primo-libortransitioname






Execution Version    #94879280v8   LIBOR TRANSITION AMENDMENT  THIS LIBOR TRANSITION AMENDMENT (this “Agreement”), dated as of September 23,  2021 (the “Amendment Effective Date”), is entered into among PRIMO WATER CORPORATION, a  corporation organized under the federal laws of Canada (the “Parent Borrower”), and BANK OF  AMERICA, N.A., as administrative agent (the “Administrative Agent”).    RECITALS  WHEREAS, the Parent Borrower, the Subsidiary Borrowers from time to time party thereto, the  lenders from time to time party thereto (the “Lenders”), the other parties from time to time party thereto  and Bank of America, N.A., as Administrative Agent and Collateral Agent, have entered into that certain  Credit Agreement dated as of March 6, 2020 (as amended, modified, extended, restated, replaced, or  supplemented from time to time, the “Credit Agreement”); and  WHEREAS, certain loans and/or other extensions of credit (the “Loans”) under the Credit  Agreement denominated in Sterling and Euros (collectively, the “Impacted Currencies”) incur or are  permitted to incur interest, fees, commissions or other amounts based on the London Interbank Offered  Rate as administered by the ICE Benchmark Administration (“LIBOR”) in accordance with the terms of  the Credit Agreement;  WHEREAS, the Administrative Agent and the Parent Borrower have determined in accordance  with the Credit Agreement that LIBOR for the Impacted Currencies should be replaced with a successor  rate in accordance with the Credit Agreement and, in connection therewith, the Administrative Agent has  determined in consultation with the Parent Borrower that certain conforming changes are necessary or  advisable.  NOW, THEREFORE, in consideration of the premises and the mutual covenants contained  herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto agree as follows:  1.  Defined Terms.  Capitalized terms used herein but not otherwise defined herein  (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit  Agreement, as amended by this Agreement.  2. Agreement.  Notwithstanding any provision of the Credit Agreement or any other  document related thereto (the “Loan Documents”) to the contrary, the parties hereto hereby agree that the  terms set forth on Appendix A shall apply to the Impacted Currencies.  For the avoidance of doubt, to the  extent provisions in the Credit Agreement apply to the Impacted Currencies and such provisions are not  specifically addressed by Appendix A, the provisions in the Credit Agreement shall continue to apply to  the Impacted Currencies.    3. Conflict with Loan Documents.  In the event of any conflict between the terms of this  Agreement and the terms of the Credit Agreement or the other Loan Documents, the terms hereof shall  control.   4. Conditions Precedent.  This Agreement shall become effective upon receipt by the  Administrative Agent of counterparts of this Agreement, properly executed by the Parent Borrower and  the Administrative Agent.  





 






2    #94879280v8   5. Payment of Expenses.  The Parent Borrower agrees to reimburse the Administrative  Agent for all reasonable fees, charges and disbursements of the Administrative Agent in connection with  the preparation, execution and delivery of this Agreement, including all reasonable fees, charges and  disbursements of counsel to the Administrative Agent (paid directly to such counsel if requested by the  Administrative Agent).  6. Miscellaneous.  (a) The Loan Documents, and the obligations of the Parent Borrower under the Loan  Documents, are hereby ratified and confirmed and shall remain in full force and effect according  to their terms.  This Agreement is a Loan Document.  (b) The Parent Borrower (i) acknowledges and consents to all of the terms and  conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents, (iii)  agrees that this Agreement and all documents executed in connection herewith do not operate to  reduce or discharge its obligations under the Loan Documents, (iv) agrees that the Collateral  Documents continue to be in full force and effect and are not impaired or adversely affected in any  manner whatsoever, (v) confirms its grant of security interests pursuant to the Collateral Documents  to which it is a party as Collateral for the Obligations, and (vi) acknowledges that all Liens granted  (or purported to be granted) pursuant to the Collateral Documents remain and continue in full force  and effect in respect of, and to secure, the Obligations.   (c) The Parent Borrower represents and warrants that:  (i) The execution, delivery and performance by such Person of this  Agreement is within such Person’s organizational powers and has been duly authorized  by all necessary organizational, partnership, member or other action, as applicable, as  may be necessary or required.  (ii) This Agreement has been duly executed and delivered by such Person,  and constitutes a legal, valid and binding obligation of such Person, enforceable against it  in accordance with the terms hereof, except as may be limited by applicable bankruptcy,  insolvency, reorganization, moratorium, or similar laws affecting the enforcement of  creditors’ rights generally and by general principles of equity.  (iii) The execution and delivery by such Person of this Agreement and  performance by such Person of this Agreement have been duly authorized by all  necessary corporate or other organizational action, and do not and will not (i) contravene  the terms of its certificate or articles of incorporation or organization or other applicable  constitutive documents, (ii) conflict with or result in any breach or contravention of, or  the creation of any lien under, or require any payment to be made under (x) any  contractual obligation to which such Person is a party or affecting such Person or the  properties of such Person or any subsidiary thereof or (y) any order, injunction, writ or  decree of any governmental authority or any arbitral award to which such Person or any  subsidiary thereof or its property is subject or (c) violate any law.  (iv) Before and after giving effect to this Agreement, (A) all representations  and warranties of such Person set forth in the Loan Documents are true and correct in all  material respects (and in all respects if any such representation or warranty is already  qualified by materiality (after giving effect to such materiality qualification)) on and as of  the Amendment Effective Date (except to the extent that such representations and  





