Associate is not comfortable withreviewing an ethics matter or any potential or actual breach or violation of this Code with the Company’sGeneral Counsel, the matter may be addressed to the Chairman of the Company’s Corporate Governanceand Nominating Committee as follows:

PERSONAL AND CONFIDENTIALPhilip L. Milstein

PMilstein@ogdencap.comChairman, Corporate Governance and Nominating Committee of The Marcus Corporation

100 East Wisconsin Avenue, Suite 1900Milwaukee, WI 53202

9. During any investigation of suspected breaches or violations of this Code, all Associates must fullycooperate with the investigation. The Company reserves the right to discipline any Associate who does notfully cooperate in any such investigation.

10. Neither the Company nor any Associate will retaliate against any Associate who, in good faith, raises aquestion concerning ethical practices or a potential breach or violation of this Code. This means theCompany will not terminate, demote, suspend, threaten, harass, transfer to an undesirable assignment, orotherwise discriminate against any Associate for calling attention to any suspected illegal, unethical orimmoral acts or any potential breach or violation of this Code. This protection extends to anyone givinginformation in relation to an investigation. However, the Company reserves the right to discipline anyAssociate who knowingly makes a false accusation, provides false information to the Company or otherwiseacts improperly.

11. Based on the degree of responsibility of the Associate involved, compliance with this Code will be includedin the Associate’s performance review.

12. The Company’s independent auditing firm, in conjunction with the Corporate Governance and NominatingCommittee, will perform a yearly review of the Company’s compliance with this Code and these proceduresand the Corporate Governance and Nominating Committee shall consider whether any amendments to thisCode and the procedures are necessary or appropriate.

THE MARCUS CORPORATIONACKNOWLEDGEMENT OF COMPLIANCE WITH CODE OF CONDUCT

(Please return this Acknowledgement immediately to the General Counsel of The Marcus Corporation)

To: Thomas F. KissingerFrom:Division:Email:Phone Number:Office Location:Supervisor:

I have read, understood and will abide by The Marcus Corporation’s Code of Conduct. I have no interestscontrary to, and I have otherwise not breached or violated (or obtained a waiver of or change in) this Code, and Ihave no knowledge of any other Associate’s breach or violation of this Code, except as specifically described indetail below (If none, please state“None”)

Exceptions (please describe any situations you may be involved in that may conflict with or violate the Code,whether or not such activities have been pre-approved by the Company’s General Counsel):

Date

Description of Situation Breach or

Violation of Code

Preapproved

If, at any future date, I become involved in any matter which might constitute a breach or violation of this Code orif I learn that another Associate may be involved in any matter that might constitute a breach or violation of thisCode, I will immediately disclose such circumstance in detail to the Company’s General Counsel (or to theCompany’s Corporate Governance and Nominating Committee Chairman or Audit Committee Chairman) by afurther memo of this nature.

Dated: Signed:

Exhibit 21

Subsidiaries of The Marcus Corporationas of December 31, 2020

The Marcus Corporation owns equity in the following entities:

Name State of OrganizationB&G Realty, LLC WisconsinBrookfield Corners Development, LLC WisconsinCentury Lakes WP Cinema, LLC DelawareCorners of Brookfield, LLC WisconsinFirst American Finance Corporation WisconsinHospitalitas Indemnity, Inc. DelawareMarcus BIS, LLC WisconsinMarcus Consid, LLC WisconsinMarcus Franklin, LLC WisconsinMarcus Hotels, Inc. WisconsinGS Holdings, Inc. WisconsinMarcus Restaurants, Inc. WisconsinMarcus Theatres Corporation WisconsinMCS Capital, LLC WisconsinMoorhead Green, LLC DelawareParkwood Westpoint Plaza, LLC DelawareSafari Madison, LLC DelawareSauk Rapids Cinema, LLC Delaware

B&G Realty, LLC is the sole member of the following limited liability companies:

Name State of OrganizationB & G Sun Prairie, LLC DelawareMarcus Southport, LLC DelawareMarcus Southridge Development, LLC WisconsinMH Exchange III, LLC WisconsinMH Exchange IV, LLC WisconsinMH Exchange V, LLC DelawareMH Exchange VI, LLC Delaware

Colony Inns Restaurant Corporation owns all of the equity in the following entities:

Name State of OrganizationEFAH, LLC WisconsinInternational Exports, LLC WisconsinInternational Exports Chicago, LLC WisconsinSHIP, LLC Wisconsin

Corners of Brookfield, LLC is a 10% member of the following limited liability company:

Name State of OrganizationBrookfield Corners, LLC Delaware

GS Holdings, Inc. owns all of the equity in the following entity:

