Exhibit 10.1


 


Execution Version


 


FIRST
AMENDMENT AGREEMENT dated as of March 30, 2021 (this “First Amendment”), to the Credit Agreement, dated
as of April 4, 2019 (as further amended, supplemented, restated or otherwise modified prior to the date hereof, the “Existing
Credit Agreement”; and as amended hereby, the “Credit Agreement”), among NEWMONT CORPORATION, a Delaware
corporation (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and CITIBANK,
N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


A. Pursuant to the Existing
Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower, in each case pursuant to the terms and
subject to the conditions set forth therein.


 


B. The Borrower has requested
that certain provisions of the Existing Credit Agreement be amended as set forth herein and the Lenders are willing to agree to such
amendments on the terms set forth herein.


 


C.
In order to effectuate the foregoing, the parties hereto desire to enter into this First Amendment to amend the Existing Credit
Agreement on the terms and subject to the conditions set forth herein.


 


D. Capitalized terms used but
not defined herein shall have the meanings assigned to them in the Credit Agreement.


 


Accordingly, in consideration
of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1.  
Amendments to Existing Credit Agreement.


 


(a)  The Existing Credit
Agreement is hereby amended with the stricken text deleted (indicated textually in the same manner as the following example: stricken
text) and with the double-underlined text added (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.


 


(b)  Schedule 2.01, 2.06,
3.06, 3.11, 3.13 and 6.02 are hereby amended by amending and restating such schedules as set forth on Annex A hereto.


 


(c)  A new Exhibit F
shall be appended to the Existing Credit Agreement in the form set forth as Annex B hereto.


 






     


     


    

 


SECTION 2.  
Effectiveness. This First Amendment shall become effective as of the first date on which each of the following conditions is satisfied
(such effective date, the “First Amendment Effective Date”):


 


(d)  the Administrative
Agent shall have received counterparts of this First Amendment that, when taken together, bear the signatures of the Borrower and each
Lender;


 


(e) 
the Administrative Agent, on behalf of each Arranger and Lender, as applicable, shall have received all accrued and unpaid interest
and fees required to be paid, and all expenses for which invoices have been presented at least 3 Business Days prior to the First Amendment
Effective Date (but limited to, in the case of legal fees and expenses, the reasonable and documented fees and expenses of one outside
legal counsel to the Arrangers), no later than the First Amendment Effective Date;


 


(f) 
the Administrative Agent shall have received (i) a certificate of each Loan Party, dated on or before the First Amendment
Effective Date, in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, including the
certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization
of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization; and


 


(g) 
the Administrative Agent shall have received a certificate dated the First Amendment Effective Date and signed by an authorized officer
of the Borrower certifying that (i) no Default or Event of Default shall have occurred and be continuing on the First Amendment
Effective Date, (ii) on the First Amendment Effective Date, the representations and warranties of the Borrower set forth in the
Credit Agreement shall be true and correct, in the case of representations and warranties qualified as to materiality, in all respects
and, otherwise, in all material respects, on and as of such date, except in the case of any such representation and warranty that specifically
relates to an earlier date, in which case such representation and warranty shall be so true and correct, in the case of representations
and warranties qualified as to materiality, in all respects and, otherwise, in all material respects on and as of such earlier date.


 


SECTION 3. Effect of
this First Amendment. Except as expressly set forth herein and in the Credit Agreement, this First Amendment shall not by implication
or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative
Agent under the Existing Credit 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 Existing Credit 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 entitle
any Loan Party 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 Existing Credit Agreement or any other Loan Document in similar or different circumstances. After the
First Amendment Effective Date, the Credit Agreement amends and restates, in its entirety, the Existing Credit Agreement, and any reference
to the Existing Credit Agreement in the Loan Documents shall mean the Credit Agreement. This First Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement and the other Loan Documents.


 






     


     


    

 


SECTION 4. Counterparts.
This First Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of
a signature page of this First Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”)
shall be as effective as delivery of a manually signed counterpart of this First Amendment. Any electronic signature of any Credit Party
to this First Amendment is valid, enforceable and binding, and any electronic signature by any Credit Party shall be deemed to be an
original signature hereto. Delivery of an executed counterpart of a signature page of this Agreement, and/or any document, amendment,
approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement and/or
the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an electronic sound, symbol,
or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate
or accept such contract or record (an “Electronic Signature”) transmitted by telecopy, emailed pdf or any other electronic
means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart
of this First Amendment or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to this First Amendment and/or any Ancillary Document shall be deemed
to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed
pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same
legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be.


 


SECTION 5. Governing
Law; Waiver of Jury Trial; Service of Process; Judgment Currency. THE PROVISIONS OF SECTION 9.09 (GOVERNING LAW; JURISDICTION;
CONSENT TO SERVICE OF PROCESS) AND SECTION 9.10 (WAIVER OF JURY TRIAL) OF THE CREDIT AGREEMENT SHALL APPLY TO THIS FIRST AMENDMENT,
mutatis mutandis.


 


SECTION 6. Headings.
The headings of this First Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this First Amendment to be duly executed by their duly authorized officers, all as of the date and year first above
written.


 


	 	newmont
    corporation
	 	 
	 	by
	 	 	/s/
    Joshua P. Hallenbeck
	 	 	Name:
    Joshua P. Hallenbeck
	 	 	Title:
    Vice President, Finance and Treasurer


 


[Signature Page to First
Amendment]


 






     


     


    

 


	 	CITIBANK,
    N.A., as a Lender, an Issuing Bank, Sustainability Agent and as Administrative Agent,
	 	 
	 	by
	 	 	/s/
    Michael Vondriska
	 	 	Name:
    Michael Vondriska
	 	 	Title:   Vice
    President


 


[Signature Page to First
Amendment]


 






     


     


    

 


	 	Banco Santander,
    S.A., New York Branch, as a Lender
	 	 
	 	by
	 	 	/s/
    Pablo Urgoiti
	 	 	Name:
    Pablo Urgoiti
	 	 	Title:   Managing
    Director
	 	 	 
	 	 	 
	 	by
	 	 	/s/
    Andres Barbosa
	 	 	Name:
    Andres Barbosa
	 	 	Title:   Managing
    Director


 


[Signature Page to First
Amendment]


 






     


     


    

 


	 	JPMORGAN
    CHASE BANK, N.A., as a Lender and an Issuing Bank
	 	 
	 	by
	 	 	/s/
    Peter S. Predun
	 	 	Name:
    Peter S. Predun
	 	 	Title:   Executive
    Director


 


[Signature Page to First
Amendment]


 






     


     


    

 


	 	Bank of America,
    N.A., as a Lender
	 	 
	 	by
	 	 	/s/
    Marc Ahlers
	 	 	Name:
    Marc Ahlers
	 	 	Title:   Director


 


[Signature Page to First
Amendment]


 






     


     


    

 


	 	ROYAL BANK
    OF CANADA, as a Lender
	 	 
	 	by
	 	 	/s/
    Stam Fountoulakis
	 	 	Name:
    Stam Fountoulakis 
	 	 	Title:   Authorized
    Signatory


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	MUFG Bank, Ltd.,
    as a Lender
	 	 
	 	by
	 	 	/s/
    Jorge Georgalos
	 	 	Name:
    Jorge Georgalos 
	 	 	Title:   Director


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	BANK OF MONTREAL,
    CHICAGO BRANCH, as a Lender and an Issuing Bank
	 	 
	 	by
	 	 	/s/
    Josh Homermale
	 	 	Name:
    Josh Homermale 
	 	 	Title:   Director


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	National
    Bank of Canada, as a Lender 
	 	 
	 	by
	 	 	/s/
    Allan Fordyce
	 	 	Name:
    Allan Fordyce 
	 	 	Title:   Managing
    Director


