ex102amendmentno3






Execution Version  AMENDMENT NO. 3  AMENDMENT NO. 3, dated as of May 26, 2021 (this “Amendment”), to the Term  Loan Agreement, dated as of May 2, 2017 (as amended by that certain Amendment No. 1, dated as of  September 28, 2018, that certain Amendment No. 2, dated as of April 22, 2020, and as the same may be  further amended, restated, amended and restated, supplemented or otherwise modified from time to time,  the “Term Loan Agreement”), among FMC Corporation, a Delaware corporation (the “Company”),  certain of the Company’s subsidiaries from time to time party thereto as borrowers (together with the  Company, the “Borrowers”), Citibank, N.A., as Administrative Agent (as such term is defined in the  Term Loan Agreement), each lender from time to time party thereto (collectively, the “Lenders” and  individually, a “Lender”) and the other parties thereto.   WHEREAS, the Company has requested certain changes to the Term Loan Agreement as  described herein (the “Proposed Amendments”);  WHEREAS, Section 9.01 of the Term Loan Agreement provides that the Company and  the Required Lenders may amend the Loan Documents;  WHEREAS, the Lenders party hereto have agreed to approve the Proposed Amendments;  and  WHEREAS, in order to effect the foregoing, the Company and the other parties hereto  desire to amend the Term Loan Agreement, subject to the terms and conditions set forth herein.  NOW, THEREFORE, in consideration of the premises contained herein and for other  good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the  parties hereto, intending to be legally bound hereby, agree as follows:  ARTICLE I  Amendment  SECTION 1.01.  Defined Terms.  Capitalized terms used herein (including in the recitals  hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan  Agreement.  The rules of construction specified in Section 1.04 of the Term Loan Agreement also apply  to this Amendment.  SECTION 1.02.  Amendment of Term Loan Agreement.  Effective as of the Third  Amendment Effective Date (as defined below):  (a) Section 1.01 of the Term Loan Agreement is hereby amended by amending and restating the following defined term in its entirety as follows:  “Bail-In Action” means the exercise of any Write-Down and Conversion Powers  by the applicable Resolution Authority in respect of any liability of an Affected Financial  Institution.  “Bail-In Legislation” means, (a) with respect to any EEA Member Country  implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the  Council of the European Union, the implementing law, regulation, rule or requirement for  such EEA Member Country from time to time which is described in the EU Bail-In  Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United  Exhibit 10.2 





 






 2    Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or  rule applicable in the United Kingdom relating to the resolution of unsound or failing banks,  investment firms or other financial institutions or their affiliate (other than through  liquidation, administration or other insolvency proceedings).  “EEA Financial Institution” means (a) any credit institution or investment firm  established in any EEA Member Country (or, to the extent that the United Kingdom is  not an EEA Member Country, the United Kingdom), which is subject to the supervision  of a Resolution Authority, (b) any entity established in an EEA Member Country (or, to  the extent that the United Kingdom is not an EEA Member Country, the United  Kingdom), which is a parent of an institution described in clause (a) of this definition, or  (c) any financial institution established in an EEA Member Country (or, to the extent that  the United Kingdom is not an EEA Member Country, the United Kingdom), 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.  “Leverage Ratio” means, with respect to the U.S. Borrower and its Subsidiaries  on a Consolidated basis as of any date, the ratio of (a) Financial Covenant Debt as of such  date minus the aggregate amount of unrestricted cash and cash equivalents (as each such  term is defined in accordance with GAAP) of the U.S. Borrower and its Subsidiaries as of  such date in excess of $150,000,000 (it being understood and agreed that any proceeds of  any issuance by the U.S. Borrower and its Subsidiaries of unsecured debt securities, other  debt securities or borrowing of term loans, in each case, in connection with financing an  acquisition, investment, refinancing or other transaction (to the extent such proceeds are  held or placed into escrow prior to being applied to consummate such transaction) shall  be deemed to be unrestricted for purposes of this definition) to (b) EBITDA for the last  four Fiscal Quarters ending on or before such date.  “Obligations” means (a) principal of and interest on the Loans made by each  Lender to, and the Notes held by each Lender of, each Borrower, (b) all other amounts  from time to time owing to the Lenders or the Administrative Agent by any Borrower  under this Agreement pursuant hereto, to its Euro Borrower Designation, and under the  Notes and (c) any Erroneous Payment Subrogation Rights, in each case strictly in  accordance with the terms hereof.  “Write-Down and Conversion Powers” means (a) with respect to any EEA  Resolution Authority, the write-down and conversion powers of such EEA Resolution  Authority from time to time under the Bail-In Legislation for the applicable EEA Member  Country, which write-down and conversion powers are described in the EU Bail-In  Legislation Schedule and (b) with respect to the United Kingdom, any powers of the  applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or  change the form of a liability of any UK Financial Institution or any contract or instrument  under which that liability arises, to convert all or part of that liability into shares, securities or  obligations of that person or any other person, to provide that any such contract or instrument  is to have effect as if a right had been exercised under it or to suspend any obligation in  respect of that liability or any of the powers under that Bail-In Legislation that are related to  or ancillary to any of those powers.  (b) Section 1.01 of the Term Loan Agreement is hereby amended to add the  following new defined terms in their correct alphabetical order:  