Name State of OrganizationGraydient Creative, LLC Wisconsin

Marcus BIS, LLC is the sole member of the following limited liability company:

Name State of OrganizationMarcus BIS Partners, LLC Wisconsin

Marcus BIS Partners, LLC is a 50% partner of the following limited partnership:

Name State of OrganizationHoffman Northwest, LP Wisconsin

Marcus Cinemas of Minnesota and Illinois, Inc. owns all of the equity in the following entity:

Name State of OrganizationMarcus Cinemas of Wisconsin, LLC Wisconsin

Marcus Cinemas of Wisconsin, LLC is the sole member of the following limited liability company:

Name State of OrganizationMMT Texny, LLC Texas

Marcus Consid, LLC is the sole member of the following limited liability company:

Name State of OrganizationSpringdale 2006, LLC Delaware

Marcus Development, LLC is the sole member of the following limited liability companies:

Name State of OrganizationMarcus Management Las Vegas, LLC NevadaPlatinum Condominium Development, LLC NevadaPlatinum Holdings Las Vegas, LLC Nevada

Marcus Hotels, Inc. owns all of the equity in the following entities:

Name State of OrganizationGrand Geneva, LLC WisconsinMarcus Bloomington, LLC MinnesotaMarcus Development, LLC WisconsinMarcus El Paso, LLC WisconsinMarcus Houston, LLC WisconsinMarcus Hotels Associates, Inc. WisconsinMarcus Hotels Hospitality, LLC WisconsinMarcus Lincoln Hotel, LLC WisconsinMarcus Maryland, LLC MarylandMarcus Murieta, LLC WisconsinMarcus North Hollywood, LLC WisconsinMarcus Northstar, Inc. MinnesotaMarcus Omaha, LLC WisconsinMarcus Omaha Ownership, LLC WisconsinMarcus RS, LLC WisconsinMarcus SCHIL, LLC WisconsinMarcus Skirvin, Inc. WisconsinMarcus SPB, LLC WisconsinMarcus W, LLC Wisconsin

MH Exchange Holdings, LLC WisconsinMilwaukee City Center, LLC WisconsinPfister, LLC WisconsinResort Missouri, LLC DelawareRush Ontario, LLC Delaware

Marcus Midwest, LLC is the sole member of the following limited liability company:

Name State of OrganizationMMT Lapagava, LLC Wisconsin

Marcus Omaha Ownership, LLC is a 10% member of the following limited liability company:

Name State of OrganizationCapitol District Hotel, LLC Nebraska

Marcus Restaurants, Inc. owns all of the equity in the following entities:

Name State of OrganizationCafé Refreshments, Inc. WisconsinCaptains-Kenosha, Inc. WisconsinColony Inns Restaurant Corporation Wisconsin

Marcus Skirvin, Inc. is a 60% member of the following limited liability company:

Name State of OrganizationSkirvin Partners, LLC Oklahoma

Marcus Theatres Corporation owns all of the equity in the following entities:

Name State of OrganizationFamily Entertainment, LLC WisconsinMarcus Cinemas of Minnesota and Illinois, Inc. IllinoisMarcus Cinemas of Ohio, LLC WisconsinMarcus Midwest, LLC WisconsinMarcus Theatre Management, LLC WisconsinNebraska Entertainment, Inc. NebraskaP-Corn Acquisitions, LLC MissouriP-Corn Acquisitions of Minnesota and Illinois, LLC WisconsinP-Corn Acquisitions of Missouri Corporation Missouri

MH Exchange Holdings, LLC is the sole member of the following limited liability company:

Name State of OrganizationMH Exchange, LLC Wisconsin

Exhibit 22

Subsidiary Guarantors

Each of the following subsidiaries of The Marcus Corporation, a Wisconsin corporation (the “Company”), has fully guaranteed each ofthe debt securities of the Company listed below.