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	BNP PARIBAS,
    as a Lender
	 	 
	 	by
	 	 	/s/
    Ade Adedeji
	 	 	Name:
    Ade Adedeji
	 	 	Title:   Director
	 	 	 
	 	 	 
	 	by
	 	 	/s/
    Christopher Sked
	 	 	Name:
    Christopher Sked
	 	 	Title:   Managing
    Director


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	PNC BANK,
    NATIONAL ASSOCIATION, as a Lender
	 	 
	 	by
	 	 	/s/
    Karl Thomasma
	 	 	Name:
    Karl Thomasma 
	 	 	Title:   Senior
    Vice President


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	The Bank
    of Nova Scotia, as a Lender and an Issuing Bank
	 	 
	 	by
	 	 	/s/
    Ian Stephenson
	 	 	Name:
    Ian Stephenson
	 	 	Title:   Managing
    Director
	 	 	 
	 	 	 
	 	By
	 	 	/s/
    Rannon Stuive
	 	 	Name:
    Rannon Stuive
	 	 	Title:   Associate
    Director


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	CREDIT SUISSE
    AG, NEW YORK BRANCH, as a Lender and an Issuing Bank
	 	 
	 	by
	 	 	/s/
    Vipul Dhadda
	 	 	Name:
    Vipul Dhadda
	 	 	Title:   Authorized
    Signatory
	 	 	 
	 	 	 
	 	By
	 	 	/s/
    Brady Bingham
	 	 	Name:
    Brady Bingham
	 	 	Title:   Associate
    Director


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	THE TORONTO-DOMINION
    BANK,

    NEW YORK BRANCH, as a Lender and

    an Issuing Bank
	 	 
	 	by
	 	 	/s/Michael
    Borowiecki
	 	 	Name:
    Michael Borowiecki 
	 	 	Title:   Authorized
    Signatory


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	GOLDMAN SACHS
    BANK USA, as a Lender 
	 	 
	 	by
	 	 	/s/
    Jacob Elder
	 	 	Name:
    Jacob Elder 
	 	 	Title:   Authorized
    Signatory


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	AUSTRALIA
    AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender 
	 	 
	 	by
	 	 	/s/
    Cynthia Dioquino
	 	 	Name:
    Cynthia Dioquino
	 	 	Title:   Associate
    Director


 


[Signature Page to First Amendment]


 






     


     


    

 


	 	STANDARD
    CHARTERED BANK, as a Lender 
	 	 
	 	by
	 	 	/s/
    James Beck
	 	 	Name:
    James Beck
	 	 	Title:   Director


 


[Signature Page to First Amendment]


 






     


     


    

  


	 	SUMITOMO
    MITSUI BANKING CORPORATION, as a Lender 
	 	 
	 	by
	 	 	/s/
    Katie Lee
	 	 	Name:
    Katie Lee
	 	 	Title:   Director


 


[Signature Page to First
Amendment]


 






     


     


    

 


	 	U.S. BANK
    NATIONAL ASSOCIATION, as a Lender 
	 	 
	 	by
	 	 	/s/
    Glen, Leyrer
	 	 	Name:
    Glenn Leyrer
	 	 	Title:   Vice
    President



 


[Signature Page to First Amendment]


 






     


     


    

 


Exhibit A


 


Amendments to Credit Agreement.


 


Exhibit A
to First Amendment



 


CREDIT AGREEMENT

(as amended by the First Amendment, dated
as of March 30, 2021)


 


dated
as of


 


April 4,
2019


 


among


 


NEWMONT MINING
CORPORATION,


 


The
Lenders Party Hereto,


 


and


 


CITIBANK,
N.A.,


as
Administrative Agent and Sustainability Agent,


 


 



 


BANK
OF MONTREAL, CHICAGO BRANCH, AND JPMORGAN CHASE BANK, N.A.,


as Co-Syndication Agents


 


and


 


THE
BANK OF NOVA SCOTIA, BNP PARIBAS SECURITIES CORP. AND TD 

SECURITIES (USA) LLC,


as Co-Documentation Agents


 


 



 


CITIBANK,
N.A., JPMORGAN CHASE BANK, N.A., BANK OF MONTREAL, CHICAGO 

BRANCH, THE BANK OF NOVA SCOTIA, BNP PARIBAS SECURITIES CORP. and TD 

SECURITIES
(USA) LLC, each in its capacity as joint lead arranger and joint bookrunner


 






     


     


    

 


Table of Contents



 


	ARTICLE I
	 
	Definitions
	 
	Section 1.01.	Defined Terms	1
	Section 1.02.	Classification of Loans and Borrowings	30
	Section 1.03.	Terms Generally	30
	Section 1.04.	Accounting Terms; GAAP	30
	 	 	 
	ARTICLE II
	 
	The Credits
	 
	Section 2.01.	Commitments	31
	Section 2.02.	Loans and Borrowings	31
	Section 2.03.	Requests for Revolving Borrowings	32
	Section 2.04.	Competitive Bid Procedure	33
	Section 2.05.	[Reserved]	35
	Section 2.06.	Letters of Credit	35
	Section 2.07.	Funding of Borrowings	41
	Section 2.08.	Interest Elections	43
	Section 2.09.	Termination and Reduction of Commitments; Increase of Commitments	44
	Section 2.10.	Repayment of Loans; Evidence of Debt	45
	Section 2.11.	Prepayment of Loans	46
	Section 2.12.	Fees	47
	Section 2.13.	Interest	48
	Section 2.14.	Alternate Rate of Interest	51
	Section 2.15.	Increased Costs	52
	Section 2.16.	Break Funding Payments	53
	Section 2.17.	Taxes	56
	Section 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	58
	Section 2.19.	Mitigation Obligations; Replacement of Lenders	59
	Section 2.20.	Defaulting Lenders	61
	Section 2.21.	Extension of Maturity Date	63
	 	 	 
	ARTICLE III
	 
	Representations and Warranties
	 
	Section 3.01.	Organization; Powers	63
	Section 3.02.	Authorization; Enforceability	63
	Section 3.03.	Governmental Approvals; No Conflicts	63
	Section 3.04.	Financial Condition; No Material Adverse Change	64
	Section 3.05.	Properties	64



 






    i


     


    

 


Table
of Contents


 


	Section 3.06.	Litigation and Environmental Matters	64
	Section 3.07.	Compliance with Laws	65
	Section 3.08.	Investment Company Status	65
	Section 3.09.	Taxes	65
	Section 3.10.	ERISA	65
	Section 3.11.	Disclosure	65
	Section 3.12.	Federal Regulations	66
	Section 3.13.	Subsidiaries	66
	Section 3.14.	Anti-Corruption Laws and Sanctions	66
	Section 3.15.	USA PATRIOT Act	66
	 	 	 
	ARTICLE IV
	 
	Conditions
	 
	Section 4.01.	Effective Date	66
	Section 4.02.	Each Credit Event	67
	 	 	 
	ARTICLE V
	 
	Affirmative Covenants
	 
	Section 5.01.	Financial Statements and Other Information	68
	Section 5.02.	Notices of Material Events	69
	Section 5.03.	Existence; Conduct of Business	70
	Section 5.04.	Payment of Obligations	70
	Section 5.05.	Maintenance of Properties; Insurance	70
	Section 5.06.	Books and Records; Inspection Rights	71
	Section 5.07.	Compliance with Laws	71
	Section 5.08.	Use of Proceeds	71
	Section 5.09.	Further Assurances	71
	 	 	 
	ARTICLE VI
	 
	Negative Covenants
	 
	Section 6.01.	Consolidated Indebtedness	71
	Section 6.02.	Liens	72
	Section 6.03.	Fundamental Changes	73
	Section 6.04.	Anti-Corruption Laws	73