 






3    #94879280v8   warranties specifically refer to an earlier date, in which case they were true and correct in  all material respects (and in all respects if any such representation or warranty is already  qualified by “materiality,” “Material Adverse Effect” or similar language (after giving  effect to such materiality qualification)) as of such earlier date), and (B) no Default  exists.  (d) This Agreement may be in the form of an electronic record (in “.pdf” form or  otherwise) and may be executed using electronic signatures, which shall be considered as  originals and shall have the same legal effect, validity and enforceability as a paper record.  This  Agreement may be executed in as many counterparts as necessary or convenient, including both  paper and electronic counterparts, but all such counterparts shall be one and the same  Agreement.  For the avoidance of doubt, the authorization under this paragraph may include,  without limitation, use or acceptance by the Administrative Agent of a manually signed  Agreement which has been converted into electronic form (such as scanned into “.pdf” format),  or an electronically signed Agreement converted into another format, for transmission, delivery  and/or retention.    (e) Any provision of this Agreement held to be illegal, invalid or unenforceable in  any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality,  invalidity or unenforceability without affecting the legality, validity or enforceability of the  remaining provisions hereof and the illegality, invalidity or unenforceability of a particular  provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in  any other jurisdiction.  (f) The terms of the Credit Agreement with respect to governing law, submission to  jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis  mutandis, and the parties hereto agree to such terms.  [remainder of page intentionally left blank]    





 






[Signature page to LIBOR Transition Amendment]  Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and  delivered as of the date first above written.  PARENT BORROWER: PRIMO WATER CORPORATION, as  Parent Borrower  By:  Name: Shane Perkey Title:  Treasurer 





 






[Signature page to LIBOR Transition Amendment]  UADMINISTRATIVE AGENTU: BANK OF AMERICA, N.A.,  as Administrative Agent  By:       Name:  Title:      Elizabeth Uribe Assistant Vice President 





 






    #94879280v8   Appendix A    TERMS APPLICABLE TO ALTERNATIVE CURRENCY LOANS    1. Defined Terms.  The following terms shall have the meanings set forth below:   “Administrative Agent’s Office” means, with respect to any currency, the Administrative  Agent’s address and, as appropriate, account specified in the Credit Agreement with respect to  such currency, or such other address or account with respect to such currency as the  Administrative Agent may from time to time notify the Parent Borrower and the Lenders.  “Alternative Currency” means each of the following currencies: Sterling and Euros.    “Alternative Currency Daily Rate” means, for any day, with respect to any extension of  credit under the Credit Agreement denominated in Sterling, the rate per annum equal to SONIA  determined pursuant to the definition thereof plus the SONIA Adjustment; provided, that, if any  Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for  purposes of this Agreement.  Any change in an Alternative Currency Daily Rate shall be effective  from and including the date of such change without further notice.  “Alternative Currency Daily Rate Loan” means a Loan that bears interest at a rate based  on the definition of “Alternative Currency Daily Rate.”  All Alternative Currency Daily Rate  Loans must be denominated in an Alternative Currency.  “Alternative Currency Loan” means an Alternative Currency Daily Rate Loan or an  Alternative Currency Term Rate Loan, as applicable.  “Alternative Currency Term Rate” means, for any Interest Period, with respect to any  extension of credit under the Credit Agreement denominated in Euros, the rate per annum equal  to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters screen  page (or such other commercially available source providing such quotations as may be  designated by the Administrative Agent from time to time) on the day that is two (2) TARGET  Days (as defined in the Credit Agreement) preceding the first day of such Interest Period with a  term equivalent to such Interest Period; provided, that, if any Alternative Currency Term Rate  shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.  “Alternative Currency Term Rate Loan” means a Loan that bears interest at a rate based  on the definition of “Alternative Currency Term Rate.”  All Alternative Currency Term Rate  Loans must be denominated in an Alternative Currency.     “Applicable Rate” means the Applicable Rate as defined in the Credit Agreement.  “Base Rate” means the Base Rate as defined in the Credit Agreement.  “Base Rate Loans” means a Loan that bears interest at a rate based on the Base Rate.  “Borrowing” means a Borrowing as defined in the Credit Agreement.  “Business Day” means any day other than a Saturday, Sunday or other day on which  commercial banks are authorized or required to close under the laws of, or are in fact closed in,  the state where the Administrative Agent’s Office is located; provided that  





