Exhibit 10.5

 



Execution   Version £3,315,000,000 BRIDGE CREDIT AGREEMENT among BOSTON SCIENTIFIC   CORPORATION, as Borrower, The Several Lenders from Time to Time Parties   Hereto, BARCLAYS BANK PLC, as Administrative Agent Dated as of November 20,   2018 BARCLAYS BANK PLC, as Sole Lead Arranger and Sole Bookrunner,   Active.28128860.17 


    




 










TABLE OF   CONTENTS Page SECTION 1   DEFINITIONS............................................................................................................1   1.1. 1.2. Defined Terms   .........................................................................................................1   Other Definitional Provisions   ................................................................................27   SECTION 2 AMOUNT AND TERMS OF COMMITMENTS   ....................................................27 2.1. 2.2. 2.3. 2.4.   2.5. 2.6. Commitments   .........................................................................................................27   Procedure for Borrowing .......................................................................................28   Fees   ........................................................................................................................29   Termination or Reduction of Commitments ..........................................................29   Repayment of Loans   ..............................................................................................30   Defaulting   Lenders.................................................................................................30   SECTION 3 CERTAIN PROVISIONS APPLICABLE TO THE LOANS   ..................................32 3.1. 3.2. 3.3. 3.4. 3.5. 3.6. 3.7. 3.8.   3.9. 3.10. 3.11. 3.12. 3.13. Optional and Mandatory Reductions in Commitments   and Prepayments .............32 Conversion and Continuation   Options...................................................................34   Minimum Amounts and Maximum Number of Tranches   .....................................35 Interest Rates and Payment   Dates..........................................................................35   Computation of Interest and Fees   ..........................................................................35   Inability to Determine Interest   Rate.......................................................................36   Pro Rata Treatment and Payments   .........................................................................37   Illegality   .................................................................................................................38   Requirements of Law   .............................................................................................38   Taxes   ......................................................................................................................39   Indemnity ...............................................................................................................44   Change of Lending Office; Removal of Lender   ....................................................44 Evidence of   Debt....................................................................................................44   SECTION 4 REPRESENTATIONS AND   WARRANTIES.........................................................45 4.1.   4.2. 4.3. 4.4. 4.5. 4.6. 4.7. 4.8. 4.9. Financial   Condition................................................................................................45   Corporate Existence; Compliance with Law   .........................................................46 Corporate Power;   Consents and Authorization; Enforceable Obligations ............46 No Legal   Bar   ..........................................................................................................46   No   Default..............................................................................................................47   Taxes ......................................................................................................................47   Federal Regulations   ...............................................................................................47   ERISA ....................................................................................................................47   Investment Company Act; Other Regulations   .......................................................47 - i -   Active.28128860.17 


    




 










TABLE OF   CONTENTS (continued) Page 4.10. 4.11. 4.12. 4.13. 4.14. 4.15. 4.16. Purpose   of   Loans....................................................................................................48   Environmental Matters...........................................................................................48   Disclosure   ..............................................................................................................49   No Change .............................................................................................................49   No Material Litigation   ...........................................................................................49   Anti-Corruption Laws and   Sanctions.....................................................................49   Scheme Documents and Related Documents   ........................................................49 SECTION 5   CONDITIONS PRECEDENT   ..................................................................................50   5.1. 5.2. 5.3. 5.4. Conditions to Effective   Date..................................................................................50   Closing   Date...........................................................................................................51   Borrowing Date......................................................................................................53   Actions by Lenders During Certain Funds Period   .................................................54 SECTION 6 AFFIRMATIVE   COVENANTS...............................................................................55   6.1. 6.2. 6.3. 6.4. 6.5. 6.6. 6.7. 6.8. 6.9. Financial Statements   ..............................................................................................55   Certificates; Other Information..............................................................................56   Payment of   Obligations..........................................................................................57   Conduct of Business and Maintenance of Existence .............................................57   Maintenance of Property; Insurance   ......................................................................57   Inspection of Property; Books and Records; Discussions   .....................................57 Notices ...................................................................................................................57   The Scheme, Takeover Offer and Related   Matters................................................58 Beneficial   Ownership Regulation ..........................................................................61   SECTION 7 NEGATIVE COVENANTS   .....................................................................................61   7.1. 7.2. 7.3. 7.4. 7.5. Financial Covenant   ................................................................................................61   Limitation on Liens   ................................................................................................61   Limitation on Indebtedness pursuant to Receivables Transactions   .......................62 Limitation on Fundamental Changes   .....................................................................62   Limitation on Indebtedness of Subsidiaries   ...........................................................63 SECTION 8   EVENTS OF DEFAULT ..........................................................................................63   SECTION 9 THE AGENTS   ..........................................................................................................66   9.1. 9.2. 9.3. 9.4. Appointment ..........................................................................................................66   Delegation of Duties   ..............................................................................................66   Exculpatory Provisions ..........................................................................................66   Reliance by Administrative Agent   .........................................................................67 -   ii - Active.28128860.17 


    




 










TABLE OF   CONTENTS (continued) Page 9.5. 9.6. 9.7. 9.8. 9.9. 9.10. 9.11. Notice of   Default....................................................................................................67   Non-Reliance on Administrative Agent and Other Lenders   ..................................67 Indemnification   ......................................................................................................68   Administrative Agent in Its Individual Capacity   ...................................................68 Successor   Administrative Agent ............................................................................69   The Lead Arranger   .................................................................................................69   Certain ERISA Matters ..........................................................................................69   SECTION 10 Reserved   ..................................................................................................................70   SECTION 11 MISCELLANEOUS ...............................................................................................70   11.1. 11.2. 11.3. 11.4. 11.5. 11.6. 11.7. 11.8. 11.9. 11.10. 11.11. 11.12.   11.13. 11.14. 11.15. 11.16. 11.17. 11.18. 11.19. 11.20. Amendments and   Waivers .....................................................................................70   Notices   ...................................................................................................................72   No Waiver; Cumulative Remedies   ........................................................................74   Survival of Representations and Warranties   ..........................................................74 Payment of   Expenses and   Taxes............................................................................74   Successors and Assigns; Participations and Assignments   .....................................75 Adjustments; Set-off   ..............................................................................................78   Counterparts ...........................................................................................................79   Severability   ............................................................................................................79   Integration ..............................................................................................................80   GOVERNING   LAW..............................................................................................80   Submission To Jurisdiction and   Waivers...............................................................80   Acknowledgements................................................................................................80   Confidentiality   .......................................................................................................81   Reserved.................................................................................................................82   Judgment   ................................................................................................................82   WAIVERS OF JURY TRIAL ...............................................................................82   USA Patriot Act Notice   .........................................................................................82   No Advisory or Fiduciary Responsibility ..............................................................82   Acknowledgement and Consent to Bail-In of EEA Financial Institutions   ............83 SCHEDULES Schedule I Schedule 7.2 Schedule 7.5 Names and   Commitments of Lenders Existing Liens Existing Subsidiary Indebtedness - iii   - Active.28128860.17 


    




 










TABLE OF   CONTENTS (continued) Page EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D   Form of Note Form of Closing Certificate Form of Opinion of Counsel to   Borrower Form of Assignment and Assumption Exhibit E-1 – E-4 U.S. Tax   Compliance Certificate Exhibit F Exhibit G [Reserved] Form of Prepayment   Notice - iv - Active.28128860.17 


    




 










BRIDGE CREDIT   AGREEMENT, dated as of November 20, 2018, among (i) BOSTON SCIENTIFIC   CORPORATION, a Delaware corporation (the “Borrower”), (ii) the several banks   and other financial institutions or entities from time to time parties hereto   (the “Lenders”), and (iii) BARCLAYS BANK PLC, as administrative agent for the   Lenders hereunder (in such capacity, the “Administrative Agent”). W I T N E S   S E T H: WHEREAS, the Borrower has requested that the Lenders make Loans (as   defined below) to the Borrower on the terms and conditions set forth herein;   and WHEREAS, the Lenders have agreed to make the Loans available upon the   terms and subject to the conditions set forth herein; NOW, THEREFORE, in   consideration of the premises, and of the mutual covenants and agreements   herein contained and other good and valuable consideration, receipt of which   is hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1   DEFINITIONS 1.1. Defined Terms. As used in this Agreement, the following   terms shall have the following meanings: “ABR”: for any day, a rate per annum   equal to the greatest of (a) the Prime Rate in effect on such day, (b) the   Federal Funds Effective Rate in effect on such day plus 1/2 of 1% per annum   and (c) the Eurocurrency Base Rate for a one month Interest Period on such   day (or if such day is not a Business Day, the immediately preceding Business   Day) plus 1% per annum. For purposes hereof: “Prime Rate” means the rate of   interest last quoted by The Wall Street Journal as the “Prime Rate” in the   U.S. or, if The Wall Street Journal ceases to quote such rate, the highest   per annum interest rate published by the Federal Reserve Board in Federal   Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank   prime loan” rate or, if such rate is no longer quoted therein, any similar   rate quoted therein (as determined by the Administrative Agent) or any   similar release by the Federal Reserve Board (as determined by the   Administrative Agent). Any change in the ABR due to a change in the Prime   Rate, the Federal Funds Effective Rate or the Eurocurrency Base Rate shall be   effective as of the opening of business on the effective day of such change   in the Prime Rate, the Federal Funds Effective Rate or the Eurocurrency Base   Rate, respectively. “ABR Loans”: Loans bearing interest based upon the ABR.   “Acceptance Condition”: in respect of a Takeover Offer, the condition to the   Takeover Offer with respect to the number of acceptances to the Takeover   Offer which must be secured to declare the Takeover Offer unconditional as to   acceptances. - 1 - Active.28128860.17 


    




 










“Accrued Legal   Liabilities”: any cash litigation costs, including judgments, orders, awards,   settlements and related legal costs, that are accrued prior to, and unpaid as   of, August 4, 2017. “Acquisition Co”: any wholly-owned direct or indirect   Subsidiary or Subsidiaries of the Borrower used to effectuate the Target   Acquisition. “Administrative Agent”: as defined in the preamble hereto.   “Affiliate”: as to any Person, any other Person (other than a Subsidiary)   which, directly or indirectly, is in control of, is controlled by, or is   under common control with, such Person. For purposes of this definition,   “control” of a Person means the power, directly or indirectly, either to (a)   vote 10% or more of the securities having ordinary voting power for the   election of directors of such Person or (b) direct or cause the direction of   the management and policies of such Person, whether by contract or otherwise.   “Agent Parties”: as defined in subsection 11.2(c). “Agents”: the collective   reference to the Administrative Agent, the Lead Arranger and the Bookrunner.   “Aggregate Exposure Percentage”: as defined in the definition of “Majority   Lenders.” “Agreement”: this Credit Agreement, as amended, amended and   restated, supplemented or otherwise modified from time to time. “Agreement   Currency”: as defined in subsection 11.16(b). “Alternative Offer”: as defined   in subsection 6.8(i). “Anti-Corruption Laws”: the United States Foreign   Corrupt Practices Act of 1977, as amended, and all similar laws, rules, and   regulations of any jurisdiction applicable to the Borrower or its   Subsidiaries prohibiting bribery or corruption. “Applicable Margin”: with   respect to each day for each Type of Loan, the rate per annum based on the   Ratings in effect on such day, as set forth under the relevant column heading   below: Rating Eurodollar Loans ABR Loans Rating I Rating II Rating III Rating   IV Rating V 0.875% 1.000% 1.125% 1.250% 1.625% 0.0% 0.0% 0.125% 0.250% 0.625%   provided, that, with respect to Tranche 1 Loans, the Applicable Margin of   each of the levels set forth above shall increase by 0.25% on the date that   is - 2 - Active.28128860.17 


    




 










90 days   following the Closing Date and by an additional 0.25% at the end of each   90-day period thereafter. “Applicable Screen Rate”: as defined in the   definition of “Impacted Interest Period”. “Asset Sale”: the sale or   Disposition of assets (including the sale of equity interests of any   Subsidiary of the Borrower or any Casualty Event) by the Borrower or any of   its Subsidiaries to any other Person. “Assignee”: as defined in subsection   11.6(c). “Bail-In Action”: the exercise of any Write-Down and Conversion   Powers by the applicable EEA Resolution Authority in respect of any liability   of an EEA Financial Institution. “Bail-In Legislation”: with respect to any   EEA Member Country implementing Article 55 of Directive 2014/59/EU of the   European Parliament and of the Council of the European Union, the   implementing law for such EEA Member Country from time to time which is   described in the EU Bail-In Legislation Schedule. “Bankruptcy Code”: the   Bankruptcy Code in Title 11 of the United States Code, as amended, modified,   succeeded or replaced from time to time. “Barclays”: Barclays Bank PLC.   “Beneficial Ownership Certification”: a certification regarding beneficial   ownership or control as required by the Beneficial Ownership Regulation.   “Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230. “Benefit Plan”: any   of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that   is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of   the Code to which Section 4975 of the Code applies and (c) any Person whose   assets include (for the purposes of the Plan Asset Regulations or otherwise   for purposes of Title I of ERISA or Section 4975 of the Code) the assets of   any such “employee benefit plan” or “plan”. “Benefited Lender”: as defined in   subsection 11.7. “Board”: the Board of Governors of the Federal Reserve   System. “Bookrunner”: Barclays, as Sole Lead Arranger and Sole Bookrunner for   this Agreement. “Borrower”: as defined in the preamble hereto. “Borrower Materials”:   as defined in subsection 6.2. “Borrowing”: Loans of the same Type and Class   made, converted or continued on the same date and, with respect to Eurodollar   Loans, as to which a single Interest Period is in effect. - 3 -   Active.28128860.17 


    




 










“Borrowing   Date”: any Business Day specified in a notice pursuant to subsection 2.2, as   a date on which the Borrower requests the Lenders to make Loans hereunder and   a Borrowing is made, subject to the satisfaction or waiver (in accordance   with subsection 11.1) of the conditions set forth in subsection 5.3.   “Business”: as defined in subsection 4.11(b). “Business Day”: a day other   than a Saturday, Sunday or other day on which commercial banks in New York   are authorized or required by law to close; provided that if such day relates   to any interest rate settings as to a Eurodollar Loan, any fundings,   disbursements, settlements and payments in respect of any such Eurodollar   Loan, or any other dealings to be carried out pursuant to this Agreement in   respect of any such Eurodollar Loan, then “Business Day” means any such day   that is also a London Banking Day. “Capital Lease Obligations”: as to any   Person, the obligations of such Person to pay rent or other amounts under any   lease of (or other arrangement conveying the right to use) real or personal   property, or a combination thereof, which obligations are required to be   classified and accounted for as capital leases on a balance sheet of such   Person under GAAP and, for the purposes of this Agreement, the amount of such   obligations at any time shall be the capitalized amount thereof at such time   determined in accordance with GAAP. “Capital Stock”: any and all shares,   interests, participations or other equivalents (however designated) of   capital stock of a corporation, any and all equivalent ownership interests in   a Person (other than a corporation) and any and all warrants or options to   purchase any of the foregoing. “Casualty Event”: (a) any damage to,   destruction of, or other casualty or loss involving, or (b) any seizure,   condemnation, confiscation or taking under the power of eminent domain of, or   any requisition of title or use of or relating to, or any similar event in   respect of, in each case, any property or any asset of the Borrower or its   Subsidiaries. “Certain Funds Default”: an Event of Default arising from any   of the following, with respect to the Borrower or any Acquisition Co (if any)   only, and not, for the avoidance of doubt (i) any member of the Target Group   or any Subsidiary of the Borrower (other than any Acquisition Co (if any) or   Material Subsidiary) or (ii) in respect of any obligation to procure any   action by any member of the Target Group: (a) subsection 8(a) as it relates   to the payment of principal, interest or other fees under this Agreement; (b)   subsection 8(b) as it relates to a Certain Funds Representation; (c)   subsection 8(c) as it relates to a failure to perform the covenants set forth   in subsection 6.4(b), subsection 6.8 (other than paragraphs (g), (h) and (l)   thereof), subsection 7.2 or subsection 7.4; - 4 - Active.28128860.17 


    




 










(d) subsection   8(d) as it relates to the failure of the Borrower to deposit the Net Proceeds   to be applied to the reduction of Commitments pursuant to clauses (i), (ii)   and (iii) of subsection 3.1(b) in a Segregated Account during the Certain   Funds Period; or (e) subsection 8(f), but excluding, in relation to   involuntary proceedings, any Event of Default caused by a frivolous or   vexatious action, proceeding or petition in respect of which no order or   decree in respect of such involuntary proceeding shall have been entered.   “Certain Funds Period”: the period commencing on the Effective Date and   ending at the Certain Funds Termination Time. “Certain Funds Purpose”: (a)   where the Target Acquisition proceeds by way of a Scheme: (i) payment   (directly or indirectly) of the cash price payable by the Borrower or any   Acquisition Co (if any) to the holders of the Scheme Shares in consideration   of such Scheme Shares being acquired by the Borrower or any Acquisition Co   (if any); (ii) repayment (directly or indirectly) of any loan notes issued by   the Borrower or any Acquisition Co (if any) to the holders of the Scheme   Shares in consideration for such Scheme Shares being acquired pursuant to the   Scheme; (iii) financing (directly or indirectly) the consideration payable to   holders of options to acquire Target Shares pursuant to any proposal in   respect of those options as required by the City Code; (iv) financing   (directly or indirectly) the repayment of any existing indebtedness of any   member of the Target Group; (v) financing (directly or indirectly) the making   of any close-out amount or other amount payable on termination of any hedging   arrangements of any member of the Target Group; and (vi) financing (directly   or indirectly) the fees, costs and expenses in respect of the Transactions   and any stamp duty and any other taxes payable in connection with the Target   Acquisition; or (b) where the Target Acquisition proceeds by way of a   Takeover Offer: (i) payment (directly or indirectly) of all or part of the   cash price payable by the Borrower or any Acquisition Co (if any) to the   holders of the Target Shares subject to the Takeover Offer in consideration   of the acquisition of such Target Shares pursuant to the Takeover Offer; - 5   - Active.28128860.17 


    




 










(ii) financing   (directly or indirectly) Squeeze-Out Payments; (iii) financing (directly or   indirectly) the consideration payable to holders of options to acquire Target   Shares pursuant to any proposal in respect of those options as required by   the City Code; (iv) financing (directly or indirectly) the repayment of any   existing indebtedness of any member of the Target Group; (v) financing   (directly or indirectly) the making of any close-out amount or other amount   payable on termination of any hedging arrangements of any member of the   Target Group; and (vi) financing (directly or indirectly) the fees, costs and   expenses in respect of the Transactions and any stamp duty and any other   taxes payable in connection with the Target Acquisition. “Certain Funds   Representations”: each of the representations set out in subsections 4.2,   4.3, 4.4, 4.9, 4.10, 4.15 and 4.16, in each case only insofar as such   representations apply to the Borrower or any Acquisition Co (if any).   “Certain Funds Termination Time”: 11:59 p.m. (London Time) on the first date   on which a Mandatory Cancellation Event occurs or exists; provided that in   respect of clauses (a)(i) through (vi) (inclusive) and (b)(1) of the   definition of “Mandatory Cancellation Event”, if for the purposes of   switching from a Scheme to a Takeover (or vice versa), within ten Business   Days of such event the Borrower has notified the Administrative Agent it   intends to issue, and then within ten Business Days after delivery of such   notice does issue, an Offer Press Announcement or a Press Release (as the   case may be), no Mandatory Cancellation Event shall have occurred pursuant to   any such clause. “City Code”: the City Code on Takeovers and Mergers, as   amended. “Class”: when used in reference to any Loan or Borrowing, refers to   whether such Loan, or the Loans comprising such Borrowing, are Tranche 1   Loans or Tranche 2 Loans. When used in reference to any Commitment, “Class”   refers to whether such Commitment is a Tranche 1 Commitment or a Tranche 2   Commitment. “Clean-Up Date”: as defined in subsection 8(j). “Closing Date”:   the first date on which the conditions set forth in subsection 5.2 have been   satisfied (or waived in accordance with subsection 11.1). “Code”: the   Internal Revenue Code of 1986, as amended from time to time. “Commitment”:   the Tranche 1 Commitments and the Tranche 2 Commitments. “Commitment   Percentage”: as to any Lender at any time, the percentage which such Lender’s   Tranche 1 Commitment or Tranche 2 Commitment, as applicable, at such time - 6   - Active.28128860.17 


    




 










constitutes of   the aggregate Tranche 1 Commitments or Tranche 2 Commitments, as applicable,   at such time, subject to adjustment as provided in subsection 2.6.   “Commitment Period”: with respect to each Class, the period from and   including the Effective Date and ending on the earliest of (a) in the case of   Tranche 1 Commitments, the date that is 188 days after the Closing Date (if   there is a Borrowing on such 188th day, immediately after the making of such   Borrowing), (b) in the case of Tranche 2 Commitments, the date that is 120   days after the Closing Date, and (c) the Certain Funds Termination Time.   “Commonly Controlled Entity”: an entity, whether or not incorporated, which   is under common control with the Borrower within the meaning of Section   4001(a)(14)(A)-(B) of ERISA or is part of a group which includes the Borrower   and which is treated as a single employer under Sections 414(b), 414(c),   414(m) and 414(o) of the Code. “Companies Act 2006”: the Companies Act 2006   of the United Kingdom. “Consolidated EBITDA”: of any Person for any period,   without duplication, Consolidated Net Income of such Person and its   Subsidiaries for such period plus, to the extent reflected as a charge in the   statement of such Consolidated Net Income for such period, the sum of (a)   income tax expense, including any expenses resulting from income tax disputes   with a Governmental Authority, (b) Consolidated Interest Expense of such   Person and its Subsidiaries, amortization or writeoff of debt discount and   debt issuance costs and commissions, discounts and other fees and charges   associated with Indebtedness, (c) depreciation expense, (d) amortization or   write-down of intangibles (including, but not limited to, goodwill) and   organization costs, (e) any extraordinary, unusual or nonrecurring expenses   or losses (to the extent any of the foregoing are non-cash items) (including,   whether or not otherwise includable as a separate item in the statement of   such Consolidated Net Income for such period, losses on sales of assets   outside of the ordinary course of business (including as a result of write   downs of goodwill or net intangible assets) and including special charges and   purchased research and development charges in connection with acquisitions   and other strategic alliances, inventory step-up charges, fair value   adjustments, and unrealized investment impairments), (f) any non-cash stock   compensation expense in accordance with GAAP, (g) any cash litigation costs   (other than Accrued Legal Liabilities), including judgments, orders, awards,   settlements and related legal costs paid during such period (net of any cash   litigation or settlement payments received during such period) (“Cash   Litigation Payments”), provided that, solely for the purposes of this   definition, the - 7 - Active.28128860.17 


    




 










aggregate   amount of Cash Litigation Payments under this clause (g) shall not exceed   $1,000,000,000 since August 4, 2017, (h) any cash or non-cash charges in   respect of restructurings, plant closings, staff reductions, distributor   network optimization initiatives, distribution technology optimization   initiatives or other similar charges, provided that, solely for the purposes   of this definition, the aggregate amount of all charges under this clause (h)   shall not exceed $500,000,000 since August 4, 2017, (i) any income or expense   associated with business combinations following the adoption of FASB   Statement No. 141(R), “Business Combinations - a replacement of FASB   Statement No. 141”, which would have been treated as a cost of the   acquisition (e.g., as goodwill) under FASB Statement No. 141, “Business   Combinations” including income or expense relating to contingent   consideration, (j) any Non-Cash Charges, including those attributable to   litigation, intangible asset impairment, intellectual property research and   development charges, and (k) any cash payment of Accrued Legal Liabilities,   provided that, solely for the purposes of this definition, since August 4,   2017 the aggregate amount of Accrued Legal Liabilities added back to   Consolidated EBITDA pursuant to this clause (k) shall not exceed   $1,624,000,000; and minus, to the extent included in the statement of such   Consolidated Net Income for such period, the sum of (a) interest income   (except to the extent deducted in determining Consolidated Interest Expense),   and (b) any extraordinary, unusual or nonrecurring income or gains (to the   extent any of the foregoing are non-cash items) (including, whether or not   otherwise includable as a separate item in the statement of such Consolidated   Net Income for such period, gains on the sales of assets outside of the   ordinary course of business, inventory step-up charges, fair value   adjustments, and unrealized investment impairments). “Non-Cash Charges”: (a)   losses on asset sales, disposals or abandonments, (b) any impairment charge   or asset write-off related to intangible assets, long-lived assets, and   investments in debt and equity securities pursuant to GAAP, (c) all losses   from investments recorded using the equity method, (d) stock-based awards   compensation expense, and (e) other non-cash charges (provided that if any   non-cash charges referred to in this clause (e) represent an accrual or   reserve for potential cash items in any future period, the cash payment in   respect thereof in such future period shall be subtracted from Consolidated   EBITDA to such extent, and excluding amortization of a prepaid cash item that   was paid in a prior period). “Consolidated Interest Expense”: of any Person   for any period, total interest expense of such Person and its Subsidiaries   for such period with respect to all outstanding Indebtedness of such Person   and its Subsidiaries determined in accordance with GAAP (including, all net   costs that are allocable to such period in accordance with GAAP). - 8 -   Active.28128860.17 


    




 










“Consolidated   Leverage Ratio”: as at the last day of any period of four consecutive fiscal   quarters of the Borrower, the ratio of (a) Consolidated Total Debt on such   day to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for such   period. “Consolidated Net Income”: of any Person for any period, the   consolidated net income (or loss) of such Person and its Subsidiaries for   such period, determined on a consolidated basis in accordance with GAAP plus   cash receipts received in connection with litigation related Non-Cash Charges   and minus cash payments made in connection with such litigation related   Non-Cash Charges. “Consolidated Tangible Assets”: at any date, Consolidated   Total Assets minus (without duplication) the net book value of all assets   which would be treated as intangible assets, as determined on a consolidated   basis in accordance with GAAP. “Consolidated Total Assets”: at any date, the   net book value of all assets of the Borrower and its Subsidiaries as   determined on a consolidated basis in accordance with GAAP. “Consolidated   Total Debt”: at any date, an amount equal to the aggregate principal amount   of all Indebtedness (excluding, for the avoidance of doubt, any operating   leases) of the Borrower and its Subsidiaries at such date, determined on a   consolidated basis in accordance with GAAP as in effect on the date of this   Agreement and with subsection 1.2(e). “Continuing Directors”: as defined in   subsection 8(i). “Contractual Obligation”: as to any Person, any provision of   any security issued by such Person or of any agreement, instrument or other   undertaking to which such Person is a party or by which it or any of its   property is bound. “Court”: the Companies Court in the Chancery Division of   the High Court of Justice of England and Wales. “Court Meeting”: the meeting   or meetings of Scheme Shareholders (or any adjournment thereof) to be   convened at the direction of the Court for purposes of considering and, if   thought fit, approving the Scheme. “Court Order”: the order(s) of the Court   sanctioning the Scheme. “Debtor Relief Laws”: the Bankruptcy Code, and all   other liquidation, conservatorship, bankruptcy, assignment for the benefit of   creditors, moratorium, rearrangement, receivership, insolvency,   reorganization, or similar debtor relief laws of the United States or other   applicable jurisdictions from time to time in effect and affecting the rights   of creditors generally. “Default”: any of the events specified in Section 8,   whether or not any requirement for the giving of notice, the lapse of time, or   both, or any other condition, has been satisfied. “Defaulting Lender”:   subject to subsection 2.6(b), any Lender that, as reasonably determined by   the Administrative Agent, (a) has failed to perform any of its funding   obligations hereunder, including in respect of its Loans, within two Business   Days of the date required to be - 9 - Active.28128860.17 


    




 










funded by it   hereunder (other than as a result of a good faith dispute with respect to   amount), (b) has notified the Borrower, the Administrative Agent or any   Lender that it does not intend to comply with its funding obligations or has   made a public statement to that effect with respect to its funding   obligations hereunder or generally under other agreements in which it commits   to extend credit, (c) has failed, within three Business Days after request by   the Administrative Agent, to provide a certification in writing from an   authorized officer of such Lender that it will comply with its funding   obligations (and is financially able to meet such obligations), provided that   such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)   upon the Administrative Agent’s receipt of such certification in form and   substance satisfactory to it and the Borrower, or (d) has (i) become the   subject of a proceeding under any Debtor Relief Law or a Bail-In Action, (ii)   had a receiver, conservator, trustee, administrator, assignee for the benefit   of creditors or similar Person charged with reorganization or liquidation of   its business or a custodian appointed for it, or (iii) taken any action in   furtherance of, or indicated its consent to, approval of or acquiescence in   any such proceeding or appointment; provided that a Lender shall not be a   Defaulting Lender solely by virtue of the ownership or acquisition of any   equity interest in that Lender or any direct or indirect parent company   thereof by a Governmental Authority as long as such ownership or acquisition   interest does not result in or provide such Lender with immunity from the   jurisdiction of courts within the United States or from the enforcement of   judgments or writs of attachment on its assets or permit such Lender (or such   Governmental Authority) to reject, repudiate, disavow or disaffirm any   contracts or agreements made by such Lender. “Disposition” or “Dispose”: the   sale, transfer, license, lease or other disposition, whether effected   pursuant to a Division or otherwise (including any sale and leaseback   transaction), of any property by any Person, including any sale, assignment,   transfer or other disposal, with or without recourse, of any notes or   accounts receivable or any rights and claims associated therewith. “Dividing   Person”: as defined in the definition of “Division”. “Division”: the division   of assets, liabilities and/or obligations of a Person (the “Dividing Person”)   among two or more Persons (whether pursuant to a “plan of division” or   similar arrangement), which may or may not include the Dividing Person and   pursuant to which the Dividing Person may or may not survive. “Dollars” and   “$”: dollars in lawful currency of the United States of America. “Dollar   Equivalent”: at the time of determination thereof, (a) if such amount is   expressed in Dollars, such amount and (b) if such amount is denominated in   any other currency, the equivalent of such amount in Dollars as determined by   the Administrative Agent based on the rate published or quoted by Bloomberg.   “Duration Fee”: as defined in subsection 2.3(a). “EEA Financial Institution”:   (a) any credit institution or investment firm established in any EEA Member   Country which is subject to the supervision of an EEA Resolution Authority,   (b) any entity established in an EEA Member Country which is a parent of an   institution - 10 - Active.28128860.17 


    




 










described in   clause (a) of this definition, or (c) any financial institution established   in an EEA Member Country which is a subsidiary of an institution described in   clauses (a) or (b) of this definition and is subject to consolidated   supervision with its parent. “EEA Member Country”: any of the member states   of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution   Authority”: any public administrative authority or any Person entrusted with   public administrative authority of any EEA Member Country (including any   delegee) having responsibility for the resolution of any EEA Financial   Institution. “Effective Date”: the first date on which the conditions set   forth in subsection 5.1 have been satisfied (or waived in accordance with   subsection 11.1). “Environmental Laws”: any and all applicable foreign,   Federal, state, local or municipal laws, rules, regulations, statutes,   ordinances, codes, decrees or other enforceable requirements or orders of any   Governmental Authority or other Requirements of Law regulating, relating to   or imposing liability or standards of conduct concerning protection of human   health or the environment, as now or may at any time hereafter be in effect.   “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from   time to time. “EU Bail-In Legislation Schedule”: the EU Bail-In Legislation   Schedule published by the Loan Market Association (or any successor Person),   as in effect from time to time. “Eurocurrency Rate”: (a) for any Interest   Period with respect to a Eurodollar Loan, a rate per annum determined in   accordance with the following formula: Eurocurrency Base Rate 1.00 -   Eurocurrency Reserve Requirements where, “Eurocurrency Base Rate” means (i)   with respect to each day during each Interest Period pertaining to a Eurodollar   Loan denominated in Dollars, the rate per annum determined by the   Administrative Agent to be the rate administered by the ICE Benchmark   Administration (or any successor thereto) as the offered rate for deposits in   Dollars with a term comparable to such Interest Period appearing on the   Reuters Screen LIBOR01 Page at approximately 11:00 A.M., London time, two   Business Days prior to the beginning of such Interest Period; provided that   if any Interest Period is an Impacted Interest Period, then the Eurocurrency   Base Rate shall be the Interpolated Rate for such Interest Period and (ii)   with respect to each day during each Interest Period pertaining to a   Eurodollar Loan denominated in Pounds Sterling, the rate per annum determined   by the Administrative Agent to be the offered rate for deposits in the   applicable currency with a term comparable to such Interest Period appearing   on the Reuters Screen - 11 - Active.28128860.17 