 






 3    “Affected Financial Institution” means (a) any EEA Financial Institution or (b)  any UK Financial Institution.  “Erroneous Payment” has the meaning specified in Section 8.08(a).  “Erroneous Payment Deficiency Assignment” has the meaning specified in  Section 8.08(d).  “Erroneous Payment Impacted Loan” has the meaning specified in Section  8.08(d).  “Erroneous Payment Return Deficiency” has the meaning specified in Section  8.08(d).  “Erroneous Payment Subrogation Rights” has the meaning specified in Section  8.08(d).  “Payment Recipient” has the meaning specified in Section 8.08(a).  “Resolution Authority” means an EEA Resolution Authority or, with respect to  any UK Financial Institution, a UK Resolution Authority.  “UK Financial Institution” means any BRRD Undertaking (as such term is  defined under the PRA Rulebook (as amended from time to time) promulgated by the  United Kingdom Prudential Regulation Authority) or any person falling within IFPRU  11.6 of the FCA Handbook (as amended from time to time) promulgated by the United  Kingdom Financial Conduct Authority, which includes certain credit institutions and  investment firms, and certain affiliates of such credit institutions or investment firms.   “UK Resolution Authority” means the Bank of England or any other public  administrative authority having responsibility for the resolution of any UK Financial  Institution.  (c) Section 2.17 of the Term Loan Agreement is hereby amended and restated in its  entirety as follows:  SECTION 2.17.  Acknowledgement and Consent to Bail-In of Affected Financial  Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other  agreement, arrangement or understanding of the parties hereto, each such party acknowledges that  any liability of any Affected 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 the  applicable 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 the  applicable Resolution Authority to any such liabilities arising hereunder which may be payable to  it by any party hereto that is an Affected Financial Institution; and  (b) the effects of any Bail-in Action on any such liability, including, if  applicable:  





 






 4    (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 Affected Financial Institution, its parent entity, 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 the applicable Resolution  Authority.  (c) Section 6.01of the Term Loan Agreement is hereby amended and restated in its  entirety as follows:  (a) Maximum Leverage Ratio.  The U.S. Borrower shall maintain as of the last  day of each Fiscal Quarter a Leverage Ratio of not more than the applicable level set forth below  adjacent to such Fiscal Quarter ending on such day:  Fiscal Quarter Ending Maximum Leverage Ratio  June 30, 2021 3.75:1.00  September 30, 2021 3.75:1.00  December 31, 2021 and thereafter 3.50:1.00    (b) Minimum Interest Coverage Ratio.  The U.S. Borrower shall maintain an  Interest Coverage Ratio, as determined as of the last day of each Fiscal Quarter, for the four  consecutive Fiscal Quarters ending on such day, of not less than 3.50 to 1.00.  (d) Section 6.04 of the Term Loan Agreement is hereby amended to delete clause (j)  in its entirety.  (e) Section 7.01(d) of the Term Loan Agreement is hereby amended by replacing  “$50,000,000” therein with “$100,000,000”.  (f) Section 7.01(f) of the Term Loan Agreement is hereby amended by replacing  “$50,000,000” therein with “$100,000,000”.  (g) Article VIII of the Term Loan Agreement is hereby amended to add the  following new Section 8.08:  (h) Section 9.04(b) of the Term Loan Agreement is hereby amended to amend and  restate the second and third sentences thereof as follows:  “Each Borrower also agrees not to assert any claim against the Administrative Agent, any  Lender, any of their Affiliates, or any of their respective directors, officers, employees,  attorneys and agents, on any theory of liability, for consequential, indirect, special or  punitive damages arising out of or otherwise relating to any of the Loan Documents or  





 