 






    #94879280v8   (a) if such day relates to any interest rate settings as to an Alternative  Currency Loan denominated in Euros, any fundings, disbursements, settlements and  payments in Euros in respect of any such Alternative Currency Loan, or any other  dealings in Euros to be carried out pursuant to this Agreement in respect of any such  Alternative Currency Loan, means a Business Day that is also a TARGET Day (as  defined in the Credit Agreement);  (b) if such day relates to any interest rate settings as to an Alternative  Currency Loan denominated in Sterling, means a day other than a day banks are closed  for general business in London because such day is a Saturday, Sunday or a legal holiday  under the laws of the United Kingdom; and  (c) if such day relates to any fundings, disbursements, settlements and  payments in a currency other than Euro in respect of an Alternative Currency Loan  denominated in a currency other than Euro, or any other dealings in any currency other  than Euro to be carried out pursuant to this Agreement in respect of any such Alternative  Currency Loan (other than any interest rate settings), means any such day on which banks  are open for foreign exchange business in the principal financial center of the country of  such currency.  “Committed Loan Notice” means a Committed Loan Notice as defined in the Credit  Agreement, and such term shall be deemed to include the Committed Loan Notice attached hereto  as Exhibit A.  “Conforming Changes” means, with respect to the use, administration of or any  conventions associated with SONIA, EURIBOR or any proposed Successor Rate for any  currency, any conforming changes to the definitions of “SONIA”, “EURIBOR”, “Interest  Period”, timing and frequency of determining rates and making payments of interest and other  technical, administrative or operational matters (including, for the avoidance of doubt, the  definition of “Business Day”, timing of borrowing requests or prepayment, conversion or  continuation notices and length of lookback periods) as may be appropriate, in the discretion of  the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s)  and to permit the administration thereof by the Administrative Agent in a manner substantially  consistent with market practice for such currency (or, if the Administrative Agent determine that  adoption of any portion of such market practice is not administratively feasible or that no market  practice for the administration of such rate for such currency exists, in such other manner of  administration as the Administrative Agent determine is reasonably necessary in connection with  the administration of this Agreement and any other Loan Document in consultation with the  Parent Borrower).  “Dollar Equivalent” means the Dollar Equivalent as defined in the Credit Agreement.  “EURIBOR” has the meaning assigned to such term in the definition of “Alternative  Currency Term Rate”.  “Eurocurrency Rate” means Eurocurrency Rate as defined in the Credit Agreement.  “Eurocurrency Rate Loans” means a Loan that bears interest at a rate based on the  Eurocurrency Rate.  