    




 










LIBOR01 Page at   approximately 11:00 A.M., London time, on the first day of such Interest   Period; and (b) for any interest calculation with respect to an ABR Loan, a   rate per annum determined in accordance with the following formula:   Eurocurrency Base Rate 1.00 - Eurocurrency Reserve Requirements where,   “Eurocurrency Base Rate” means for any interest calculation with respect to   an ABR Loan on any date, the rate per annum equal to the rate appearing on   the Reuters Screen LIBOR01 Page, at approximately 11:00 A.M., London time   determined two Business Days prior to such date for Dollar deposits being   delivered in the London interbank market for a term of one month commencing   that day. The Eurocurrency Rate shall not be less than zero. “Eurocurrency   Reserve Requirements”: for any day as applied to a Loan, the aggregate   (without duplication) of the rates (expressed as a decimal) of reserve   requirements in effect on such day (including, without limitation, basic,   supplemental, marginal and emergency reserves) under any regulations of the   Board or other Governmental Authority having jurisdiction with respect   thereto dealing with reserve requirements prescribed for eurocurrency funding   (currently referred to as “Eurocurrency Liabilities” in Regulation D of such   Board) maintained by a member bank of such System. “Eurodollar Loans”: Loans,   the rate of interest applicable to which is based upon clause (a) of the   definition of “Eurocurrency Rate”. “Event of Default”: any of the events   specified in Section 8, provided that any requirement for the giving of   notice, the lapse of time, or both, or any other condition, has been   satisfied. “Excluded Taxes”: as defined in subsection 3.10(a). “FATCA”:   Sections 1471 through 1474 of the Code, as of the date of this Agreement (or   any amended or successor version that is substantively comparable and not   materially more onerous to comply with), any current or future regulations or   official interpretations thereof, any applicable intergovernmental agreements   with respect thereto, any law, regulations, or other official guidance   enacted in any other jurisdictions relating to such intergovernmental   agreement, and any agreement entered into pursuant to Section 1471(b)(1) of   the Code. “Federal Funds Effective Rate”: for any day, the rate calculated by   the NYFRB based on such day’s federal funds transactions by depository   institutions (as determined in such manner as the NYFRB shall set forth on   its public website from time to time) and published on the next succeeding   Business Day by the NYFRB as the federal funds effective rate; provided, that   if the - 12 - Active.28128860.17 


    




 










Federal Funds   Effective Rate for any day is less than zero, the Federal Funds Effective   Rate for such day will be deemed to be zero. “Fee and Syndication Letter”:   that certain Fee and Syndication Letter, dated as of the date hereof, by and   between the Borrower and Barclays. “Financing Lease”: any lease of property,   real or personal, the obligations of the lessee in respect of which are   required in accordance with GAAP to be capitalized on a balance sheet of the   lessee. “GAAP”: generally accepted accounting principles in the United States   of America consistent with those utilized in preparing the audited financial   statements referred to in subsection 6.1. “General Meeting”: the general   meeting of the holders of Target Shares (or any adjournment thereof) to be   convened in connection with the implementation of a Scheme. “Governmental   Authority”: any nation or government, any state or other political subdivision   thereof and any entity exercising executive, legislative, judicial,   regulatory or administrative functions of or pertaining to government.   “Guarantee Obligation”: as to any Person (the “guaranteeing person”), any   obligation of (a) the guaranteeing person or (b) another Person (including,   without limitation, any bank under any letter of credit) to induce the   creation of which the guaranteeing person has issued a reimbursement,   counterindemnity or similar obligation, in either case guaranteeing or in effect   guaranteeing any Indebtedness, leases, dividends or other obligations (the   “primary obligations”) of any other unrelated third Person (the “primary   obligor”) in any manner, whether directly or indirectly, including, without   limitation, any obligation of the guaranteeing person, whether or not   contingent, (i) to purchase any such primary obligation or any property   constituting direct or indirect security therefor, (ii) to advance or supply   funds (1) for the purchase or payment of any such primary obligation or (2)   to maintain working capital or equity capital of the primary obligor or   otherwise to maintain the net worth or solvency of the primary obligor, (iii)   to purchase property, securities or services primarily for the purpose of   assuring the owner of any such primary obligation of the ability of the   primary obligor to make payment of such primary obligation or (iv) otherwise   to assure or hold harmless the owner of any such primary obligation against   loss in respect thereof; provided, however, that the term Guarantee   Obligation shall not include endorsements of instruments for deposit or   collection in the ordinary course of business. The amount of any Guarantee   Obligation of any guaranteeing person shall be deemed to be the lower of (a)   an amount equal to the stated or determinable amount of the primary   obligation in respect of which such Guarantee Obligation is made and (b) the   maximum amount for which such guaranteeing person may be liable pursuant to   the terms of the instrument embodying such Guarantee Obligation, unless such   primary obligation and the maximum amount for which such guaranteeing person   may be liable are not stated or determinable, in which case the amount of   such Guarantee Obligation shall be such guaranteeing person’s reasonably   anticipated liability in respect thereof as determined by the Borrower in   good faith. - 13 - Active.28128860.17 


    




 










“Hedge   Agreements”: all agreements with non-related third parties with respect to   any swap, forward, future or derivative transaction or option or similar   agreements involving, or settled by reference to, one or more rates,   currencies, commodities, equity or debt instruments or securities, or   economic, financial or pricing indices or measures of economic, financial or   pricing risk or value or any similar transaction or any combination of these   transactions; provided that no employee benefit plan of the Borrower or any   of its Subsidiaries shall be a “Hedge Agreement.” “Impacted Interest Period”:   any Interest Period for which the applicable rate or screen used to determine   the applicable rate (the “Applicable Screen Rate”) shall not be available at   the applicable time for such Interest Period. “Indebtedness”: of any Person   at any date, without duplication, (a) all obligations of such Person for   borrowed money, (b) all obligations of such Person for the deferred purchase   price of property or services (other than current trade liabilities incurred   in the ordinary course of such Person’s business and payable in accordance   with customary practices and earn-outs and other similar obligations in   respect of acquisition and other similar agreements), (c) all obligations of   such Person evidenced by notes, bonds, debentures or other similar   instruments, (d) all indebtedness created or arising under any conditional   sale or other title retention agreement with respect to property acquired by   such Person (even though the rights and remedies of the seller or lender   under such agreement in the event of default are limited to repossession or   sale of such property), (e) all Capital Lease Obligations of such Person, (f)   all obligations of such Person, contingent or otherwise, as an account party   or applicant under or in respect of acceptances, letters of credit, surety   bonds or similar arrangements, (g) the liquidation value of all redeemable   preferred Capital Stock of such Person, (h) all indebtedness of such Person,   determined in accordance with GAAP, arising out of a Receivables Transaction,   (i) all Guarantee Obligations of such Person in respect of obligations of the   kind referred to in clauses (a) through (h) above, (j) all obligations of the   kind referred to in clauses (a) through (i) above secured by (or for which   the holder of such obligation has an existing right, contingent or otherwise,   to be secured by) any Lien on property (including accounts and contract   rights) owned by such Person, whether or not such Person has assumed or   become liable for the payment of such obligation, and (k) for the purposes of   subsection 8(f) only, all obligations of such Person in respect of Hedge   Agreements. The Indebtedness of any Person shall, for the avoidance of doubt,   exclude any operating leases (as defined in GAAP as in effect on the date of   this Agreement) and the Indebtedness of any Person shall include the Indebtedness   of any other entity (including any partnership in which such Person is a   general partner) to the extent such Person is liable therefor as a result of   such Person’s ownership interest in or other relationship with such entity,   except to the extent the terms of such Indebtedness expressly provide that   such Person is not liable therefor. “indemnified liabilities”: as defined in   subsection 11.5. “indemnified party”: as defined in subsection 11.5.   “Information”: as defined in subsection 11.14. “Insolvency”: with respect to   any Multiemployer Plan, the condition that such Multiemployer Plan is   insolvent within the meaning of Section 4245 of ERISA. - 14 -   Active.28128860.17 


    




 










“Interest   Payment Date”: (a) as to any ABR Loan, the last day of each March, June,   September and December and the Termination Date, (b) as to any Eurodollar   Loan having an Interest Period of three months or less, the last day of such   Interest Period, and (c) as to any Eurodollar Loan having an Interest Period   longer than three months, each day which is three months, or a whole multiple   thereof, after the first day of such Interest Period and the last day of such   Interest Period. “Interest Period”: with respect to any Eurodollar Loan: (i)   initially, the period commencing on the Borrowing Date or conversion date, as   the case may be, with respect to such Eurodollar Loan and ending one, two,   three or six (or, if available to all Lenders, twelve) months thereafter (or   any shorter period as all relevant Lenders agree), as selected by the   Borrower in its notice of borrowing or notice of conversion, as the case may   be, given with respect thereto; and (ii) thereafter, each period commencing   on the last day of the next preceding Interest Period applicable to such   Eurodollar Loan and ending one, two, three or six (or, if available to all   Lenders, twelve) months thereafter (or any shorter period as all relevant   Lenders agree), as selected by the Borrower by irrevocable notice to the   Administrative Agent not less than three Business Days prior to the last day   of the then current Interest Period with respect thereto; provided that, all   of the foregoing provisions relating to Interest Periods are subject to the   following: (1) if any Interest Period would otherwise end on a day that is not   a Business Day, such Interest Period shall be extended to the next succeeding   Business Day unless the result of such extension would be to carry such   Interest Period into another calendar month in which event such Interest   Period shall end on the immediately preceding Business Day; (2) any Interest   Period in respect of any Loans of any Class made by any Lender that would   otherwise extend beyond the Termination Date applicable to such Loan of such   Class shall end on such Termination Date; and (3) any Interest Period 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 a calendar month.   “Interpolated Rate”: at any time, for any Interest Period, the rate per annum   (rounded to the same number of decimal places as the Applicable Screen Rate)   determined by the Administrative Agent (which determination shall be   conclusive and binding absent manifest error) to be equal to the rate that   results from interpolating on a linear basis between: (a) the Applicable   Screen Rate for the longest period for which the Applicable Screen Rate is   available) that is shorter than the Impacted Interest Period; and (b) the   Applicable Screen Rate for the shortest period (for which that Applicable   Screen Rate is available) that exceeds the Impacted Interest Period, in each   case, at such time. The Interpolated Rate shall not be less than zero. - 15 -   Active.28128860.17 


    




 










“Judgment   Currency”: as defined in subsection 11.16(b). “Lead Arranger”: Barclays.   “Lender Affiliate”: (a) any Affiliate of any Lender, (b) any Person that is   administered or managed by any Lender and that is engaged in making, purchasing,   holding or otherwise investing in commercial loans and similar extensions of   credit in the ordinary course of its business and (c) with respect to any   Lender which is a fund that invests in commercial loans and similar   extensions of credit, any other fund that invests in commercial loans and   similar extensions of credit and is managed or advised by the same investment   advisor as such Lender or by an Affiliate of such Lender or investment   advisor. “Lenders”: as defined in the preamble hereto together with any   affiliate of any such Person through which such Person elects, by notice to   the Administrative Agent and the Borrower, to make any Loans available to the   Borrower; provided that, for all purposes of voting or consenting with   respect to (a) any amendment, supplementation or modification of any Loan   Document, (b) any waiver of any requirements of any Loan Document or any   Default or Event of Default and its consequences, or (c) any other matter as   to which a Lender may vote or consent pursuant to subsection 11.1 of this   Agreement, the Lender making such election shall be deemed the “Person”   rather than such affiliate, which shall not be entitled to vote or consent.   “Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement,   encumbrance, lien (statutory or other), charge or other security interest or   any preference, priority or other security agreement or preferential   arrangement of any kind or nature whatsoever (including, without limitation,   any conditional sale or other title retention agreement and any Financing   Lease having substantially the same economic effect as any of the foregoing   but excluding for all purposes hereunder any letter of credit). “Loan”: any   Tranche 1 Loan or Tranche 2 Loan. “Loan Documents”: this Agreement, any Notes   and the Fee and Syndication Letter. “London Banking Day”: any day on which   dealings in Pounds Sterling or Dollar deposits are conducted by and between   banks in the London interbank eurodollar market. “Long Stop Date”: August 20,   2019. “Majority Lenders”: Lenders whose Aggregate Exposure Percentage in the   aggregate is more than 50%. “Aggregate Exposure Percentage”: as at any date   of determination with respect to any Lender (a) at any time prior to the   termination of the Commitments, the aggregate Commitments of such Lender   divided by the aggregate Commitments of all Lenders and (b) at any time after   the termination of the Commitments, the aggregate outstanding principal   amount of the Loans of such Lender divided by the aggregate outstanding   principal amount of Loans of all Lenders; provided that the Commitment of,   and the aggregate outstanding principal amount of Loans held or deemed to be   held by, any Defaulting Lender shall be excluded for purposes of making a   determination of Majority Lenders. - 16 - Active.28128860.17 


    




 










“Mandatory   Cancellation Event”: the occurrence of any of the following conditions or   events: (a) where the Target Acquisition proceeds by way of a Scheme: (1) a   Court Meeting is held (and not adjourned or otherwise postponed) to approve a   Scheme at which a vote is held to approve the Scheme, but the Scheme is not   so approved by the requisite majority of Scheme Shareholders at such Court   Meeting; (2) a General Meeting is held (and not adjourned or otherwise   postponed) to pass the Scheme Resolutions at which a vote is held on the   Scheme Resolutions, but the Scheme Resolutions are not passed by the   shareholders of the Target at such General Meeting; (3) applications for the   issuance of the Court Order are made to the Court (and not adjourned or   otherwise postponed), but the Court (in its final judgment) refuses to grant   the Court Order; (4) the Scheme lapses or is withdrawn with the consent of   the Panel or by order of the Court; (5) a Court Order is issued but not filed   with the Registrar within five Business Days of (x) its issuance or (y) if   first required by UK Taxing Authority and the Registrar, its stamping; (6)   the date on which is fifteen days after the Scheme Effective Date (or, if   later, the date immediately following any extension of the period for settlement   of consideration provided by the Panel); or (7) the Long Stop Date, unless,   in respect of clauses (1) through (6) (inclusive) above, for the purposes of   switching from a Scheme to a Takeover Offer, within five Business Days (or   such longer period as stipulated by the Panel) of such event the Borrower has   notified the Administrative Agent it intends to issue, and then within ten   Business Days after delivery of such notice does issue, an Offer Press   Announcement (in which case no Mandatory Cancellation Event shall have   occurred), and provided that the postponement or adjournment of any Court   Meeting, General Meeting or application referred to in this paragraph (a)   shall not constitute a Mandatory Cancellation Event if such Court Meeting,   General Meeting or application is capable of being re-convened, re-submitted   or granted on a future date; or (b) where the Target Acquisition proceeds by   way of a Takeover Offer: (1) such Takeover Offer lapses, terminates or is   withdrawn with the consent of the Panel unless, for the purposes of switching   from a Takeover Offer to a Scheme, within ten Business Days (or such longer   period as is - 17 - Active.28128860.17 


    




 










stipulated by   the Panel) of such event the Borrower has notified the Administrative Agent   it intends to issue, and then within ten Business Days after delivery of such   notice does issue, a Press Release (in which case no Mandatory Cancellation   Event shall have occurred); (2) the date upon which all payments made or to   be made for Certain Funds Purposes have been paid in full in cleared funds;   (3) the date falling ninety-five days after the date on which the Takeover   Offer Document is issued unless compulsory squeeze-out procedures for the   acquisition of minority shareholdings in the Target under section 979 of the   Companies Act have commenced before such date; or (4) the Long Stop Date.   “Material Adverse Effect”: a material adverse effect on (a) the business,   operations, property or condition (financial or otherwise) of the Borrower   and its Subsidiaries taken as a whole or (b) the validity or enforceability   of this Agreement or any of the other Loan Documents or the rights or   remedies of the Administrative Agent or the Lenders hereunder or thereunder.   “Material Subsidiary” means, as of the Effective Date and thereafter at any   date of determination, each Subsidiary of the Borrower whose total assets as   of the last day of any fiscal quarter most recently ended on or prior to such   date of determination were equal to or greater than 5% of the Consolidated   Total Assets at such date, in each case determined in accordance with GAAP.   “Materially Adverse Amendment”: a modification, amendment or waiver to or of   the terms or conditions of the Scheme or the Takeover Offer (as the case may   be) compared to the terms and conditions that are included in the draft of   the Press Release or the Offer Press Announcement (as the case may be)   delivered pursuant to subsection 5.1(h) that is materially adverse to the   interests of the Lenders (taken as a whole), it being acknowledged that   neither (a) a waiver of a pre-condition which then becomes a condition to be   satisfied in connection with the Target Acquisition nor (b) any modification,   amendment or waiver required by the City Code, the Panel, any other competent   regulatory body or by a court of competent jurisdiction would, in either   case, be materially adverse to the interests of the Lenders. “Materials of   Environmental Concern”: any gasoline or petroleum (including crude oil or any   fraction thereof) or petroleum products or any hazardous or toxic substances,   materials or wastes, defined or regulated as such in or under any   Environmental Law, including, without limitation, asbestos, polychlorinated   biphenyls and urea-formaldehyde insulation. “Maximum Leverage Ratio”: 3.75 to   1.00; provided that (i) for the two consecutive fiscal quarters ended   immediately following the consummation of any Qualified Acquisition   (including the fiscal quarter in which such Qualified Acquisition occurs),   the Maximum Leverage Ratio shall be 4.75 to 1.00, (ii) for the fiscal quarter   ended immediately after such two fiscal quarters referred to in clause (i),   the Maximum Leverage Ratio shall be 4.50 to 1.00, (iii) for the fiscal   quarter ended immediately after the fiscal quarter referred to in clause   (ii), the Maximum - 18 - Active.28128860.17 


    




 










Leverage Ratio   shall be 4.25 to 1.00, (iv) for the fiscal quarter ended immediately after   the fiscal quarter referred to in clause (iii), the Maximum Leverage Ratio   shall be 4.00 to 1.00 (and, for the avoidance of doubt, for each fiscal   quarter ended after the fiscal quarter referred to in clause (iv), the   Maximum Leverage Ratio shall be 3.75 to 1.00). “Minimum Acceptance   Condition”: an Acceptance Condition which shall not be capable of being   satisfied unless acceptances have been received that would, when aggregated   with all Target Shares (excluding shares held in treasury) directly or   indirectly owned by the Borrower or any Acquisition Co (if any), result in   the Borrower (directly or indirectly) holding shares representing, in any   case, more than 50 % of all Target Shares on a fully diluted basis (excluding   any shares held in treasury) as at the date on which the Takeover Offer is   declared unconditional as to acceptances. “Moody’s”: Moody’s Investors   Service, Inc. or any successor thereto. “Multiemployer Plan”: a Plan which is   a multiemployer plan as defined in Section 4001(a)(3) of ERISA. “Net Proceeds”:   (a) with respect to the borrowing, incurrence, issuance, offering or   placement of Indebtedness or equity interests, the excess, if any, of (i) the   aggregate amount of all cash received by the Borrower or any Subsidiary in   connection with such transaction over (ii) the fees, underwriting discounts,   commissions and other expenses incurred by the Borrower or any of its   Subsidiaries in connection therewith, and (b) with respect to any Asset Sale,   the cash proceeds received from such Asset Sale (including any cash received   by way of deferred payment pursuant to a note receivable or otherwise, but   only as and when so received) net of the direct costs of such Asset Sale,   including (A) payments made to retire any Indebtedness or other obligations   that is secured by such asset or that is required to be repaid in connection   with the sale thereof (other than the Loans), (B) the fees and expenses   incurred by the Borrower or any of its Subsidiaries in connection therewith,   (C) taxes paid or reasonably estimated to be payable by the Borrower or any   of its Subsidiaries in connection with such transaction, (D) the amount of   reserves reasonably established by the Borrower or any of its Subsidiaries in   good faith in accordance with GAAP against any adjustment to the sale price   or any liabilities (other than any taxes deducted pursuant to clause (C)   above) (x) related to any of the applicable assets and (y) retained by the   Borrower or any of its Subsidiaries including, without limitation, pension   and other post-employment benefit liabilities and liabilities related to   environmental matters or against any indemnification obligations associated   with such transaction; provided that if the amount of such reserves exceeds   the amounts charged against such reserves, then such excess, upon the   determination thereof, shall then constitute Net Proceeds, and (E) any   payments made on a ratable basis (or less than ratable basis) to holders of   non-controlling interests in non-wholly-owned Subsidiaries as a result of   such Asset Sale. “Non-Cash Charges”: as defined in the definition of   “Consolidated EBITDA.” “Non-Consenting Lender”: any Lender that does not   approve any consent, waiver or amendment that (i) requires the approval of   all affected Lenders in accordance with the terms of Section 11.1 and (ii)   has been approved by the Majority Lenders. - 19 - Active.28128860.17 


    




 










“Non-Excluded   Taxes”: as defined in subsection 3.10(a). “Non-U.S. Lender”: a Lender that is   not a U.S. Person. “Notes”: as defined in subsection 3.13(d). “NYFRB”: the   Federal Reserve Bank of New York. “Obligations”: collectively, the unpaid   principal of and interest on the Loans and all other obligations and   liabilities of the Borrower under this Agreement and other Loan Documents to   which it is a party (including, without limitation, interest accruing at the   then applicable rate provided in this Agreement or any other applicable Loan   Document after the maturity of the Loans and interest accruing at the then   applicable rate provided in this Agreement or any other applicable Loan   Document after the filing of any petition in bankruptcy, or the commencement   of any insolvency, reorganization or like proceeding, relating to the   Borrower, whether or not a claim for post-filing or post-petition interest is   allowed in such proceeding), whether direct or indirect, absolute or   contingent, due or to become due, or now existing or hereafter incurred,   which may arise under, out of, or in connection with, this Agreement, the   Notes, the other Loan Documents, Hedge Agreements entered into with Lenders   or any other document made, delivered or given in connection therewith, in   each case whether on account of principal, interest, reimbursement   obligations, fees, indemnities, costs, expenses or otherwise (including,   without limitation, all fees and disbursements of counsel to the   Administrative Agent or to the Lenders that are required to be paid by the   Borrower pursuant to the terms of this Agreement or any other Loan Document).   “Offer Documents”: the Takeover Offer Document and the Offer Press   Announcement. “Offer Press Announcement”: a press announcement released by or   on behalf of the Borrower or any Acquisition Co (if any) announcing that the   Target Acquisition is to be effected by a Takeover Offer and setting out the   terms and conditions of the Takeover Offer. “Original Offer”: as defined in   subsection 6.8(i). “Original Offer Press Announcement”: as defined in   subsection 6.8(a). “Original Press Release”: as defined in subsection 6.8(a).   “Panel”: the Panel on Takeovers and Mergers. “Participant”: as defined in   subsection 11.6(b). “Participant Register”: as defined in subsection 11.6(b).   “Patriot Act”: as defined in subsection 11.18. “PBGC”: the Pension Benefit   Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.   - 20 - Active.28128860.17 


    




 










“Person”: an   individual, partnership, corporation, business trust, joint stock company,   trust, unincorporated association, joint venture, Governmental Authority or   other entity of whatever nature. “Plan”: at a particular time, any employee   benefit plan which is covered by ERISA and in respect of which the Borrower   or a Commonly Controlled Entity is (or, if such plan were terminated at such   time, would under Section 4069 of ERISA be deemed to be) an “employer” as   defined in Section 3(5) of ERISA. “Plan Asset Regulations”: 29 C.F.R.   §2510.3-101, et. Seq., as modified by Section 3(42) of ERISA. “Platform”: as   defined in subsection 6.2(c). “Pounds Sterling”: the lawful currency of the   United Kingdom of Great Britain and Northern Ireland. “Press Release”: a press   announcement released by or on behalf of the Borrower or any Acquisition Co   (if any) announcing that the Target Acquisition is to be effected by a Scheme   and setting out the terms and conditions of the Scheme. “Properties”: as   defined in subsection 4.11(a). “PTE”: a prohibited transaction class   exemption issued by the U.S. Department of Labor, as any such exemption may   be amended from time to time. “Public Lender”: as defined in subsection 6.2.   “Qualified Acquisition”: the Target Acquisition and any other transaction   permitted under this Agreement and consummated on or after the Closing Date,   (a) by which the Borrower or any of its Subsidiaries (i) acquires any going   concern or business or all or substantially all of the assets of any firm,   corporation or limited liability company, or division or business unit   thereof, whether through purchase of assets, merger or otherwise or (ii)   directly or indirectly acquires at least a majority (in number of votes) of   the Capital Stock of a Person if the aggregate amount of Indebtedness   incurred by the Borrower and its Subsidiaries to finance the purchase price   and other consideration for such transaction, plus the amount of Indebtedness   assumed by the Borrower and its Subsidiaries in connection with such   transaction, is at least $1,000,000,000 and (b) for which the Borrower   notifies the Administrative Agent in writing prior to or promptly upon   consummation of such transaction that such transaction shall be a “Qualified   Acquisition” for purposes of this Agreement. “Qualifying Committed   Financing”: any committed but unfunded securities or term loan facility   (including any amendment to an existing facility, any Securities and any Term   Loan Facility) for the stated purpose of financing the Transactions which has   conditions to availability of funds thereunder that are no more restrictive   to the borrower thereunder than the conditions precedent set forth in   subsection 5.2 and subsection 5.3 hereto and which is otherwise available on   a “certain funds” basis that is no less favorable to the Borrower thereunder   as the relevant terms of this Agreement. - 21 - Active.28128860.17 


    




 










“Rating”: the   respective rating of each of the Rating Agencies applicable to the long-term   senior unsecured non-credit enhanced debt of the Borrower, as announced by   the Rating Agencies from time to time. “Rating Agencies”: collectively,   Moody’s and S&P. “Rating Category”: each of Rating I, Rating II, Rating   III, Rating IV and Rating V. “Rating I, Rating II, Rating III, Rating IV and   Rating V”: the respective Ratings set forth below: Rating Category Moody’s   S&P Rating I greater than or equal to A3 greater than or equal to Baa1   greater than or equal to Baa2 greater than or equal to Baa3 lower than or   equal to Ba1 greater than or equal to A-greater than or equal to BBB+ greater   than or equal to BBB greater than or equal to BBB-lower than or equal to BB+   Rating II Rating III Rating IV Rating V If different Ratings Categories are   applicable, the higher Ratings Category shall apply unless one of the two   Ratings is two or more levels lower than the other, in which case the Ratings   Category shall be the level immediately below that of the higher of the two   Ratings. “Receivables”: any accounts receivable of any Person, including,   without limitation, any thereof constituting or evidenced by chattel paper,   instruments or general intangibles (as defined in the Uniform Commercial Code   of the State of New York), and all proceeds thereof and rights (contractual   and other) and collateral related thereto. “Receivables Transaction”: any   transactions or series of related transactions providing for the financing of   Receivables of the Borrower or any of its Subsidiaries. “Register”: as   defined in subsection 11.6(d). “Reinvestment Period”: with respect to any Net   Proceeds received in connection with any Asset Sale, the period of 12 months   following the receipt of such Net Proceeds. “Related Parties”: with respect   to any Person, such Person’s Affiliates and partners, officers, employees,   agents and advisors of such Person and such Person’s Affiliates. “Reportable   Event”: any of the events set forth in Section 4043(c) of ERISA, other than   those events as to which the thirty day notice period is waived under   regulations issued under PBGC Reg. § 4043 or which notice is otherwise waived   by PBGC. - 22 - Active.28128860.17 


    




 










“Requirement of   Law”: as to any Person, the Certificate of Incorporation and By-Laws or other   organizational or governing documents of such Person, and any law, treaty,   rule or regulation or determination of an arbitrator or a court or other   Governmental Authority, in each case applicable to or binding upon such   Person or any of its property or to which such Person or any of its property   is subject. “Responsible Officer”: the chief executive officer or the   president of the Borrower or, with respect to financial matters, the chief   financial officer of the Borrower. “Revolving Credit Agreement”: that certain   Credit Agreement, dated as of August 4, 2017 (as amended, supplemented or otherwise   modified from time to time), among the Borrower, the banks and financial   institutions from time to time parties thereto and JPMorgan Chase Bank, N.A.,   as administrative agent thereunder. “S&P”: Standard & Poor’s Ratings   Services or any successor thereto. “Sanctioned Country”: a country or   territory which is the subject or target of any Sanctions (as of the   Effective Date, the Crimea region of Ukraine, Cuba, Iran, North Korea and   Syria). “Sanctioned Person”: (a) any Person listed in any Sanctions-related   list of designated Persons maintained by the Office of Foreign Assets Control   of the U.S. Department of the Treasury, the U.S. Department of State, the   United Nations Security Council, the European Union or the United Kingdom,   (b) any Person operating, organized or resident in a Sanctioned Country or   (c) any Person 50 percent or more owned or controlled by any such Person.   “Sanctions”: economic or financial sanctions or trade embargoes imposed,   administered or enforced from time 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 European Union or the United Kingdom.   “Scheme”: a scheme of arrangement under Part 26 of the Companies Act 2006   between the Target and the Scheme Shareholders, pursuant to which the   Borrower or any Acquisition Co (if any) will become the holder of all of the   Scheme Shares in accordance with the Scheme Documents, subject to such   changes and amendments to the extent not prohibited by the Loan Documents.   “Scheme Circular”: the document issued by or on behalf of the Target to   shareholders of the Target setting out the terms and conditions of, and an   explanatory statement in relation to, the Scheme, stating the recommendation   for the Target Acquisition and the Scheme to the shareholders of the Target   by the independent directors of the Target and setting out the notices of the   Court Meeting and the General Meeting, as such document maybe amended from   time to time to the extent such amendment is not prohibited by the Loan   Documents. “Scheme Documents”: collectively, (a) the Scheme Circular, (b) the   Press Release, (c) the Scheme Resolutions and (d) any other document issued   by or on behalf of the Target to its shareholders in respect of the Scheme   and any other document designated as a “Scheme Document” hereunder by the   Administrative Agent and the Borrower. - 23 - Active.28128860.17 


    




 










“Scheme   Effective Date” the date on which the Court Order sanctioning the Scheme is   duly delivered on behalf of the Target to the Registrar of Companies. “Scheme   Resolutions”: the resolutions of the shareholders of the Target which are   required to implement the Scheme and which are referred to, and substantially   in the form set out in, the Scheme Circular and which are to be proposed at   the General Meeting. “Scheme Shareholders”: at any time, the registered   holders of Scheme Shares at such time. “Scheme Shares”: the Target Shares   which are subject to the Scheme in accordance with the terms of the Scheme.   “Securities”: notes issued pursuant to an offering under Rule 144A and/or   Regulation S under the Securities Act of 1933, or other private placement, in   each case, with or without registration rights (or a registered public debt   offering), representing all or portion of the permanent financing for the   Target Acquisition. “Segregated Account”: any segregated account of   Acquisition Co maintained by Barclays Bank PLC. “Single Employer Plan”: any   Plan that is covered by Title IV of ERISA, but that is not a Multiemployer   Plan. “Squeeze-Out Level Acceptances”: such level of acceptances under the   Takeover Offer that entitle the Borrower (or any Acquisition Co (if any)) to   implement the compulsory squeeze-out procedures for the acquisition of   minority shareholdings under Section 979 of the Companies Act 2006.   “Squeeze-Out Payments”: payment (directly or indirectly) of the cash   consideration payable to the holders of Target Shares pursuant to the   operation by the Borrower or any Acquisition Co (if any) of the procedures   contained in in Sections 979 to 981 of the Companies Act 2006. “Sterling   Equivalent”: at the time of determination thereof, (a) if such amount is   expressed in Pounds Sterling, such amount and (b) if such amount is   denominated in any other currency, the equivalent of such amount in Pounds   Sterling as determined by the Administrative Agent based on the rate   published or quoted by Bloomberg. For purposes of subsection 3.1(b), the   “Sterling Equivalent” of any amount denominated in a currency other than   Pounds Sterling shall be calculated pursuant to the exchange rate set forth   in the applicable Hedge Agreement entered in connection with the relevant   transaction or any other exchange rate agreed by the Administrative Agent.   “Subsidiary”: as to any Person, a corporation, limited liability company,   partnership or other entity of which shares of stock or other ownership   interests having ordinary voting power (other than stock or such other   ownership interests having such power only by reason of the happening of a   contingency) to elect a majority of the board of directors or other managers   of such corporation, partnership or other entity are at the time owned, or   the management of which - 24 - Active.28128860.17 