 5    any of the transactions contemplated hereby or thereby or the actual or proposed use of  the proceeds of the Loans.  Each of the Lenders and the Administrative Agent agrees not  to assert any claim against the U.S. Borrower, its Affiliates or any of their directors,  officers, employees, attorneys and agents, on any theory of liability, for consequential,  indirect, special or punitive damages arising out of or otherwise relating to any of the  Loan Documents or any of the transactions contemplated hereby or thereby or the actual  or proposed use of the proceeds of the Loans; provided, that such waiver of  consequential, indirect, special or punitive damages shall not limit the indemnification  obligations of the Borrowers under this Section 9.04(b).”  SECTION 8.08.  Incorrect Payment.  (a) If the Administrative Agent notifies a Lender or any Person who has  received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”)  that the Administrative Agent has determined in its sole discretion (whether or not after receipt of  any notice under immediately succeeding clause (b)) that any funds received by such Payment  Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to,  or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not  known to such Lender or other Payment Recipient on its behalf) (any such funds, whether  received as a payment, prepayment or repayment of principal, interest, fees, distribution or  otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of  such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain  the property of the Administrative Agent and shall be segregated by the Payment Recipient and  held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to  any Payment Recipient who received such funds on its behalf, shall cause such Payment  Recipient to) promptly, but in no event later than two Business Days thereafter, return to the  Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which  such a demand was made, in same day funds (in the currency so received), together with interest  thereon in respect of each day from and including the date such Erroneous Payment (or portion  thereof) was received by such Payment Recipient to the date such amount is repaid to the  Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate  determined by the Administrative Agent in accordance with banking industry rules on interbank  compensation from time to time in effect. A notice of the Administrative Agent to any Payment  Recipient under this clause (a) shall be conclusive, absent manifest error.  (b) Without limiting immediately preceding clause (a), each Lender, or any  Person who has received funds on behalf of a Lender, hereby further agrees that if it receives a  payment, prepayment or repayment (whether received as a payment, prepayment or repayment of  principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its  Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a  notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its  Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or  accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent  (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes  aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:  (i) (A) in the case of immediately preceding clauses (x) or (y), an  error shall be presumed to have been made (absent written confirmation from the  Administrative Agent to the contrary) or (B) an error has been made (in the case of  immediately preceding clause (z)), in each case, with respect to such payment,  prepayment or repayment; and  





 






 6    (ii) such Lender shall (and shall cause any other recipient that  receives funds on its respective behalf to) promptly (and, in all events, within one  Business Day of its knowledge of such error) notify the Administrative Agent of its  receipt of such payment, prepayment or repayment, the details thereof (in reasonable  detail) and that it is so notifying the Administrative Agent pursuant to this Section  8.08(b).  (c) Each Lender hereby authorizes the Administrative Agent to set off, net  and apply any and all amounts at any time owing to such Lender under any Loan Document, or  otherwise payable or distributable by the Administrative Agent to such Lender from any source,  against any amount due to the Administrative Agent under immediately preceding clause (a) or  under the indemnification provisions of this Agreement.  (d) In the event that an Erroneous Payment (or portion thereof) is not  recovered by the Administrative Agent for any reason, after demand therefor by the  Administrative Agent in accordance with immediately preceding clause (a), from any Lender that  has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient  who received such Erroneous Payment (or portion thereof) on its respective behalf) (such  unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative  Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its  Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the  “Erroneous Payment Impacted Loan”) in an amount equal to the Erroneous Payment Return  Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of  the Loans (but not Commitments) of the Erroneous Payment Impacted Loan, the “Erroneous  Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the  assignment fee to be waived by the Administrative Agent in such instance), and is hereby  (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance (or,  to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference  pursuant to a Platform as to which the Administrative Agent and such parties are participants)  with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver  any Notes evidencing such Loans to the U.S. Borrower or the Administrative Agent, (ii) the  Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment  Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the  assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment  Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with  respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of  doubt, its obligations under the indemnification provisions of this Agreement and its applicable  Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent  may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment  Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired  pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of  such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be  reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative  Agent shall retain all other rights, remedies and claims against such Lender (and/or against any  recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous  Payment Deficiency Assignment will reduce the Commitments of any Lender and such  Commitments shall remain available in accordance with the terms of this Agreement.  In addition,  each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan  (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and  irrespective of whether the Administrative Agent may be equitably subrogated, the  Administrative Agent shall be contractually subrogated to all the rights and interests of the  





 