 






    #94879280v8   “Interest Payment Date” means, (a) as to any Alternative Currency Daily Rate Loan, the  15th day of each month and the applicable maturity date set forth in the Credit Agreement and (b)  as to any Alternative Currency Term Rate Loan, the last day of each Interest Period applicable to  such Loan; provided, however, that if any Interest Period for an Alternative Currency Term Rate  Loan exceeds three months, the respective dates that fall every three months after the beginning  of such Interest Period shall also be Interest Payment Dates.  “Interest Period” means as to each Alternative Currency Term Rate Loan, the period  commencing on the date such Alternative Currency Term Rate Loan is disbursed or converted to  or continued as an Alternative Currency Term Rate Loan and ending on the date one, three or six  months thereafter (in each case, subject to availability for the interest rate applicable to the  relevant currency), as selected by the Parent Borrower in its Committed Loan Notice, or such  other period that is twelve months or less requested by the Parent Borrower and consented to by  all the Lenders; provided that:  (a) any Interest Period that would otherwise end on a day that is not a  Business Day shall be extended to the next succeeding Business Day unless, in the case  of an Alternative Currency Term Rate Loan, such Business Day falls in another calendar  month, in which case such Interest Period shall end on the next preceding Business Day;  (b) any Interest Period pertaining to an Alternative Currency Term Rate  Loan that begins on the last Business Day of a calendar month (or on a day for which  there is no numerically corresponding day in the calendar month at the end of such  Interest Period) shall end on the last Business Day of the calendar month at the end of  such Interest Period; and  (c) no Interest Period shall extend beyond the applicable maturity date set  forth in the Credit Agreement.  “Relevant Rate” means, with respect to any Loan denominated in (a) Sterling, SONIA,  and (b) Euros, EURIBOR, as applicable.    “Required Lenders” means the Required Lenders and the Required Revolving Credit  Lenders as defined in the Credit Agreement.  “SONIA” means, with respect to any applicable determination date, the Sterling  Overnight Index Average Reference Rate published on the fifth Business Day preceding such  date on the applicable Reuters screen page (or such other commercially available source  providing such quotations as may be designated by the Administrative Agent from time to time);  provided however that if such determination date is not a Business Day, SONIA means such rate  that applied on the first Business Day immediately prior thereto.  “SONIA Adjustment” means, with respect to SONIA, 0.0326% per annum.  “Successor Rate” means the Successor Rate as defined in the Credit Agreement.  “Type” means, with respect to a Loan, its character as a Base Rate Loan, a Eurocurrency  Rate Loan, an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan.  2. Terms Applicable to Alternative Currency Loans.  From and after the Amendment  Effective Date, the parties hereto agree as follows:  





 






    #94879280v8   (a) Alternative Currencies.  (i) No Alternative Currency shall be considered a  currency for which there is a published LIBOR rate, and (ii) any request for a new Loan  denominated in an Alternative Currency, or to continue an existing Loan denominated in an  Alternative Currency, shall be deemed to be a request for a new Loan bearing interest at the  Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable; provided,  that, to the extent any Loan bearing interest at the Eurocurrency Rate is outstanding on the  Amendment Effective Date, such Loan shall continue to bear interest at the Eurocurrency Rate  until the end of the current Interest Period or payment period applicable to such Loan unless, in  the case of a Loan that bears interest at a daily floating rate, such daily floating rate is no longer  representative or being made available, in which case such Loan shall bear interest at the  applicable Alternative Currency Rate immediately upon the effectiveness of this Agreement.  (b)  References to Eurocurrency Rate and Eurocurrency Rate Loans in the Credit  Agreement and Loan Documents.    (i)  References to the Eurocurrency Rate and Eurocurrency Rate Loans in  provisions of the Credit Agreement and the other Loan Documents that are not  specifically addressed herein (other than the definitions of Eurocurrency Rate and  Eurocurrency Rate Loan) shall be deemed to include Alternative Currency Daily Rates,  Alternative Currency Term Rates, and Alternative Currency Loans, as applicable.  (ii)  For purposes of any requirement for any Borrower to compensate  Lenders for losses in the Credit Agreement resulting from any continuation, conversion,  payment or prepayment of any Alternative Currency Loan on a day other than the last  day of any Interest Period (as defined in the Credit Agreement), references to the Interest  Period (as defined in the Credit Agreement) shall be deemed to include any relevant  interest payment date or payment period for an Alternative Currency Loan.  (c)   Interest Rates.  The Administrative Agent does not warrant, nor accept  responsibility, nor shall the Administrative Agent have any liability with respect to the  administration, submission or any other matter related to the rates in the definition of “Alternative  Currency Daily Rate”, “Alternative Currency Term Rate” or with respect to any rate (including,  for the avoidance of doubt, the selection  of such rate and any related spread or other adjustment)  that is an alternative or replacement for or successor to any such rate or the effect of any of the  foregoing, or of any Conforming Changes.  (d) Borrowings and Continuations of Alternative Currency Loans.  In addition  to any other borrowing requirements set forth in the Credit Agreement:  (i) Alternative Currency Loans.  Each Borrowing of Alternative Currency  Loans, and each continuation of an Alternative Currency Term Rate Loan shall be made  upon the Parent Borrower’s irrevocable notice to the Administrative Agent, which may  be given by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic  notice must be confirmed promptly by delivery to the Administrative Agent of a  Committed Loan Notice. Each such Committed Loan Notice must be received by the  Administrative Agent not later than 12:00 noon three (3) Business Days (or five (5)  Business Days in the case of a Special Notice Currency) prior to the requested date of any  Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation;  provided, however, that if the Borrower wishes to request Alternative Currency Term  Rate Loans having an Interest Period other than one, three or six months in duration as  provided in the definition of “Interest Period,” the applicable notice must be received by  