    




 










is otherwise   controlled, directly or indirectly through one or more intermediaries, or   both, by such Person. Unless otherwise qualified, all references to a   “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a   Subsidiary or Subsidiaries of the Borrower. “Takeover Offer”: any offer   (within the meaning of Section 974 of the Companies Act 2006) by the Borrower   or any Acquisition Co (if any) in accordance with the City Code to acquire   all of the Target Shares not already held by it at the date of such offer   (within the meaning of Section 975 of the Companies Act 2006), substantially   on the terms and conditions set out in an Offer Press Announcement (as such   offer may be amended in any way which is not prohibited by the terms of the   Loan Documents). “Takeover Offer Document”: the document issued by or on   behalf of the Borrower or any Acquisition Co (if any) and dispatched to   shareholders of the Target in respect of a Takeover Offer containing the   terms and conditions of the Takeover Offer and reflecting the Offer Press   Announcement in all material respects, as such document may be amended from   time to time to the extent such amendment is not prohibited by the Loan   Documents. “Target”: BTG plc, a public limited company incorporated under the   laws of England and Wales. “Target Acquisition”: the acquisition by the   Borrower or any Acquisition Co (if any) of the Target Shares which are   subject to the Scheme or Takeover Offer (as the case may be) pursuant to the   Offer Documents or the Scheme Documents, as applicable, which acquisition   will be effected pursuant to a Scheme of a Takeover Offer. “Target Group”:   the Target and its subsidiaries. “Target Shares”: all of the issued and to be   issued ordinary share capital of the Target at the date of the Takeover Offer.   “Taxes”: all present or future taxes, levies, imposts, duties, deductions,   withholdings, assessments or other charges in the nature of a tax imposed by   any Governmental Authority, including any interest additions or penalties   applicable thereto. “Termination Date”: (a) in the case of Tranche 1   Commitments, the date that is 364 days after the first Borrowing Date or, if   the date that is 364 calendar days following the first Borrowing Date is not   a Business Day, the Business Day immediately preceding the date that is 364   calendar days following the first Borrowing Date or (b) in the case of   Tranche 2 Commitments, the date that is 90 days after the first Borrowing   Date or, if the date that is 90 calendar days following the first Borrowing   Date is not a Business Day, the Business Day immediately preceding the date   that is 90 calendar days following the first Borrowing Date. “Term Loan   Facility”: a term loan facility, representing all or a portion of the   permanent financing for the Target Acquisition. “Ticking Fee Commencement   Date”: the date that is sixty days following the Effective Date. - 25 -   Active.28128860.17 


    




 










“Ticking Fee   Rate”: for each day, the rate per annum based on the Ratings in effect on   such day, as set forth below: Ticking Fee Rate Rating Rating I Rating II   Rating III Rating IV Rating V 0.080% 0.090% 0.110% 0.150% 0.225% “Ticking   Fees”: collectively, the Tranche 1 Ticking Fee and the Tranche 2 Ticking Fee.   “Tranche”: the collective reference to Eurodollar Loans the then current   Interest Periods with respect to all of which begin on the same date and end   on the same later date (whether or not such Loans shall originally have been   made on the same day). “Tranche 1 Commitment”: as to any Lender, the   obligation of such Lender to make Loans to the Borrower hereunder during the   Commitment Period in an aggregate principal amount not to exceed the amount   set forth opposite such Lender’s name on Schedule I under the heading   “Tranche 1 Commitment,” as such amount may be reduced or increased from time   to time in accordance with the provisions of this Agreement. “Tranche 1   Loans”: a loan made by a Lender pursuant to its Tranche 1 Commitment to the   Borrower as part of a Borrowing. “Tranche 1 Ticking Fee”: as defined in   subsection 2.3(b). “Tranche 2 Commitment”: as to any Lender, the obligation   of such Lender to make Loans to the Borrower hereunder during the Commitment   Period in an aggregate principal amount not to exceed the amount set forth   opposite such Lender’s name on Schedule I under the heading “Tranche 2   Commitment,” as such amount may be reduced or increased from time to time in   accordance with the provisions of this Agreement. “Tranche 2 Loans”: a loan   made by a Lender pursuant to its Tranche 2 Commitment to the Borrower as part   of a Borrowing. “Tranche 2 Ticking Fee”: as defined in subsection 2.3(c).   “Transaction Costs”: all fees, costs and expenses incurred or payable by the   Borrower or any of its Subsidiaries in connection with the Transactions.   “Transactions”: the (i) execution and delivery of this Agreement and the   other Loan Documents, (ii) the borrowing of Loans and the use of the proceeds   thereof, (iii) the consummation of the Target Acquisition and (iv) the   payment of Transaction Costs. “Transferee”: as defined in subsection 11.6(f).   - 26 - Active.28128860.17 


    




 










“Type”: as to   any Loan, its nature as an ABR Loan or a Eurodollar Loan. “United States”:   the United States of America (including the states, commonwealths and   territories thereof and the District of Columbia). “U.S. Person”: a “United   States person” within the meaning of Section 7701(a)(30) of the Code. “U.S.   Tax Compliance Certificate”: as defined in subsection 3.10(c)(C). “Write-Down   and Conversion Powers”: with respect to any EEA Resolution Authority, the   write-down and conversion powers of such EEA Resolution Authority from time   to time under the Bail-In Legislation for the applicable EEA Member Country,   which write-down and conversion powers are described in the EU Bail-In   Legislation Schedule. 1.2. Other Definitional Provisions. (a) Unless   otherwise specified therein, all terms defined in this Agreement shall have   the defined meanings when used in any Notes or any certificate or other   document made or delivered pursuant hereto. (b) As used herein and in any   Notes, and any certificate or other document made or delivered pursuant   hereto, accounting terms relating to the Borrower and its Subsidiaries not   defined in subsection 1.1 and accounting terms partly defined in subsection   1.1, to the extent not defined, shall have the respective meanings given to   them under GAAP. (c) The words “hereof,” “herein” and “hereunder” and words   of similar import when used in this Agreement shall refer to this Agreement   as a whole and not to any particular provision of this Agreement, and   Section, subsection, Schedule and Exhibit references are to this Agreement   unless otherwise specified. (d) The meanings given to terms defined herein   shall be equally applicable to both the singular and plural forms of such   terms. (e) Computations of amounts and ratios referred to herein shall be   made without giving effect to any change in accounting for leases pursuant to   GAAP resulting from the implementation of Accounting Standards Update   2016-02, Leases (Topic 842) issued February 2016, as amended from time to   time. SECTION 2 AMOUNT AND TERMS OF COMMITMENTS 2.1. Commitments. Subject to   the terms and conditions hereof, each Lender severally agrees: (a) to make   Tranche 1 Loans in Pounds Sterling or Dollars to the Borrower from time to   time on any Business Day during the Commitment Period, in each case in an   aggregate - 27 - Active.28128860.17 


    




 










principal   amount (including the Sterling Equivalent of any Tranche 1 Loans denominated   in Dollars) not to exceed such Lender’s Tranche 1 Commitment immediately   prior to the making of such Tranche 1 Loans; and (b) to make Tranche 2 Loans   in Pounds Sterling or Dollars to the Borrower from time to time on any   Business Day during the Commitment Period, in each case in an aggregate   principal amount (including the Sterling Equivalent of any Tranche 2 Loans   denominated in Dollars) not to exceed such Lender’s Tranche 2 Commitment   immediately prior to the making of such Tranche 2 Loans; provided, that no   Tranche 2 Loans may be drawn unless, upon or after giving effect to the   making of such Tranche 2 Loans (together with any concurrent Tranche 1   Loans), there are no undrawn Tranche 1 Commitments outstanding (except   undrawn Tranche 1 Commitments in an aggregate amount not to exceed the aggregate   cash price payable in consideration for the Target Shares (including pursuant   to the exercise of options to purchase Target Shares) that remain outstanding   to be acquired by Borrower or any Acquisition Co as of, and after giving   effect to, the first Borrowing Date). Loans denominated in Pounds Sterling   shall be Eurodollar Loans. Loans denominated in Dollars may be (i) Eurodollar   Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by the   Borrower and notified to the Administrative Agent in accordance with   subsections 2.2 and 3.2. Amounts borrowed under this subsection 2.1 and   repaid or prepaid may not be reborrowed. 2.2. Procedure for Borrowing. The   Borrower may borrow under the Commitments during the Commitment Period on any   Business Day, provided that the Borrower shall give the Administrative Agent   irrevocable notice (which notice must be received by the Administrative Agent   prior to (x) with respect to Eurodollar Loans, 12:00 P.M., New York City time   on the date that is three Business Days prior to the Borrowing Date, or (y)   with respect to ABR Loans, 12:00 P.M., New York City time on the date that is   one Business Day prior to the Borrowing Date, in each case specifying (i) the   amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the   borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof,   (iv) the Class of Loans comprising such Borrowing and (v) if the borrowing is   to be entirely or partly of Eurodollar Loans, the amount of such Type of Loan   and the length of the initial Interest Period therefor. The borrowing under   the Commitments shall be in an amount equal to (x) in the case of ABR Loans,   $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y)(1) in   the case of Eurodollar Loans denominated in Dollars, $5,000,000 or a whole   multiple of $1,000,000 in excess thereof or (2) in the case of Eurodollar   Loans denominated in Pounds Sterling, £5,000,000 or a whole multiple of   £1,000,000 in excess thereof. Upon receipt of any such notice from the   Borrower, the Administrative Agent shall promptly notify each Lender thereof.   Prior to (x) with respect to Eurodollar Loans, 10:00 A.M., New York City   time, or (y) with respect to ABR Loans, 2:00 P.M., New York City time, on the   Borrowing Date requested by the Borrower, each Lender will make an amount   equal to its Commitment Percentage of the principal amount of the Loans   requested to be made on such Borrowing Date available to the Administrative   Agent for the account of the Borrower at the office of the Administrative   Agent specified in writing by the Administrative Agent to the Lenders in   funds immediately available to the Administrative Agent. Such borrowing will   then be made available to the Borrower by the Administrative Agent crediting   the account of the Borrower with the aggregate of the amounts made available   to the Administrative Agent by the Lenders and in like funds as received by   the Administrative Agent. - 28 - Active.28128860.17 


    




 










2.3. Fees. (a)   Duration Fee. The Borrower agrees to pay to the Administrative Agent for the   account of each Lender based on the amount of its outstanding Tranche 1   Commitments, a non-refundable duration fee (the “Duration Fee”) on each date   set forth below in an amount equal to the product of (i) the percentage set   forth below opposite such date and (ii) the aggregate outstanding principal   amount of Tranche 1 Loans or undrawn Tranche 1 Commitments held by such   Lender on such date: (b) Tranche 1 Ticking Fee. The Borrower agrees to pay to   the Administrative Agent for the account of each Lender a ticking fee for the   period from and including the Ticking Fee Commencement Date to the date on   which such Tranche 1 Commitments terminate in full, computed at the Ticking   Fee Rate on the average daily amount of the Tranche 1 Commitment of such   Lender, subject to adjustment as provided in subsection 2.6 and payable   quarterly in arrears on the last day of each March, June, September and   December and on the date on which the Tranche 1 Commitments terminate in full   (c) Tranche 2 Ticking Fee. The Borrower agrees to pay to the Administrative   Agent for the account of each Lender a ticking fee for the period from and   including the Ticking Fee Commencement Date to the date on which such Tranche   2 Commitments terminate in full, computed at the Ticking Fee Rate on the   average daily amount of the Tranche 2 Commitment of such Lender, subject to   adjustment as provided in subsection 2.6 and payable quarterly in arrears on   the last day of each March, June, September and December and on the date on   which the Tranche 2 Commitments terminate in full. (d) Fee and Syndication   Letter. The Borrower agrees to pay the fees in the amounts and on the dates   set forth in the Fee and Syndication Letter. (e) General. All fees payable   under this subsection 2.3 shall be paid on the dates due, in Pounds Sterling   (except as otherwise expressly provided in the Fee and Syndication Letter)   and in immediately available funds. 2.4. Termination or Reduction of Commitments.   The Borrower shall have the right, upon not less than three Business Days’   notice to the Administrative Agent, to terminate any Class of Commitments or,   from time to time, to reduce the amount of any Class of Commitments; provided   that no such termination or reduction shall be permitted if, after giving   effect thereto and to any prepayments of the applicable Class of Loans made   on the effective date thereof, either (a) the aggregate Tranche 1 Commitments   or Tranche 2 Commitments, as applicable, would not be greater than or equal   to zero or (b) the Tranche 1 Commitments or - 29 - Active.28128860.17   Duration Fees 90 days after the Closing Date 180 days after the Closing Date   270 days after the Closing Date 0.500% 0.750% 1.000% 


    




 










Tranche 2   Commitments, as applicable, of any Lender would not be greater than or equal   to zero; provided further that such notice delivered by the Borrower may   state that such notice is conditioned upon the effectiveness of other credit   facilities, in which case such notice may be revoked by the Borrower (by   notice to the Administrative Agent on or prior to the specified effective   date) if such condition is not satisfied. Any such reduction shall be in an   amount equal to £5,000,000 or a whole number multiple thereof and shall   reduce permanently the Tranche 1 Commitments or Tranche 2 Commitments, as   applicable, then in effect. The Administrative Agent shall give each Lender   prompt notice of any notice received from the Borrower pursuant to this   subsection 2.4. Unless previously terminated, the unused Commitments (if any)   shall terminate in full at 11:59 p.m. (London Time) on the earlier of (i) the   last day of the Commitment Period and (ii) the date on which all of the   Certain Funds Purposes have been achieved without the making of any Loans.   Any termination or reduction of the Commitments shall be permanent. 2.5.   Repayment of Loans. The Borrower hereby unconditionally promises to pay to   the Administrative Agent for the account of each Lender the then unpaid principal   amount of each Loan of such Lender on the Termination Date (or such earlier   date on which the Loans become due and payable pursuant to Section 8). The   Borrower hereby further agrees to pay interest on the unpaid principal amount   of the Loans from time to time outstanding from the date hereof until payment   in full thereof at the rates per annum, and on the dates, set forth in   subsection 3.4. 2.6. Defaulting Lenders. (a) Notwithstanding anything to the   contrary contained in this Agreement, if any Lender becomes a Defaulting   Lender, then, until such time as that Lender is no longer a Defaulting   Lender, to the extent permitted by applicable law: (i) That Defaulting   Lender’s right to approve or disapprove any amendment, waiver or consent with   respect to this Agreement shall be restricted as set forth in subsection   11.1. (ii) Any payment of principal, interest, fees or other amounts received   by the Administrative Agent for the account of that Defaulting Lender   (whether voluntary or mandatory, at maturity, pursuant to Section 10 or   otherwise, and including any amounts made available to the Administrative   Agent by that Defaulting Lender pursuant to subsection 11.7), shall be   applied at such time or times as may be determined by the Administrative   Agent as follows: first, to the payment of any amounts owing by that   Defaulting Lender to the Administrative Agent hereunder; second, as the   Borrower may request (so long as no Event of Default exists), to the funding   of any Loan in respect of which that Defaulting Lender has failed to fund its   portion thereof as required by this Agreement, as determined by the   Administrative Agent; third, if so determined by the Administrative Agent and   the Borrower, to be held in an interest bearing deposit account and released   in order to satisfy obligations of that Defaulting Lender to fund Loans under   this Agreement; fourth, to the payment of any amounts owing to the Lenders as   a result of any judgment of a court of competent jurisdiction obtained by any   Lender against that Defaulting Lender as a result of that Defaulting Lender’s   breach of its obligations under - 30 - Active.28128860.17 


    




 










this Agreement;   fifth, so long as no Event of Default exists, to the payment of any amounts   owing to the Borrower as a result of any judgment of a court of competent   jurisdiction obtained by the Borrower against that Defaulting Lender as a   result of that Defaulting Lender’s breach of its obligations under this   Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a   court of competent jurisdiction; provided that if such payment is a payment   of the principal amount of any Loans in respect of which that Defaulting   Lender has not fully funded its appropriate share, such payment shall be   applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata   basis prior to being applied to the payment of any Loans of that Defaulting   Lender. Any payments, prepayments or other amounts paid or payable to a   Defaulting Lender that are applied (or held) to pay amounts owed by a   Defaulting Lender shall be deemed paid to and redirected by that Defaulting   Lender, and each Lender irrevocably consents to the foregoing. (iii) Ticking   Fees and Duration Fees shall cease to accrue on the unfunded portion of the   Commitment and/or the outstanding Loans, as applicable, of such Defaulting   Lender. (b) If the Borrower and the Administrative Agent agree in writing   that a Defaulting Lender should no longer be deemed to be a Defaulting   Lender, the Administrative Agent will so notify the parties hereto, whereupon   that Lender will cease to be a Defaulting Lender; provided that no   adjustments will be made retroactively with respect to fees accrued or   payments made by or on behalf of the Borrower while that Lender was a   Defaulting Lender; and provided, further, that except to the extent otherwise   expressly agreed by the affected parties, no change hereunder from Defaulting   Lender to Lender will constitute a waiver or release of any claim of any   party hereunder arising from that Lender’s having been a Defaulting Lender.   (c) If any Lender is a Defaulting Lender, then the Borrower may, at its sole   expense and effort, upon notice to such Defaulting Lender and the   Administrative Agent, require such Defaulting Lender to assign and delegate,   without recourse (in accordance with and subject to the restrictions   contained in, and consents required by, subsection 11.6), all of its   interests, rights and obligations under this Agreement and the related Loan   Documents to an assignee that shall assume such obligations (which assignee   may be another Lender, if a Lender accepts such assignment), provided that:   (i) the Borrower shall have paid to the Administrative Agent the assignment   fee specified in subsection 11.6; (ii) such Defaulting Lender shall have received   payment of an amount equal to 100% of the outstanding principal of its Loans,   accrued interest thereon, accrued fees and all other amounts payable to it   hereunder and under the other Loan Documents (including any amounts under   subsection 3.11) from the assignee (to the extent of such outstanding   principal and accrued interest and fees) or the Borrower (in the case of all   other amounts); (iii) such assignment does not conflict with applicable laws;   and - 31 - Active.28128860.17 


    




 










(iv) such   Defaulting Lender shall not be required to sign and deliver any assignment   form in order for such assignment to become effective. A Lender shall not be   required to make any such assignment or delegation if, prior thereto, as a   result of a waiver by such Lender or otherwise, the circumstances entitling   the Borrower to require such assignment and delegation cease to apply.   SECTION 3 CERTAIN PROVISIONS APPLICABLE TO THE LOANS 3.1. Optional and   Mandatory Reductions in Commitments and Prepayments of Loans. (a) The   Borrower may at any time and from time to time prepay the Loans, in whole or   in part, without premium or penalty (other than any amounts payable pursuant   to subsection 3.11 if such prepayment is of Eurodollar Loans and is made on a   day other than the last day of the Interest Period with respect thereto),   upon at least three Business Days’ irrevocable notice to the Administrative   Agent, substantially in the form of Exhibit G; provided further that such   notice delivered by the Borrower may state that such notice is conditioned   upon the effectiveness of other credit facilities, in which case such notice   may be revoked by the Borrower (by notice to the Administrative Agent on or   prior to the specified effective date) if such condition is not satisfied.   Upon receipt of any such notice the Administrative Agent shall promptly   notify each Lender thereof. If any such notice is given, the amount specified   in such notice shall be due and payable on the date specified therein.   Partial prepayments of Loans denominated in Pounds Sterling shall be in an   aggregate principal amount of at least £1,000,000 or an integral multiple of   £100,000 in excess thereof. Partial prepayments of Loans denominated in   Dollars shall be in an aggregate principal amount of at least $1,000,000 or   in an integral multiple of $100,000 in excess thereof. (b) Following the   Effective Date, unused outstanding Commitments shall be reduced (on a Pounds   Sterling for Pounds Sterling basis, with amounts received in non-Pounds   Sterling currencies to be converted to the Sterling Equivalent for purposes   of this calculation) and outstanding Loans shall be prepaid (on a Pounds   Sterling for Pounds Sterling basis for Loans denominated in Sterling or   Dollar for Dollar basis for Loans denominated in Dollars, with amounts   received in non-Pounds Sterling or non-Dollar currencies, as applicable, to   be converted to the Sterling Equivalent or Dollar Equivalent, as applicable,   for purposes of this calculation) on the date (in the case of a reduction in   Commitments) or within five Business Days (in the case of a prepayment of   Loans) of receipt of the Borrower or any of its Subsidiaries of any Net   Proceeds referred to in this paragraph (b) (or in the case of a Qualifying   Committed Financing, receipt by the Borrower or any of its Subsidiaries of   commitments thereof) by or with an amount equal to: (i) (x) 100% of the Net   Proceeds received (during the Certain Funds Period, into a Segregated   Account) by the Borrower or any of its Subsidiaries from the incurrence of   Indebtedness (other than (i) intercompany Indebtedness among the Borrower   and/or its Subsidiaries, (ii) purchase money indebtedness incurred in the   ordinary course of business, (iii) indebtedness with respect to Capital Lease   Obligations - 32 - Active.28128860.17 


    




 










incurred in the   ordinary course of business, (iv) any utilization, amendment, refinancing or   renewal (including any increase of revolving commitments) under the Revolving   Credit Agreement to the extent the aggregate principal amount of revolving   commitments does not exceed $2,750,000,000, (v) any overdraft facility, (vi)   issuances of commercial paper, (vii) Indebtedness to refinance the Borrower’s   $600,000,000 2.850% Senior Notes due 2020 and $850,000,000 6.000% Senior   Notes due 2020, so long as at the time of such issuance of Indebtedness, or   simultaneously with such issuance, any outstanding Commitments are terminated   and any outstanding Loans are prepaid in accordance with the provisions of   this Section 3.1 and (viii) other Indebtedness in an aggregate principal   amount not to exceed $500,000,000) and (y) the aggregate amount of   commitments received in respect of any Qualifying Committed Financing (it   being understood that following the effectiveness of such Commitment   reduction and solely to the extent of the amount thereof, there shall be no   duplicative prepayment of Loans from subsequent proceeds (up to such amount)   received from such Qualifying Committed Financing pursuant to clause   (b)(i)(x) of this subsection 3.1); (ii) 100% of Net Proceeds received (during   the Certain Funds Period, into a Segregated Account) from the issuance of any   equity interests (including any equity-linked securities, hybrid securities   and debt securities which are convertible into equity) by the Borrower or any   of its Subsidiaries (other than (A) issuances pursuant to employee stock   plans or other benefit or employee incentive arrangements, (B) issuances in   connection with the purchase price payable with respect to the Transactions   and (C) issuances between or among the Borrower and its Subsidiaries); (iii)   100% of the Net Proceeds received (during the Certain Funds Period, into a   Segregated Account) by the Borrower or any of its Subsidiaries from Asset   Sales (except for (A) Asset Sales between or among the Borrower and its Subsidiaries,   (B) Asset Sales, the Net Proceeds of which do not exceed $25,000,000   individually or $250,000,000 in the aggregate and (C) to the extent that,   prior to the Closing Date, the Commitments have been reduced pursuant to   clause (c)(i) of this subsection 3.1 in an aggregate principal amount of at   least $1,000,000,000 as a result of commitments received by the Borrower   under the Term Loan Facility , Asset Sales of assets acquired pursuant to the   Target Acquisition, the Net Proceeds of which do not exceed $1,000,000,000);   provided, that if no Event of Default exists and the Borrower shall deliver   to the Administrative Agent a certificate of a Responsible Officer promptly   following receipt of any such Net Proceeds setting forth the Borrower’s   intention to use any portion of such Net Proceeds to acquire, maintain,   develop, construct, improve, upgrade, repair, replace or reinstate tangible   assets useful in the Business or to make a Qualified Acquisition within the   Reinvestment Period, such portion of such Net Proceeds shall not constitute   Net Proceeds except to the extent not, within the Reinvestment Period, so   used; and (iv) within ten Business Days of the first Business Day following   the end of the Certain Funds Period on which the Borrower would be permitted under   applicable law and the Target’s and/or its Subsidiaries’ constitutional   documents to cause (including pursuant to intercompany loans permitted   following the taking of applicable actions referred to in subsection 6.8(k))   the Target and/or its Subsidiaries’ cash and Cash - 33 - Active.28128860.17 


    




 










Equivalents to   be paid or distributed to the Borrower and used for the prepayment of Loans   (the amount of such cash and Cash Equivalents, the “Available Target   Amount”), an amount equal to 100% of the Available Target Amount, whether or   not the Borrower in fact causes the payment or distribution of the Available   Target Amount or satisfies such prepayment obligations using such alternative   funds. All mandatory prepayments and Commitment reductions (a) in respect of   clauses (i), (ii) and (iii) above shall be applied: first, to the Tranche 1   Commitments, second to the Tranche 1 Loans, third, to the Tranche 2   Commitments and fourth to the Tranche 2 Loans and (b) in respect of clause   (iv) above shall be applied: first to the Tranche 2 Commitments and second to   the Tranche 2 Loans. During the Certain Funds Period, the Borrower shall   cause the Net Proceeds required to be applied to the reduction of Commitments   pursuant to clauses (i), (ii) and (iii) of this subsection 3.1(b) to be   deposited in a Segregated Account. (c) Each prepayment of Loans pursuant to   this subsection 3.1 shall be accompanied by the payment of unpaid accrued   interest on the principal amount so prepaid and any amounts payable under subsection   3.11 in connection with such prepayment. 3.2. Conversion and Continuation   Options. (a) The Borrower may elect from time to time to convert Eurodollar   Loans denominated in Dollars to ABR Loans by giving the Administrative Agent   at least two Business Days’ prior irrevocable notice of such election. The   Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans   by giving the Administrative Agent at least three Business Days’ prior   irrevocable notice of such election. Any such notice of conversion to   Eurodollar Loans shall specify the length of the initial Interest Period   therefor. Upon receipt of any such notice the Administrative Agent shall   promptly notify each Lender thereof. All or any part of outstanding   Eurodollar Loans and ABR Loans may be converted as provided herein, provided   that (i) no Loan may be converted into a Eurodollar Loan when any Event of   Default has occurred and is continuing and the Administrative Agent has or   the Majority Lenders have determined that such a conversion is not   appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the   date that is one month prior to the Termination Date, (iii) no Loan   denominated in Pounds Sterling may be converted into an ABR Loan and (iv) no   Loan may be converted from one currency to another currency or from one Class   to another Class. (b) Any Eurodollar Loans may be continued as such upon the   expiration of the then current Interest Period with respect thereto by the   Borrower giving notice to the Administrative Agent, in accordance with the   applicable provisions of the term “Interest Period” set forth in subsection   1.1, of the length of the next Interest Period to be applicable to such   Loans, provided that no Eurodollar Loan may be continued as such (i) when any   Event of Default has occurred and is continuing and the Administrative Agent   has or the Majority Lenders have determined that such a continuation is not   appropriate or (ii) after the date that is one month prior to the Termination   Date, and provided, further, that if the Borrower shall fail to give such   notice or if such continuation is not permitted, any such Loans denominated   in Dollars shall be automatically converted to ABR Loans on the last day of   such then expiring Interest Period and any Loans - 34 - Active.28128860.17 


    




 










denominated in   Pounds Sterling shall automatically continue as Eurodollar Loans with a one   month’s Interest Period. 3.3. Minimum Amounts and Maximum Number of Tranches.   All borrowings, conversions and continuations of Loans hereunder and all   selections of Interest Periods hereunder shall be in such amounts and be made   pursuant to such elections so that, after giving effect thereto, the   aggregate principal amount of the Eurodollar Loans comprising each Eurodollar   Tranche shall be equal to (i) if denominated in Pounds Sterling, £5,000,000   or a whole multiple of £1,000,000 in excess thereof and (ii) if denominated   in Dollars, $5,000,000 or a whole multiple of $1,000,000 in excess thereof.   In no event shall there be more than seven Tranches outstanding at any time.   3.4. Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear   interest for each day during each Interest Period with respect thereto at a   rate per annum equal to the Eurocurrency Rate determined for such Interest   Period plus the Applicable Margin in effect for such day. (b) Each ABR Loan   shall bear interest at a rate per annum equal to the ABR plus the Applicable   Margin. (c) If all or a portion of (i) any principal of any Loan, (ii) any   interest payable thereon or (iii) any other amount payable hereunder shall   not be paid when due (whether at the stated maturity, by acceleration or   otherwise), the principal of the Loans and/or any such overdue interest or   other amount shall bear interest at a rate per annum which is (x) in the case   of principal, the rate that would otherwise be applicable thereto pursuant to   the foregoing provisions of this subsection 3.4 plus 2% or (y) in the case of   any such overdue interest or other amount, the rate described in paragraph   (b) of this subsection 3.4 plus 2%, in each case from the date of such   non-payment until such overdue principal, interest or other amount is paid in   full (as well after as before judgment). (d) Interest pursuant to this   subsection 3.4 shall be payable in arrears on each Interest Payment Date,   provided that interest accruing pursuant to paragraph (c) of this subsection   3.4 shall be payable from time to time on demand. 3.5. Computation of   Interest and Fees. (a) All interest and fees hereunder shall be computed on   the basis of a year of 360 days, except that (i) interest computed by   reference to the ABR when it is based on the Prime Rate shall be computed on   the basis of a year of 365 days (or 366 days in a leap year) and (ii)   interest computed with respect to Loans denominated in Pounds Sterling shall   be computed on the basis of a year of 365 days, and in each and shall be   payable for the actual number of days elapsed (including the first day but   excluding the last day). The applicable ABR or Eurocurrency Rate shall be   determined by the Administrative Agent, and such determination shall be   conclusive absent manifest error. The Administrative Agent shall as soon as   practicable notify the Borrower and the Lenders of each determination of a   Eurocurrency Rate. Any change in the interest rate on a Loan resulting from a   change in the ABR shall become effective as of the opening of business on the   day on which such change becomes effective. The Administrative - 35 -   Active.28128860.17 


    




 