 






    ii


     


    

 


Table
of Contents


 


	ARTICLE VII
	 
	Events of Default
	 
	ARTICLE VIII
	 
	The Administrative Agent
	 
	ARTICLE IX
	 
	Miscellaneous
	 
	Section 9.01.	Notices	82
	Section 9.02.	Waivers; Amendments	83
	Section 9.03.	Expenses; Indemnity; Damage Waiver	84
	Section 9.04.	Successors and Assigns	86
	Section 9.05.	Survival	89
	Section 9.06.	Integration; Effectiveness	89
	Section 9.07.	Severability	89
	Section 9.08.	Right of Setoff	90
	Section 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	90
	Section 9.10.	WAIVER OF JURY TRIAL	91
	Section 9.11.	Headings	91
	Section 9.12.	Confidentiality	91
	Section 9.13.	USA PATRIOT Act	92
	Section 9.14.	Release of Newmont USA as a Guarantor	92
	Section 9.15.	No Fiduciary Relationship	92
	Section 9.16.	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	93
	 	 	 
	ARTICLE X
	 
	Treatment of Loans for Purposes of Regulation U
	 
	Section 10.01.	Treatment for Purposes of Regulation U	94
	Section 10.02.	Allocation of Credit	94
	Section 10.03.	Allocation of Collateral	95
	Section 10.04.	Allocation of Payments	96
	Section 10.05.	Information	96
	Section 10.06.	Individual Lender Responsibility	96



 






    iii


     


    

 


Table
of Contents


 


	SCHEDULES	 
	 	 
	Schedule 2.01	Commitments
	Schedule 2.06	Existing Letters of Credit
	Schedule 3.06	Disclosed Matters
	Schedule 3.11	Disclosure
	Schedule 3.13	Subsidiaries
	Schedule 6.02	Existing Liens
	 	 
	EXHIBITS	 
	 	 
	Exhibit A	Form of Assignment and Acceptance
	Exhibit B	Form of Assumption Agreement
	Exhibit C	Form of U.S. Tax Certificate
	Exhibit D	Form of Guarantee Agreement
	Exhibit E	Form of Maturity Date Extension Request
	Exhibit F	Form of ESG Certificate



 



    iv


     


    

 


CREDIT AGREEMENT, dated
as of April 4, 2019 (this “Agreement”), among NEWMONT MINING CORPORATION,
a Delaware corporation (the “Borrower”), the Lenders party hereto and CITIBANK, N.A., as Administrative Agent.


 


The Borrower has requested
that the Lenders extend credit in the form of Commitments under which the Borrower may obtain Revolving Loans and Letters of Credit from
time to time on or after the Effective Date and prior to the Maturity Date in an aggregate principal amount at any time outstanding that
will not result in the Revolving Credit Exposure exceeding $3,000,000,000. The Borrower has also requested that the Lenders provide procedures
under which the Borrower may obtain Competitive Loans from the Lenders from time to time on or after the Effective Date and prior to the
Maturity Date.


 


The Lenders and the Issuing
Banks are willing to establish the credit facilities referred to in the preceding paragraph and extend credit upon the terms and subject
to the conditions set forth herein. Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01.     Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.


 


“Additional Credit
Assumption Agreement” means an additional credit assumption agreement, in form and substance reasonably satisfactory to the
Administrative Agent and the Borrower, among the Borrower, the Administrative Agent and one or more Additional Credit Lenders.


 


“Additional Credit
Commitments” means the Commitment of any Lender (including any increase to a Lender’s then existing Commitment), established
pursuant to Section 2.09(d), to make Loans to the Borrower.


 


“Additional Credit
Lenders” means a Lender with Additional Credit Commitments (or a Person that will become such a Lender pursuant to Section 2.09(d)).


 


“Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1.00%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Administrative Agent”
means Citibank, in its capacity as administrative agent for the Lenders hereunder, or any successor thereto appointed in accordance
with Article VIII.


 






    1


    


    

 


“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 





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


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.


 


“Agreement”
has the meaning ascribed to such term in the preamble hereto.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in
effect on such day plus 1⁄2 of 1.00% per annum and (c) the Adjusted LIBO Rate on such day (or,
if such day is not a Business Day, the immediately preceding Business Day) plus 1.00% per annum. For purposes of clause (c) above,
the Adjusted LIBO Rate on any day shall be based on the LIBO Screen Rate at approximately 11:00 a.m., London time, on such day for deposits
in dollars with a maturity of one month; provided that if such rate shall be less than zero, such rate shall be deemed
to be zero. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be
effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.


 


“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010,
as amended.


 


“Arrangers”
means Citibank, N.A., JPMorgan Chase Bank, N.A., Bank of Montreal, Chicago Branch, The Bank of Nova Scotia, BNP Paribas Securities Corp.
and TD Securities (USA) LLC, each in its capacity as joint lead arranger and joint bookrunner for the credit facilities provided for herein.


 


“Applicable Percentage”
means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment; provided that
if any Defaulting Lender exists at such time, the Applicable Percentages shall be calculated disregarding such Defaulting Lender’s
Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.


 






    2


    


    

 


“Applicable Rate”
means, for any day, with respect to the facility fees, any Eurodollar Revolving Loan, any ABR Revolving Loan, any Financial Letter of
Credit participation fee or any Performance Letter of Credit participation fee, the applicable rate per annum set forth under “Facility
Fee”, “LIBOR Margin”, “ABR Margin”, “Financial LC Participation Fee” or “Performance LC
Participation Fee”, as the case may be, based upon the ratings by Moody’s and S&P applicable on such date to the Index
Debt:


 


	Rating (Moody’s, S&P)	 	Facility Fee 

    (% per 

    annum)	 	 	LIBOR 

    Margin 

    (% per 

    annum)	 	 	ABR Margin 

    (% per 

    annum)	 	 	Financial 

    LCs 

    (% per

    annum)	 	 	Performance

    LCs 

    (% per annum)	 
	 Category 1 A/A2 or higher  	 	 	0.075 	%	 	 	0.80	%	 	 	0.00	%   	 	 	0.80	%	 	 	0.40	%
	Category 2 A-/A3  	 	 	0.100.09	%	 	 	0.900.91	%	 	 	0.00	%	 	 	0.900.91	%	 	 	0.450.455	%
	Category 3 BBB+/Baa1  	 	 	0.1250.11 	%	 	 	1.001.015	%	 	 	0.000.015	%	 	 	1.001.015	%	 	 	0.500.5075	%
	Category 4 BBB/Baa2  	 	 	0.150.125 	%	 	 	1.101.125	%	 	 	0.100.125	%	 	 	1.101.125	%	 	 	0.550.5625	%
	Category 5 BBB-/Baa3 or lower (or unrated)	 	 	0.200.175 	%	 	 	1.301.20	%	 	 	0.300.20	%	 	 	1.301.20	%	 	 	0.650.60	%



 


For purposes of the foregoing, (i) if either
Moody’s or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in
the lastpenultimate
sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 5; (ii) if the ratings
established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within different Categories,
the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is more than one Category lower than
the other, in which case the Applicable Rate shall be determined by reference to the Category next below that of the higher of the two
ratings and (iii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall
be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of
the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period
commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.
If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Borrower and the Administrative Agent shall negotiate in good faith to amend this definition to reflect
such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment,
the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation. Commencing
on the first Sustainability Adjustment Date after the First Amendment Effective Date, the Applicable Rate shall be increased or decreased
by the Sustainability Adjustment as in effect from time to time; provided that the ABR Margin shall at no time be less than 0.00%.


 


“Assignment and Acceptance”
means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved
by the Administrative Agent and the Borrower.