 






    #94879280v8   the Administrative Agent not later than 12:00 noon five (5) Business Days (or six (6)  Business Days in the case of a Special Notice Currency) prior to the requested date of  such Borrowing or continuation of Alternative Currency Term Rate Loans, whereupon  the Administrative Agent shall give prompt notice to the Lenders of such request and  determine whether the requested Interest Period is acceptable to all of them.  Not later  than 12:00 noon, four (4) Business Days (or five (5) Business Days in the case of a  Special Notice Currency) prior to the requested date of such Borrowing or continuation  of Alternative Currency Term Rate Loans, the Administrative Agent shall notify the  Parent Borrower (which notice may be by telephone) whether or not the requested  Interest Period has been consented to by all the Lenders.  Each Borrowing of or  continuation of Alternative Currency Loans shall be in a principal amount of the Dollar  Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in  excess thereof.  Each Committed Loan Notice shall specify (i) whether the applicable  Borrower is requesting a Borrowing or a continuation of Alternative Currency Term Rate  Loans, (ii) the requested date of the Borrowing or continuation, as the case may be  (which shall be a Business Day), (iii) the currency and principal amount of Loans to be  borrowed or continued, (iv) the Type of Loans to be borrowed and (v) if applicable, the  duration of the Interest Period with respect thereto.  If the Parent Borrower fails to  specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested  shall be made in Dollars.  If the Parent Borrower fails to specify a Type of Loan in a  Committed Loan Notice or fails to give a timely notice requesting a continuation, then  the applicable Loans shall be made as Base Rate Loans denominated in Dollars;  provided, however, that in the case of a failure to timely request a continuation of  Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative  Currency Term Rate Loans in their original currency with an Interest Period of one (1)  month.  If the Parent Borrower requests a Borrowing of or continuation of Alternative  Currency Term Rate Loans in any such Committed Loan Notice, but fails to specify an  Interest Period, it will be deemed to have specified an Interest Period of one (1) month.  For the avoidance of doubt, the Borrowers and Lenders acknowledge and agree that any  conversion or continuation of an existing Loan shall be deemed to be a continuation of  that Loan with a converted interest rate methodology and not a new Loan. Except as  otherwise specified in the Credit Agreement, no Alternative Currency Loan may be  converted into or continued as a Loan denominated in a different currency, but instead  must be repaid in the original currency of such Alternative Currency Loan and  reborrowed in the other currency.   (ii) Conforming Changes.  With respect to any Alternative Currency Rate,  the Administrative Agent will have the right to make Conforming Changes from time to  time and, notwithstanding anything to the contrary herein, in the Credit Agreement or in  any other Loan Document, any amendments implementing such Conforming Changes  will become effective without any further action or consent of any other party to this  Agreement, the Credit Agreement or any other Loan Document; provided, that, with  respect to any such amendment effected, the Administrative Agent shall post each such  amendment implementing such Conforming Changes to the Parent Borrower and the  Lenders reasonably promptly after such amendment becomes effective.   (iii) Committed Loan Notice. For purposes of a Borrowing of Alternative  Currency Loans, or a continuation of and Alternative Currency Term Rate Loan, the  Parent Borrower shall use the Committed Loan Notice attached hereto as Exhibit A.  (e) Interest.    