Agent shall as   soon as practicable notify the Borrower and the relevant Lenders of the   effective date and the amount of each such change in interest rate. (b) Each   determination of an interest rate by the Administrative Agent pursuant to any   provision of this Agreement shall be conclusive and binding on the Borrower   and the Lenders in the absence of manifest error. The Administrative Agent   shall, at the request of either of the Borrower, deliver to the Borrower a   statement showing the quotations used by the Administrative Agent in   determining any interest rate pursuant to subsections 3.4(a) or (b). 3.6.   Inability to Determine Interest Rate. (a) If prior to the first day of any   Interest Period: (i) the Administrative Agent shall have determined (which   determination shall be conclusive and binding upon the Borrower) that, by   reason of circumstances affecting the relevant market, adequate and   reasonable means do not exist for ascertaining the Eurocurrency Rate for such   Interest Period, or (ii) the Administrative Agent shall have received notice   from the Majority Lenders that the Eurocurrency Rate determined or to be   determined for such Interest Period will not adequately and fairly reflect   the cost to such Lenders (as conclusively certified by such Lenders) of making   or maintaining their affected Loans during such Interest Period, the   Administrative Agent shall give telecopy notice thereof to the Borrower and   the Lenders as soon as practicable thereafter. If such notice is given (w)   any Eurodollar Loans requested to be made on the first day of such Interest   Period shall be made as ABR Loans, provided, that, notwithstanding the   provisions of subsection 2.2, the Borrower may cancel the request for such   Eurodollar Loan by written notice to the Administrative Agent one Business   Day prior to the first day of such Interest Period and the Borrower shall not   be subject to any liability pursuant to subsection 3.11 with respect to such   cancelled request, (x) any Loans denominated in Dollars that were to have   been converted on the first day of such Interest Period to Eurodollar Loans   shall be continued as ABR Loans, (y) any outstanding Eurodollar Loans   denominated in Dollars shall be converted, on the first day of such Interest   Period, to ABR Loans and (z) any Loans denominated in Pounds Sterling to   which such Interest Period relates shall be maintained at a rate for   short-term borrowings of Pounds Sterling determined in a customary manner in   good faith by the Administrative Agent. Until such notice has been withdrawn   by the Administrative Agent, no further Eurodollar Loans shall be made or   continued as such, nor shall the Borrower have the right to convert ABR Loans   to Eurodollar Loans. (b) If at any time the Administrative Agent determines   (which determination shall be conclusive absent manifest error) that (i) the   circumstances set forth in clauses (a)(i) or (ii) above have arisen and such   circumstances are unlikely to be temporary or (ii) the circumstances set   forth in clauses (a)(i) or (ii) above have not arisen but the supervisor for   the administrator of the Eurocurrency Rate or a Governmental Authority having   jurisdiction over the Administrative Agent has made a public statement   identifying a specific date after which the Eurocurrency Rate shall no longer   be used for determining interest rates for loans, then the Administrative   Agent and the Borrower shall endeavor to establish an alternate rate of   interest to the Eurocurrency - 36 - Active.28128860.17 


    




 










Rate that gives   due consideration to the then prevailing market convention for determining a   rate of interest for syndicated loans in the United States at such time, and   shall enter into an amendment to this Agreement to reflect such alternate   rate of interest and such other related changes to this Agreement as may be   applicable. Notwithstanding anything to the contrary in subsection 11.1, such   amendment shall become effective without any further action or consent of any   other party to this Agreement so long as the Administrative Agent shall not   have received, within five Business Days of the date notice of such alternate   rate of interest is provided to the Lenders, a written notice from the   Majority Lenders stating that such Majority Lenders object to such amendment;   provided that, if such alternate rate of interest shall be less than zero,   such rate shall be deemed to be zero for the purposes of this Agreement. 3.7.   Pro Rata Treatment and Payments. (a) Each payment (including each prepayment)   by the Borrower on account of principal of and interest on the Loans shall be   made pro rata according to the respective outstanding principal amounts of   the Loans then held by the Lenders under each applicable Class. Amounts   prepaid on account of the Loans may not be reborrowed. (b) The borrowing by   the Borrower of Loans on any Borrowing Date from the Lenders hereunder shall   be made pro rata according to the Commitment Percentages of the Lenders under   each applicable Class in effect on such Borrowing Date. Unless otherwise set   forth herein, (i) all payments (including prepayments) to be made by the   Borrower hereunder in respect of amounts denominated in Pounds Sterling,   whether on account of principal, interest, fees or otherwise, shall be made   without set off or counterclaim and shall be made prior to 10:00 A.M., New   York City time, on the due date thereof to the Administrative Agent, for the   account of the relevant Lenders, at the Administrative Agent’s office   specified in subsection 11.2 for Pounds Sterling, in Pounds Sterling and (ii)   all payments (including prepayments) to be made by the Borrower hereunder in   respect of amounts denominated in Dollars, whether on account of principal,   interest, fees or otherwise, shall be made without set off or counterclaim   and shall be made prior to 12:00 Noon, New York City time, on the due date   thereof to the Administrative Agent, for the account of the relevant Lenders,   at the Administrative Agent’s office specified in subsection 11.2 for   payments denominated in Dollars, and in each case in immediately available   funds. The Administrative Agent shall distribute such payments to the   relevant Lenders promptly upon receipt in like funds as received. If any   payment hereunder (other than payments on the Eurodollar Loans) becomes due   and payable on a day other than a Business Day, such payment shall be   extended to the next succeeding Business Day, and, with respect to payments   of principal, interest thereon shall be payable at the then applicable rate   during such extension. If any payment on a Eurodollar Loan becomes due and   payable on a day other than a Business Day, the maturity of such payment   shall be extended to the next succeeding Business Day (and, with respect to   payments of principal, interest thereon shall be payable at the then   applicable rate during such extension) unless the result of such extension   would be to extend such payment into another calendar month, in which event   such payment shall be made on the immediately preceding Business Day. (c)   Notwithstanding the foregoing, payments may be made on a non pro rata basis   under this Agreement in order to give effect to subsection 2.4. - 37 -   Active.28128860.17 


    




 










(d) Unless the   Administrative Agent shall have been notified in writing by any Lender prior   to a borrowing that such Lender will not make the amount that would   constitute its share of such borrowing available to the Administrative Agent,   the Administrative Agent may assume that such Lender is making such amount   available to the Administrative Agent, and the Administrative Agent may, in   reliance upon such assumption, make available to the Borrower a corresponding   amount. If such amount is not made available to the Administrative Agent by   the required time on the Borrowing Date therefor, such Lender shall pay to   the Administrative Agent, on demand, such amount with interest thereon at a   rate equal to the daily average Federal Funds Effective Rate for the period   until such Lender makes such amount immediately available to the   Administrative Agent. A certificate of the Administrative Agent submitted to   any Lender with respect to any amounts owing under this subsection 3.7 shall   be conclusive in the absence of manifest error. If such Lender’s share of   such borrowing is not made available to the Administrative Agent by such   Lender within three Business Days of such Borrowing Date, the Administrative   Agent shall also be entitled to recover such amount with interest thereon   equal to the rate per annum applicable to ABR Loans hereunder, on demand,   from the Borrower. 3.8. Illegality. Notwithstanding any other provision   herein, if after the date hereof the adoption of or any change in any   Requirement of Law or in the interpretation or application thereof shall make   it unlawful for any Lender to make or maintain Eurodollar Loans as   contemplated by this Agreement, (a) the commitment of such Lender hereunder   to make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR   Loans to Eurodollar Loans shall forthwith be cancelled, (b) such Lender’s   Loans then outstanding as Eurodollar Loans denominated in Dollars, if any,   shall be converted automatically to ABR Loans on the respective last days of   the then current Interest Periods with respect to such Loans or within such   earlier period as required by law and (c) such Lender’s Loans then   outstanding denominated in Pounds Sterling shall be maintained at a rate for   short-term borrowings of Pounds Sterling determined in a customary manner in   good faith by the Administrative Agent. If any such conversion of a   Eurodollar Loan occurs on a day which is not the last day of the then current   Interest Period with respect thereto, the Borrower shall pay to such Lender   such amounts, if any, as may be required pursuant to subsection 3.11. 3.9.   Requirements of Law. (a) If, due to either (i) the introduction of or any   change in any law or regulation or in the interpretation or administration of   any law or regulation by any Governmental Authority charged with the   interpretation or administration thereof or (ii) the compliance with any   guideline or request from any central bank or other Governmental Authority   that would be complied with generally by similarly situated banks or lenders   acting reasonably (whether or not having the force of law and for the   avoidance of doubt, including any changes resulting from requests, rules,   guidelines or directives concerning capital adequacy issued after the date   hereof in connection with the Dodd-Frank Wall Street Reform and Consumer   Protection Act or promulgated after the date hereof by the Bank for   International Settlements, the Basel Committee on Banking Supervision (or any   successor or similar authority) or the United States or foreign regulatory   authorities, in each case pursuant to Basel III), there shall be any increase   in the cost to any Lender of agreeing to make or making, funding or   maintaining Eurodollar Loans (except any reserve or other requirement   contemplated by subsection 3.9(b) or (c) other than as set forth below) by an   amount deemed by such Lender to be material (except, for the avoidance of   doubt, - 38 - Active.28128860.17 


    




 










for   Non-Excluded Taxes indemnified under subsection 3.10 and Excluded Taxes),   then the Borrower shall from time to time, upon demand by such Lender (with a   copy of such demand to the Administrative Agent), pay to the Administrative   Agent for the account of such Lender additional amounts sufficient to   compensate such Lender for such increased cost. A certificate as to the   amount of such increased cost, submitted to the Borrower and the   Administrative Agent by such Lender, shall be conclusive and binding for all   purposes, absent manifest error. (b) If, due to either (i) the introduction   of or any change in or interpretation of any law or regulation or (ii)   compliance with any guideline or request from any central bank or other   governmental or regulatory authority which becomes effective after the date   hereof (for the avoidance of doubt, including any changes resulting from   requests, rules, guidelines or directives concerning capital adequacy issued   after the date hereof in connection with the Dodd-Frank Wall Street Reform   and Consumer Protection Act or promulgated after the date hereof by the Bank   for International Settlements, the Basel Committee on Banking Supervision (or   any successor or similar authority) or the United States or foreign   regulatory authorities, in each case pursuant to Basel III), there shall be   any increase in the amount of capital required or expected to be maintained   by any Lender or any corporation controlling such Lender and the amount of   such capital is increased by or based upon the existence of such Lender’s   Loans or commitment to extend credit and other commitments of this type by an   amount deemed by such Lender to be material, then, upon demand by such Lender   (with a copy of such demand to the Administrative Agent), the Borrower shall   pay to the Administrative Agent for the account of such Lender, from time to   time as specified by such Lender, additional amounts sufficient to compensate   such Lender or such corporation in the light of such circumstances, to the   extent that such Lender reasonably determines such increase in capital to be   allocable to the existence of such Lender’s Loans or commitment to extend   credit hereunder. A certificate as to such amounts submitted to the Borrower   and the Administrative Agent by such Lender shall be conclusive and binding   for all purposes as to the calculations therein, absent manifest error. Such   certificate shall be in reasonable detail and shall certify that the claim   for additional amounts referred to therein is generally consistent with such   Lender’s treatment of similarly situated customers of such Lender whose   transactions with such Lender are similarly affected by the change in   circumstances giving rise to such payment, but such Lender shall not be   required to disclose any confidential or proprietary information therein. (c)   For purposes of the foregoing paragraphs (a) and (b), the amendments to 12   C.F.R. Part 327 set forth in the final rule attached to the Federal Deposit   Insurance Corporation Financial Institution Letter FIL-8-2011, dated February   9, 2011, shall be deemed to have been introduced and adopted after the date   of this Agreement. 3.10.Taxes. (a) All payments made by the Borrower under   any Loan Document shall be made free and clear of, and without deduction or   withholding for or on account of, any Taxes excluding (i) all net income   Taxes, franchise Taxes or other Taxes, including branch profits Taxes, in   each case imposed on the Administrative Agent or any Lender as a result of a   present or former connection between the Administrative Agent or such Lender   and the jurisdiction of the Governmental Authority imposing such Tax or any   political subdivision or taxing authority thereof or therein (other than any   such connection arising solely from the Administrative Agent - 39 -   Active.28128860.17 


    




 










or such Lender   having executed, delivered or performed its obligations or received a payment   under, or enforced, any Loan Document), (ii) in the case of a Lender other   than an assignee pursuant to a request by a Borrower under subsection 3.12,   any U.S. federal withholding Tax that is imposed under a law in effect at the   time such Lender becomes a party hereto (or designates a new lending office),   except to the extent that such Lender (or its assignor, if any) was entitled,   immediately prior to the time of designation of a new lending office (or   assignment), to receive additional amounts from the Borrower with respect to   such withholding Tax pursuant to this Section, (iii) any withholding Tax   imposed as a result of a Lender failing to comply with subsection 3.10(c) and   (iv) any U.S. federal Taxes that are imposed by reason of FATCA (Taxes in   clauses (i) to (iv) being “Excluded Taxes”). If any Taxes are required to be   withheld from any amounts payable to the Administrative Agent or any Lender   hereunder or under any Loan Document as determined in good faith by the   applicable withholding agent, (x) such amounts shall be paid to the relevant   Governmental Authority in accordance with applicable law and (y) if such   Taxes are non-excluded Taxes (“Non-Excluded Taxes”) the amounts so payable by   the Borrower to the Administrative Agent or such Lender shall be increased to   the extent necessary to yield to the Administrative Agent or such Lender   (after payment of all Non-Excluded Taxes) interest or any such other amounts   payable hereunder at the rates or in the amounts specified in such Loan   Document as if such withholding or deduction had not been made. Whenever any   Taxes are payable by the Borrower pursuant to this Section, as promptly as   possible thereafter the Borrower shall send to the Administrative Agent for   its own account or for the account of such Lender, as the case may be, a   certified copy of an original official receipt received by the Borrower   showing payment thereof or other evidence of such payment satisfactory to the   Administrative Agent (in its reasonable discretion). If the Borrower fails to   pay any Non-Excluded Taxes when due to the appropriate taxing authority or   fails to remit to the Administrative Agent the required receipts or other   required documentary evidence, the Borrower shall indemnify the   Administrative Agent and the Lenders for any incremental Taxes that may   become payable by the Administrative Agent or any Lender as a result of any   such failure. The agreements in this subsection 3.10 shall survive the   termination of this Agreement and each other Loan Document and the payment of   the Loans and all other amounts payable hereunder and thereunder. (b) The   Borrower shall indemnify and hold harmless the Administrative Agent and each   Lender within 20 days after demand therefor, for the full amount of any   Non-Excluded Taxes (including Non-Excluded Taxes imposed or asserted on or   attributable to amounts payable under this subsection 3.10) payable by the   Administrative Agent or such Lender and any penalties, interest and   reasonable expenses arising therefrom or with respect thereto; provided that   the Borrower shall not be obligated to indemnify the Administrative Agent or   any such Lender pursuant to this subsection 3.10(b) in respect of penalties,   interest or reasonable expenses if such penalties, interest or reasonable expenses   are attributable to the gross negligence or willful misconduct of the person   seeking indemnification. (c) Any Lender that is entitled to an exemption from   or reduction of withholding Tax with respect to payments made under any Loan   Document shall deliver to the Borrower and the Administrative Agent, at the   time or times reasonably requested by the Borrower or the Administrative   Agent, such properly completed and executed documentation reasonably   requested by the Borrower or the Administrative Agent as will permit such   payments to be made without withholding or at a reduced rate of withholding.   In addition, any Lender, if reasonably - 40 - Active.28128860.17 


    




 










requested by   the Borrower or the Administrative Agent, shall deliver such other   documentation prescribed by applicable law or reasonably requested by the   Borrower or the Administrative Agent as will enable the Borrower or the   Administrative Agent to determine whether or not such Lender is subject to   backup withholding or information reporting requirements. Notwithstanding   anything to the contrary in the preceding two sentences, the completion,   execution and submission of such documentation (other than such documentation   set forth in subsections 3.10(c)(A), (B) and (D) below) shall not be required   if in the Lender's reasonable judgment such completion, execution or   submission would subject such Lender to any material unreimbursed cost or   expense or would materially prejudice the legal or commercial position of   such Lender. Without limiting the generality of the foregoing, in the event   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 on or prior to the date   on which such Lender becomes a Lender under this Agreement (and from time to   time thereafter upon the reasonable request of the Borrower or the   Administrative Agent), executed originals of IRS Form W-9 certifying that   such Lender is exempt from U.S. Federal backup withholding tax; (B) any   Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver   to the Borrower and the Administrative Agent (in such number of copies as   shall be requested by the recipient) on or prior to the date on which such   Non-U.S. Lender becomes a Lender under this Agreement (and from time to time   thereafter upon the reasonable request of the Borrower or the Administrative   Agent), whichever of the following is applicable: (i) in the case of a   Non-U.S. Lender claiming the benefits of an income tax treaty to which the   United States is a party (x) with respect to payments of interest under any   Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as   applicable, establishing an exemption from, or reduction of, U.S. Federal   withholding Tax pursuant to the “interest” article of such tax treaty and (y)   with respect to any other applicable payments under any Loan Document, IRS   Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or   reduction of, U.S. Federal withholding Tax pursuant to the “business profits”   or “other income” article of such tax treaty; (ii) executed originals of IRS   Form W-8ECI; (iii) in the case of a Non-U.S. Lender claiming the benefits of   the exemption for portfolio interest under Section 871(h) or Section 881(c)   of the Code, (x) a certificate substantially in the form of Exhibit E-1 to   the effect that such Non-U.S. Lender is not a “bank” within the meaning of   Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower   within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled   foreign corporation” described in Section 881(c)(3)(C) of the - 41 -   Active.28128860.17 


    




 










Code (a “U.S.   Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or   W-8BEN-E, as applicable; or (iv) to the extent a Non-U.S. Lender is not the   beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS   Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax   Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit   E-3, IRS Form W-9, and/or other certification documents from each beneficial   owner, as applicable; provided that if the Non-U.S. Lender is a partnership   and one or more direct or indirect partners of such Non-U.S. Lender are   claiming the portfolio interest exemption, such Non-U.S. Lender may provide a   U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf   of each such direct and indirect partner; (C) any Non-U.S. Lender shall, to   the extent it is legally entitled to do so, deliver to the Borrower and the   Administrative Agent (in such number of copies as shall be requested by the   recipient) on or prior to the date on which such Non-U.S. Lender becomes a   Lender under this Agreement (and from time to time thereafter upon the   reasonable request of the Borrower or the Administrative Agent), executed   originals of any other form prescribed by applicable law as a basis for   claiming exemption from or a reduction in U.S. Federal withholding Tax, duly   completed, together with such supplementary documentation as may be   prescribed by applicable law to permit the Borrower or the Administrative   Agent to determine the withholding or deduction required to be made; and (D)   If a payment made to a Lender under any Loan Document would be subject to   U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to   comply with the applicable reporting requirements 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 Administrative Agent, at the time or   times prescribed by law and at such time or times reasonably requested by the   Borrower or Administrative Agent, such documentation prescribed by applicable   law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and   such additional documentation reasonably requested by the Borrower or   Administrative Agent as may be necessary for the Borrower and Administrative   Agent to comply with their obligations under FATCA, to determine that such   Lender has complied with such Lender's obligations under FATCA or to   determine the amount to deduct and withhold from such payment. Solely for   purposes of this clause (D), “FATCA” shall include any amendments made to   FATCA after the date of this Agreement. Notwithstanding any other provision   of this Section, a Lender shall not be required to deliver any form pursuant   to this Section that such Lender is not legally able to deliver. (d) If the   Borrower pays any additional amounts or makes an indemnity payment under this   subsection 3.10 to any Lender or the Administrative Agent, and such Lender or   the Administrative Agent determines in its sole discretion exercised in good   faith that it has actually - 42 - Active.28128860.17 


    




 










received in   connection therewith any refund of the underlying Non-Excluded Taxes, such   Lender or the Administrative Agent shall pay to the Borrower an amount equal   to such refund which was obtained by such Lender or Administrative Agent (but   only to the extent of indemnity payments made, or additional amounts paid by   the Borrower under this subsection 3.10 with respect to the Non-Excluded   Taxes giving rise to such refund) net of all reasonable out-of-pocket   expenses of the Lender or the Administrative Agent with respect to such   refund, and without interest (other than any interest paid by the relevant   taxation authority); provided, however, that the Borrower, upon the request   of the Lender or the Administrative Agent, agrees to repay the amount paid   over to the Borrower to any Lender or the Administrative Agent in the event   any Lender or the Administrative Agent is required to repay such refund, plus   interest and penalties (excluding interest and penalties attributable to the   negligence or willful misconduct of such Lender or the Administrative Agent).   This paragraph shall not be construed to require any Lender or the   Administrative Agent to disclose any confidential information to the Borrower   or any other Person (including its Tax returns). (e) Each Lender shall   indemnify the Administrative Agent for the full amount of any Taxes imposed   by any Governmental Authority that are attributable to such Lender and that   are payable or paid by the Administrative Agent, together with all interest,   penalties, reasonable costs and expenses arising therefrom or with respect   thereto (but only to the extent not already paid by the Borrower), as   determined by the Administrative Agent in good faith. A certificate as to the   amount of such payment or liability delivered to any Lender by the   Administrative Agent shall be conclusive absent manifest error. Each Lender   hereby authorizes the Administrative Agent to set off and apply any and all   amounts at any time owing to such Lender under any Loan Document or otherwise   payable by the Administrative Agent to the Lender from any other source   against any amount due to the Administrative Agent under this subsection   3.10(e). - 43 - Active.28128860.17 


    




 










3.11.Indemnity.   The Borrower agrees to indemnify each Lender and to hold each such Lender   harmless from any loss or expense which such Lender may sustain or incur as a   consequence of (a) default by the Borrower in making a borrowing of,   conversion into or continuation of Eurodollar Loans after the Borrower has   given a notice requesting the same in accordance with the provisions of this   Agreement, (b) default by the Borrower in making any prepayment after the   Borrower has given a notice thereof in accordance with the provisions of this   Agreement or any other Loan Document or (c) the making of a prepayment of   Eurodollar Loans or the conversion of Eurodollar Loans to ABR Loans on a day   which is not the last day of an Interest Period with respect thereto. Such   indemnification may include an amount equal to the excess, if any, of (i) the   amount of interest which would have accrued on the amount so prepaid, or not   so borrowed, converted or continued, for the period from the date of such   prepayment or of such failure to borrow, convert or continue to the last day   of such Interest Period (or, in the case of a failure to borrow, convert or   continue, the Interest Period that would have commenced on the date of such   failure), in each case at the applicable rate of interest for such Loans   provided for herein (excluding, however, the Applicable Margin) over (ii) the   amount of interest (as reasonably determined by such Lender) which would have   accrued to such Lender on such amount by placing such amount on deposit for a   comparable period with leading banks in the interbank eurodollar market. This   covenant shall survive the termination of this Agreement and each other Loan   Document and the payment of the Loans and all other amounts payable hereunder   and thereunder. 3.12.Change of Lending Office; Removal of Lender. Each Lender   agrees that if it makes any demand for payment under subsection 3.9 or   3.10(a), or if any adoption or change of the type described in subsection 3.8   shall occur with respect to it, (i) it will use reasonable efforts   (consistent with its internal policy and legal and regulatory restrictions   and so long as such efforts would not be disadvantageous to it, as determined   in its sole discretion) to designate a different lending office if the making   of such a designation would reduce or obviate the need for the Borrower to   make payments under subsection 3.9 or 3.10(a), or would eliminate or reduce   the effect of any adoption or change described in subsection 3.8 or (ii) it   will, upon at least five Business Days’ notice from the Borrower to such   Lender and the Administrative Agent, assign, pursuant to and in accordance   with the provisions of subsection 11.6(c) and 11.19, to one or more Assignees   designated by the Borrower all, but not less than all, of such Lender’s   rights and obligations hereunder, without recourse to or warranty by, or   expense to, such Lender, for a purchase price equal to the outstanding   principal amount of each Loan then owing to such Lender plus any accrued but unpaid   interest thereon and any accrued but unpaid fees owing thereto and, in   addition, all additional costs and reimbursements, expense reimbursements and   indemnities, if any, owing in respect of such Lender’s Commitment hereunder   at such time (including any amount that would be payable under subsection   3.11 if such assignment were, instead, a prepayment in full of all amounts   owing to such Lender) shall be paid to such Lender. 3.13.Evidence of Debt.   (a) Each Lender shall maintain in accordance with its usual practice an   account or accounts evidencing indebtedness of the Borrower to such Lender   resulting from each Loan of such Lender from time to time, including the   amounts of principal and interest payable and paid to such Lender from time   to time under this Agreement. - 44 - Active.28128860.17 


    




 










(b) The   Administrative Agent shall maintain the Register pursuant to subsection   11.6(d), and a subaccount therein for each Lender, in which shall be recorded   (i) the amount of each Loan made hereunder, the Type thereof and each   Interest Period applicable thereto, (ii) the amount of any principal or   interest due and payable or to become due and payable from the Borrower to   each Lender hereunder and (iii) both the amount of any sum received by the   Administrative Agent hereunder from the Borrower and each Lender’s share   thereof. (c) The entries made in the Register and the accounts of each Lender   maintained pursuant to subsection 3.13(a) shall, to the extent permitted by   applicable law, be prima facie evidence of the existence and amounts of the   obligations of the Borrower therein recorded; provided, however, that the   failure of any Lender or the Administrative Agent to maintain the Register or   any such account, or any error therein, shall not in any manner affect the   obligation of the Borrower to repay (with applicable interest) the Loans made   to the Borrower by such Lender in accordance with the terms of this   Agreement. (d) The Borrower agrees that, upon the request to the   Administrative Agent by any Lender, the Borrower will execute and deliver to   such Lender a promissory note of the Borrower evidencing the Loans of such   Lender, substantially in the form of Exhibit A with appropriate insertions as   to date and principal amount (a “Note”). SECTION 4 REPRESENTATIONS AND   WARRANTIES To induce the Administrative Agent and the Lenders to enter into   this Agreement and to make the Loans, the Borrower hereby represents and   warrants on the Effective Date and on the date of the making of any Loans (it   being understood that the conditions to the Effective Date are solely those   set out in subsection 5.1 and the conditions to making Loans are solely those   set out in subsection 5.2) to the Administrative Agent and each Lender that:   4.1. Financial Condition. The consolidated balance sheet of the Borrower and   its consolidated Subsidiaries as at each of December 31, 2017 and December   31, 2016 and the related consolidated statements of operations and of cash   flows for the fiscal years ended on such dates, reported on by Ernst &   Young LLP, copies of which have heretofore been furnished to each Lender, are   complete and correct and present fairly the consolidated financial condition   of the Borrower and its consolidated Subsidiaries as at such dates, and the   consolidated results of their operations and their consolidated cash flows   for the fiscal years then ended. The unaudited consolidated balance sheet of   the Borrower and its consolidated Subsidiaries as at the date of the   Borrower’s most recent publicly available Form 10-Q and the related unaudited   consolidated statements of operations and of cash flows for the fiscal period   ended on such date, certified by a Responsible Officer, copies of which have   heretofore been furnished to each Lender, are complete and materially correct   and present fairly (subject to normal year-end audit adjustments) the   consolidated financial condition of the Borrower and its consolidated   Subsidiaries as at such date, and the consolidated results of their   operations and their consolidated cash flows for the fiscal period then   ended. All such annual financial statements, including the related schedules   and notes thereto, were, as of the date prepared, prepared in accordance with   GAAP applied consistently throughout the periods involved (except as approved   by such accountants or Responsible Officer, as the case may be, and as   disclosed therein). The quarterly financial - 45 - Active.28128860.17 


    




 










statements have   been prepared in accordance with generally accepted accounting principles for   interim financial information and with the instructions to Form 10-Q and   Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly,   such quarterly financial statements do not include all of the information and   footnotes required by GAAP for complete financial statements. In the opinion   of the Borrower, all adjustments (consisting only of normal recurring   accruals) considered necessary for a fair presentation have been included.   Neither the Borrower nor any of its consolidated Subsidiaries had, at the   date of the most recent balance sheet referred to above, any of the following   except as disclosed in the Borrower’s Form 10-K and 10-Q filings: any material   Guarantee Obligation, material contingent liability or material liability for   taxes, or any material long-term lease or material unusual forward or   long-term commitment, including, without limitation, any interest rate or   foreign currency swap or exchange transaction, which is not reflected in the   foregoing financial statements or in the notes thereto. 4.2. Corporate   Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a)   is duly organized, validly existing and in good standing under the laws of   the jurisdiction of its organization, (b) has the corporate power and   authority, and the legal right, to own and operate its property, to lease the   property it operates as lessee and to conduct the business in which it is   currently engaged, (c) is duly qualified as a foreign corporation and in good   standing under the laws of each jurisdiction where its ownership, lease or   operation of property or the conduct of its business requires such   qualification and (d) is in compliance with all Requirements of Law, except   to the extent that the failure of the foregoing clauses (a) and (b) (in each   such case, only with respect to Subsidiaries of the Borrower), (c) and (d) to   be true and correct could not, in the aggregate, reasonably be expected to have   a Material Adverse Effect. 4.3. Corporate Power; Consents and Authorization;   Enforceable Obligations. The Borrower has the corporate power and authority,   and the legal right, to make, deliver and perform the Loan Documents to which   it is a party and to borrow hereunder and has taken all necessary corporate   action to (i) authorize the borrowings on the terms and conditions of this   Agreement and any Notes and (ii) to authorize the execution, delivery and   performance of the Loan Documents to which it is a party. No consent or   authorization of, filing with, notice to or other act by or in respect of,   any Governmental Authority (including, without limitation, exchange control)   or any other Person is required with respect to the Borrower or any of its   Subsidiaries in connection with the borrowings hereunder or with the   execution, delivery, performance, validity or enforceability of the Loan   Documents to which the Borrower is party. This Agreement and each other Loan   Document to which the Borrower is, or is to become, a party has been or will   be, duly executed and delivered on behalf of the Borrower. This Agreement and   each other Loan Document to which the Borrower is, or is to become, a party   constitutes or will constitute, a legal, valid and binding obligation of the   Borrower, enforceable against the Borrower in accordance with its terms,   subject to the effects of bankruptcy, examination, insolvency, fraudulent   conveyance, reorganization, moratorium and other similar laws relating to or   affecting creditors’ rights generally, general equitable principles (whether   considered in a proceeding in equity or at law) and an implied covenant of   good faith and fair dealing. 4.4. No Legal Bar. The execution, delivery and   performance of the Loan Documents, the borrowings hereunder and the use of   the proceeds thereof will not violate any Requirement of - 46 -   Active.28128860.17 


    




 










Law or   Contractual Obligation of the Borrower or of any of its Subsidiaries which   could reasonably be expected to have a Material Adverse Effect and will not   result in, or require, the creation or imposition of any Lien on any of its   or their respective properties or revenues pursuant to any such Requirement   of Law or Contractual Obligation which could reasonably be expected to have a   Material Adverse Effect. 4.5. No Default. Neither the Borrower nor any of its   Subsidiaries is in default under or with respect to any of its Contractual   Obligations in any respect which could reasonably be expected to have a   Material Adverse Effect. No Default or Event of Default has occurred and is   continuing. 4.6. Taxes. Each of the Borrower and its Subsidiaries has filed   or caused to be filed all tax returns which, to the knowledge of the   Borrower, are required to be filed and has paid all taxes shown to be due and   payable on said returns or on any assessments made against it (other than any   the amount or validity of which are currently being contested in good faith   by appropriate proceedings and with respect to which reserves in conformity   with GAAP have been provided on the books of the Borrower or its   Subsidiaries, as the case may be), except to the extent that the failure to   do so could not reasonably be expected to result in a Material Adverse   Effect. 4.7. Federal Regulations. No part of the proceeds of any Loans will   be used in any manner that would violate Regulation U of the Board as now and   from time to time hereafter in effect. 4.8. ERISA. Neither a Reportable Event   nor a failure to meet the minimum funding standards (within the meaning of   Section 302 of ERISA), whether or not waived, has occurred during the   five-year period prior to the date on which this representation is made or   deemed made with respect to any Plan other than a Multiemployer Plan, and   each Plan has complied in all respects with the applicable provisions of   ERISA and the Code, where the liability could be reasonably expected to   result in a Material Adverse Effect; provided, however, that with respect to   any Multiemployer Plan, such representation is made only to the knowledge of   the Borrower. No termination of a Single Employer Plan pursuant to Section   4041(c) or 4042 of ERISA has occurred, and no Lien in favor of the PBGC or a   Plan has arisen, during such five-year period. There has been no   determination that any Single Employer Plan is, or is reasonably expected to   be, in “at risk” status (within the meaning of Section 430 of the Code or   Section 303 of ERISA). Neither the Borrower nor any Commonly Controlled   Entity has had a complete or partial withdrawal from any Multiemployer Plan   that has resulted in liability and to the knowledge of the Borrower, neither   the Borrower nor any Commonly Controlled Entity would become subject to any   liability under ERISA if the Borrower or any such Commonly Controlled Entity   were to withdraw completely from all Multiemployer Plans as of the valuation   date most closely preceding the date on which this representation is made or   deemed made which liability could be reasonably expected to result in a   Material Adverse Effect. To the Borrower’s knowledge, no Multiemployer Plan   is in Insolvency or in “endangered” or “critical” status (within the meaning   of Section 432 of the Code or Section 305 of ERISA). 4.9. Investment Company   Act; Other Regulations. The Borrower is not required to be registered as an “investment   company” within the meaning of the Investment Company Act of - 47 -   Active.28128860.17 