 






    3


    


    

 


“Assumption Agreement”
means an assumption agreement in the form of Exhibit B or any other form approved by the Administrative Agent entered
into by any Person that has merged or consolidated with the Borrower where such Person is the surviving corporation.


 


“Availability Period”
means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of
all of the Commitments.


 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such
Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining
the length of an Interest Period pursuant to this Agreement as of such date and not including,
for the avoidance of doubt, any tenor for such Benchmark that is
then-removed from the definition of “Interest Period” pursuant to clause (d) of Section 2.14.


 


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


 


“Bail-In Legislation”
means, (a) with
respect to any EEA Member Country implementing Article 55 of 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 thatwhich
is described in the EU Bail-In Legislation Schedule. and
(b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any
other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment
firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).


 


“Bankruptcy Event”
means, with respect to any Person, that such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action
in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment; provided that
a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such
Person by a Governmental Authority; provided, however, that such ownership interest does not result in or provide
such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or
writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any
agreements made by such Person.


 


“Benchmark”
means, initially, the LIBO Rate; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date have occurred with respect to the LIBO Rate or the then-current Benchmark, then “Benchmark” means
the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to
clause (a) of Section 2.14.


 






    4


    


    

 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative
Agent for the applicable Benchmark Replacement Date:


 


(1)             the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)             the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 


(3)             the
sum of: (a) the alternate benchmark rate that has been selected by the
Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated
syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, in the case of clause
(1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to
time as selected by the Administrative Agent in its reasonable discretion.


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark
Replacement will be deemed to be the Floor for the purposes of
this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


		(1)	for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in
the order below that can be determined by the Administrative Agent: (a) the spread adjustment, or method for calculating or determining
such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first
set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark
with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; (b) the spread adjustment (which may
be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that
would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation
event with respect to such Benchmark for the applicable Corresponding Tenor; and



 






    5


    


    

 


		(2)	for
                                            purposes of clause (3) of the definition of “Benchmark Replacement,” the
                                            spread adjustment, or method for calculating or determining such spread adjustment, (which
                                            may be a positive or negative value or zero) that has been selected by the
                                            Administrative Agent and the Borrower for
                                            the applicable Corresponding Tenor giving due consideration to (i) any selection or
                                            recommendation of a spread adjustment, or method for calculating or determining such spread
                                            adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark
                                            Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date
                                            or (ii) any evolving or then-prevailing market
                                            convention for determining a spread
                                            adjustment, or method for calculating or determining such spread adjustment, for the replacement
                                            of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated
                                            syndicated credit facilities; provided that, in the case of clause (1) above, such adjustment
                                            is displayed on a screen or other information service that publishes such Benchmark Replacement
                                            Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.



 


“Benchmark
Replacement Conforming Changes” means, with respect to any
Benchmark Replacement, any technical,
administrative or operational changes (including any necessary amendments to Section 2.04, the definition of “ABR,” the
definition of “Business Day,” the definition of “Interest Period,” timing
and frequency of determining rates and making payments of interest,
timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage
provisions, the formula for calculating any successor rates identified pursuant to the definition of “Benchmark Replacement”,
the formula, methodology or convention for applying the successor Floor to the successor Benchmark Replacement and other technical, administrative
or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by the Administrative
Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides
that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent
determines that no market practice for the administration of such
Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent,
in consultation with the Borrower, decides is reasonably necessary in connection with the administration of this Agreement and the other
Loan Documents).


 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


		(1)	in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof);



 


		(2)	in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein; or



 


		(3)	in
the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to
the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Early Opt- in Election is provided to the Lenders, written notice of objection to such Early Opt-in
Election from Lenders comprising the Required Lenders.



 






    6


    


    

 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference
Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of
clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with
respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


		(1)	a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);



 


		(2)	a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York,
an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority
over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component)
has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor
of such Benchmark (or such component thereof); or



 


		(3)	a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer
representative.



 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a
public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such
Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses
(1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark
for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark
Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.


 






    7


    


    

 



 


“Beneficial Ownership
Certification” means a certification regardinsg beneficial ownership required by the Beneficial Ownership Regulation.


 


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


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(b) a “plan” as defined in and subject to Section 4975 of the Code, or (c) any Person whose assets include
(for purposes of ERISA Section 3(42) 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.”


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States of America.


 


“Bona Fide Lending
Affiliate” means, with respect to any Disqualified Lender, a bona fide debt fund Affiliate thereof that is (i) engaged
primarily in making, purchasing, holding or otherwise investing in commercial loans in the ordinary course of business and (ii) managed,
sponsored or advised by any Person that is controlling, controlled by or under common control with such Disqualified Lender but only
to the extent that no personnel involved with the investment in such Disqualified Lender (x) makes (or has the right to make or
participate with others in making) investment decisions for such bona fide debt fund or (y) has access to any information (other
than information that is publicly available) relating to the Borrower or any Subsidiary or their respective businesses.


 


“Borrower”
has the meaning ascribed such term in the preamble to this Agreement.


 


“Borrowing”
means (a) Revolving Loans of the same Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect or (b) a Competitive Loan or group of Competitive Loans of the same Type made on
the same date and as to which a single Interest Period is in effect.


 


“Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that when used in connection with a Eurodollar Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.


 


“Capital Lease Obligations”
of any Person means 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 the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP (subject, however, to the provisions of Section 1.04).


 



    8


    


    




“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Exchange Act), of shares representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower, (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors
of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors
so nominated or (c) for so long as Newmont USA is a Guarantor of the Obligations, the Borrower shall cease to own, directly or through
subsidiaries, capital stock and other equity interests of Newmont USA, representing, after giving effect to ownership attributable to
all minority interests in subsidiaries through which such capital stock or equity interests are indirectly owned, at least a majority
of the economic interest in Newmont USA represented by all of its outstanding capital stock and other equity securities.


 


“Change in Law”
means the occurrence, after the First
Amendment Effective Date, of any of the following: (a) the adoption of any rule, regulation, treaty or other law, (b) any
change in any rule, regulation, treaty or other law or in the administration, interpretation, implementation or application thereof by
any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the
force of law) of any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (ii) all requests, rules, guidelines or directives promulgated 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, shall, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted,
promulgated or issued.


 


“Citibank”
means Citibank, N.A.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Commission”
means the Securities and Exchange Commission.


 


“Commitment”
means, with respect to each Lender, the commitment of such Lender to make Revolving Loans pursuant to Section 2.01(a) and to
acquire participations in Letters of Credit pursuant to Section 2.06, expressed as an amount representing the maximum aggregate
permitted amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.09(d) and (c) reduced or
increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s
Commitment as of the First
Amendment Effective Date is set forth on Schedule 2.01, in the Additional Credit Assumption Agreement pursuant to which such
Lender shall have obtained an Additional Credit Commitment, or in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Commitment, as applicable. The aggregate amount of the Commitments as of the First
Amendment Effective Date is $3,000,000,000.


 



    9


    


    




“Commitment Letter”
means that certain commitment letter, dated March 5, 20192021,
by and among the Borrower and the Arrangers.


 


“Commodity Hedging
Agreement” means any commodity price protection agreement or other commodity price hedging agreement to which the Borrower
or any Significant Subsidiary is a party, but, in any event, shall not include any agreement for the sale in the ordinary course of business
and on standard trade terms of any commodity produced (a) from properties or (b) by other interests owned by the Borrower or
its Subsidiaries.


 


“Competitive Bid”
means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.


 


“Competitive Bid
Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.


 


“Competitive Bid
Request” means a request by the Borrower for Competitive Bids in accordance with Section 2.04.


 


“Competitive Loan”
means a Loan made pursuant to Section 2.04.


 


“Competitive Loan
Exposure” means, at any time, the aggregate principal amount of Competitive Loans outstanding at such time. The Competitive
Loan Exposure of any Lender at any time shall be the aggregate principal amount of the outstanding Competitive Loans of such Lender at
such time.