 7    applicable Lender under the Loan Documents with respect to each Erroneous Payment Return  Deficiency (the “Erroneous Payment Subrogation Rights”).  (e) The parties hereto agree that an Erroneous Payment shall not pay,  prepay, repay, discharge or otherwise satisfy any Obligations owed by any Borrower, except, in  each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such  Erroneous Payment that is, comprised of funds received by the Administrative Agent from any  Borrower for the purpose of making such Erroneous Payment.   (f) To the extent permitted by applicable law, no Payment Recipient shall  assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive,  any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,  claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment  received, including without limitation waiver of any defense based on “discharge for value” or  any similar doctrine.  (g) Each party’s obligations, agreements and waivers under this Section 8.08  shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or  obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the  repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan  Document.  SECTION 1.03.  Effectiveness.  Section 1.02 of this Amendment shall become effective  as of the first date (the “Third Amendment Effective Date”) on which the Administrative Agent (or its  counsel) has received counterparts of this Amendment executed by (a) the Company and (b) the Required  Lenders.   The Administrative Agent shall notify the Company and the Lenders of the Third Amendment  Effective Date and such notice shall be conclusive and binding.  ARTICLE II    Miscellaneous  SECTION 2.01.  Representations and Warranties.  (a)  To induce the other parties hereto  to enter into this Amendment, the Company represents and warrants to each of the Lenders and the  Administrative Agent that, as of the Third Amendment Effective Date and after giving effect to the  transactions and amendments to occur on the Third Amendment Effective Date, this Amendment has  been duly authorized, executed and delivered by the Company and constitutes, and the Term Loan  Agreement, as amended hereby on the Third Amendment Effective Date, will constitute, legal, valid and  binding obligations of the Borrowers, enforceable against each of the Borrowers in accordance with their  terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium,  reorganization or other similar laws affecting creditors’ rights generally and by general principles of  equity and the implied covenant of good faith and fair dealing.  (b) Each of the representations and warranties made by each party to each Loan  Document in or pursuant to this Amendment or any other Loan Document, or contained in any certificate  or financial statement (other than estimates and projections which are (x) identified as such and (y)  contained in any financial statement) furnished at any time under or in connection with this Amendment  or any other Loan Document shall be true and correct in all material respects (except any representations  and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as  





 






 8    of the Third Amendment Effective Date as if made on and as of such date (except to the extent that such  representations and warranties relate to a particular date, in which case such representations and  warranties shall be true and correct in all material respects on and as of such date), both before and after  giving effect to the this Amendment.  (c) After giving effect to this Amendment and the transactions contemplated hereby  on the relevant date, no Default or Event of Default has occurred and is continuing on the Third  Amendment Effective Date.  SECTION 2.02.  Effect of Amendment.  (a)  Except as expressly set forth herein, this  Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect  the rights and remedies of, the Administrative Agent, the Lenders, any other Agent and any of their  respective Affiliates under the Term Loan Agreement or any other Loan Document, and shall not alter,  modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements  contained in the Term Loan Agreement or any other Loan Document, all of which are ratified and  affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to  establish a precedent for purposes of interpreting the provisions of the Term Loan Agreement or entitle  any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms,  conditions, obligations, covenants or agreements contained in the Term Loan Agreement or any other  Loan Document in similar or different circumstances.  This Amendment shall apply to and be effective  only with respect to the provisions of the Term Loan Agreement and the other Loan Documents  specifically referred to herein.  (b) On and after the Third Amendment Effective Date, each reference in the Term  Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each  reference to the Term Loan Agreement, “thereunder”, “thereof”, “therein” or words of like import in any  other Loan Document, shall be deemed a reference to the Term Loan Agreement, as amended hereby.   This Amendment shall constitute a “Loan Document” for all purposes of the Term Loan Agreement and  the other Loan Documents.  SECTION 2.03.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED  BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW  YORK.  The other provisions of Article IX of the Term Loan Agreement shall apply to this Amendment  to the same extent as if fully set forth herein.  SECTION 2.04.  Headings.  The headings of this Amendment are for purposes of  reference only and shall not limit or otherwise affect the meaning hereof.  SECTION 2.05. Counterparts; Electronic Signatures.  This Amendment may be executed  in any number of counterparts and by different parties hereto in separate counterparts, each of which  when so executed shall be deemed to be an original and all of which taken together shall constitute one  and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by  facsimile, electronic mail (including in pdf format) or any electronic signature complying with the Federal  Electronic Signatures in Global and National Commerce Act or the New York Electronic Signatures and  Records Act or any other similar state laws based on the Uniform Electronic Transactions Act shall be as  effective as delivery of a manually executed counterpart of this Amendment.  [SIGNATURE PAGES FOLLOW] 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be  duly executed and delivered by their officers as of the date first above written.  The U.S. Borrower    FMC CORPORATION      By: /s/ Brian J. Blair   Name: Brian J. Blair   Title:  Vice President and Treasurer      The Euro Borrowers    FMC FINANCE B.V.      By: /s/ Brian J. Blair   Name: Brian J. Blair  Title:  Authorised Signatory    FMC CHEMICALS NETHERLANDS B.V.      By: /s/ Brian J. Blair   Name: Brian J. Blair  Title:  Authorised Signatory    FMC LUXEMBOURG HOLDINGS S.À R.L.      By: /s/ Brian J. Blair   Name: Brian J. Blair  Title:  Authorised Signatory      FMC LUXEMBOURG S.À R.L.      By: /s/ Brian J. Blair   Name: Brian J. Blair  Title:   Authorised Signatory               