    




 










1940, as   amended. The Borrower is not subject to regulation under any Federal or State   statute or regulation (other than Regulation X of the Board) which limits its   ability to incur Indebtedness. 4.10.Purpose of Loans. The proceeds of the   Loans shall be used to finance the Target Acquisition and pay Transaction   Costs. 4.11.Environmental Matters. Except to the extent that the failure of the   following statements to be true and correct could not reasonably be expected   to have a Material Adverse Effect: (a) The facilities and properties owned,   leased or operated by the Borrower or any of its Subsidiaries (the   “Properties”) do not contain, and have not previously contained, any   Materials of Environmental Concern in amounts or concentrations which (i)   constitute or constituted a violation of, or (ii) could reasonably be   expected to give rise to liability under, any Environmental Law. (b) The Properties   and all operations at the Properties are in compliance, and have in the last   five years been in compliance, in all material respects with all applicable   Environmental Laws, and there is no contamination at, under or about the   Properties or violation of any Environmental Law with respect to the   Properties or the business operated by the Borrower or any of its   Subsidiaries (the “Business”) which could reasonably be expected to   materially interfere with the continued operation of the Properties or Business   or materially impair the fair saleable value thereof. (c) Neither the   Borrower nor any of its Subsidiaries has received any notice of violation,   alleged violation, non-compliance, liability or potential liability regarding   environmental matters or compliance with Environmental Laws with regard to   any of the Properties or the Business, nor does the Borrower have knowledge   or reason to believe that any such notice will be received or is being   threatened. (d) Materials of Environmental Concern have not been transported   or disposed of from the Properties in violation of, or in a manner or to a   location which could reasonably be expected to give rise to liability under,   any Environmental Law, nor have any Materials of Environmental Concern been   generated, treated, stored or disposed of at, on or under any of the   Properties in violation of, or in a manner that could reasonably be expected   to give rise to liability under, any applicable Environmental Law. (e) No   judicial proceeding or governmental or administrative action is pending or,   to the knowledge of the Borrower, threatened, under any Environmental Law to   which the Borrower or any Subsidiary is or will be named as a party with   respect to the Properties or the Business, nor are there any consent decrees   or other decrees, consent orders, administrative orders or other orders, or   other administrative or judicial requirements outstanding under any   Environmental Law with respect to the Properties or the Business. (f) There   has been no release or threat of release of Materials of Environmental   Concern at or from the Properties, or arising from or related to the   operations of the Borrower or any Subsidiary in connection with the   Properties or otherwise in connection with the Business, in - 48 -   Active.28128860.17 


    




 










violation of,   or in amounts or in a manner that could reasonably be expected to give rise   to liability under, Environmental Laws. 4.12.Disclosure. The statements and   information contained herein and in any of the information provided to the   Administrative Agent or the Lenders in writing in connection with this   Agreement, taken as a whole, do not contain any untrue statement of any   material fact, or omit to state a fact necessary in order to make such   statements or information not misleading in any material respect, in each   case in light of the circumstances under which such statements were made or   information provided as of the date so provided. 4.13.No Change. There has   been no change, effect, event, occurrence, state of facts or development   which individually or in the aggregate has had or would reasonably be   expected to result in a Material Adverse Effect since the Form 10-Q or Form   10-K most recently filed by the Borrower with the Securities and Exchange   Commission. 4.14.No Material Litigation. There are no actions, suits,   proceedings, claims or disputes pending at law, in equity, in arbitration or   before any Governmental Authority, by or against the Borrower or any of its   Subsidiaries or against any of their properties or revenues that (a) purport   to affect or pertain to this Agreement or any other Loan Document, or any of   the transactions contemplated hereby, or (b) except as specifically disclosed   on the Form 10-Q or Form 10-K most recently filed by the Borrower with the   Securities and Exchange Commission, either individually or in the aggregate   could reasonably be expected to have a Material Adverse Effect.   4.15.Anti-Corruption Laws and Sanctions. The Borrower has implemented and   maintains in effect policies and procedures reasonably designed to promote   compliance by the Borrower, its Subsidiaries and their respective directors,   officers and employees with Anti-Corruption Laws and Sanctions applicable to   the Borrower, its Subsidiaries and their respective directors, officers and   employees, and the Borrower, its Subsidiaries and, to the knowledge of the   Borrower, their respective officers and employees and directors are in   compliance with Anti-Corruption Laws and applicable Sanctions in all material   respects. None of (a) the Borrower, any Subsidiary or, to the Borrower’s   knowledge, any of their respective directors or officers or (b) to the   Borrower’s knowledge, any of the Borrower’s or such Subsidiary’s respective   employees is a Sanctioned Person or organized or resident in a Sanctioned   Country. Neither the Loans nor the use of proceeds contemplated by this   Agreement will be used by the Borrower or any of its Subsidiaries directly or   to its knowledge indirectly to violate applicable Anti-Corruption Laws or   applicable Sanctions. 4.16.Scheme Documents and Related Documents. (a) The   Borrower has delivered to the Administrative Agent complete and correct   copies of the Scheme Documents (if and when issued) or, as the case may be,   the Offer Documents (if and when issued), including all schedules and   exhibits thereto. The release of the Offer Press Announcement and the posting   of the Takeover Offer Documents if a Takeover Offer is pursued have been or   will be, prior to their release or posting (as the case may be), duly   authorized by the Borrower or any Acquisition Co (if any). Each of the   material obligations of the Borrower or any Acquisition Co (if any) under the   Takeover Offer Documents is or will be, - 49 - Active.28128860.17 


    




 










when entered   into and delivered, the legal, valid and binding obligation of the Borrower   or any Acquisition Co (if any), enforceable against such Persons in   accordance with its terms in each case, except as may be limited by (i)   bankruptcy, insolvency, examination or other similar laws affecting the   rights and remedies of creditors generally and (ii) general principles of   equity. (b) The Press Release and the Scheme Circular (in each case if and   when issued), when taken as a whole: (i) except for the information that   relates to the Target or the Target Group, do not (or will not if and when   issued) contain (to the best of its knowledge and belief (having taken all   reasonable care to ensure that such is the case)) any statements which are   not in accordance with the material facts, or where appropriate, do not omit   any material fact likely to affect the import of such information and (ii)   contain all the material terms of the Scheme as at the date on which they   were published, save in each case to the extent approved by the Lead Arranger   or it is required by the Panel or by the Court . SECTION 5 CONDITIONS   PRECEDENT 5.1. Conditions to Effective Date. The Effective Date shall occur   on and as of the first date on which each of the following conditions   precedent are satisfied (or waived in accordance with subsection 11.1): (a)   Credit Agreement. The Administrative Agent shall have received this   Agreement, executed and delivered by a duly authorized officer of each Lender   and the Borrower, with a counterpart for each Lender and original Notes   executed by the Borrower, in favor of each Lender requesting a Note. (b)   Closing Certificate. The Administrative Agent shall have received, with a   counterpart for each Lender, a certificate of the Borrower, dated the   Effective Date, substantially in the form of Exhibit B, with appropriate   insertions and attachments, satisfactory in form and substance to the   Administrative Agent, executed by the President or any Vice President and the   Secretary or any Assistant Secretary of the Borrower. (c) Legal Opinions. The   Administrative Agent shall have received, with a counterpart for each Lender,   the executed legal opinion of counsel to the Borrower (which may be delivered   in part by in-house counsel to the Borrower), covering the matters set forth   in Exhibit C. Each such legal opinion shall cover such other matters incident   to the transactions contemplated by this Agreement as the Administrative   Agent may reasonably require. (d) Fees. All accrued fees and reasonable   out-of-pocket expenses (including the reasonable fees and expenses of counsel   to the Agents) of the Agents through the Effective Date invoiced with   reasonable detail at least three Business Days prior to the Effective Date in   connection with the Loan Documents shall have been paid; provided that the   Agents shall have provided an estimate and available reasonable detail five   business days prior to the Effective Date. (e) Financial Statements. The   Administrative Agent shall have received an unaudited consolidated balance   sheet of the Borrower and its consolidated Subsidiaries and the related   unaudited consolidated statements of operations and of cash flows for each   fiscal quarter ended - 50 - Active.28128860.17 


    




 










after December   31, 2017 (so long as such fiscal quarters have ended at least 40 days prior   to the Effective Date). The Borrower’s filing of any required unaudited   financial statements with respect to the Borrower on Form 10-Q will satisfy   the requirements under this paragraph. (f) Know Your Customer Information.   The Administrative Agent shall have received at least three Business Days   prior to the Effective Date all documentation and other information about the   Borrower as has been reasonably requested by the Administrative Agent at   least 10 Business Days prior to the Effective Date that is required by   regulatory authorities under applicable “know your customer” and anti-money   laundering rules and regulations, including without limitation the USA   PATRIOT Act. (g) Press Release or Offer Press Announcement. The   Administrative Agent shall have received a copy, certified by the Borrower,   of a draft of the Press Release or the Offer Press Announcement (as   applicable, depending on whether it is proposed to effect the Target   Acquisition by way of a Scheme or a Takeover Offer) in the form in which it   is proposed to be issued, in each case, in form and substance reasonably   satisfactory to the Lead Arranger; provided that the draft provided to the   Administrative Agent as of November 20, 2018 is satisfactory to the Lead Arranger.   The Administrative Agent shall notify the Borrower and the Lenders of the   Effective Date, and such notice shall be conclusive and binding. 5.2. Closing   Date. Subject to subsection 5.4, the agreement of each Lender to make any   Loan requested to be made by it on any date following the Effective Date is   subject to the satisfaction (or waiver in accordance with subsection 11.1) of   the following conditions precedent: (a) Effective Date. The Effective Date   shall have occurred. (b) Scheme Circular. If the Target Acquisition is   effected by way of a Scheme, the Administrative Agent shall have received:   (i) a certificate of the Borrower signed by the President, a Vice President   or a Financial Officer certifying: (A) the date on which the Scheme Circular   was posted to the shareholders of the Target; (B) as to the satisfaction of   each condition set forth in clause (d) below (to the extent relating to the   Scheme); (C) the date on which the Court has sanctioned the Scheme and that   the Court Order has been duly delivered to the Registrar of Companies; and   (D) that the copy of the document specified in paragraph (ii) below and   delivered to the Administrative Agent pursuant to paragraph (ii) below is   correct and complete and has not been amended or superseded (other than as   permitted by paragraph (ii) below) following the date of such delivery and on   or prior to the Closing Date; and - 51 - Active.28128860.17 


    




 










(ii) a copy of   the Scheme Circular which is consistent in all material respect with the terms   and conditions in the Press Release and the Scheme Resolutions, in each case,   except to the extent changes thereto have been required pursuant to the City   Code or required by the Panel or are not prohibited by the Loan Documents.   (c) Takeover Offer Document. If the Target Acquisition is effected by way of   a Takeover Offer, the Administrative Agent shall have received: (i) a   certificate of the Borrower signed by the President, a Vice President or a   Financial Officer certifying: (A) the date on which the Takeover Offer   Document was posted to the shareholders of the Target; (B) as to the   satisfaction of each condition set forth in clause (d) below (to the extent   relating to a Takeover Offer); (C) the copy of the document specified in   paragraph (ii) below and delivered to the Administrative Agent pursuant to   paragraph (ii) below is correct and complete and has not been amended or   superseded (other than as permitted by paragraph (ii) below) following the   date of such delivery and on or prior to the Closing Date; and (D) that the   Takeover Offer has been declared unconditional in all respects without any   material amendment, modification or waiver of the conditions to the Takeover   Offer or of the Acceptance Condition except to the extent not prohibited by   the Loan Documents unless (x) such amendment, modification or waiver is   required by law or regulation (including the City Code), the London Stock   Exchange, the Panel or, if relevant, the Court, or (y) if such condition is   not a condition of the Acquisition, such amendment, modification or waiver   could not reasonably be expected to adversely affect the interests of the   Lenders taken as a whole in any material respect, save that, for the   avoidance of doubt, the Company shall be entitled to waive any conditions to   the Acquisition that are not customarily allowed to be invoked by the Panel   without consulting with or making a request to the Panel; (ii) a copy of the   Takeover Offer Document which is consistent in all material respects with the   terms and conditions in the Offer Press Announcement, except to the extent   changes thereto have been required pursuant to the City Code or required by   the Panel or are not prohibited under the Loan Documents. (d) On the date of   the applicable notice of Borrowing delivered pursuant to subsection 2.2 and   on the proposed date of such Borrowing (i) no Certain Funds Default shall be   continuing or would result from the proposed Borrowing and (ii) all the   Certain Funds Representations shall be true or, if a Certain Funds   Representation does not already include a materiality concept, true in all   material respects. (e) The Administrative Agent shall have received all fees   due and payable on or prior to the Closing Date under the Loan Documents,   including the Fee and Syndication Letter. (f) It shall not be illegal for any   Lender to lend and there is no injunction or restraining order prohibiting   any Lender from lending its portion of the Loans or restricting the - 52 -   Active.28128860.17 


    




 










application of   proceeds thereof; provided, that such Lender has used commercially reasonable   efforts to make the Loans through an Affiliate of such Lender not subject to   such legal restriction; provided further, that the occurrence of any such   event in relation to one Lender shall not relieve any other Lender of its   obligations to make Loans hereunder. The Administrative Agent shall notify   the Borrower and the Lenders of the Closing Date as soon as practicable upon   its occurrence, and such notice shall be conclusive and binding. 5.3. Borrowing   Date. The agreement of each Lender to make any Loan on any Borrowing Date is   subject to the satisfaction (or waiver in accordance with subsection 11.1) of   the following conditions precedent: (a) Each of the Effective Date and the   Closing Date shall have occurred and the Borrowing Date will be a date within   the Commitment Period. (b) The Administrative Agent shall have received the   notice of Borrowing in accordance with subsection 2.2. (c) On the date of the   notice of Borrowing delivered pursuant to subsection 2.2 and on the proposed   Borrowing Date, (i) no Certain Funds Default shall be continuing or would   result from the proposed Borrowing and (ii) all Certain Funds Representations   shall be true or, if a Certain Funds Representation does not already include   a materiality concept, true in all respects. (d) If any portion of the Loan   is intended to be used as described in clause (b)(ii) of the definition of   “Certain Funds Purpose”, the Borrower or any Acquisition Co shall on or prior   to the date of the notice of Borrowing delivered pursuant to subsection 2.2   have received Squeeze-Out Level Acceptances. (e) The Administrative Agent   shall have received a certificate, dated the Borrowing Date and signed by the   President, a Vice President or a Financial Officer of the Borrower,   confirming the applicable requirements of subsection 5.3(c) and, if relevant,   (d), have been satisfied and as to the satisfaction of each condition set   forth in clause (h) below (to the extent relating to the Scheme). (f) The   Administrative Agent shall have received all fees due and payable under the   Loan Documents, including the Fee and Syndication Letter on or prior to the   Borrowing Date. (g) It shall not be illegal for any Lender to lend and there   is no injunction or restraining order prohibiting any Lender from lending its   portion of the Loans or restricting the application of the proceeds thereof;   provided, that such Lender has used commercially reasonable efforts to make   the Loans through an Affiliate of such Lender not subject to such legal   restriction; provided further, that the occurrence of such event in relation   to one Lender shall not relieve any other Lender of its obligation to make   Loans hereunder. (h) Where the Target Acquisition is to be implemented by way   of a Scheme, the Target Acquisition shall have been, or substantially   concurrently with the occurrence of the Borrowing Date shall be, consummated   in all material respects in accordance with the terms and - 53 -   Active.28128860.17 


    




 










conditions of   the Scheme Documents, except to the extent permitted pursuant to subsection   6.8 or, where the Target Acquisition is to be implemented by way of a   Takeover Offer, the Takeover Offer shall have become wholly unconditional in   accordance with the terms of the Offer Document, in each case, without giving   effect to (and there shall not have been) any modifications, amendments,   consents, requests or waivers by the Borrower or any Acquisition Co (if any)   except to the extent permitted pursuant to subsection 6.8. 5.4. Actions by   Lenders During Certain Funds Period. During the Commitment Period and   notwithstanding any provision to the contrary in the Loan Documents, none of   the Lenders nor the Administrative Agent shall, unless (x) a Certain Funds   Default has occurred and is continuing or would result from a proposed   Borrowing, (y) a Certain Funds Representation remains untrue or, if a Certain   Funds Representation does not already include a materiality concept, untrue   in any material respect or (z) it is illegal for such Lender to lend and/or   there is an injunction or restraining order prohibiting such Lender from   lending its portion of the Loans or restricting the application of the   proceeds thereof (provided, that such Lender used commercially reasonable   efforts to make its portion of the Loans through an Affiliate of such Lender   not subject to such legal restriction; and provided further, that the   occurrence of an illegality event in relation to one Lender shall not relieve   any other Lender of its obligations to make Loans hereunder), be entitled to:   (a) cancel any of its Commitments (subject to any Commitment reductions made   pursuant to subsection 2.4); (b) rescind, terminate or cancel the Loan   Documents or the Commitments (subject to any Commitment reductions made   pursuant to subsection 2.4) or exercise any right or remedy or make or   enforce any claim under the Loan Documents it may have to the extent to do so   would prevent or limit (A) the making of a Loan for Certain Funds Purposes or   (B) the application of amounts standing to the credit of a Segregated Account   for Certain Funds Purposes; (c) refuse to participate in the making of a Loan   for Certain Funds Purposes unless the conditions set forth in subsections   5.1, 5.2 or 5.3, as applicable, have not been satisfied; (d) exercise any   right of set-off or counterclaim in respect of a Loan to the extent to do so   would prevent or limit (A) the making of a Loan for Certain Funds Purposes or   (B) the application of amounts standing to the credit of a Segregated Account   for Certain Funds Purposes; or (e) cancel, accelerate or cause repayment or   prepayment of any amounts owing under any Loan Document to the extent to do   so would prevent or limit (A) the making of a Loan for Certain Funds Purposes   or (B) the application of amounts standing to the credit of a Segregated   Account for Certain Funds Purposes; provided that, immediately upon the   expiry of the Commitment Period all such rights, remedies and entitlements   shall be available to the Lenders and the Administrative Agent   notwithstanding that they may not have been used or been available for use   during the Commitment Period. - 54 - Active.28128860.17 


    




 










SECTION 6   AFFIRMATIVE COVENANTS The Borrower hereby agrees that, so long as the   Commitments (or any of them) remain in effect or any amount is owing to any   Lender or the Administrative Agent hereunder or under any other Loan   Documents, the Borrower shall and (except in the case of delivery of   financial information, reports and notices) shall cause each of its   Subsidiaries to: 6.1. Financial Statements. Furnish to each Lender: (a) as   soon as available, but in any event not later than 20 days after required to   be filed with the Securities and Exchange Commission at the end of each   fiscal year of the Borrower, a copy of the consolidated balance sheet of the   Borrower and its consolidated Subsidiaries as at the end of such year and the   related consolidated statements of operations and stockholders’ equity and of   cash flows for such year, setting forth in each case in comparative form the   figures for the previous year, reported on without a “going concern” or like   qualification or exception, or qualification arising out of the scope of the   audit, by Ernst & Young LLP or other independent certified public accountants   of nationally recognized standing; (b) as soon as available, but in any event   not later than 15 days after required to be filed with the Securities and   Exchange Commission at the end of each of the first three quarterly periods   of each fiscal year of the Borrower commencing with the fiscal quarter ending   on or about December 31, 2018, the unaudited consolidated balance sheet of   the Borrower and its consolidated Subsidiaries as at the end of such quarter   and the related unaudited consolidated statements of operations for such   quarter and the portion of the fiscal year through the end of such quarter   and of cash flows of the Borrower and its consolidated Subsidiaries for the   portion of the fiscal year through the end of such quarter, setting forth in   each case in comparative form the figures for the previous year, certified by   a Responsible Officer as being fairly stated in all material respects   (subject to normal year-end audit adjustments); and (c) all such financial   statements shall be complete and correct in all material respects and shall   be prepared in reasonable detail and in accordance with GAAP applied   consistently throughout the periods reflected therein and with prior periods   (except as approved by such accountants or officer, as the case may be, and   disclosed therein); provided, that it is hereby acknowledged that the   quarterly financial statements delivered pursuant to paragraph (b) above may   not include all of the information and footnotes required by GAAP for   complete annual financial statements. Any financial statement required to be   furnished pursuant to this subsection 6.1 may be delivered electronically and   if so delivered, shall be deemed to have been furnished on the earlier of the   date (i) on which the Borrower posts such documents, or provides a link   thereto on the Borrower’s website at the website address listed in subsection   11.2(a), (ii) on which such documents are posted on the Securities and   Exchange Commission’s website (www.sec.gov), or (iii) on which such documents   are posted on the Borrower’s behalf on any website to which each Lender and   Administrative Agent have access (whether a commercial, third-party website   such as Intralinks or DebtDomain or whether sponsored by the Administrative   Agent); provided that - 55 - Active.28128860.17 


    




 










the Borrower   shall give notice (which may be in the form of facsimile or electronic mail)   of any such posting to the Administrative Agent (who shall then give notice   of any such posting to the Lenders). Notwithstanding the foregoing, the   Borrower shall deliver paper copies of any financial statement referred to in   this subsection 6.1 to the Administrative Agent if the Administrative Agent   or any Lender requests the Borrower to furnish such paper copies until   written notice to cease delivering such paper copies is given by the   Administrative Agent. 6.2. Certificates; Other Information. Furnish to the   Administrative Agent with sufficient copies for the Lenders: (a) concurrently   with the delivery of the financial statements referred to in subsections   6.1(a) and 6.1(b), a certificate of a Responsible Officer stating that such   Officer has obtained no knowledge of any Default or Event of Default that has   occurred and is continuing except as specified in such certificate, and including   calculations demonstrating compliance with subsection 7.1 (which delivery   may, unless the Administrative Agent, or a Lender requests executed   originals, be by electronic communication including fax or email and shall be   deemed to be an original authentic counterpart thereof for all purposes); (b)   within ten days after the same are sent, copies of all financial statements   and reports which the Borrower sends to its stockholders, and within five   days after the same are filed, copies of all financial statements and reports   which the Borrower may make to, or file with, the Securities and Exchange   Commission or any successor or analogous Governmental Authority, and promptly   after the same are issued, copies of all press releases issued by the   Borrower; and (c) promptly, such additional financial and other information   as any Lender may from time to time reasonably request. The Borrower hereby   acknowledges that (a) the Administrative Agent and/or the Lead Arranger may   make available to the Lenders materials and/or information provided by or on   behalf of the Borrower hereunder (collectively, “Borrower Materials”) by   posting the Borrower Materials on IntraLinks or another similar electronic   system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”)   may have personnel who do not wish to receive material non-public information   with respect to the Borrower or its Affiliates, or the respective securities   of any of the foregoing, and who may be engaged in investment and other   market-related activities with respect to such Persons’ securities. The   Borrower hereby agrees that (a) all Borrower Materials that are to be made   available to Public Lenders shall be clearly and conspicuously marked   “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear   prominently on the first page thereof; (b) by marking Borrower Materials   “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative   Agent, the Lead Arranger and the Lenders to treat such Borrower Materials as   not containing any material non-public information with respect to the   Borrower or its securities for purposes of United States Federal and state   securities laws (provided, however, that to the extent such Borrower   Materials constitute Information (as defined in subsection 11.14), they shall   be treated as set forth in subsection 11.14); (c) all Borrower Materials   marked “PUBLIC” are permitted to be made available through a portion of the   Platform designated “Public Side Information;” and (d) the Administrative   Agent and the Lead Arranger shall be entitled to treat any Borrower Materials   - 56 - Active.28128860.17 


    




 










that are not   marked “PUBLIC” as being suitable only for posting on a portion of the   Platform not designated “Public Side Information.” 6.3. Payment of   Obligations. Pay, discharge or otherwise satisfy at or before maturity or   before they become delinquent, as the case may be, all its obligations of   whatever nature (other than where the amount or validity thereof is currently   being contested in good faith by appropriate proceedings and reserves in   conformity with GAAP with respect thereto have been provided on the books of   the Borrower or its Subsidiaries, as the case may be), except to the extent   that the failure to do so could not reasonably be expected to result in a   Material Adverse Effect. 6.4. Conduct of Business and Maintenance of   Existence. (a) Continue to engage in business of the same general type as   conducted by it on the Closing Date; (b) preserve, renew and keep in full   force and effect its corporate existence (except as could not in the   aggregate be reasonably expected to have a Material Adverse Effect); (c) take   all reasonable action to maintain all rights, privileges and franchises   necessary or desirable in the normal conduct of its business except as   otherwise permitted pursuant to subsection 9.4; and (d) comply with all   Requirements of Law except to the extent that failure to comply therewith   could not, in the aggregate, be reasonably expected to have a Material   Adverse Effect. 6.5. Maintenance of Property; Insurance. Keep all property   necessary in its business in good working order and condition except to the   extent that failure to do so could not, in the aggregate, be reasonably   expected to have a Material Adverse Effect; maintain with financially sound   and reputable insurance companies insurance on all its property in at least   such amounts and against at least such risks as are adequate for conducting   its business; and furnish to each Lender, upon written request, full information   as to the insurance carried. 6.6. Inspection of Property; Books and Records;   Discussions. Keep proper books of records and account in which full, true and   correct entries in conformity with GAAP and all Requirements of Law shall be   made of all dealings and transactions in relation to its business and   activities; and permit representatives of any Lender (upon reasonable advance   notice coordinated through the Administrative Agent) to visit and inspect any   of its properties and examine and make abstracts from any of its books and   records at any reasonable time and as often as may reasonably be desired and   to discuss the business, operations, properties and financial and other   condition of the Borrower and its Subsidiaries with officers and employees of   the Borrower and its Subsidiaries and with its independent certified public   accountants. 6.7. Notices. Promptly give notice (unless available in the   public filings or releases of the Borrower or its Subsidiaries) to the   Administrative Agent and each Lender of: (a) the occurrence of any Default or   Event of Default; (b) any (i) default or event of default under any   Contractual Obligation of the Borrower or any of its Subsidiaries or (ii)   litigation, investigation or proceeding which may exist at any time involving   the Borrower or any of its Subsidiaries, which in either case, could   reasonably be expected to have a Material Adverse Effect; and - 57 -   Active.28128860.17 


    




 










(c) the   following events, as soon as reasonably possible and in any event within 30   days after the Borrower knows of the event: (i) the occurrence or reasonably   expected occurrence of any Reportable Event with respect to any Plan, a   failure of the Borrower, its Subsidiaries or a Commonly Controlled Entity to   make any required contribution to a Plan, the creation of any Lien in favor   of the PBGC or a Plan, any determination that a Single Employer Plan is in   “at risk” status (within the meaning of Section 430 of the Code or Section   303 of ERISA), or any withdrawal by the Borrower or a Commonly Controlled   Entity from, or the termination or Insolvency of, any Multiemployer Plan or   determination that any Multiemployer Plan is in “endangered” or “critical”   status (within the meaning of Section 432 of the Code or Section 305 of   ERISA); or (ii) the institution of proceedings or the taking of any other   action by the PBGC, the Borrower, any Commonly Controlled Entity or any   Multiemployer Plan with respect to the withdrawal by the Borrower or a   Commonly Controlled Entity from, or the termination or Insolvency of, any   Plan (other than the termination of any Single Employer Plan pursuant to   Section 4041(b) of ERISA), or with respect to any determination that any   Single Employer Plan is in “at risk” status or any such Multiemployer Plan is   in “endangered” or “critical” status; where, in connection with any of the   foregoing in clause (i) or (ii), only to the extent the amount of liability   the Borrower or any Commonly Controlled Entity could reasonably be expected   to have arising from an event has a Material Adverse Effect. Each notice   pursuant to this subsection 6.7 shall be accompanied by a statement of a   Responsible Officer setting forth details of the occurrence referred to   therein and stating what action the Borrower proposes to take with respect   thereto. 6.8. The Scheme, Takeover Offer and Related Matters. The Borrower   will, or cause any Acquisition Co (if any) to: (a) Issue a Press Release or,   as the case may be, an Offer Press Announcement (in the form delivered to the   Administrative Agent pursuant to subsection 5.1(j), subject to such   amendments as are not Materially Adverse Amendments or have been approved by   the Lead Arranger in writing acting reasonably (such approval not to be   unreasonably withheld, delayed or conditioned)) within five Business Days of   the Effective Date (such issued document, the “Original Press Release” or   “Original Offer Press Announcement”, as applicable). (b) Comply in all   material respects with the City Code (subject to any waivers or dispensations   granted by the Panel) in relation to any Takeover Offer or Scheme. (c) Except   as consented to by the Lead Arranger in writing (such consent not to be   unreasonably withheld, delayed or conditioned) and save to the extent that   following the issuance of a Press Release or an Offer Press Announcement, the   Borrower or any Acquisition Co elects to proceed with the Target Acquisition   by way of a Takeover Offer or Scheme respectively, ensure that (i) if the   Target Acquisition is effected by way of a Scheme, the Scheme Circular corresponds   in all material respects to the terms and conditions of the Scheme as   contained in the Press Release to which it relates or (ii) if the Target   Acquisition is effected by way of a Takeover Offer, the Takeover Offer   Document corresponds in all material respects to the terms and conditions of   the Takeover Offer as contained in the corresponding Offer Press   Announcement, subject, in the case of a Scheme, to any variation required by   the Court and, in each case, to any variations which are not Materially Adverse   Amendments. - 58 - Active.28128860.17 


    




 










(d) Ensure that   the Scheme Documents or, if the Target Acquisition is effected by way of a   Takeover Offer, the Offer Documents, contain all the material terms and   conditions of the Scheme or Takeover Offer, as applicable and, in the case of   a Takeover Offer, ensure that the conditions to the Takeover Offer include an   Acceptance Condition set at a level at not less than the Minimum Acceptance   Condition. (e) Except as consented to by the Lead Arranger in writing (such   consent not to be unreasonably withheld, delayed or conditioned), not amend,   treat as satisfied or waive (i) any term or condition of the Scheme Documents   or the Takeover Offer Documents (other than the Acceptance Condition), as   applicable, other than any such amendment, treatment or waiver which is not a   Materially Adverse Amendment, or (ii) if the Target Acquisition is proceeding   as a Takeover Offer, the Acceptance Condition if the effect of such   amendment, treatment or waiver would be that the Acceptance Condition would   be capable of being satisfied at a level less than the Minimum Acceptance   Condition, unless in each case required by law or regulation (including the   City Code), the London Stock Exchange, the Panel or, if relevant, the Court,   save that, for the avoidance of doubt, the Company shall be entitled to waive   any conditions to the Acquisition that are not customarily allowed to be   invoked by the Panel without consulting with or making a request to the   Panel. (f) Not take any action, and procure that none of its Affiliates nor   any person acting in concert with it (within the meaning of the City Code)   takes any action, which would require the Borrower to make a mandatory offer   for the Target Shares in accordance with Rule 9 of the City Code or which   would require a change to be made to the terms of the Scheme or the Takeover   Offer (as the case may be) pursuant to Rule 6 or Rule 11 of the City Code   which change, if made voluntarily, would be a Materially Adverse Amendment.   (g) Provide the Administrative Agent with copies of each Offer Document and   such information as it may reasonably request regarding, in the case of a   Takeover Offer, the current level of acceptances subject to any   confidentiality, legal, regulatory or other restrictions relating to the   supply of such information. (h) Promptly deliver to the Administrative Agent   or the receiving agent a certificate issued under Rule 10 of the City Code   (where the Target Acquisition is being pursued pursuant to a Takeover Offer),   any relevant Scheme Documents and/or Takeover Offer Documents and all other   material announcements and documents published by the Borrower or any   Acquisition Co or delivered by the Borrower or any Acquisition Co to the   Panel pursuant to the Takeover Offer or the Scheme (other than the cash   confirmation), in each case to the extent the Borrower, acting reasonably,   anticipates they will be material to the interests of the Lenders in   connection with the Transactions, except to the extent it is prohibited by   legal (including contractual) or regulatory obligations or restrictions from   doing so. (i) In the event that a Scheme is switched to a Takeover Offer or   vice versa (which the Borrower or any Acquisition Co shall be entitled to do   on multiple occasions provided that it complies with the terms of this   Agreement), (i) within the applicable time periods provided in the definition   of “Mandatory Cancellation Event”, procure that the Offer Press Announcement   or the Press Release, as the case may be, is issued, and (ii) except as   consented to by the Lead Arranger in writing (such consent not to be   unreasonably withheld, delayed or conditioned), ensure that - 59 -   Active.28128860.17 