 


“Competitor”
means any competitor of the Borrower or any of its Subsidiaries (including, for the avoidance of doubt, any Person engaged in the gold
or minerals business).


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 


“Consenting Lender”
has the meaning assigned to such term in Section 2.21.


 


“Consolidated Net
Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any thereof which are by their terms extendible or renewable at the option
of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and excluding current
maturities of longterm Indebtedness and capital lease obligations) and (b) all goodwill, all as shown in the most recent consolidated
balance sheet of the Borrower and its Subsidiaries computed in accordance with GAAP.


 



    10


    


    




“Contingent Obligation”
means as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other
obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent (a) to purchase
any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for
the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (c) 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 (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however,
that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of
business. Unless otherwise limited by the terms of such Contingent Obligation, the amount of any Contingent Obligation shall be deemed
to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Borrower
in good faith.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period
having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered
Entity” means any of the following:


 


(i)        a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b);


 


(ii)       a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or


 


(iii)      a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).


 


“Credit Party”
means the Administrative Agent, each Issuing Bank and each other Lender.


 


“Daily
Simple SOFR” means for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the
Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining
 “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its
reasonable discretion.


 



    11


    


    




“Declining Lender”
has the meaning assigned to such term in Section 2.21.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.


 


“Defaulting Lender”
means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion
of its Loans, (ii) to fund any portion of its participations in Letters of Credit or (iii) to pay to any Credit Party any other
amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent
in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically
identified in such writing, including, if applicable, by reference to a specific Default) has not been satisfied, (b) has notified
the Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply
with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based
on such Lender’s good-faith determination that a condition precedent (specifically identified in such writing, including, if applicable,
by reference to a specific Default) to funding a Loan cannot be satisfied) or generally under other agreements in which it commits to
extend credit, (c) has failed, within three Business Days after request by a Credit Party made in good faith to provide a certification
in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations
in then outstanding Letters of Credit; provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative
Agent, (d) has become the subject of a Bankruptcy Event or (e) has, or has a direct or indirect parent company that has, become
the subject of a Bail-In Action.


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.R.T §§ 252.81, 47.2
or 382.1, as applicable.


 


“Delaware LLC Division”
means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited
Liability Company Act.


 


“Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06 or in the Form 10-K of the Borrower,
in respect of its fiscal year ended December 31, 20182020.


 


“Disqualified
Lenders” means any Competitor identified in writing to the Administrative Agent prior to the Effective Date and any Affiliate
thereof either identified in writing by the Borrower to the Administrative Agent or reasonably identifiable by name (other than any Affiliates
that are Bona Fide Lending Affiliates) (as such list may be updated from time to time in accordance with the immediately succeeding sentence).
The Borrower may from time to time update the list of Disqualified Lenders provided to the Administrative Agent prior to the date hereof
to include Competitors and Affiliates thereof (and which list shall be deemed to also include Affiliates thereof that are reasonably
identifiable by name, but, in any event, shall not include Affiliates thereof that are Bona Fide Lending Affiliates); provided
that any such update to the list of Disqualified Lenders shall not apply retroactively to disqualify any Person that has previously
acquired an assignment or participation interest in the Loans or Commitments. For the avoidance of doubt, the Administrative Agent may
make the list of Disqualified Lenders available to the Lenders upon their request.


 



    12


    


    




“dollars”
or “$” refers to lawful money of the United States of America.


 


“Early
Opt-In Election” means, if the then-current Benchmark is the LIBO Rate, the occurrence of:


 


(a) 
a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other
parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities in the U.S. syndicated loan
market at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a Term SOFR or any
other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly
available for review), and


 


(b) the
joint election by the Administrative Agent and the Borrower to trigger a fallback from the LIBO Rate and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


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


 


“EEA Member Country”
means (a) any member state of the European Union, (b) Iceland, (c) Liechtenstein and (d) Norway.


 


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


 


“Effective Date”
means the date of satisfaction (or waiver) of the conditions precedent referred to in Section 4.


 


“Effective
Date Refinancing” means the repayment of all Indebtedness outstanding under, and the termination of all commitments
under, the Existing Credit Agreement.


 


“Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous Material or to health and safety matters relating to the foregoing.


 



    13


    


    




“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of investigation, reclamation or remediation,
fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) compliance
or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the presence, release or threatened release
of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with
respect to a US Plan (other than an event for which the 30-day notice period is waived) (or, with respect to a Plan that is
not a US Plan, any similar event under any similar non-US law, regulation or rule); (b) failure by any US Plan to meet
the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable to such US Plan in
each instance, whether or not waived (or, with respect to a Plan that is not a US Plan, any similar funding deficiency under any similar non-US law,
regulation or rule); (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan (or, with respect to a Plan that is not a US Plan,
any similar filing under any similar non-US law, regulation or rule); (d) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan (or, with respect to a Plan that
is not a US Plan, the incurrence of any similar liability under any similar non-US law, regulation or rule); (e) the receipt
by the Borrower or any ERISA Affiliate from the PBGC, any non-US Governmental Authority (with respect to a Plan that is not
a US Plan) or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice concerning
the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning
of Title IV of ERISA (or, with respect to a Plan that is not a US Plan, any similar notice under provisions of similar non-US law,
regulation or rule).


 


“ESG
Agency” means S&P Global Inc., MSCI ESG Research LLC (a division of MSCI Inc.), or another internationally recognized independent
provider of ESG ratings mutually agreed between the Borrower and the Sustainability Agent in accordance with, and subject to the provisions
of, the definition of “Sustainability Adjustment”.


 


“ESG
Certificate” means a certificate substantially in the form of Exhibit F delivered by the Borrower to the Administrative Agent
in accordance with Section 5.01(e).


 


“ESG
Score” means the environmental, social and governance (“ESG”) score assigned to the Borrower from time to time by an
ESG Agency.


 



    14


    


    




“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person),
as in effect from time to time.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Excluded Taxes”
means, with respect to any payment made by any Loan Party under any Loan Document, any of the following Taxes imposed on or with respect
to a Recipient:


 


(a) income
(including, in the case of a Recipient that is a U.S. Person, any backup withholding tax), or franchise Taxes imposed on (or measured
by) net income by (i) the United States of America (or any political subdivision or taxing authority thereof or therein), or by
the jurisdiction under the laws of which such Recipient is organized or registered or in which its principal office is located or, in
the case of any Lender or Issuing Bank, in which its applicable lending office is located, or any subdivision thereof or therein, or
(ii) any other jurisdiction with which such Recipient has a present or former connection (other than any such connection arising
from such Recipient having executed, delivered, enforced or become a party to, or performed its obligations or received payment under,
received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced any Loan Document, or sold
or assigned an interest in any Loan Document),


 


(b) any
branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any other jurisdiction in which a Recipient
is located,


 


(c) in
the case of a Non-U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any
U.S. Federal withholding Taxes resulting from any law in effect on the date such Non-U.S. Lender becomes a party to this Agreement
(or designates a new lending office or attributable to such Non-U.S. Lender’s failure to comply with Section 2.17(f)),
except, to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Taxes pursuant to Section 2.17(a),


 


(d) any
withholding Taxes imposed under FATCA and


 


(e) Taxes
attributable to such Recipient’s failure to comply with Section 2.17(f).


 


“Existing
Credit Agreement” means that certain Revolving Credit Agreement, dated as of May 20April 4,
20112019,
by and among the Borrower, as borrower, JPMorgan Chase BankCitibank,
N.A., as administrative agent, and the lenders from time to time party thereto (as amended, restated, supplemented and/or otherwise modified
from time to time prior to the First
Amendment Effective Date).