 






    #94879280v8    (i) Subject to the provisions of the Credit Agreement with respect to Default  Interest (as defined in the Credit Agreement), (x) each Alternative Currency Daily Rate  Loan shall bear interest on the outstanding principal amount thereof from the applicable  borrowing date at a rate per annum equal to the Alternative Currency Daily Rate plus the  Applicable Rate; and (y) each Alternative Currency Term Rate Loan shall bear interest  on the outstanding principal amount thereof for each Interest Period at a rate per annum  equal to the Alternative Currency Term Rate for such Interest Period plus the Applicable  Rate.   (ii) Interest on each Alternative Currency Loan shall be due and payable in  arrears on each Interest Payment Date applicable thereto and at such other times as may  be specified the Credit Agreement.  Interest hereunder shall be due and payable in  accordance with the terms hereof before and after judgment, and before and after the  commencement of any proceeding under any Debtor Relief Law (as defined in the Credit  Agreement).  (f)  Computations.  All computations of interest for Alternative Currency Loans shall  be made on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366)  days, as the case may be, and actual days elapsed, or, in the case of interest in respect of  Alternative Currency Loans as to which market practice differs from the foregoing, in accordance  with such market practice.  Interest shall accrue on each Alternative Currency Loans for the day  on which the Alternative Currency Loans is made, and shall not accrue on an Alternative  Currency Loans, or any portion thereof, for the day on which the Alternative Currency Loans or  such portion is paid, provided that any Alternative Currency Loans that is repaid on the same day  on which it is made shall, subject to the terms of the Credit Agreement, bear interest for one (1)  day.  Each determination by the Administrative Agent of an interest rate or fee hereunder shall be  conclusive and binding for all purposes, absent manifest error.  (g) Successor Rates.  The provisions in the Credit Agreement addressing the replacement of  a current Successor Rate for a currency shall be deemed to apply to Alternative Currency Loans and  SONIA and EURIBOR, as applicable, and the related defined terms shall be deemed to include  Sterling and Euros and SONIA and EURIBOR, as applicable.    





 






    #94879280v8     Exhibit A    FORM OF COMMITTED LOAN NOTICE  (Alternative Currency Loans)  Date:  ___________, _____1  To: Bank of America, N.A., as Administrative Agent    Ladies and Gentlemen:    Reference is made to that certain Credit Agreement, dated as of March 6, 2020 (as amended, restated,  extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the  terms defined therein being used herein as therein defined), among Primo Water Corporation, a  corporation organized under the federal laws of Canada, Cott Holdings Inc., a Delaware corporation,  Eden Springs Nederland B.V., a private limited liability company incorporated under the laws of the  Netherlands, having its corporate seat in Rotterdam, the Netherlands, registered with the Dutch Chamber  of Commerce under number 27198876, certain Subsidiaries of Parent Borrower designated as Subsidiary  Borrowers pursuant to Section 2.18 thereof (each of the foregoing, a “Borrower”), the Lenders from time  to time party thereto, the other parties from time to time party thereto and Bank of America, N.A., as  Administrative Agent and Collateral Agent.    The undersigned hereby requests (select one)2:    Revolving Credit Facility    Indicate:  Borrowing,  Conversion or  Continuation  Indicate:  Borrower  Name  Indicate:  Requested  Amount  Indicate:  Currency  Indicate:  Alternative  Currency Daily  Rate Loan or  Alternative  Currency Term  Rate Loan  For Alternative  Currency Term  Rate Loans,  Indicate:    Interest Period  (e.g., 1, 3 or 6  month interest  period)                         Term Loans                                                    1 Note to Borrower.  All requests submitted under a single Committed Loan Notice must be effective on the same  date.  If multiple effective dates are needed, multiple Committed Loan Notices will need to be prepared and signed.  2 Note to Borrower.  For multiple borrowings, conversions and/or continuations for a particular facility, fill out a  new row for each borrowing/conversion and/or continuation.  





 






    #94879280v8   Indicate:  Borrowing,  Conversion or  Continuation  Indicate:  Borrower  Name  Indicate:  Requested  Amount  Indicate:  Currency  Indicate:  Alternative  Currency Daily  Rate Loan or  Alternative  Currency Term  Rate Loan  For Alternative  Currency Term  Rate Loans,  Indicate:    Interest Period  (e.g., 1, 3 or 6  month interest  period)                         The Borrowing, if any, requested herein complies with the requirements set forth in the Credit  Agreement.  [BORROWER]  By:   Name:  [Type Signatory Name]  Title:  [Type Signatory Title]