    




 










(A) where the   Target Acquisition is then proceeding by way of a Takeover Offer, the terms   and conditions contained in the Offer Document include an Acceptance   Condition which is not capable of being satisfied at a level less than the   Minimum Acceptance Condition and (B) the conditions to be satisfied in   connection with the Target Acquisition and contained in the Offer Documents or   the Scheme Documents (whichever is applicable) are otherwise consistent in   all material respects with those contained in the Offer Documents or the   Scheme Documents (whichever applied to the immediately preceding manner in   which it was proposed that the Target Acquisition would be effected) (to the   extent applicable for the legal form of a Takeover Offer or a Scheme, as the   case may be), in each case, other than (x) in the case of clause (B), any   changes which are not Materially Adverse Amendments or are required to   reflect the change in legal form to a Takeover Offer or a Scheme or (y)   changes that could have been made to the Scheme or the Takeover Offer in   accordance with the relevant provisions of this Agreement or which reflect   the requirements of the terms of this Agreement and the manner in which the   Target Acquisition may be effected. After having launched a Takeover Offer,   the Borrower or any Acquisition Co shall also be entitled to effect the   Target Acquisition by way of an alternative takeover offer (an “Alternative   Offer”), which may replace or run alongside the original Takeover Offer (the   “Original Offer”). Each Borrower or any Acquisition Co shall ensure that (A)   the terms and conditions of any Alternative Offer shall include the   Acceptance Condition and (B) the conditions to be satisfied in connection   with any Alternative Offer are otherwise consistent with those applicable to   the Original Offer, in each case, other than changes that could have been   made to the Original Offer in accordance with the relevant provisions of this   Agreement or which reflect the requirements of the terms of this Agreement   and the manner in which the Target Acquisition may be effected, including   without limitation, subsection 6.8(e). Where an Alternative Offer is in effect,   the provisions of this Agreement which apply to a Takeover Offer shall also   apply to an Alternative Offer. (j) In the case of a Takeover Offer, (i) not   declare the Takeover Offer unconditional as to acceptances until the Minimum   Acceptance Condition has been satisfied and (ii) promptly upon Squeeze-Out   Level Acceptances being received (x) in the event that the Borrower will   require proceeds of a Loan in order to make Squeeze-Out Payments and there is   sufficient time remaining within the Commitment Period to issue a notice of   Borrowing pursuant to subsection 2.2 for such Loan, issue such notice of   Borrowing and (y) ensure that notices under Section 979 of the Companies Act   2006 in respect of Target Shares that the Borrower or any Acquisition Co has   not yet agreed to directly or indirectly acquire are issued. (k) Subject   always to the Companies Act 2006 and any applicable listing rules, in the   case of a Scheme, as soon as reasonably practicable, and in relation to a   Takeover Offer, as soon as reasonably practicable, procure that such   necessary action is taken to procure that the Target Shares are removed from   the Official List and that trading in the Target Shares on the Main Market of   the London Stock Exchange is cancelled and as soon as reasonably practicable   thereafter, procure that the Target is re-registered as a private limited   company. (l) Not make any public announcement or public statement (other than   in the relevant Scheme Documents and/or Takeover Offer Documents) concerning   this Agreement or the Lenders in connection with the financing of the Target   Acquisition without the prior consent of the Lead Arranger (such consent not   to be unreasonably withheld, delayed or conditioned) unless - 60 -   Active.28128860.17 


    




 










required to do   so by the City Code, the Panel, other competent regulatory body, stock   exchange, or by a court of competent jurisdiction. (m) In the case of a   Scheme, upon the occurrence of the Scheme Effective Date the Borrower shall   beneficially own (directly or indirectly) 100% of the Target Shares. 6.9.   Beneficial Ownership Regulation. Promptly following a request by a Lender   therefor, the Borrower shall provide to any such Lender information and   documentation reasonably requested by such Lender for purposes of compliance   with the Beneficial Ownership Regulation. SECTION 7 NEGATIVE COVENANTS The   Borrower hereby agrees that, so long as the Commitments (or any of them)   remain in effect or any amount is owing to any Lender or the Administrative   Agent hereunder or under any other Loan Documents, the Borrower shall not,   and (except with respect to subsection 9.1) shall not permit any of its   Subsidiaries to, directly or indirectly: 7.1. Financial Covenant Consolidated   Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of   any period of four consecutive fiscal quarters of the Borrower to exceed the   Maximum Leverage Ratio. 7.2. Limitation on Liens. Create, incur, assume or   suffer to exist any Lien upon any of its property, assets or revenues,   whether now owned or hereafter acquired, except for: (a) Liens for taxes not   yet due or which are being contested in good faith by appropriate   proceedings, provided that adequate reserves with respect thereto are   maintained on the books of the Borrower or its Subsidiaries, as the case may   be, in conformity with GAAP; (b) carriers’, warehousemen’s, mechanics’,   materialmen’s, repairmen’s or other like Liens arising in the ordinary course   of business which are not overdue for a period of more than 60 days or which   are being contested in good faith by appropriate proceedings; (c) pledges or   deposits in connection with workers’ compensation, unemployment insurance and   other social security legislation and deposits securing liability to   insurance carriers under insurance or self-insurance arrangements; (d)   deposits to secure the performance of bids, trade contracts (other than for   borrowed money), leases, statutory obligations, surety and appeal bonds,   performance bonds and other obligations of a like nature incurred in the ordinary   course of business; (e) easements, rights-of-way, restrictions and other   similar encumbrances incurred in the ordinary course of business which, in   the aggregate, are not substantial in amount and which do not in any case   materially detract from the value of the property subject thereto or   materially interfere with the ordinary conduct of the business of the   Borrower or such Subsidiary; - 61 - Active.28128860.17 


    




 










(f) Liens in   existence as of the Effective Date listed on Schedule 7.2, provided that no   such Lien is spread to cover any additional property after the Closing Date   and that the amount of Indebtedness secured thereby is not increased; (g)   Liens securing Indebtedness of the Borrower and its Subsidiaries incurred to   finance the acquisition of fixed or capital assets, provided that (i) such   Liens shall be created substantially simultaneously with the acquisition of   such fixed or capital assets, (ii) such Liens do not at any time encumber any   property other than the property financed by such Indebtedness and (iii) the   amount of Indebtedness secured thereby is not increased; (h) Liens on the   property or assets of a corporation which becomes a Subsidiary after the date   hereof, provided that (i) such Liens existed at the time such corporation   became a Subsidiary and were not created in anticipation thereof, (ii) any   such Lien is not spread to cover any property or assets of such corporation   after the time such corporation becomes a Subsidiary, and (iii) the amount of   Indebtedness secured thereby is not increased; (i) Liens created pursuant to   any Receivables Transaction permitted pursuant to subsection 9.3; and (j)   Liens (not otherwise permitted hereunder) which secure obligations not   exceeding (as to the Borrower and all Subsidiaries) the greater of (i)   $500,000,000 and (ii) 7.5% of the Consolidated Tangible Assets, in aggregate   amount at any time. 7.3. Limitation on Indebtedness pursuant to Receivables   Transactions. Create, issue, incur, assume, become liable in respect of or   suffer to exist any Indebtedness pursuant to any Receivables Transaction,   except for Indebtedness pursuant to all Receivables Transactions in an   aggregate principal amount not exceeding 20% of Consolidated Tangible Assets.   7.4. Limitation on Fundamental Changes. Enter into any merger, consolidation   or amalgamation, or liquidate, wind up or dissolve itself (or suffer any   liquidation or dissolution), consummate a Division as the Dividing Person, or   convey, sell, lease, assign, transfer or otherwise Dispose of, all or   substantially all of its property, business or assets, except: (a) any   Subsidiary of the Borrower may be merged or consolidated with or into the   Borrower (provided that the Borrower shall be the continuing or surviving   corporation) or with or into any one or more wholly owned Subsidiaries of the   Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be   the continuing or surviving corporation); (b) any Subsidiary of the Borrower   that is inactive or no longer needed in the Borrower’s consolidated group   structure may be liquidated, dissolved, or otherwise eliminated under   applicable law, so long as any remaining significant assets of such   Subsidiary are transferred to the Borrower or to another of Borrower’s wholly   owned Subsidiaries (as a liquidation distribution or otherwise); (c) the   Borrower or any wholly owned Subsidiary of the Borrower may sell, lease,   transfer or otherwise dispose of any or all of its assets (upon voluntary   liquidation or otherwise) to the Borrower or any other wholly owned   Subsidiary, and, so long as no Default or Event of Default shall have   occurred and be continuing or would occur as a result thereof, the Borrower   or - 62 - Active.28128860.17 


    




 










any Subsidiary   of the Borrower may sell, lease, transfer or otherwise dispose of any or all   of its assets (upon voluntary liquidation or otherwise) to any non-wholly   owned Subsidiary of the Borrower for fair market value; (d) any non-wholly   owned Subsidiary of the Borrower may sell, lease, transfer or otherwise   dispose of any or all of its assets (upon voluntary liquidation or otherwise)   to the Borrower or any wholly owned Subsidiary of the Borrower for fair   market value or may sell, lease, transfer or otherwise dispose of any or all   of its assets (upon voluntary liquidation or otherwise) to any other   non-wholly owned Subsidiary of the Borrower; and (e) the Borrower or any   Subsidiary of the Borrower may be merged or consolidated with or into another   Person; provided that the Borrower or such Subsidiary shall be the continuing   or surviving corporation and no Default or Event of Default shall have   occurred and be continuing or would occur as a result thereof (and, in the   case of any such transaction involving a Subsidiary, such Subsidiary shall   continue to be a Subsidiary or the Borrower shall have received fair market   value therefor as determined by the Board of Directors of the Borrower); and   provided further that the Borrower may not be merged or consolidated with or   into any Subsidiary. 7.5. Limitation on Indebtedness of Subsidiaries. Permit   any Subsidiaries to, directly or indirectly, create, incur, assume or   guaranty, or otherwise become or remain directly or indirectly liable with   respect to, any Indebtedness in excess of 12.5% of Consolidated Tangible   Assets in the aggregate at any time for all such Subsidiaries, except for (i)   Indebtedness permitted by subsection 7.3 hereof, (ii) any Indebtedness of any   Subsidiary of the Borrower owing to the Borrower or to any other Subsidiary   of the Borrower and (iii) Indebtedness in existence on July 31, 2018 listed   on Schedule 7.5. SECTION 8 EVENTS OF DEFAULT If any of the following events   shall occur and be continuing: (a) The Borrower shall fail to pay any   principal of any Loan when due in accordance with the terms thereof or   hereof; or the Borrower shall fail to pay any interest on any Loan, or any   fee or other amount payable hereunder, within five days after any such   interest or other amount becomes due in accordance with the terms thereof or   hereof; or (b) Any representation or warranty made or deemed made by the   Borrower herein or in any other Loan Document or which is contained in any   certificate, document or financial or other statement furnished by it at any   time under or in connection with this Agreement shall prove to have been   incorrect in any material respect on or as of the date made or deemed made;   or (c) The Borrower shall default in the observance or performance of any   covenant contained in subsections 6.4(b), 6.7(a), 6.8 or in Section 7; or -   63 - Active.28128860.17 


    




 










(d) The   Borrower shall default in the observance or performance of any other   agreement contained in this Agreement (other than as provided above in this   Section 8), and such default described in this clause (d) shall continue   unremedied for a period of 30 days; or (e) The Borrower or any of its   Subsidiaries shall: (i) default in any payment of principal of or interest of   any Indebtedness (other than the Loans) or in the payment of any Guarantee   Obligation, beyond the period of grace, if any, provided in the instrument or   agreement under which such Indebtedness or Guarantee Obligation was created;   or (ii) default in the observance or performance of any other agreement or condition   relating to any such Indebtedness or Guarantee Obligation or contained in any   instrument or agreement evidencing, securing or relating thereto, or any   other event shall occur or condition exist, the effect of which default or   other event or condition is to cause, or to permit the holder or holders of   such Indebtedness or beneficiary or beneficiaries of such Guarantee   Obligation (or a trustee or agent on behalf of such holder or holders or   beneficiary or beneficiaries) to cause, with the giving of notice if   required, such Indebtedness to become due prior to its stated maturity or   such Guarantee Obligation to become payable; provided, however, that no   Default or Event of Default shall exist under this paragraph unless the   aggregate amount of Indebtedness and/or Guarantee Obligations in respect of   which any default or other event or condition referred to in this paragraph   shall have occurred shall be equal to at least $150,000,000; or (f) (i) The   Borrower or any of its Subsidiaries shall commence any case, proceeding or   other action (A) under any existing or future law of any jurisdiction,   domestic or foreign, relating to bankruptcy, insolvency, examinership, court   protection, reorganization or relief of debtors, seeking to have an order for   relief entered with respect to it, or seeking to adjudicate it a bankrupt or   insolvent, or seeking reorganization, arrangement, adjustment, winding-up,   liquidation, dissolution, composition, examinership, court protection or   other relief with respect to it or its debts, or (B) seeking appointment of   an examiner, receiver, trustee, custodian, conservator or other similar   official for it or for all or any substantial part of its assets, or the   Borrower or any of its Subsidiaries shall make a general assignment for the benefit   of its creditors; or (ii) there shall be commenced against the Borrower or   any of its Subsidiaries any case, proceeding or other action of a nature   referred to in clause (i) above which (A) results in the entry of an order   for relief or any such adjudication or appointment or (B) remains   undismissed, undischarged or unbonded for a period of 60 days; or (iii) there   shall be commenced against the Borrower or any of its Subsidiaries any case,   proceeding or other action seeking issuance of a warrant of attachment,   execution, distraint or similar process against all or any substantial part   of its assets which results in the entry of an order for any such relief   which shall not have been vacated, discharged, or stayed or bonded pending   appeal within 60 days from the entry thereof; or (iv) the Borrower or any of   its Subsidiaries shall take any action in furtherance of, or indicating its   consent to, approval of, or acquiescence in, any of the acts set forth in   clause (i), (ii), or (iii) above; or (v) the Borrower or any of its   Subsidiaries shall generally not or shall admit in writing its inability to,   pay its debts as they become due; or (g) (i) The Borrower, its Subsidiaries   or any Commonly Controlled Entity engages in any “prohibited transaction” (as   defined in Section 406 of ERISA or Section 4975 of the Code) involving any   Plan, (ii) any Plan fails to meet the minimum funding standards described in   Section 302 of ERISA or any Lien in favor of the PBGC or a Plan arises on the   assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable   Event occurs with respect to, or - 64 - Active.28128860.17 


    




 










proceedings   shall commence to have a trustee appointed, or a trustee shall be appointed,   to administer or to terminate, any Single Employer Plan, which Reportable   Event or commencement of proceedings or appointment of a trustee results in   the termination of such Plan for purposes of Title IV of ERISA, (iv) any   Single Employer Plan terminates for purposes of Title IV of ERISA, (v) a   determination that any Single Employer Plan is, or is expected to be, in “at   risk” status (within the meaning of Section 430 of the Code or Section 303 of   ERISA), (vi) the Borrower or any Commonly Controlled Entity incurs any   liability in connection with a withdrawal from, or the Insolvency of, a   Multiemployer Plan, or a determination that any Multiemployer Plan is in   “endangered” or “critical” status (within the meaning of Section 432 of the   Code or Section 305 of ERISA), or (vii) any other event or condition occurs   or exist with respect to a Plan; and in each case in clauses (i) through   (vii) above, such event or condition, together with all other such events or   conditions, if any, could reasonably be expected to have a Material Adverse   Effect; or (h) Any one judgment or decree shall be entered against the   Borrower or any of its Subsidiaries involving in the aggregate a liability (not   paid or in excess of the amount recoverable by insurance) of $150,000,000   (net of any related tax benefit) or more, and such judgment or decree shall   not have been vacated, discharged, stayed or appealed (as long as enforcement   is effectively stayed during such appeal or such appeal is bonded, if   required) within 60 days from the entry thereof; or (i) (i) Any Person or   “group” (within the meaning of Section 13(d) or 14(d) of the Securities   Exchange Act of 1934, as amended) (A) shall have acquired beneficial   ownership of 40% or more of any outstanding class of Capital Stock having   ordinary voting power in the election of directors of the Borrower (other   than Peter M. Nicholas and John E. Abele or any of their affiliated trust   holdings) or (B) shall obtain the power (whether or not exercised) to elect a   majority of the Borrower’s directors; or (ii) the Board of Directors of the   Borrower shall not consist of a majority of Continuing Directors; “Continuing   Directors” shall mean the directors of the Borrower on the Closing Date and   each other director, if such other director’s nomination for election to the   Board of Directors of the Borrower is recommended by a majority of the then   Continuing Directors; then, and in any such event (but subject always to Section   5.4), (A) if such event is an Event of Default specified in clause (i) or   (ii) of paragraph (f) above with respect to the Borrower, automatically the   Commitments shall immediately terminate and the Loans hereunder (with accrued   interest thereon) and all other amounts owing under this Agreement and the   other Loan Documents shall immediately become due and payable, and (B) if   such event is any other Event of Default, either or both of the following   actions may be taken: (i) with the consent of the Majority Lenders, the   Administrative Agent may, or upon the request of the Majority Lenders, the   Administrative Agent shall, by notice to the Borrower declare the Commitments   to be terminated forthwith, whereupon the Commitments shall immediately   terminate; and (ii) with the consent of the Majority Lenders, the   Administrative Agent may, or upon the request of the Majority Lenders, the   Administrative Agent shall, by notice to the Borrower, declare the Loans   hereunder (with accrued interest thereon) and all other amounts owing under   this Agreement and the other Loan Documents to be due and payable forthwith,   whereupon the same shall immediately become due and payable. - 65 -   Active.28128860.17 


    




 










(j)   Notwithstanding anything in this Agreement to the contrary, for a period   commencing on the Closing Date and ending on the date falling 120 days after   the Closing Date (the “Clean-Up Date”), notwithstanding any other provision   of any Loan Document, any breach of covenants, misrepresentations or other default   which arises with respect to the Target Group will not be deemed a breach of   a covenant, misrepresentation or a default or an Event of Default, as the   case may be, if: (i) it is capable or remedy and reasonable steps are being   taken to remedy it; (ii) the circumstances giving rise to it have not   knowingly been procured by or approved by the Borrower; and (iii) it is not   reasonably likely to have a Material Adverse Effect. If the relevant   circumstances are continuing on or after the Clean-Up Date, there shall be a   breach of covenant, misrepresentation or default or Event of Default, as the   case may be, notwithstanding the above. SECTION 9 THE AGENTS 9.1.   Appointment. Each Lender hereby irrevocably designates and appoints the   Administrative Agent as the agent of such Lender under this Agreement and the   other Loan Documents, and each Lender irrevocably authorizes the   Administrative Agent, in such capacity, to take such action on its behalf   under the provisions of this Agreement and the other Loan Documents and to   exercise such powers and perform such duties as are expressly delegated to   the Administrative Agent by the terms of this Agreement and the other Loan   Documents, together with such other powers as are reasonably incidental   thereto. Notwithstanding any provision to the contrary elsewhere in this   Agreement, the Administrative Agent shall not have any duties or   responsibilities, except those expressly set forth herein, or any fiduciary   relationship with any Lender, and no implied covenants, functions, responsibilities,   duties, obligations or liabilities shall be read into this Agreement or any   other Loan Document or otherwise exist against the Administrative Agent. 9.2.   Delegation of Duties. The Administrative Agent may execute any of its duties   under this Agreement and the other Loan Documents by or through agents or   attorneys-in-fact and shall be entitled to advice of counsel concerning all   matters pertaining to such duties. The Administrative Agent shall not be   responsible for the negligence or misconduct of any agents or attorneys   in-fact selected by it with reasonable care. 9.3. Exculpatory Provisions.   Neither any Agent nor any of its officers, directors, employees, agents,   attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully   taken or omitted to be taken by it or such Person under or in connection with   this Agreement or any other Loan Document (except for its or such Person’s   own gross negligence or willful misconduct) or (ii) responsible in any manner   to any of the Lenders for any recitals, statements, representations or   warranties made by the Borrower or any officer thereof contained in this   Agreement or any other Loan Document or in any certificate, report, statement   or other - 66 - Active.28128860.17 


    




 










document   referred to or provided for in, or received by such Agent under 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 the Borrower to   perform its obligations hereunder or thereunder. No Agent shall be under any   obligation to any Lender to ascertain or to inquire as to the observance or   performance of any of the agreements contained in, or conditions of, this   Agreement or any other Loan Document, or to inspect the properties, books or   records of the Borrower. 9.4. Reliance by Administrative Agent. The   Administrative Agent shall be entitled to rely, and shall be fully protected   in relying, upon any Note, writing, resolution, notice, consent, certificate,   affidavit, letter, telecopy, telex or teletype message, statement, order or   other document or conversation believed by it to be genuine and correct and   to have been signed, sent or made by the proper Person or Persons and upon   advice and statements of legal counsel (including, without limitation,   counsel to the Borrower), independent accountants and other experts selected   by the Administrative Agent. The Administrative Agent may deem and treat the   payee of any Note as the owner thereof for all purposes unless a written   notice of assignment, negotiation or transfer thereof shall have been filed   with the Administrative Agent. The Administrative Agent shall be fully   justified in failing or refusing to take any action under this Agreement or   any other Loan Document unless it shall first receive such advice or   concurrence of the Majority Lenders as it deems appropriate or it shall first   be indemnified to its satisfaction by the Lenders against any and all   liability and expense which may be incurred by it by reason of taking or   continuing to take any such action. The Administrative Agent shall in all   cases be fully protected in acting, or in refraining from acting, under this   Agreement and the other Loan Documents in accordance with a request of the   Majority Lenders, and such request and any action taken or failure to act   pursuant thereto shall be binding upon all the Lenders and all future holders   of the Loans. 9.5. Notice of Default. The Administrative Agent shall not be   deemed to have knowledge or notice of the occurrence of any Default or Event   of Default hereunder unless the Administrative Agent has received notice from   a Lender or the Borrower referring to this Agreement, describing such Default   or Event of Default and stating that such notice is a “notice of default”. In   the event that the Administrative Agent receives such a notice, the   Administrative Agent shall give notice thereof to the Lenders. The   Administrative Agent shall take such action with respect to such Default or   Event of Default as shall be reasonably directed by the Majority Lenders;   provided that unless and until the Administrative Agent shall have received   such directions, the Administrative Agent may (but shall not be obligated to)   take such action, or refrain from taking such action, with respect to such   Default or Event of Default as it shall deem advisable in the best interests   of the Lenders. 9.6. Non-Reliance on Administrative Agent and Other Lenders.   Each Lender expressly acknowledges that neither the Administrative Agent nor   any of its officers, directors, employees, agents, attorneys-in-fact or   Affiliates has made any representations or warranties to it and that no act   by the Administrative Agent hereafter taken, including any review of the   affairs of the Borrower, shall be deemed to constitute any representation or   warranty by the Administrative Agent to any Lender. Each Lender represents to   the Administrative Agent that it has, independently and without reliance upon   the Administrative Agent or any other Lender, and based on such documents and   information as it has deemed appropriate, made its own appraisal - 67 -   Active.28128860.17 


    




 










of and   investigation into the business, operations, property, financial and other   condition and creditworthiness of the Borrower and made its own decision to   make its Loans hereunder and enter into this Agreement. Each Lender also   represents that it will, independently and without reliance upon the   Administrative Agent or any other Lender, and based on such documents and   information as it shall deem appropriate at the time, continue to make its   own credit analysis, appraisals and decisions in taking or not taking action   under this Agreement and the other Loan Documents, and to make such   investigation as it deems necessary to inform itself as to the business,   operations, property, financial and other condition and creditworthiness of   the Borrower. Except for notices, reports and other documents expressly   required to be furnished to the Lenders by the Administrative Agent   hereunder, the Administrative Agent shall not have any duty or responsibility   to provide any Lender with any credit or other information concerning the   business, operations, property, condition (financial or otherwise), prospects   or creditworthiness of the Borrower which may come into the possession of the   Administrative Agent or any of its officers, directors, employees, agents,   attorneys-in-fact or Affiliates. 9.7. Indemnification. The Lenders agree to   indemnify the Administrative Agent (or sub-agent), in its capacity and any   Related Party acting for the Administrative Agent (or any sub-agent) in   connection with such capacity (to the extent not reimbursed by the Borrower   and without limiting the obligation of the Borrower to do so), ratably   according to their respective Aggregate Exposure Percentages in effect on the   date on which indemnification is sought (or, if indemnification is sought   after the date upon which the Commitments shall have terminated and the Loans   shall have been paid in full, ratably in accordance with such Aggregate   Exposure Percentages immediately prior to such date), from and against any   and all liabilities, obligations, losses, damages, penalties, actions,   judgments, suits, costs, expenses or disbursements of any kind whatsoever   which may at any time (including, without limitation, at any time following   the payment of the Loans) be imposed on, incurred by or asserted against the   Administrative Agent (or any sub-agent) or such Related Party in any way   relating to or arising out of, the Commitments, this Agreement, any of the   other Loan Documents or any documents contemplated by or referred to herein   or therein or the transactions contemplated hereby or thereby or any action   taken or omitted by the Administrative Agent (or any sub-agent) or such   Related Party under or in connection with any of the foregoing; provided that   no Lender shall be liable for the payment of any portion of such liabilities,   obligations, losses, damages, penalties, actions, judgments, suits, costs,   expenses or disbursements which are found by a final and nonappealable   decision of a court of competent jurisdiction to have resulted from the gross   negligence or willful misconduct of the Administrative Agent (or sub-agent) or   any Related Party acting for the Administrative Agent (or any sub-agent) in   connection with such capacity. The agreements in this subsection 9.7 shall   survive the payment of the Loans and all other amounts payable hereunder.   9.8. Administrative Agent in Its Individual Capacity. The Administrative   Agent and its Affiliates may make loans to, accept deposits from and   generally engage in any kind of business with the Borrower, if any, as though   the Administrative Agent were not the Administrative Agent hereunder and   under the other Loan Documents. With respect to the Loans made by it, the   Administrative Agent shall have the same rights and powers under this   Agreement and the other Loan Documents as any Lender and may exercise the   same as though it were not the Administrative Agent, and the terms “Lender”   and “Lenders” shall include the Administrative Agent in its individual   capacity. - 68 - Active.28128860.17 


    




 










9.9. Successor   Administrative Agent. The Administrative Agent may resign as Administrative   Agent upon 10 days’ notice to the Lenders. If the Administrative Agent shall   resign as Administrative Agent under this Agreement and the other Loan   Documents, then the Majority Lenders shall appoint from among the Lenders a   successor agent for the Lenders, which successor agent (provided that it   shall have been approved by the Borrower), shall succeed to the rights,   powers and duties of the Administrative Agent hereunder. Upon the earlier of   (i) the 10 day period following the Administrative Agent’s notice of   resignation to the Lenders and (ii) the acceptance of a successor’s   appointment as Administrative Agent hereunder, such successor shall succeed   to and become vested with all of the rights, powers, privileges and duties of   the retiring (or retired) Administrative Agent, and the retiring   Administrative Agent shall be discharged from all of its duties and   obligations hereunder or under the other Loan Documents (if not already   discharged therefrom as provided above in this Section 9). The term “Administrative   Agent” shall mean such successor agent, and the former Administrative Agent’s   rights, powers and duties as Administrative Agent shall be terminated,   without any other or further act or deed on the part of such former   Administrative Agent or any of the parties to this Agreement or any holders   of the Loans. After any retiring Administrative Agent’s resignation as   Administrative Agent, the provisions of this Section 9 shall inure to its   benefit as to any actions taken or omitted to be taken by it while it was   Administrative Agent under this Agreement and the other Loan Documents.   9.10.The Lead Arranger . The Lead Arranger shall not have any right, power,   obligation, liability, responsibility or duty under this Agreement other than   those applicable to all Lenders as such. Without limiting the foregoing, the   Lead Arranger shall not have or be deemed to have any fiduciary relationship   with any Lender. Each Lender acknowledges that it has not relied, and will   not rely, on the Lead Arranger in deciding to enter into this Agreement or in   taking or not taking any action hereunder. 9.11.Certain ERISA Matters. (a)   Each Lender (x) represents and warrants, as of the date such Person became a   Lender party hereto, to, and (y) covenants, from the date such Person became   a Lender party hereto to the date such Person ceases being a Lender party   hereto, for the benefit of the Administrative Agent, the Lead Arranger, and   the other Agents 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   at 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 more Benefit Plans in connection with the Loans or the Commitments, (ii)   the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a   class exemption for certain transactions determined by independent qualified   professional asset managers), PTE 95-60 (a class exemption for certain transactions   involving insurance company general accounts), PTE 90-1 (a class exemption   for certain transactions involving insurance company pooled separate   accounts), PTE 91-38 (a class exemption for certain transactions involving   bank collective investment funds) or PTE 96-23 (a class exemption for certain   transactions determined by in-house asset managers), - 69 -   Active.28128860.17 


    




 










is applicable   with respect to such Lender’s entrance into, participation in, administration   of and performance of the Loans, the Commitments and this Agreement, (iii)   (A) such Lender is an investment fund managed by a “Qualified Professional   Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such   Qualified Professional Asset Manager made the investment decision on behalf   of such Lender to enter into, participate in, administer and perform the   Loans, the Commitments and this Agreement, (C) the entrance into,   participation in, administration of and performance of the Loans, the   Commitments and this Agreement satisfied 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 of and performance of the Loans, the Commitments and this   Agreement, or (iv) such other representation, warranty and covenant as may be   agreed in writing between the Administrative Agent, in its sole discretion,   and such Lender. (b) In addition, unless either (1) sub-clause (i) in the   immediately preceding clause (a) is true with respect to a Lender or (2) a   Lender has not provided another representation, warranty and covenant in   accordance with sub-clause (iv) in the immediately preceding clause (a), such   Lender further (x) represents and warrants, as of the date such Person became   a Lender party hereto, to, and (y) covenants, from the date such Person   became a Lender party hereto to the date such Person ceases being a Lender   party hereto, for the benefit of, the Administrative Agent, the Lead   Arranger, and the other Agents 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 Administrative Agent, or the Lead Arranger, or   any other Agents or any of their respective Affiliates is a fiduciary with   respect to the assets of such Lender involved in the Loans, the Commitments   and this Agreement (including in connection with the reservation or exercise   of any rights by the Administrative Agent under this Agreement, any Loan   Document or any documents related to hereto or thereto). If the relevant   circumstances are continuing on or after the Clean-Up Date, there shall be a   breach of covenant, misrepresentation or default or Event of Default, as the   case may be, notwithstanding the above. SECTION 10 RESERVED SECTION 11   MISCELLANEOUS 11.1.Amendments and Waivers. (a) Except as provided in   paragraphs (b) and (d) of this subsection 11.1, neither this Agreement nor   any other Loan Document, nor any terms hereof or thereof may be amended,   supplemented or modified except in accordance with the provisions of this   subsection. The - 70 - Active.28128860.17 