 



    15


    


    




“Existing
Letters of Credit” means each of the letters of credit set forth on Schedule 2.06 that were issued under the Existing Credit
Agreement and remain outstanding on the First
Amendment Effective Date immediately prior to the effectiveness of this Agreement.


 


“Existing
Maturity Date” has the meaning assigned to such term in Section 2.21.


 


“Extension
Effective Date” has the meaning assigned to such term in Section 2.21.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the Effective Date (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 agreements
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.


 


“Federal Funds Effective
Rate” means, 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 such rate shall be less
than zero, such rate shall be deemed to be zero for all purposes of this Agreement.


 


“Financial Letter
of Credit” means any Letter of Credit other than a Performance Letter of Credit.


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of the Borrower.


 


“First
Amendment” means the First Amendment to this Agreement, dated as of March 30, 2021, among the Borrower, the Administrative
Agent and the Lenders party thereto.


 


“First
Amendment Effective Date” means March 30, 2021.


 


“Fixed Rate”
means, with respect to any Competitive Loan (other than a Eurodollar Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.


 


“Fixed Rate Loan”
means a Competitive Loan bearing interest at a Fixed Rate.


 


“Floor”
means the floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or
renewal of this Agreement or otherwise) with respect to LIBO Rate; provided that such floor shall be zero as of the First Amendment Effective
Date.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 



    16


    


    




“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising
such powers or functions, such as the European Union).


 


“Guarantee Agreement”
means the Guarantee Agreement made by Newmont USA in favor of the Administrative Agent for the benefit of the Lenders dated as of the
Effective Date.


 


“Guarantee Requirement”
means, at any time that Newmont USA guarantees any Material Indebtedness of the Borrower, that the Guarantee Agreement shall have been
executed by Newmont USA.


 


“Guarantor”
means, at any time that it is a party to the Guarantee Agreement, Newmont USA.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical
wastes and all other substances or wastes of any nature regulated as hazardous or toxic or as a pollutant, contaminant or waste pursuant
to any Environmental Law.


 


“Indebtedness”
of any Person means, at a particular date, the sum (without duplication) at such date of (a) all indebtedness of such Person for
borrowed money or for the deferred purchase price of property or services (other than accounts payable arising in the ordinary course
of such Person’s business payable on terms customary in the trade), (b) the capitalized portion of all obligations of such
Person under Capital Lease Obligations, (c) obligations as recorded in such Person’s financial statements in respect of borrowings
of gold, (d) deferred revenues from sales of future production and all obligations in respect of prepaid production arrangements,
prepaid forward sale arrangements or derivative contracts in respect of which such Person receives upfront payments in consideration
of an obligation to deliver product or commodities (or make cash payments based on the value of product or commodities) at a future time,
but, in any event, excluding any agreement for the sale in the ordinary course of business and on standard trade terms (including standard
trade payment terms) of any commodity produced (i) from properties or (ii) by other interests owned by such Person and (e) without
duplication, all Contingent Obligations of such Person in respect of obligations of another Person of the type described in the preceding
clauses (a) through (d). The amount of Indebtedness in respect of the upfront payments referred to in clause (d) of this definition
shall be the amount in respect of the obligations referred to in such clause that would be required to appear as a liability on a consolidated
balance sheet of such Person and its subsidiaries prepared in accordance with GAAP.


 


“Indemnified Taxes”
means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by any Loan Party under any Loan Document
and (b) Other Taxes.


 


“Index Debt”
means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person (other
than unsecured guarantees by the Guarantor) or subject to any other credit enhancement.


 



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“Information Memorandum”
means the Confidential Information Memorandum dated March 20192021
relating to the Borrower and the Transactions.





 


“Interest Election
Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08.


 


“Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December, (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such
Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with
respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise specified in the applicable
Competitive Bid Request), each day prior to the last day of such Interest Period that occurs at intervals of 90 days’ duration after
the first day of such Interest Period, and any other dates that are specified in the applicable Competitive Bid Request as Interest Payment
Dates with respect to such Borrowing.


 


“Interest Period”
means (a) with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months (or twelve months if available to all participating Lenders)
thereafter, as the Borrower may elect and (b) with respect to any Fixed Rate Borrowing, the period (which shall not be less than
7 days or more than 360 days) commencing on the date of such Borrowing and ending on the date specified in the applicable Competitive
Bid Request; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding
Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business
Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.


 


“Interpolated Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, a rate per annum which results from interpolating on a linear
basis between (a) the applicable LIBO Screen Rate for the longest maturity for which a LIBO Screen Rate is available that is shorter
than such Interest Period and (b) the applicable LIBO Screen Rate for the shortest maturity for which a LIBO Screen Rate is available
that is longer than such Interest Period, in each case at approximately 11:00 a.m., London time, two Business Days prior to the commencement
of such Interest Period.


 


“IRS” means,
the United States Internal Revenue Service.


 






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“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.











 


“Issuing Bank”
means (a)(i) Citibank, (ii) JPMorgan Chase Bank, N.A., (iii) Bank of Montreal, Chicago Branch, (iv) The Bank of Nova
Scotia, (v) BNP Paribas and (vi) The Toronto-Dominion Bank, New York Branch, and (b) each other Lender that shall have
agreed to become an Issuing Bank hereunder as provided in Section 2.06(j) (other than any Person that shall have ceased to be
an Issuing Bank as provided in Section 2.06(k)), each in its capacity as an issuer of Letters of Credit hereunder. The Issuing Banks
may, in their discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Banks, in which case the
term “Issuing Bank” shall include any such Affiliates with respect to Letters of Credit issued by such Affiliates (it being
agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect
to such Letters of Credit).


 


“LC Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date
of the termination of the Commitments.


 


“LC Disbursement”
means a payment made by any Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements by Issuing Banks that have not yet been reimbursed by or on behalf of the Borrower at such time.
The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 


“Lender Parent”
means, with respect to any Lender, any Person in respect of which such Lender is a subsidiary.


 


“Lenders”
means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Additional Credit
Assumption Agreement or an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Acceptance.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement and shall include the Existing Letters of Credit.


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, a rate per annum equal to the London interbank offered rate as
administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in
dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period as displayed on the Reuters
screen page that displays such rate (currently page LIBOR01) or, in the event such rate does not appear on a page of the
Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative
Agent from time to time in its reasonable discretion (such applicable rate being called the “LIBO Screen Rate”), at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. If no LIBO Screen Rate shall
be available for a particular Interest Period but LIBO Screen Rates shall be available for maturities both longer and shorter than such
Interest Period, then the LIBO Rate for such Interest Period shall be the Interpolated Rate. Notwithstanding the foregoing, if the LIBO
Rate, determined as provided above, would otherwise be less than zero, then the LIBO Rate shall be deemed to be zero for purposes of this
Agreement.





 






    19


    


    




 


“LIBO
Successor Rate Conforming Changes” means,
with respect to any proposed successor interest rate benchmark contemplated by the last
paragraph of Section 2.14, any conforming changes to the definitions of “Alternate Base Rate”, “LIBO Rate”
and “Interest Period” and any related definitions, the timing and frequency of determining
rates and making payments of interest and other administrative matters as may be appropriate, in the reasonable,
good faith discretion of the Administrative Agent and the Borrower,
to reflect the adoption of such successor interest rate benchmark and to permit the administration thereof
by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines
that adoption of any portion of such market practice is not administratively feasible or that no market
practice for the administration of such successor interest rate benchmark exists,
in such other manner of administration as the Administrative Agent and the Borrower determine reasonably
and in good faith). For the avoidance of doubt, any amendment effectuating
any LIBO Successor Rate Conforming Changes shall be subject to the Borrower’s approval as contemplated by the last paragraph of
Section 2.14.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.