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612        CITIBANK, N.A.,   as Administrative Agent and Lender        By: /s/ Michael Vondriska   Name: Michael Vondriska  Title:   Vice President         





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  Bank of America, N.A., as a Lender        By: /s/ Shaf Hasan   Name: Shaf Hasan  Title:     Director 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  BNP PARIBAS, as a Lender        By: /s/ Michael R. Hoffman   Name: Michael R. Hoffman  Title:     Director      By: /s/ Emma Petersen   Name: Emma Petersen  Title:     Director  





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  CoBank, ACB, as a Lender        By: /s/ Chuck Castles   Name: Chuck Castles  Title:    Vice President  





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  JPMorgan Chase Bank, N.A., as a Lender        By: /s/ Peter S. Predun   Name: Peter S. Predun   Title:  Executive  Director  





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  Sumitomo Mitsui Banking Corporation, as a  Lender        By: /s/ Jun Ashley   Name: Jun Ashley  Title:     Director 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  TD Bank, N.A., as a Lender        By: /s/ Steve Levi   Name: Steve Levi  Title:     Senior Vice President 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  Santander Bank, N.A., as a Lender        By: /s/ Andres Barbosa   Name: Andres Barbosa  Title:     Managing Director          By: /s/ Zara Kamal   Name: Zara Kamal  Title:    Vice President    





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  TRUIST BANK, as a Lender        By: /s/ Katherine Bass   Name: Katherine Bass  Title:     Director 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  U.S. Bank National Association, as a Lender        By: /s/ Paul E. Rouse   Name: Paul E. Rouse  Title:    Vice President 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  BANK OF CHINA, NEW YORK BRANCH, as  a Lender        By: /s/ Raymond Qiao   Name: Raymond Qiao  Title:    Executive Vice President 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  Citizens Bank, N.A. (as successor by merger to  Citizens Bank Pennsylvania), as a Lender        By: /s/ William J. O’Meara   Name: William J. O’Meara  Title:     Senior Vice President   





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  COÖPERATIEVE RABOBANK U.A., NEW  YORK BRANCH, as a Lender        By: /s/ Jeff Bliss   Name: Jeff Bliss  Title:     Executive Director        By: /s/ Kevin Chambers   Name: Kevin Chambers  Title:    Vice President    





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  Mizuho Bank, Ltd., as a Lender        By: /s/ Donna DeMagistris   Name: Donna DeMagistris  Title:    Authorized Signatory 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  PNC Bank, NA, as a Lender        By: /s/ Michael P. Dungan   Name: Michael P. Dungan  Title:    Senior Vice President 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  Wells Fargo Bank, N.A., as a Lender        By: /s/ Daniel K. Kinasz   Name: Daniel K. Kinasz  Title:     Vice President 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  Compeer Financial, PCA, as a Lender        By: /s/ Daniel J. Best   Name: Daniel J. Best  Title:    Director, Capital Markets 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  THE BANK OF NEW YORK MELLON, as a  Lender        By: /s/ John T. Smathers   Name: John T. Smathers  Title:     Director 





 






  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO   TERM LOAN AGREEMENT]    WEIL:\97944864\7\35899.0612  AGRICULTURAL BANK OF CHINA, LTD.,  NEW YORK BRANCH, as a Lender        By: /s/ Nelson Chou   Name: Nelson Chou  Title:    SVP & Head of Corporate Banking