    




 










Majority   Lenders may, or, with the written consent of the Majority Lenders, the   Administrative Agent may, from time to time, (a) enter into with the Borrower   written amendments, supplements or modifications hereto and to the other Loan   Documents for the purpose of adding any provisions to this Agreement or the   other Loan Documents or changing in any manner the rights of the Lenders or   of the Borrower hereunder or thereunder or (b) waive, on such terms and   conditions as the Majority Lenders or the Administrative Agent, as the case   may be, may specify in such instrument, any of the requirements of this   Agreement or the other Loan Documents or any Default or Event of Default and   its consequences; provided, however, that no such waiver and no such   amendment, supplement or modification shall (i) reduce the amount or extend   the scheduled date of maturity of any Loan or reduce the stated rate or   amount of any interest or fee payable hereunder (except that any amendment or   modification of defined terms used in the financial covenants in this   Agreement shall not constitute a reduction in the rate of interest or fees   for purposes of this clause (i)) or extend the scheduled date of any payment   thereof or increase the amount or extend the expiration date of any Lender’s   Commitment without the consent of each Lender directly affected thereby, (ii)   amend, modify or waive any provision of this subsection or reduce the   percentages specified in the definitions, of Majority Lenders or consent to   the assignment or transfer by the Borrower of any of its rights and   obligations under this Agreement and the other Loan Documents, in each case   without the written consent of all the Lenders, (iii) amend, modify or waive   any provision of Section 9 without the written consent of the then Administrative   Agent, (iv) waive any condition in subsection 5.3 without the written consent   of the Majority Lenders or (v) modify the pro rata distribution of payments,   proceeds or fees payable to the Lenders (except in connection with an amend   and extend transaction offered ratably to all Lenders under a tranche of   Commitments) without the consent of each Lender directly affected thereby.   Any such waiver and any such amendment, supplement or modification shall   apply equally to each of the Lenders and shall be binding upon the Borrower,   the Lenders, the Administrative Agent and all future holders of the Loans. In   the case of any waiver, the Borrower, the Lenders and the Administrative   Agent shall be restored to their former positions and rights hereunder and   under the other Loan Documents, and any Default or Event of Default waived   shall be deemed to be cured and not continuing; no such waiver shall extend   to any subsequent or other Default or Event of Default or impair any right   consequent thereon. (b) Notwithstanding the provisions of this subsection   11.1, no Defaulting Lender shall have any right to approve or disapprove any   amendment, waiver or consent hereunder (and any amendment, waiver or consent   which by its terms requires the consent of all Lenders or each affected   Lender may be effected with the consent of the applicable Lenders other than   Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender   may not be increased or extended and the principal amount owed to such Lender   may not be reduced other than pursuant to payments made by a Borrower with   respect thereto without the consent of such Lender and (y) any waiver,   amendment or modification requiring the consent of all Lenders or each   affected Lender that by its terms affects any Defaulting Lender more   adversely than other affected Lenders shall require the consent of such   Defaulting Lender. (c) Notwithstanding the foregoing, the Administrative   Agent, with the consent of the Borrower, may amend, modify or supplement any   Loan Document without the consent of any Lender or the Majority Lenders in   order to correct, amend or cure any ambiguity, inconsistency or defect or   correct any typographical error or manifest error in any Loan Document. - 71   - Active.28128860.17 


    




 










(d) If any   Lender is a Non-Consenting Lender, then the Borrower may, at its sole expense   and effort, upon notice to such Lender and the Administrative Agent, require   such Lender to assign and delegate, without recourse (in accordance with and   subject to the restrictions contained in, and consents required by, Section   11.6 and payment of amounts due to such Lender under this Agreement), all of   its interests, rights (other than its existing rights to payments pursuant to   Section 3.9 or Section 3.10) and obligations under this Agreement and the   related Loan Documents to an assignee that shall assume such obligations   (which assignee may be another Lender or an Affiliate of a Lender, if a   Lender or such Affiliate accepts such assignment); provided that the applicable   assignee shall have consented to the applicable amendment, waiver or consent.   Notwithstanding the foregoing, in the event that the terms of this Agreement   are required to be modified as specified in the applicable provisions of the   Fee and Syndication Letter, then this Agreement may be amended (to the extent   not adverse to the interests of the Lenders) by the Administrative Agent and   the Borrower without the need to obtain the consent of any Lender. In   furtherance of the foregoing, the Borrower and the Administrative Agent agree   that they will enter into an amendment to this Agreement reasonably requested   by the Lead Arranger in compliance with the terms of the Fee and Syndication   Letter within ten Business Days of any such request. 11.2.Notices. (a) General.   All notices, requests and demands to or upon the respective parties hereto to   be effective shall be in writing (including by facsimile transmission) and,   unless otherwise expressly provided herein, shall be deemed to have been duly   given or made (a) in the case of delivery by hand, when delivered, (b) in the   case of delivery by mail, three days after being deposited in the mails,   postage prepaid, or (c) in the case of delivery by facsimile transmission,   when sent and receipt has been confirmed, addressed as follows in the case of   the Borrower and the Administrative Agent, and as set forth in Schedule I in   the case of the other parties hereto, or to such other address as may be   hereafter notified by the respective parties hereto: If to the Borrower: Boston   Scientific Corporation 300 Boston Scientific Way Marlborough, Massachusetts   01752 Attention: Daniel J. Brennan Executive Vice President and Chief   Financial Officer and Robert J. Castagna Vice President and Treasurer Fax:   508-683-4410 with a copy to: - 72 - Active.28128860.17 


    




 










Boston   Scientific Corporation 300 Boston Scientific Way Marlborough, Massachusetts   01752 Attention: Desiree Ralls-Morrison Senior Vice President, General   Counsel, and Secretary If to the Administrative Agent: Barclays Bank PLC 745   7th Avenue New York NY 10019 Attn: Peter Oberrender Phone: +1 212 526 6687   Email: peter.oberrender@barclays.com and ltmny@barclays.com If to the   Administrative Agent (for all borrowings, conversions and continuations):   Barclays Bank PLC 700 Prides Crossing Newark, Delaware 19713 Attention:   Samuel Cohen Telephone No.: 1-302-286-1920 E-mail: samuel.cohen@barclays.com   With a copy to: E-mail: 12145455230@tls.ldsprod.com provided that any notice,   request or demand to or upon the Administrative Agent or the Lenders pursuant   to subsection 2.2, 2.4, or 3.2 shall not be effective until received. (b)   Notices and other communications to the Lenders hereunder may be delivered or   furnished by electronic communication (including e-mail and Internet or   intranet websites) pursuant to procedures approved by the Administrative   Agent, provided that the foregoing shall not apply to notices to any Lender   pursuant to Sections 2 and 3 if such Lender has notified the Administrative   Agent that it is incapable of receiving notices under such Section by   electronic communication. The Administrative Agent or the Borrower may, in   its discretion, agree to accept notices and other communications to it   hereunder by electronic communications pursuant to procedures approved by it,   provided that approval of such procedures may be limited to particular   notices or communications. Unless the Administrative Agent otherwise   prescribes, (i) notices and other communications sent to an e-mail address   shall be deemed received upon the sender’s receipt of an acknowledgement from   the intended recipient (such as by the “return receipt requested” function,   as available, return e-mail or other written acknowledgement), provided that   if such notice or other communication is not sent during the normal business   hours of the recipient, such notice or communication shall be deemed to have   been sent at the opening of business on the - 73 - Active.28128860.17 


    




 










next business   day for the recipient, and (ii) notices or communications posted to an   Internet or intranet website shall be deemed received upon the deemed receipt   by the intended recipient at its e-mail address as described in the foregoing   clause (i) of notification that such notice or communication is available and   identifying the website address therefor. (c) The Platform. THE PLATFORM IS   PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO   NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE   ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR   OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS,   IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR   A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM   VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH   THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative   Agent or any of its Affiliates (collectively, the “Agent Parties”) have any   liability to the Borrower, any Lender or any other Person for losses, claims,   damages, liabilities or expenses of any kind (whether in tort, contract or   otherwise) arising out of the Borrower’s or the Administrative Agent’s   transmission of Borrower Materials through the Internet, except to the extent   that such losses, claims, damages, liabilities or expenses are determined by   a court of competent jurisdiction by a final and nonappealable judgment to   have resulted from the gross negligence or willful misconduct of such Agent   Party; provided, however, that in no event shall any Agent Party have any   liability to the Borrower, any Lender or any other Person for indirect,   special, incidental, consequential or punitive damages (as opposed to direct   or actual damages). 11.3.No Waiver; Cumulative Remedies. No failure to   exercise and no delay in exercising, on the part of the Administrative Agent   or any Lender, any right, remedy, power or privilege hereunder or under the   other Loan Documents shall operate as a waiver thereof; nor shall any single   or partial exercise of any right, remedy, power or privilege hereunder   preclude any other or further exercise thereof or the exercise of any other   right, remedy, power or privilege. The rights, remedies, powers and   privileges herein provided are cumulative and not exclusive of any rights,   remedies, powers and privileges provided by law. 11.4.Survival of   Representations and Warranties. All representations and warranties made   hereunder, in the other Loan Documents and in any document, certificate or   statement delivered pursuant hereto or in connection herewith shall survive   the execution and delivery of this Agreement and the making of the Loans   hereunder. 11.5.Payment of Expenses and Taxes. The Borrower agrees (a) to pay   or reimburse the Lead Arranger and the Administrative Agent for all their   reasonable and documented out-of-pocket costs and expenses incurred in   connection with the development, preparation and execution of, and any   amendment, supplement or modification to, this Agreement and the other Loan   Documents and any other documents prepared in connection herewith or   therewith, and the consummation and administration of the transactions   contemplated hereby and thereby, including, without limitation, the   reasonable and documented fees and disbursements of outside counsel   (including one local counsel in each applicable jurisdiction) to the   Administrative Agent and the Lead Arranger, (b) to pay or reimburse each   Lender, the Lead Arranger and the - 74 - Active.28128860.17 


    




 










Administrative   Agent for all its costs and expenses incurred in connection with the   enforcement or preservation of any rights under this Agreement, the other   Loan Documents and any such other documents, including, without limitation,   the documented fees and disbursements of counsel (including the allocated   fees and expenses of in house counsel) to each Lender and of counsel to the   Administrative Agent and the Lead Arranger, provided, that in connection with   any workout or restructuring, the Borrower shall pay the fees and   disbursements of one U.S. counsel for the Administrative Agent, the Lead   Arranger and the Lenders pursuant to this clause (b), and, in the case of an   actual or perceived conflict of interest where the indemnified party affected   by such conflict informs the Borrower of such conflict and thereafter,   retains its own counsel, of another firm of counsel for such affected   indemnified party, (c) to pay, indemnify, and hold each Lender and the   Administrative Agent and each of their affiliates and their respective   officer, directors, employees, agents and advisors (each, an “indemnified   party”) harmless from, any and all recording and filing fees and any and all   liabilities with respect to, or resulting from any delay in paying, stamp,   excise and other similar taxes, if any, which may be payable or determined to   be payable in connection with the execution and delivery of, or consummation   or administration of any of the transactions contemplated by, or any   amendment, supplement or modification of, or any waiver or consent under or   in respect of, this Agreement, the other Loan Documents and any such other   documents, and (d) to pay, indemnify, and hold each indemnified party   harmless from and against any and all other liabilities, obligations, losses,   damages, penalties, actions, judgments, suits, costs, expenses or   disbursements of any kind or nature whatsoever incurred by any indemnified   party or asserted against any indemnified party by any third party or by the   Borrower or any of its Subsidiaries arising out of, in connection with or as   a result of the Transactions (or any transactions related thereto), or the   execution, delivery, enforcement, performance and administration of this   Agreement, the other Loan Documents and such other documents, including, without   limitation, any of the foregoing relating to the violation of, noncompliance   with or liability under, any Environmental Law applicable to the operations   of the Borrower, any of its Subsidiaries or any of the Properties (all the   foregoing in this clause (d), collectively, the “indemnified liabilities”),   provided that the Borrower shall have no obligation hereunder to any   indemnified party with respect to indemnified liabilities arising from the   gross negligence or willful misconduct of such indemnified party determined   in a court of competent jurisdiction in a final non-appealable judgment. The   agreements in this subsection shall survive repayment of the Loans and all   other amounts payable hereunder and the termination of this Agreement.   11.6.Successors and Assigns; Participations and Assignments. (a) This   Agreement shall be binding upon and inure to the benefit of the Borrower, the   Lenders, the Administrative Agent and their respective successors and   assigns, except that the Borrower may not assign or transfer any of its   rights or obligations under this Agreement without the prior written consent   of each Lender. (b) Any Lender may, in the ordinary course of its commercial   banking business and in accordance with applicable law, at any time sell to   one or more banks or other entities (other than a Defaulting Lender, the   Borrower or its Affiliates or Subsidiaries or any natural Person)   (“Participants”) participating interests in any Loan owing to such Lender,   any Commitment of such Lender or any other interest of such Lender hereunder   and under the other Loan Documents. In the event of any such sale by a Lender   of a participating interest to a Participant, - 75 - Active.28128860.17 


    




 










such Lender’s   obligations under this Agreement to the other parties to this Agreement shall   remain unchanged, such Lender shall remain solely responsible for the   performance thereof, such Lender shall remain the holder of any such Loan for   all purposes under this Agreement and the other Loan Documents, and the   Borrower and the Administrative Agent shall continue to deal solely and   directly with such Lender in connection with such Lender’s rights and   obligations under this Agreement and the other Loan Documents. No Lender   shall be entitled to create in favor of any Participant, in the participation   agreement pursuant to which such Participant’s participating interest shall   be created or otherwise, any right to vote on, consent to or approve any   matter relating to this Agreement or any other Loan Document except for those   specified in clauses (i) and (ii) of the proviso to subsection 11.1(a). The   Borrower agrees that if amounts outstanding under this Agreement are due or   unpaid, or shall have been declared or shall have become due and payable upon   the occurrence of an Event of Default, each Participant shall, to the maximum   extent permitted by applicable law, be deemed to have the right of set-off in   respect of its participating interest in amounts owing under this Agreement   to the same extent as if the amount of its participating interest were owing   directly to it as a Lender under this Agreement, provided that, in purchasing   such participating interest, such Participant shall be deemed to have agreed   to share with the Lenders the proceeds thereof as provided in subsection   11.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees   that each Participant shall be entitled to the benefits of subsections 3.9,   3.10 and 3.11 with respect to its participation in the Commitments and the   Loans outstanding from time to time as if it was a Lender; provided that, in   the case of subsection 3.10, such Participant shall have complied with the   requirements of said subsection, and provided, further, that no Participant   shall be entitled to receive any greater amount pursuant to any such   subsection than the transferor Lender would have been entitled to receive in   respect of the amount of the participation transferred by such transferor   Lender to such Participant had no such transfer occurred. Each Lender that   sells a participation, acting solely for this purpose as a non-fiduciary   agent of the Borrower, shall maintain a register on which it enters the name   and address of each Participant and the principal amounts (and stated   interest) of each Participant’s interest in the Loans or other obligations   under this Agreement (the “Participant Register”); provided, that no Lender   shall have any obligation to disclose all or any portion of the Participant   Register to any Person (including the identity of any Participant or any information   relating to a Participant’s interest in any Commitments, Loans or its other   Obligations under any Loan Document) except to the extent that such   disclosure is necessary to establish that such Commitment, Loan or other   Obligation is in registered form under Section 5f.103-1(c) of the United   States Treasury Regulations. The entries in the Participant Register shall be   conclusive, and such Lender, the Borrower and the Administrative Agent shall   treat each person whose name is recorded in the Participant Register pursuant   to the terms hereof as the owner of such participation for all purposes of   this Agreement, notwithstanding notice to the contrary. For the avoidance of   doubt, the Administrative Agent (in its capacity as Administrative Agent)   shall have no responsibility for maintaining a Participant Register. (c) Any   Lender may, in the ordinary course of its commercial banking business and in   accordance with applicable law, at any time and from time to time, assign (i)   to any Lender or any Lender Affiliate with the consent (in each case, not to   be unreasonably withheld, delayed or conditioned) of the Administrative Agent   or (ii) with the consent of the Borrower (unless an Event of Default shall   have occurred and be continuing) and the Administrative Agent (which consent   in each case shall not be unreasonably withheld, delayed or conditioned), to   an additional bank, financial institution, or other entity (an “Assignee”)   all or any part of its rights - 76 - Active.28128860.17 


    




 










and obligations   under this Agreement and the other Loan Documents pursuant to an Assignment   and Assumption, substantially in the form of Exhibit D, executed by such   Assignee, such assigning Lender (and, in the case of an Assignee that is not   a Lender or a Lender Affiliate, by the Administrative Agent) and delivered to   the Administrative Agent for its acceptance and recording in the Register,   provided that, except in the case of an assignment to a Lender or a Lender   Affiliate or an assignment of the entire remaining amount of the assigning   Lender’s Commitments or Loans, the amount of the Commitments or Loans of the   assigning Lender subject to each such assignment (determined as of the date   the Assignment and Assumption with respect to such assignment is delivered to   the Administrative Agent) shall not be less than $5,000,000 (or such lesser   amount as may be agreed to by the Borrower and the Administrative Agent), and   provided further that no such assignment shall be made to (A) any Defaulting   Lender or any of its Subsidiaries, (B) the Borrower or any of its Affiliates   or Subsidiaries or (C) any natural person. Upon such execution, delivery,   acceptance and recording, from and after the effective date determined   pursuant to such Assignment and Assumption, (x) the Assignee thereunder shall   be a party hereto and, to the extent provided in such Assignment and   Assumption, have the rights and obligations of a Lender hereunder with   Commitments as set forth therein, and (y) the assigning Lender thereunder   shall, to the extent provided in such Assignment and Assumption, be released   from its obligations under this Agreement (and, in the case of an Assignment   and Assumption covering all or the remaining portion of an assigning Lender’s   rights and obligations under this Agreement, such assigning Lender shall   cease to be a party hereto but shall continue to be entitled to the indemnity   and expense reimbursement provisions in the Loan Documents arising out of the   period prior to the assignment). (d) The Administrative Agent, acting for   this purpose as a non-fiduciary agent of the Borrower, shall maintain at the   address of the Administrative Agent referred to in subsection 11.2 a copy of   each Assignment and Assumption delivered to it and a register (the   “Register”) for the recordation of the names and addresses of the Lenders and   the Commitments of, and principal amount (and stated interest) of the Loans   owing to, each Lender from time to time. The entries in the Register shall be   conclusive, in the absence of manifest error, and the Borrower, the   Administrative Agent and the Lenders shall treat each Person whose name is   recorded in the Register as the owner of a Loan or other obligation hereunder   as the owner thereof for all purposes of this Agreement and the other Loan   Documents, notwithstanding any notice to the contrary. Any assignment of any   Loan or other obligation hereunder not evidenced by a Note shall be effective   only upon appropriate entries with respect thereto being made in the   Register. In addition, the Administrative Agent shall maintain on the   Register information regarding the designation, and revocation of   designation, of any Lender as a Defaulting Lender. The Register shall be   available for inspection by the Borrower or any Lender at any reasonable time   and from time to time upon reasonable prior notice. (e) Upon its receipt of   an Assignment and Assumption executed by an assigning Lender and an Assignee   (and, in the case of an Assignee that is not then a Lender or a Lender   Affiliate, by the Borrower (if required) and the Administrative Agent)   together with payment to the Administrative Agent of a registration and   processing fee of $4,000, the Administrative Agent shall (i) promptly accept   such Assignment and Assumption and (ii) on the effective date determined   pursuant thereto record the information contained therein in the Register and   give notice of such acceptance and recordation to the Lenders and the   Borrower; provided that the - 77 - Active.28128860.17 


    




 










Administrative   Agent may, in its sole discretion, elect to waive such registration and   processing fee in the case of any assignment. (f) The Borrower authorizes   each Lender to disclose to any Participant or Assignee (each, a “Transferee”)   and any prospective Transferee, subject to the provisions of subsection   11.14, any and all financial information in such Lender’s possession   concerning the Borrower and its Affiliates which has been delivered to such   Lender by or on behalf of the Borrower pursuant to this Agreement or which   has been delivered to such Lender by or on behalf of the Borrower in   connection with such Lender’s credit evaluation of the Borrower and its   Affiliates prior to becoming a party to this Agreement. (g) For avoidance of   doubt, the parties to this Agreement acknowledge that the provisions of this   subsection concerning assignments of Loans and Notes relate only to absolute   assignments and that such provisions do not prohibit assignments creating   security interests, including, without limitation, any pledge or assignment   by a Lender of any Loan or Note to any Federal Reserve Bank or any central   bank having jurisdiction over such Lender in accordance with applicable law.   (h) In connection with any assignment of rights and obligations of any   Defaulting Lender hereunder, no such assignment shall (unless otherwise   agreed by the Borrower and the Administrative Agent) be effective unless and   until, in addition to the other conditions thereto set forth herein, the   parties to the assignment shall make such additional payments to the   Administrative Agent in an aggregate amount sufficient, upon distribution   thereof as appropriate (which may be outright payment, purchases by the   assignee of participations or subparticipations, or other compensating   actions, including funding, with the consent of the Borrower and the   Administrative Agent, the applicable pro rata share of Loans previously   requested but not funded by the Defaulting Lender, to each of which the   applicable assignee and assignor hereby irrevocably consent), to (x) pay and   satisfy in full all payment liabilities then owed by such Defaulting Lender   to the Administrative Agent or any Lender hereunder (and interest accrued   thereon) and (y) acquire (and fund as appropriate) its full pro rata share of   all applicable Loans. Notwithstanding the foregoing, in the event that any   assignment of rights and obligations of any Defaulting Lender hereunder shall   become effective under applicable law without compliance with the provisions   of this paragraph, then the assignee of such interest shall be deemed to be a   Defaulting Lender for all purposes of this Agreement until such compliance   occurs. Notwithstanding anything to the contrary in this subsection 11.6,   during the Certain Funds Period no Lender shall assign any Commitment or Loan   or any other interest of such Lender hereunder or under the other Loan   Documents without the prior written consent of the Administrative Agent and,   unless a Certain Funds Default has occurred and is continuing, the Borrower.   11.7.Adjustments; Set-off. (a) If any Lender (a “Benefited Lender”) shall at   any time receive any payment of all or part of its Loans (or any   participation therein arising pursuant to subsection 11.15) then due and   owing, or interest thereon, or receive any collateral in respect thereof   (whether voluntarily or - 78 - Active.28128860.17 


    




 










involuntarily,   by set-off, pursuant to events or proceedings of the nature referred to in   subsection 8(g), or otherwise), in a greater proportion than any such payment   to or collateral received by any other Lender (other than to the extent   expressly provided herein or by court order), if any, in respect of such   other Lender’s Loans (or any participation therein arising pursuant to   subsection 11.15) then due and owing, or interest thereon, such Benefited Lender   shall purchase for cash from the other Lenders a participating interest in   such portion of each such other Lender’s Loans, or shall provide such other   Lenders with the benefits of any such collateral, or the proceeds thereof, as   shall be necessary to cause such Benefited Lender to share the excess payment   or benefits of such collateral or proceeds ratably with each of the Lenders;   provided, however, that if all or any portion of such excess payment or   benefits is thereafter recovered from such Benefited Lender, such purchase   shall be rescinded, and the purchase price and benefits returned, to the   extent of such recovery, but without interest; and provided further that in   the event that any Defaulting Lender shall exercise any such right of setoff,   (x) all amounts so set off shall be paid over immediately to the   Administrative Agent for further application in accordance with the   provisions of subsection 2.6 and, pending such payment, shall be segregated   by such Defaulting Lender from its other funds and deemed held in trust for   the benefit of the Administrative Agent and the Lenders, and (y) the   Defaulting Lender shall provide promptly to the Administrative Agent a   statement describing in reasonable detail the Obligations owing to such   Defaulting Lender as to which it exercised such right of setoff. (b) In   addition to any rights and remedies of the Lenders provided by law, each   Lender shall have the right, without prior notice to the Borrower, any such   notice being expressly waived by the Borrower to the extent permitted by   applicable law, upon any amount becoming due and payable by the Borrower   hereunder (whether at the stated maturity, by acceleration or otherwise) to   set-off and appropriate and apply against such amount any and all deposits   (general or special, time or demand, provisional or final), in any currency,   and any other credits, indebtedness or claims, in any currency, in each case   whether direct or indirect, absolute or contingent, matured or unmatured, at   any time held or owing by such Lender or any Affiliate, branch or agency   thereof to or for the credit or the account of the Borrower. Each Lender   agrees promptly to notify the Borrower and the Administrative Agent after any   such set-off and application made by such Lender, provided that the failure   to give such notice shall not affect the validity of such set-off and   application. 11.8.Counterparts. This Agreement may be executed by one or more   of the parties to this Agreement on any number of separate counterparts   (including by facsimile transmission or in electronic (i.e., “pdf” or “tif”)   format), and all of said counterparts taken together shall be deemed to   constitute one and the same instrument. A set of the copies of this Agreement   signed by all the parties shall be lodged with the Borrower and the   Administrative Agent. 11.9.Severability. Any provision of this Agreement   which is prohibited or unenforceable in any jurisdiction shall, as to such   jurisdiction, be ineffective to the extent of such prohibition or   unenforceability without invalidating the remaining provisions hereof, and   any such prohibition or unenforceability in any jurisdiction shall not   invalidate or render unenforceable such provision in any other jurisdiction.   Without limiting the foregoing provisions of this subsection 11.9, if and to   the extent that the enforceability of any provisions in this Agreement   relating to Defaulting Lenders shall be limited by Debtor Relief Laws or a   Bail-In - 79 - Active.28128860.17 


    




 










Action, as   determined in good faith by the Administrative Agent, then such provisions   shall be deemed to be in effect only to the extent not so limited. 11.10.   Integration. This Agreement and the other Loan Documents represent the   agreement of the Borrower, the Administrative Agent and the Lenders with   respect to the subject matter hereof, and there are no promises,   undertakings, representations or warranties by the Administrative Agent or   any Lender relative to subject matter hereof not expressly set forth or   referred to herein or in the other Loan Documents. 11.11. GOVERNING LAW. THIS   AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE   GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE   STATE OF NEW YORK. 11.12. Submission To Jurisdiction and Waivers. The   Borrower hereby irrevocably and unconditionally: (a) submits for itself and   its property in any legal action or proceeding relating to this Agreement and   the other Loan Documents to which it is a party, or for recognition and   enforcement of any judgment in respect thereof, to the exclusive general   jurisdiction of the courts of the United States of America for the Southern   District of New York Courts and, if such courts lack subject matter   jurisdiction, the State of New York sitting in New York County, Borough of   Manhattan, and appellate courts from any thereof; (b) consents that any such   action or proceeding may be brought in such courts and waives any objection   that it may now or hereafter have to the venue of any such action or   proceeding in any such court or that such action or proceeding was brought in   an inconvenient court and agrees not to plead or claim the same; (c) agrees   that service of process in any such action or proceeding may be effected by   mailing a copy thereof by registered or certified mail (or any substantially   similar form of mail), postage prepaid, to the Borrower at its address set   forth in subsection 11.2 or at such other address of which the Administrative   Agent shall have been notified pursuant thereto; (d) agrees that nothing   herein shall affect the right to effect service of process in any other   manner permitted by law or shall limit the right to sue in any other   jurisdiction; and (e) waives, to the maximum extent not prohibited by law,   any right it may have to claim or recover in any legal action or proceeding   referred to in this subsection any special, exemplary, punitive or   consequential damages. 11.13. Acknowledgements. The Borrower hereby   acknowledges that: (a) it has been advised by counsel in the negotiation,   execution and delivery of this Agreement and the other Loan Documents; (b)   neither the Administrative Agent nor any Lender has any fiduciary   relationship with or duty to the Borrower arising out of or in connection   with this Agreement or any of the - 80 - Active.28128860.17 


    




 










other Loan   Documents, and the relationship between the Administrative Agent and Lenders,   on the one hand, and the Borrower, on the other hand, in connection herewith   or therewith is solely that of debtor and creditor; and (c) no joint venture   is created hereby or by the other Loan Documents or otherwise exists by   virtue of the transactions contemplated hereby among the Lenders or among the   Borrower and the Lenders. 11.14. Confidentiality. Each Lender agrees to keep   confidential any Information (a) provided to it by or on behalf of the   Borrower or any of its Subsidiaries pursuant to or in connection with this   Agreement or (b) obtained by such Lender based on a review of the books and records   of the Borrower or any of its Subsidiaries; provided that nothing herein   shall prevent any Lender from disclosing any such Information (i) to the   Administrative Agent or any other Lender, (ii) to any Transferee or   prospective Transferee which receives such Information having been made aware   of the confidential nature thereof and having agreed to abide by the   provisions of this subsection 11.14, (iii) to its employees, directors,   agents, attorneys, accountants and other professional advisors, and to its   and its Affiliates’ respective employees, officers, directors, agents,   attorneys, accountants and other professional advisors who are directed to be   bound by the provisions of this subsection 11.14 and who have a need for such   Information in connection with this Agreement or other transactions or   proposed transactions with the Borrower, (iv) upon the request or demand of   any Governmental Authority having jurisdiction or oversight over such Lender   or in connection with any assignment or pledge permitted under subsection   11.6(g), (v) in response to any order of any court or other Governmental   Authority or as may otherwise be required pursuant to any Requirement of Law,   (vi) subject to an agreement to comply with the provisions of this   subsection, to any actual or prospective counter-party (or its advisors) to   any Hedge Agreement, (vii) which has been publicly disclosed other than in   breach of this Agreement, (viii) in connection with the exercise of any   remedy hereunder, or (ix) with the written consent of either a Responsible   Officer or the treasurer of the Borrower. For purposes of this Section,   “Information” means all information received from either Borrower or any   Subsidiary relating to either Borrower or any Subsidiary or any of their   respective businesses, other than any such information that is available to   the Administrative Agent or any Lender on a nonconfidential basis prior to   disclosure by the Borrower or any Subsidiary and other than information   pertaining to this Agreement routinely 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 or any   Subsidiary after the date hereof, such information is clearly identified at the   time of delivery as confidential. Any Person required to maintain the   confidentiality of Information as provided in this Section shall be   considered to have complied with its obligation to do so if such Person has   exercised the same degree of care to maintain the confidentiality of such   Information as such Person would accord to its own confidential information.   Each of the Administrative Agent and the Lenders acknowledges that (a) the   Information may include material non-public information concerning the   Borrower or a Subsidiary, as the case may be, (b) it has developed compliance   procedures regarding the use of material non-public information and (c) it   will handle such material non-public information in accordance with   applicable Law, including Federal and state securities laws. - 81 -   Active.28128860.17 


    




 