 


“Loan Documents”
means this Agreement,
the First Amendment, the Guarantee Agreement and each promissory note (if any) delivered pursuant to this Agreement.


 


“Loan Parties”
means the Borrower and the Guarantor.


 


“Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement.


 


“Margin”
means, with respect to any Competitive Loan bearing interest at a rate based on the Adjusted LIBO Rate, the marginal rate of interest,
if any, to be added to or subtracted from the Adjusted LIBO Rate to determine the rate of interest applicable to such Loan, as specified
by the Lender making such Loan in its related Competitive Bid.


 


“Margin Stock”
means “margin stock” as defined in Regulation U of the Board.


 


“Material Adverse
Effect” means a material adverse effect on the business, assets, operations or financial condition of the Borrower and its Subsidiaries
taken as a whole.


 






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“Material Commodity
Hedging Indebtedness” means obligations under any Commodity Hedging Agreement with respect to which the Borrower or any Significant
Subsidiary is obligated to pay more than $150,000,000 (after giving effect to any netting provisions of such agreement and subtracting
the value of any cash (or cash equivalent) collateral provided by the Borrower or any Significant Subsidiary under such agreement) as
a result of an event of default by, or termination event applicable solely to, the Borrower or any Significant Subsidiary.











 


“Material Indebtedness”
means Indebtedness (other than the Loans) of any one or more of the Borrower, the Guarantor and the Significant Subsidiaries in an aggregate
principal amount exceeding $150,000,000.


 


“Maturity Date”
means, April 4March 30,
20242026,
as such date may be extended pursuant to Section 2.21.


 


“Maturity Date Extension
Request” means a request by the Borrower, in the form of Exhibit E hereto or such other form as shall be approved by the
Administrative Agent, for the extension of the Maturity Date pursuant to Section 2.21.


 


“Moody’s”
means Moody’s Investors Service, Inc. or
any successor thereto.


 


“MSCI
ESG Rating” means the overall score in respect of environment, social and governance factors, as calculated and assigned to the
Borrower from time to time by MSCI ESG Research LLC, a division of MSCI Inc., and any successor to its ESG rating business.


 


“Multiemployer Plan”
means a US Multiemployer Plan or a non-US defined benefit retirement plan (i) to which the Borrower or an ERISA Affiliate
contributes or is obligated to contribute any amounts and (ii) to which any entity other than the Borrower and its ERISA Affiliates
contributes or is obligated to contribute any amounts.


 


“Newmont USA”
means Newmont USA Limited, a Delaware corporation.


 


“Non-Defaulting Lender”
means, at any time, any Lender that is not a Defaulting Lender at such time.


 


“Non-Recourse Indebtedness”
means any Indebtedness incurred in connection with the development, construction or operation of a project that is limited in recourse
to the project assets and/or the ownership interest held by the Borrower or any Subsidiary (a) in such project assets or (b) in
any limited purpose entity owning such project assets, so long as substantially all of the assets of such limited purpose entity are comprised
of such project assets.


 


“Non-U.S. Lender”
means a Lender that is not a U.S. Person.


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding
Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that
if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal
funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker
of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than
zero, such rate shall be deemed to be zero for purposes of this Agreement.








 



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“Obligations”
means (a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when
and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) each payment required
to be made under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursements of
LC Disbursements and interest thereon and (c) all other monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower
under this Agreement or any other Loan Document.


 


“OFAC”
means the United States Treasury Department Office of Foreign Assets Control.


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Taxes”
means any and all present or future recording, stamp, court, documentary, excise, filing, transfer, or similar Taxes arising from any
payment made, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment
(other than an assignment under Section 2.19(b)).


 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website
from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such
date as the NYFRB shall commence to publish such composite rate).


 


“Participant”
has the meaning assigned to such term in Section 9.04(e).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(e).


 


“Payment”
has the meaning assigned to such term in Article VIII(v).


 


“Payment
Date” has the meaning assigned to such term in Article VIII(v).


 






    22


    


    




 


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











 


“Performance Letter
of Credit” means any Letter of Credit issued (a) to ensure the performance of services or the delivery of goods or (b) primarily
for the purpose of securing performance obligations of the Borrower or any Subsidiary to Governmental Authorities, including clean-up and
remediation obligations; provided that, for the avoidance of doubt and without limiting the foregoing, no Performance
Letter of Credit shall secure or otherwise support any Indebtedness.


 


“Permitted Encumbrances”
means:


 


(a)           Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;


 


(b)          carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, mechanic’s and other like Liens
imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being
contested in compliance with Section 5.04;


 


(c)           pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other
social security laws or regulations;


 


(d)          deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety, customs and appeal bonds, performance bonds
and other obligations of a like nature, in each case in the ordinary course of business;


 


(e)           landlord’s
liens arising in the ordinary course of business;


 


(f)     
      easements, zoning restrictions, rights-of-way and
similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business
of the Borrower and its Subsidiaries (taken as a whole);


 


(g)           any
lien created in favor of a partner or co-joint venturer in connection with any agreement with such party relating to an unincorporated
joint venture over interests in and the assets of that unincorporated joint venture, the product derived from it, the sales proceeds payable
and revenues received in respect of it and tariffs payable in respect of the assets of that unincorporated joint venture;


 


(h)           any
lien created in favor of a partner or co-joint venturer in connection with any agreement with such party relating to an incorporated
joint venture over the shares in such joint venture company and/or its distributions from that company;


 


(i)            Liens
securing judgments not constituting an Event of Default under clause (j) of Article VII;


 






    23


    


    




 


(j)     
       leases, licenses, subleases or sublicenses granted to others in
the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower and its
Subsidiaries (taken as a whole) or (ii) secure any Indebtedness;








 


(k)           Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business;


 


(l)      
      Liens (i) of a collection bank arising
under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) in favor of a
banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within
the general parameters customary in the banking industry and (iii) that are contractual rights
of set-off (A) relating to the establishment of depository relations with banks in the ordinary course of business
and not given in connection with the issuance of any Indebtedness and (B) provided for in Section 9.08 and in similar
provisions of other credit facilities permitted by this Agreement;


 


(m)          any interest or title of a lessor under leases entered into by the
Borrower or any Subsidiary in the ordinary course of business;


 


(n)          Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or
any Subsidiary in the ordinary course of business;


 


(o)          Liens on insurance policies and the proceeds thereof granted in the
ordinary course of business to secure the financing of insurance premiums with respect thereto;


 


(p)          Liens incurred
in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds
thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets;


 


(q)          Liens
attaching solely to (i) cash earnest money deposits in connection with any letter of intent or purchase agreement and (ii) proceeds
of an asset disposition that are held in escrow to secure obligations under the sale documentation relating to such disposition; and


 


(r)      
     Liens of bailees in the ordinary course of business;


 


provided that
the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA sponsored, maintained or contributed by the Borrower or any ERISA Affiliate.


 


“Prime Rate”
means the rate of interest per annum publicly announced from time to time by Citibank as its base rate in effect from time to time at
its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly
announced as being effective.








 



    24


    


    




 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“QFC”
has the meaning set forth in the term “qualified financial contract” in, and shall be interpreted in accordance with, 12
U.S.C. 5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning set forth in Section 9.17.


 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the LIBO Rate, 11:00 a.m. (London
time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not the LIBO Rate,
the time determined by the Administrative Agent in its reasonable discretion.


 


“Register”
has the meaning set forth in Section 9.04(c).


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the directors, officers, employees, agents and advisors of such
Person and such Person’s Affiliates.


 


“Relevant
Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.


 


“Required Lenders”
means, at any time, Lenders having Commitments representing at least a majority of the total Commitments at such time; provided that,
for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans become due
and payable pursuant to Article VII or the Commitments expire or terminate, “Required Lenders” shall mean Lenders
having aggregate Revolving Credit Exposures and Competitive Loan Exposures representing at least a majority of the sum of the Revolving
Credit Exposure plus Competitive Loan Exposure at such time.