Subsidiary Guarantors

B & G SUN PRAIRIE, LLCB&G REALTY, LLCBROOKFIELD CORNERS DEVELOPMENT, LLCCAFE REFRESHMENTS, INC.CAPTAINS-KENOSHA, INC.CENTURY LAKES WP CINEMA, LLC COLONY INNS RESTAURANT CORPORATIONCORNERS OF BROOKFIELD, LLCEFAH, LLCFAMILY ENTERTAINMENT, LLCFIRST AMERICAN FINANCE CORPORATIONGRAND GENEVA, LLCGRAYDIENT CREATIVE, LLCGS HOLDINGS, INC.HOSPITALITAS INDEMNITY, INC.INTERNATIONAL EXPORTS CHICAGO, LLCINTERNATIONAL EXPORTS, LLCMARCUS BIS PARTNERS, LLCMARCUS BIS, LLCMARCUS BLOOMINGTON, LLCMARCUS CINEMAS OF MINNESOTA AND ILLINOIS, INC.MARCUS CINEMAS OF OHIO, LLCMARCUS CINEMAS OF WISCONSIN, LLCMARCUS CONSID, LLCMARCUS DEVELOPMENT, LLCMARCUS EL PASO, LLCMARCUS FRANKLIN, LLCMARCUS HOTELS ASSOCIATES, INC.MARCUS HOTELS HOSPITALITY, LLCMARCUS HOTELS, INC.MARCUS HOUSTON, LLCMARCUS LINCOLN HOTEL, LLCMARCUS LINCOLN, LLCMARCUS MANAGEMENT LAS VEGAS, LLCMARCUS MARYLAND, LLCMARCUS MIDWEST, LLCMARCUS MURIETA, LLCMARCUS NORTH HOLLYWOOD, LLCMARCUS NORTHSTAR, INC.MARCUS OMAHA, LLCMARCUS RESTAURANTS, INC.MARCUS RS, LLCMARCUS SCHIL, LLC

MARCUS SKIRVIN, INC.MARCUS SOUTHPORT, LLCMARCUS SOUTHRIDGE DEVELOPMENT, LLCMARCUS SPB, LLCMARCUS THEATRES MANAGEMENT, LLCMARCUS THEATRES CORPORATIONMARCUS W, LLCMCS CAPITAL, LLCMH EXCHANGE HOLDINGS, LLCMH EXCHANGE III, LLCMH EXCHANGE IV, LLCMH EXCHANGE V, LLCMH EXCHANGE VI, LLCMH EXCHANGE, LLCMILWAUKEE CITY CENTER, LLCMMT LAPAGAVA, LLCMMT TEXNY, LLCMOORHEAD GREEN, LLCNEBRASKA ENTERTAINMENT, INC.PARKWOOD WESTPOINT PLAZA, LLCP-CORN ACQUISITIONS OF MINNESOTA AND ILLINOIS, LLCP-CORN ACQUISITIONS MISSOURI CORPORATIONP-CORN ACQUISITIONS, LLCPLATINUM CONDOMINIUM DEVELOPMENT, LLCPLATINUM HOLDINGS LAS VEGAS, LLCRESORT MISSOURI, LLCRUSH ONTARIO, LLCSAFARI MADISON, LLCSAUK RAPIDS CINEMA, LLCSHIP, LLCSPRINGDALE 2006, LLC

Debt Securities of the Company Guaranteed by each of the Subsidiary Guarantors:

4.02% Senior Notes due August 20254.32% Senior Notes due February 2027

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 033-63299, 333-93345, 333-140103 and 333-177573 on Form S-8 andRegistration Statement Nos. 333-11221, 333-67594, 333-227217 and 333-229467 on Form S-3 of our reports dated March 5, 2021, relating to thefinancial statements of The Marcus Corporation (the “Company”) and the effectiveness of the Company’s internal control over financial reportingappearing in this Annual Report on Form 10-K for the year ended December 31, 2020.

/s/ Deloitte & Touche LLP

Milwaukee, WisconsinMarch 5, 2021

Exhibit 31.1

Certification of Chief Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Gregory S. Marcus, certify that:

1. I have reviewed this Annual Report on Form 10-K of The Marcus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present inall material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented inthis report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this reportbased on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and reportfinancial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

DATE: March 5, 2021

By: /s/ Gregory S. Marcus Gregory S. Marcus,

President and Chief Executive Officer

Exhibit 31.2

Certification of Chief Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Douglas A. Neis, certify that:

1. I have reviewed this Annual Report on Form 10-K of The Marcus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present inall material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented inthis report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this reportbased on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and reportfinancial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

DATE: March 5, 2021

By: /s/ Douglas A. Neis Douglas A. Neis,

Executive Vice President, Chief FinancialOfficer and Treasurer

Exhibit 32

Written Statement of the Chief Executive Officerand the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, we, the undersigned President and Chief Executive Officer and ExecutiveVice President, Chief Financial Officer and Treasurer of The Marcus Corporation (the “Company”), hereby certify, based on ourknowledge, that the Annual Report on Form 10-K of the Company for the year ended December 31, 2020 (the “Report”) fully complieswith the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairlypresents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gregory S. Marcus Gregory S. MarcusPresident and Chief Executive Officer

/s/ Douglas A. Neis Douglas A. NeisExecutive Vice President, Chief Financial Officer and Treasurer

DATE: March 5, 2021