11.15.   Reserved. 11.16. Judgment. (a) If for the purpose of obtaining judgment in   any court it is necessary to convert a sum due hereunder in one currency into   another currency, the parties hereto agree, to the fullest extent that they   may effectively do so, that the rate of exchange used shall be that at which   in accordance with normal banking procedures the Administrative Agent could   purchase the first currency with such other currency in the city in which it   normally conducts its foreign exchange operation for the first currency on   the Business Day preceding the day on which final judgment is given. (b) The   obligation of the Borrower in respect of any sum due from it to any Lender   hereunder shall, notwithstanding any judgment in a currency (the “Judgment   Currency”) other than that in which such sum is denominated in accordance   with the applicable provisions of this Agreement (the “Agreement Currency”),   be discharged only to the extent that on the Business Day following receipt   by such Lender of any sum adjudged to be so due in the Judgment Currency such   Lender may in accordance with normal banking procedures purchase the   Agreement Currency with the Judgment Currency; if the amount of Agreement   Currency so purchased is less than the sum originally due to such Lender in   the Agreement Currency, the Borrower agrees notwithstanding any such judgment   to indemnify such Lender against such loss, and if the amount of the   Agreement Currency so purchased exceeds the sum originally due to any Lender,   such Lender agrees to remit to the Borrower such excess. 11.17. WAIVERS OF   JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY   IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY   LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS   AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 11.18.   USA Patriot Act Notice. Each Lender and the Administrative Agent (for itself   and not on behalf of any Lender) hereby notifies the Borrower that pursuant   to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56   (signed into law October 26, 2001)) (the “Patriot Act”), it is required to   obtain, verify and record information that identifies the Borrower which   information includes the name and address of the Borrower and other   information that will allow such Lender or the Administrative Agent, as   applicable, to identify the Borrower in accordance with the Patriot Act.   11.19. No Advisory or Fiduciary Responsibility. In connection with all   aspects of each transaction contemplated hereby (including in connection with   any amendment, waiver or other modification hereof or of any other Loan   Document), the Borrower acknowledges and agrees, and acknowledges its   Affiliates’ understanding, that: (a) (i) the arranging and other services   regarding this Agreement provided by the Administrative Agent and the Lead   Arranger are arm’s-length commercial transactions between the Borrower and   its Affiliates, on the one hand, and the Administrative Agent and the Lead   Arranger, on the other hand, (ii) the Borrower has consulted its own legal,   accounting, regulatory and tax advisors to the extent it has deemed - 82 -   Active.28128860.17 


    




 










appropriate,   and (iii) the Borrower is capable of evaluating, and understands and accepts,   the terms, risks and conditions of the transactions contemplated hereby and   by the other Loan Documents; (b) (i) the Administrative Agent and the Lead   Arranger each is and has been acting solely as a principal and, except as   expressly agreed in writing by the relevant parties, has not been, is not,   and will not be acting as an advisor, agent or fiduciary for the Borrower or   any of its respective Affiliates, or any other Person and (ii) neither the   Administrative Agent nor the Lead Arranger has any obligation to the Borrower   or any of its respective Affiliates with respect to the transactions   contemplated hereby except those obligations expressly set forth herein and   in the other Loan Documents; and (c) the Administrative Agent and the Lead   Arranger and their respective Affiliates may be engaged in a broad range of   transactions that involve interests that differ from those of the Borrower   and its Affiliates, and neither the Administrative Agent nor the Lead   Arranger has any obligation to disclose any of such interests to the Borrower   or any of its Affiliates. 11.20. Acknowledgement and Consent to Bail-In of   EEA Financial Institutions. Notwithstanding anything to the contrary in any   Loan Document or in any other agreement, arrangement or understanding among   the parties hereto, each party hereto acknowledges that any liability of any   EEA Financial Institution arising under any Loan Document, to the extent such   liability is unsecured, may be subject to the Write-Down and Conversion   Powers of an EEA Resolution Authority and agrees and consents to, and   acknowledges and agrees to be bound by: (a) the application of any Write-Down   and Conversion Powers by an EEA Resolution Authority to any such liabilities   arising hereunder which may be payable to it by any Lender party hereto that   is an EEA Financial Institution; 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   such EEA Financial Institution, its parent undertaking, or a bridge   institution that may be issued to it or otherwise conferred on it, and that   such shares or other instruments of ownership will be accepted by it in lieu   of any rights with respect to any such liability under this Agreement or any   other Loan Document; or (iii) the variation of the terms of such liability in   connection with the exercise of the Write-Down and Conversion Powers of any   EEA Resolution Authority. [Signature Pages Follow] - 83 - Active.28128860.17 


    




 










IN WITNESS   WHEREOF, the parties hereto have caused this Agreement to be duly executed   and delivered by their proper and duly authorized officers as of the day and   year first above written. BOSTON SCIENTIFIC CORPORATION Title: Vice   [Signature Page to Bridge Credit Agreement] 


    




 










BARCLAYS BANK   PLC, as Admini strati ve Agent Ronnie G enn Director BARCLAYS BANK PLC, as a   Lender (_ / Signature Page to Project Bul ldog Bridge Credit Agreement 


    




 










SCHEDULE I   NAMES AND COMMITMENTS OF LENDERS Active.28128860.17 Name Tranche 1 Commitment   Tranche 2 Commitment Barclays Bank PLC £3,115,000,000 £200,000,000 Total   £3,115,000,000 £200,000,000 


    




 










Schedule 7.2   Existing Liens1 Entity State Jurisdiction UCC # Secured Party Amount of   Description Obligation — Boston Scientific Corporation DE SOS 64509535 filed   on 12/22/06 Continued on 8/1/11 Continued on 12/2/16 Assignment to Wells   Fargo Bank on 2/7/17 Collateral restatement filed on 2/7/17 Debtor address   change filed on 2/7/17 Wells Fargo Bank, National Association Certain   accounts receivable and related property relating to Company’s receivables   facility Boston Scientific Funding LLC DE SOS 64510137 filed on 12/22/06   Continued on 8/1/11 Continued on 12/2/16 Assignment to Wells Fargo Bank on   2/7/17 Collateral restatement filed on 2/7/17 Debtor address change filed on   2/7/17 Wells Fargo Bank, National Association — Certain accounts receivable   and related property relating to Company’s receivables facility 1 Liens with   respect to Equipment Leases are set forth on an Annex hereto. 


    




 










ANNEX 1 TO   SCHEDULE 7.2 BOSTON SCIENTIFIC EXISTING LIENS Debtor State Jurisdiction UCC   Type File # and Date Secured Party Collateral Description BOSTON SCIENTIFIC   CORPORATION DE SOS UCC-1 #6450953 5 12/22/06 Wachovia Bank, National   Association, as Administrative Agent SP Assignor: Boston Scientific Funding   LLC Blanket Lien UCC-3 11/20/07 SP Assignment to Royal Bank of Canada, as   Administrative Agent UCC-3 11/20/07 and 8/3/10 Collateral Restatement UCC-3   8/1/11 Continuation UCC-3 12/2/16 Continuation UCC-1 #2013 4617834 11/22/13   Ricoh USA, Inc. Equipment Lease UCC-3 2/10/14 MB Financial Bank, N.A.   Assignment UCC-3 5/30/18 Continuation UCC-1 #3014 0597138 2/14/14 Wells Fargo   Bank, N.A. Equipment Lease UCC-1 #2014 5298906 12/30/14 Carlson Systems LLC   Equipment Lease UCC-1 #20160141166 1/8/16 Ikon Financial Svcs Equipment Lease   


    




 










Debtor State   Jurisdiction UCC Type File # and Date Secured Party Collateral Description   UCC-1 #20160141174 1/8/16 Ikon Financial Svcs Equipment Lease UCC-1   #20160141257 1/8/16 Ikon Financial Svcs Equipment Lease UCC-1 #20160141265   1/8/16 Ikon Financial Svcs Equipment Lease UCC-1 #20160141273 1/8/16 Ikon   Financial Svcs Equipment Lease UCC-1 #20160141281 1/8/16 Ikon Financial Svcs   Equipment Lease UCC-1 #20160141299 1/8/16 Ikon Financial Svcs Equipment Lease   UCC-1 #20160141307 1/8/16 Ikon Financial Svcs Equipment Lease UCC-1   #20161614039 3/17/16 Engel Machinery Inc. Equipment Lease UCC-1 #20163120498   5/25/16 Ikon Financial Svcs Equipment Lease UCC-1 #20173531917 5/30/17 Ikon   Financial Svcs Equipment Lease UCC-1 #20187189976 10/17/18 Orbotech, Inc.   Equipment Lease BOSTON SCIENTIFIC FUNDING LLC DE SOS UCC-1 #6451013 7   12/22/06 Wachovia Bank, National Association, as Administrative Agent Blanket   Lien 


    




 










Debtor State   Jurisdiction UCC Type File # and Date Secured Party Collateral Description   UCC-3 11/20/07 SP Assignment to Royal Bank of Canada, as Administrative Agent   UCC-3 11/20/07 Collateral Restatement UCC-3 8/1/11 Continuation UCC-3 12/2/16   Continuation ENDOCHOICE, INC. DE SOS UCC-1 #20140210377 1/7/14 GreatAmerica   Financial Services Corporation Equipment Lease 


    




 










Schedule 7.5   Existing Subsidiary Indebtedness1 ($ in thousands) 1 As of July 31, 2018.   Subsidiary Lender Maturity Amount Boston Scientific Japan K.K. Sanritsu   Corporation October 2030 7,349 Boston Scientific SA France BNP Paribas Factor   S.A. Revolving 3,948 Boston Scientific Benelux NV BNP Paribas Factor S.A.   Revolving 96 Various Various Revolving 945 


    




 










EXHIBIT A FORM   OF NOTE $ New York, New York [ ], 2018 FOR VALUE RECEIVED, the undersigned,   Boston Scientific Corporation, a Delaware corporation (the “Borrower”),   hereby unconditionally promises to pay [ ] (the “Lender”) (or its registered   assigns) at the office of Barclays Bank PLC, located at 745 7TH AVENUE, NEW   YORK, NEW YORK, 10019, in lawful money of the United States of America and in   immediately available funds, on the Termination Date the principal amount of   (a) [DOLLARS][POUNDS STERLING] ([$][£] ), or, if less, (b) the aggregate   unpaid principal amount of all Loans made by the Lender to the Borrower   pursuant to subsection 2.1 of the Credit Agreement, as hereinafter defined.   The principal amount of the Loans shall be paid in the amounts and on the dates   specified in subsection 2.5 of the Credit Agreement. The Borrower further   agrees to pay interest in like money at such office on the unpaid principal   amount hereof from time to time outstanding at the rates and on the dates   specified in subsections 3.2 and 3.4 of such Credit Agreement. The holder of   this Note is authorized to endorse on the schedules annexed hereto and made a   part hereof or on a continuation thereof which shall be attached hereto and   made a part hereof the date, Type and amount of each Loan made pursuant to   the Credit Agreement and the date and amount of each payment or prepayment of   principal thereof, each continuation thereof, each conversion of all or a   portion thereof to another Type and, in the case of Eurodollar Loans, the   length of each Interest Period with respect thereto. Each such endorsement   shall constitute prima facie evidence of the accuracy of the information   endorsed. The failure to make any such endorsement shall not affect the   obligations of the Borrower in respect of such Loan. This Note (a) is one of   the Notes referred to in the Bridge Credit Agreement, dated as of November   20, 2018 (as amended, amended and restated, supplemented or otherwise   modified from time to time, the “Credit Agreement”), among the Borrower, the   Lender, the other banks and financial institutions from time to time parties   thereto, Barclays Bank PLC, as Lead Arranger and Bookrunner, and Barclays   Bank PLC, as Administrative Agent, (b) is subject to the provisions of the   Credit Agreement and (c) is subject to optional prepayment in whole or in   part as provided in the Credit Agreement. This Note is guaranteed as provided   in the Credit Agreement. Reference is hereby made to the Credit Agreement for   the nature and extent of the guarantee, the terms and conditions upon which   the guarantee was granted and the rights of the holder of this Note in   respect thereof. Upon the occurrence of any one or more of the Events of   Default, all amounts then remaining unpaid on this Note shall become, or may   be declared to be, immediately due and payable, all as provided in the Credit   Agreement. 008330-0413-28143808.6 


    




 










All parties now   and hereafter liable with respect to this Note, whether maker, principal,   surety, guarantor, endorser or otherwise, hereby waive presentment, demand,   protest and all other notices of any kind. Unless otherwise defined herein,   terms defined in the Credit Agreement and used herein shall have the meanings   given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND   CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW   YORK. Boston Scientific Corporation By: Name: Title: 008330-0413-28143808.6 


    




 










Schedule A to   Note LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS 008330-0413-28143808.6   Date Amount of ABR Loans Amount Converted to ABR Loans Amount of Principal of   ABR Loans Repaid Amount of ABR Loans Converted to Eurodollar Loans Unpaid   Principal Balance of ABR Loans Notation Made By 


    




 










Schedule B to   Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS   008330-0413-28143808.6 Date Amount of Eurodollar Loans Amount Converted to   Eurodollar Loans Interest Period and Eurodollar Rate with Respect Thereto   Amount of Principal of Eurodollar Loans Repaid Amount of Eurodollar Loans   Converted to ABR Loans Unpaid Principal Balance of Eurodollar Loans Notation   Made By 


    




 










EXHIBIT B FORM   OF BORROWER CLOSING CERTIFICATE [•], 2018 Pursuant to Section 5.1 of   the Bridge Credit Agreement, dated as of the date hereof (the “Credit   Agreement”), among Boston Scientific Corporation, a Delaware corporation (the   “Borrower”), the several banks and other financial institutions from time to   time parties thereto and Barclays Bank PLC, as Administrative Agent, the   undersigned, [President] [Vice President] of the Borrower, hereby certifies   as follows: 1. [ ] is and at all times since [ ], 20[ ] has been the duly   elected and qualified [Secretary] [Assistant Secretary] of the Borrower and   the signature set forth on the signature line for such officer below is such   officer’s true and genuine signature; 2. Attached hereto as Schedule 1 is a   true and complete copy of a draft of [the Press Release or the Offer Press   Announcement], in the form in which it is proposed to be issued; and the   undersigned [Secretary] [Assistant Secretary] of the Borrower hereby   certifies as follows: 1. There are no liquidation or dissolution proceedings   pending or to my knowledge threatened against the Borrower, nor has the   Borrower instituted nor to its knowledge is there instituted against it any   proceeding relating to bankruptcy, examination, insolvency, fraudulent conveyance,   reorganization, moratorium and other similar laws relating to or affecting   creditors’ rights generally that would cause the Borrower to cease to exist;   2. The Borrower is a corporation duly incorporated, validly existing and in   good standing under the laws of Delaware; 3. (a) Attached hereto as Exhibit A   is a true and complete copy of resolutions duly adopted by the Board of   Directors of the Borrower on [ ], 2018; such resolutions have not in any way   been amended, modified, revoked or rescinded and have been in full force and   effect since their adoption to and including the date hereof and are now in   full force and effect and such resolutions are the only corporate proceedings   of the Borrower now in force relating to or affecting the matters referred to   therein; (b) Attached hereto as Exhibit B is a true and complete copy of the   By-laws of the Borrower as in effect on the date hereof; and (c) Attached   hereto as Exhibit C is a true and complete copy of the Certificate of   Incorporation of the Borrower as in effect on the date hereof; 4. Each of the   persons named in Exhibit D attached hereto are now duly elected and qualified   officers of the Borrower, holding the offices indicated next to their   008330-0413-28143808.6 


    




 










respective   names below, and such officers have held such offices with the Borrower at   all times since [ ], 2018 to and including the date hereof, and the   signatures appearing opposite their respective names below are the true and   genuine signatures of such officers, and each of such officers is duly   authorized to execute and deliver on behalf of the Borrower the Credit   Agreement and the other Loan Documents and any certificate or other document   to be delivered by the Borrower pursuant to the Credit Agreement or any such   Loan Document. Unless otherwise defined herein, capitalized terms which are   defined in the Credit Agreement and used herein are so used as so defined. IN   WITNESS WHEREOF, the undersigned have hereunto set our names as of the date   first written above. Name: Title: Name: Title: 008330-0413-28143808.6 2 


    




 










EXHIBIT C FORM   OF OPINION OF COUNSEL TO BORROWER 008330-0413-28143808.6 3 


    




 










EXHIBIT D FORM   OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment   and Assumption”) is dated as of the Effective Date set forth below and is   entered into between the Assignor named below (the “Assignor”) and the   Assignee named below (the “Assignee”). Capitalized terms used but not defined   herein shall have the meanings given to them in the Credit Agreement   identified below (as amended, the “Credit Agreement”), receipt of a copy of   which is hereby acknowledged by the Assignee. The Standard Terms and   Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated   herein by reference and made a part of this Assignment and Assumption as if   set forth herein in full. For an agreed consideration, the Assignor hereby   irrevocably sells and assigns to the Assignee, and the Assignee hereby   irrevocably purchases and assumes from the Assignor, subject to and in   accordance with the Standard Terms and Conditions and the Credit Agreement,   as of the Effective Date inserted by the Administrative Agent below (i) all   of the Assignor’s rights and obligations in its capacity as a Lender under   the Credit Agreement and any other documents or instruments delivered   pursuant thereto to the extent related to the amount and percentage interest   identified below of all of such outstanding rights and obligations of the   Assignor under the respective facilities identified below and (ii) to the   extent permitted to be assigned under applicable law, all claims, suits,   causes of action and any other right of the Assignor (in its capacity as a   Lender) against any Person, whether known or unknown, arising under or in   connection with the Credit Agreement, any other documents or instruments   delivered pursuant thereto or the loan transactions governed thereby or in   any way based on or related to any of the foregoing, including contract   claims, tort claims, malpractice claims, statutory claims and all other   claims at law or in equity related to the rights and obligations sold and   assigned pursuant to clause (i) above (the rights and obligations sold and   assigned pursuant to clauses (i) and (ii) above being referred to herein   collectively as the “Assigned Interest”). Such sale and assignment is without   recourse to the Assignor and, except as expressly provided in this Assignment   and Assumption, without representation or warranty by the Assignor. 1. Assignor:   2. Assignee: [and is a [Lender][an Affiliate of [identify Lender]] 3.   Borrower(s): 4. Administrative Agent: Barclays Bank PLC, as administrative   agent under the Credit Agreement 5. Credit Agreement: The Bridge Credit   Agreement dated as of November 20, 2018 (as amended, supplemented or   otherwise modified from time to time) among Boston Scientific Corporation,   the banks and financial institutions from time to time parties thereto,   Barclays Bank PLC, as Lead Arranger and Bookrunner, and Barclays Bank PLC, as   Administrative Agent 008330-0413-28143808.6 4 


    




 










6. Assigned   Interest: Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND   WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER   THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a   completed administrative questionnaire in which the Assignee designates one   or more credit contacts to whom all syndicate-level information (which may   contain material non-public information about the Borrower and its Affiliates   or their respective securities) will be made available and who may receive   such information in accordance with the Assignee’s compliance procedures and   applicable laws, including Federal and state securities laws. The terms set forth   in this Assignment and Assumption are hereby agreed to: ASSIGNOR NAME OF   ASSIGNOR By: Title: ASSIGNEE NAME OF ASSIGNEE By: Title: 1 Fill in the   appropriate terminology for the types of commitment under the Credit   Agreement that are being assigned under this Assignment and Assumption (e.g.,   “Tranche 1 Commitment” or “Tranche 2 Commitment”). 2 Set forth, to at least 9   decimals, as a percentage of the Commitments/Loans of all Lenders.   008330-0413-28143808.6 5 Commitments Facility Assigned1 Aggregate Amount of   Commitments/Loans for all Lenders Amount of Commitments/Loans Assigned   Percentage Assigned of Commitments/Loans2 $ $ % $ $ % $ $ % 


    




 










[Consented to   and]3 Accepted: BARCLAYS BANK PLC, as Administrative Agent By Title:   [Consented to: Boston Scientific Corporation By Title:]4 3 To be added only   if the consent of the Administrative Agent is required by the terms of the   Credit Agreement. 4 To be included unless and Event of Default has occurred   and is continuing. During the Certain Funds Period the Borrower’s consent is   required unless Certain Funds Default has occurred and is continuing.   008330-0413-28143808.6 6 


    




 










ANNEX 1 Bridge   Credit Agreement, dated as of November 20, 2018 (as amended, amended and   restated, supplemented or otherwise modified from time to time (the “Credit   Agreement”), among Boston Scientific Corporation (the “Borrower”), the   Lenders party thereto and Barclays Bank PLC, as Administrative Agent (in such   capacity, the “Administrative Agent”) STANDARD TERMS AND CONDITIONS FOR   ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties. 1.1Assignor. The   Assignor (a) represents and warrants that (i) it is the legal and beneficial   owner of the Assigned Interest, (ii) the Assigned Interest is free and clear   of any lien, encumbrance or other adverse claim and (iii) it has full power   and authority, and has taken all action necessary, to execute and deliver   this Assignment and Assumption and to consummate the transactions   contemplated hereby, (b) assumes no responsibility with respect to (i) any   statements, warranties or representations made in or in connection with the   Credit Agreement or any other Loan Document, (ii) the execution, legality,   validity, enforceability, genuineness, sufficiency or value of the Loan   Documents or any collateral thereunder, (iii) the financial condition of the   Borrower, any of its Subsidiaries or Affiliates or any other Person obligated   in respect of any Loan Document or (iv) the performance or observance by the   Borrower, any of its Subsidiaries or Affiliates or any other Person of any of   their respective obligations under any Loan Document and (c) attaches any   Notes held by it evidencing the Assigned Interest and requests that the   Administrative Agent, upon request by the Assignee, exchange the attached   Notes for a new Note or Notes payable to the Assignee. 1.2. Assignee. The   Assignee (a) represents and warrants that (i) it has full power and   authority, and has taken all action necessary, to execute and deliver this   Assignment and Assumption and to consummate the transactions contemplated   hereby and to become a Lender under the Credit Agreement, (ii) it satisfies   the requirements, if any, specified in the Credit Agreement that are required   to be satisfied by it in order to acquire the Assigned Interest and become a   Lender, (iii) from and after the Effective Date, it shall be bound by the   provisions of the Credit Agreement as a Lender thereunder and, to the extent   of the Assigned Interest, shall have the obligations of a Lender thereunder,   (iv) it has received a copy of the Credit Agreement, together with copies of   the most recent financial statements delivered pursuant to subsection 6.1 thereof,   and such other documents and information as it has deemed appropriate to make   its own credit analysis and decision to enter into this Assignment and   Assumption and to purchase the Assigned Interest on the basis of which it has   made such analysis and decision independently and without reliance on the   Administrative Agent or any other Lender and (v) if it is a Non-U.S. Lender,   attached to the Assignment and Assumption is any documentation required to be   delivered by it pursuant to the terms of the Credit Agreement, duly completed   and executed by the Assignee and (b) agrees that (i) it will, independently   and without reliance on the Administrative Agent, the Assignor or any other   Lender, and based on such documents and information as it shall deem appropriate   at the time, continue to make its own credit decisions in taking or not   taking action under the Loan Documents and (ii) it will perform in accordance   with their terms all of the obligations which by the terms of the Loan   Documents are required to be performed by it as a Lender. 2.Payments. From   and after the Effective Date, the Administrative Agent shall make all   payments in respect of the Assigned Interest (including payments of   principal, interest, fees and other 008330-0413-28143808.6 


    




 










amounts) to the   Assignor for amounts which have accrued to but excluding the Effective Date   and to the Assignee for amounts which have accrued from and after the   Effective Date. 3. General Provisions. This Assignment and Assumption shall   be binding upon, and inure to the benefit of, the parties hereto and their   respective successors and assigns. This Assignment and Assumption may be   executed in any number of counterparts, which together shall constitute one   instrument. Delivery of an executed counterpart of a signature page of this   Assignment and Assumption by email or telecopy shall be effective as delivery   of a manually executed counterpart of this Assignment and Assumption. This   Assignment and Assumption shall be governed by, and construed in accordance   with, the law of the State of New York. 008330-0413-28143808.6 


    




 










EXHIBIT E-1   [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Lenders That Are Not   Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made   to the Bridge Credit Agreement, dated as of November 20, 2018 (as amended,   amended and restated, supplemented or otherwise modified from time to time,   the “Credit Agreement”), among Boston Scientific Corporation, the banks and   financial institutions from time to time parties thereto, Barclays Bank PLC,   as Lead Arranger and Bookrunner, and Barclays Bank PLC, as Administrative   Agent. Pursuant to the provisions of subsection 3.10 of the Credit Agreement,   the undersigned hereby certifies that (i) it is the sole record and   beneficial owner of the Loan(s) (as well as any Note(s) evidencing such   Loan(s)) in respect of which it is providing this certificate, (ii) it is not   a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is   not a ten percent shareholder of the Borrower within the meaning of Section   881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation   related to the Borrower as described in Section 881(c)(3)(C) of the Code. The   undersigned has furnished the Administrative Agent and the Borrower with a   certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as   applicable. By executing this certificate, the undersigned agrees that (1) if   the information provided on this certificate changes, the undersigned shall   promptly so inform the Borrower and the Administrative Agent and (2) the   undersigned shall have at all times furnished the Borrower and the   Administrative Agent with a properly completed and currently effective   certificate in either the calendar year in which each payment is to be made   to the undersigned, or in either of the two calendar years preceding such   payments. Unless otherwise defined herein, terms defined in the Credit   Agreement and used herein shall have the meanings given to them in the Credit   Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ]   008330-0413-28143808.6 


    




 










EXHIBIT E-2   [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are Not   Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made   to the Bridge Credit Agreement, dated as of November 20, 2018 (as amended,   amended and restated, supplemented or otherwise modified from time to time,   the “Credit Agreement”), among Boston Scientific Corporation, the banks and   financial institutions from time to time parties thereto, Barclays Bank PLC,   as Lead Arranger and Bookrunner, and Barclays Bank PLC, as Administrative   Agent. Pursuant to the provisions of subsection 3.10 of the Credit Agreement,   the undersigned hereby certifies that (i) it is the sole record and   beneficial owner of the participation in respect of which it is providing   this certificate, (ii) it is not a bank within the meaning of Section   881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the   Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it   is not a controlled foreign corporation related to the Borrower as described   in Section 881(c)(3)(C) of the Code. The undersigned has furnished its   participating Lender (and, to the extent required by subsection 11.6 of the   Credit Agreement, the Borrower and the Administrative Agent) with a certificate   of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable.   By executing this certificate, the undersigned agrees that (1) if the   information provided on this certificate changes, the undersigned shall   promptly so inform such Lender (and, if required, the Borrower and the   Administrative Agent) in writing and (2) the undersigned shall have at all   times furnished such Lender (and, if required, the Borrower and the   Administrative Agent) with a properly completed and currently effective certificate   in either the calendar year in which each payment is to be made to the   undersigned, or in either of the two calendar years preceding such payments.   Unless otherwise defined herein, terms defined in the Credit Agreement and   used herein shall have the meanings given to them in the Credit Agreement.   [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] 008330-0413-28143808.6 


    




 










EXHIBIT E-3   [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are   Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made   to the Bridge Credit Agreement, dated as of November 20, 2018 (as amended,   amended and restated, supplemented or otherwise modified from time to time,   the “Credit Agreement”), among Boston Scientific Corporation, the banks and   financial institutions from time to time parties thereto, Barclays Bank PLC,   as Lead Arranger and Bookrunner, and Barclays Bank PLC, as Administrative   Agent. Pursuant to the provisions of subsection 3.10 of the Credit Agreement,   the undersigned hereby certifies that (i) it is the sole record owner of the   participation in respect of which it is providing this certificate, (ii) its   direct or indirect partners/members are the sole beneficial owners of such   participation, (iii) with respect such participation, neither the undersigned   nor any of its direct or indirect partners/members is a bank extending credit   pursuant to a loan agreement entered into in the ordinary course of its trade   or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none   of its direct or indirect partners/members is a ten percent shareholder of   the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v)   none of its direct or indirect partners/members is a controlled foreign   corporation related to the Borrower as described in Section 881(c)(3)(C) of   the Code. The undersigned has furnished its participating Lender (and, to the   extent required by subsection 11.6 of the Credit Agreement, the Borrower and   the Administrative Agent) with IRS Form W-8IMY accompanied by one of the   following forms from each of its partners/members that is claiming the   portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as   applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or   W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial   owners that is claiming the portfolio interest exemption. By executing this   certificate, the undersigned agrees that (1) if the information provided on   this certificate changes, the undersigned shall promptly so inform such   Lender (and, if required, the Borrower and the Administrative Agent) and (2)   the undersigned shall have at all times furnished such Lender (and, if   required, the Borrower and the Administrative Agent) with a properly completed   and currently effective certificate in either the calendar year in which each   payment is to be made to the undersigned, or in either of the two calendar   years preceding such payments. Unless otherwise defined herein, terms defined   in the Credit Agreement and used herein shall have the meanings given to them   in the Credit Agreement. 008330-0413-28143808.6 


    




 










[NAME OF   PARTICIPANT] By: Name: Title: Date: , 20[ ] 008330-0413-28143808.6 


    




 










EXHIBIT E-4   [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Lenders That Are Partnerships   For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge   Credit Agreement, dated as of November 20, 2018 (as amended, amended and   restated, supplemented or otherwise modified from time to time, the “Credit   Agreement”), among Boston Scientific Corporation, the banks and financial   institutions from time to time parties thereto, Barclays Bank PLC, as Lead   Arranger and Bookrunner, and Barclays Bank PLC, as Administrative Agent. Pursuant   to the provisions of subsection 3.10 of the Credit Agreement, the undersigned   hereby certifies that (i) it is the sole record owner of the Loan(s) (as well   as any Note(s) evidencing such Loan(s)) in respect of which it is providing   this certificate, (ii) its direct or indirect partners/members are the sole   beneficial owners of such Loan(s) (as well as any Note(s) evidencing such   Loan(s)), (iii) with respect to the extension of credit pursuant to this   Credit Agreement, neither the undersigned nor any of its direct or indirect   partners/members is a bank extending credit pursuant to a loan agreement   entered into in the ordinary course of its trade or business within the   meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or   indirect partners/members is a ten percent shareholder of the Borrower within   the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or   indirect partners/members is a controlled foreign corporation related to the   Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned   has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY   accompanied by one of the following forms from each of its partners/members   that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or   W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form   W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s   beneficial owners that is claiming the portfolio interest exemption. By   executing this certificate, the undersigned agrees that (1) if the   information provided on this certificate changes, the undersigned shall   promptly so inform the Borrower and the Administrative Agent and (2) the   undersigned shall have at all times furnished the Borrower and the Administrative   Agent with a properly completed and currently effective certificate in either   the calendar year in which each payment is to be made to the undersigned, or   in either of the two calendar years preceding such payments. Unless otherwise   defined herein, terms defined in the Credit Agreement and used herein shall   have the meanings given to them in the Credit Agreement.   008330-0413-28143808.6 


    




 










[NAME OF   LENDER] By: Name: Title: Date: , 20[ ] 008330-0413-28143808.6 


    




 










EXHIBIT F   [Reserved] 008330-0413-28143808.6 


    




 










Exhibit G FORM   OF PREPAYMENT NOTICE Date: [•], 20[•] To: Barclays Bank PLC, as   the Administrative Agent Attn: [ ] Telephone: [ Email: [ ] ]@barclays.com   Ladies and Gentlemen: Reference is made to the Bridge Credit Agreement, dated   as of November 20, 2018 (as amended, restated, amended and restated,   supplemented or otherwise modified from time to time, the “Credit   Agreement”), among Boston Scientific Corporation, a Delaware corporation (the   “Borrower”), the banks and financial institutions from time to time parties   thereto, Barclays Bank PLC, as Lead Arranger and Bookrunner, and Barclays   Bank PLC, as Administrative Agent. Terms used but not defined herein have the   respective meanings given to such terms in the Credit Agreement. The   undersigned hereby notifies you, pursuant to subsection 3.1 of the Credit   Agreement, of the prepayment specified below: 1. On [(a Business Day)]. 2. In   the amount of [$][£] . 3. Comprised of . [Type and Class of Loan to be   prepaid]1 Borrowing(s) to be prepaid: .]2 [4. [Signature Page Follows] 1   Specify Eurodollar Loan or ABR Loan and Tranche 1 Commitment or Tranche 2   Commitment, respectively. 2 To be included in the case of Eurodollar Loans.   008330-0413-28143808.6 


    




 










Boston   Scientific Corporation, as the Borrower, By: Name: Title:   008330-0413-28143808.6