 


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


 


“Revolving Borrowing”
means a Borrowing comprised of Revolving Loans.


 


“Revolving Credit
Exposure” means, at any time, the sum of (a) the aggregate principal amount of the Revolving Loans outstanding at such
time and (b) the LC Exposure at such time. The Revolving Credit Exposure of any Lender at any time shall be such Lender’s Applicable
Percentage of the total Revolving Credit Exposure at such time.


 


“Revolving Loan”
means a Loan made pursuant to Sections 2.01 and 2.03. Each Revolving Loan shall be a Eurodollar Loan or an ABR Loan.


 






    25


    


    




 


“S&P”
means Standard & Poor’s Rating
Services, a subsidiary of S&P Global Inc., and any successor to its rating agency business.











 


“S&P
Global ESG Score” means the overall score in respect of environment, social and governance factors, as calculated and assigned
to the Borrower from time to time by S&P Global Inc.


 


“Sanctioned Country”
means, at any time, a country or territory which is the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran,
North Korea and Syria).


 


“Sanctioned Person”
means, at any time, (a) any Person that is named as a “specially designated national and blocked person” on the most
current list published by OFAC at its official website or any replacement website or other replacement official publication of such list
or (b) any Person operating, organized or resident in a Sanctioned Country.


 


“Sanctions”
means comprehensive 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 OFAC or the U.S. Department of State, (b) the Canadian government or (c) the
United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.


 


“Significant Subsidiary”
means (a) any Subsidiary now or at any time hereafter meeting any one of the following conditions: (i) the assets of such Subsidiary
exceed 10.0% of the aggregate assets appearing on the consolidated balance sheet of the Borrower and its consolidated Subsidiaries for
the most recently ended fiscal year, or (ii) the gross revenues of such Subsidiary for the fiscal year of the Borrower most recently
ended exceed 10.0% of the gross revenues of the Borrower and its consolidated Subsidiaries for such fiscal year, or (iii) such Subsidiary
has one or more Subsidiaries and together therewith would, if considered in the aggregate, constitute a Significant Subsidiary within
the terms of clauses (i) or (ii) of this definition, and (b) the Guarantor.


 


“SOFR”
means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published
by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.


 


“SOFR
Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves),
expressed as a decimal, established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant
to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation
D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change
in any reserve percentage.








 






    26


    


    




 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held.


 


“Subsidiary”
means any subsidiary of the Borrower.


 


“Supported
QFC” has the meaning set forth in Section 9.17.


 


“Sustainability
Adjustment” means, for any Sustainability Adjustment Period, an adjustment to the applicable rate per annum set forth under “LIBOR
Margin”, “ABR Margin”, “Financial LC Participation Fee” or “Performance LC Participation Fee”
in the definition of Applicable Rate for such Sustainability Adjustment Period based on the below table, as determined by reference to
the ESG Scores set forth in the most recent ESG Certificate delivered by the Borrower pursuant to Section 5.01(e), as follows:


 


	
    ESG
    Category

     
	S&P Global ESG Score
	MSCI ESG Rating
	Applicable Rate Adjustment (% per annum)

	Category
    1
	>
    90
	AAA
	-
    0.05%

	Category
    2
	88
    – 89
	AA
	-
    0.025%

	Category
    3
	83
    – 87
	A
	0.00%

	Category
    4
	81
    – 82
	BBB
	+
    0.025%

	Category
    5	<
    80
	<
    BB
	+
    0.05%



 






    27


    


    




 


For
purposes of the foregoing, (i) if either ESG Agency shall not have in effect an ESG Score for the Borrower (other than by reason
of the circumstances referred to in the last sentence of this definition), then such ESG Agency shall be deemed to have established a
rating in Category 3 and (ii) if the ESG Score established or deemed to have been established by the ESG Agencies shall fall within
different ESG Categories, the Sustainability Adjustment shall be based on the higher of the two ESG Scores unless one of the two ESG
Scores is more than one Category lower than the other, in which case the Sustainability Adjustment shall be determined by reference to
the Category next below that of the higher of the two ESG Scores. For purposes of this grid, Category 1 is higher than Category 5. Each
change in the Sustainability Adjustment based on a change in ESG Scores shall apply during the period commencing on the applicable Sustainability
Adjustment Date. If any ESG Agency (a) is no longer able to issue a ESG Report, (b) notifies the Borrower, or makes an announcement
to the effect, that it will no longer issue ESG Reports, or (c) materially changes the way it determines the ESG Score, then in
any such case the Borrower or the Administrative Agent may request that the Borrower and the Sustainability Agent negotiate in good faith
(for a period of no more than 30 consecutive days, or such longer period as may be mutually agreed by the Borrower and the Administrative
Agent) to amend the definition of ESG Agency and/or provide for a substitute basis for determining the ESG Score and, pending the effectiveness
of any such amendment, the Sustainability Adjustment shall be determined by reference to the ESG Score most recently in effect prior
to such change or cessation; provided that if no agreement can be reached between the Borrower and the Sustainability Agent during such
negotiation period, the Sustainability Adjustment shall cease to apply to the Applicable Rate from and after the last day of such negotiation
period.











 


“Sustainability
Adjustment Date” means the Business Day immediately following the date on which the Borrower provides to the Administrative Agent
an ESG Certificate pursuant to Section 5.01(e).


 


“Sustainability
Adjustment Period” means, (i) in the case of the initial Sustainability Adjustment Period, the period commencing on the first
Sustainability Adjustment Date following the First Amendment Closing Date and ending on (but excluding) the next Sustainability Adjustment
Date and (ii) in the case of each other Sustainability Adjustment Period, the period commencing on the last day of the immediately
preceding Sustainability Adjustment Period and ending on (but excluding) the next Sustainability Adjustment Date.


 


“Sustainability
Agent” shall have the meaning set forth in the preamble of this Agreement.


 


“Swap
Agreements” has the meaning set forth in the term “swap agreement” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D)


 


“Taxes”
means any present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on
SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Total Capitalization”
means, on any date, the sum of (a) all Indebtedness that would appear as a liability on a consolidated balance sheet of the Borrower
and its Subsidiaries prepared as of such date in accordance with GAAP, less the aggregate amount of all cash and cash equivalents of the
Borrower and its Subsidiaries that would appear on such balance sheet plus (b) total stockholders’ equity
of the Borrower and its Subsidiaries determined as of such date on a consolidated basis in accordance with GAAP, less goodwill and intangible
assets of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.


 






    28


    


    

 



 


“Total Indebtedness”
means, as of any date, without duplication, the aggregate amount of Indebtedness of the Borrower and its Subsidiaries on such date, less
the aggregate amount of all cash and cash equivalents of the Borrower and its Subsidiaries on such date, in each case as would appear
as a liability or as cash or cash equivalents, on a consolidated balance sheet of the Borrower and its Subsidiaries prepared as of such
date in accordance with GAAP.


 


“Transaction Costs”
means the fees and expenses incurred in connection with the Transactions consummated or effected on the First
Amendment Effective Date.


 


“Transactions”
means, collectively, (a) the execution and delivery by each of the Borrower and the Guarantor of the Loan Documents to which it
is a party on the Effective Date, the borrowing of Loans (if any) hereunder and the use of the proceeds thereof on the Effective Date
and the issuance of Letters of Credit hereunder, and
(b) the consummation of the Effective Date Refinancing and (c) the
payment of the Transaction Costs.


 


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing,
the Adjusted LIBO Rate or a Fixed Rate.


 


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


 


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


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Unintended
Recipient” has the meaning assigned to such term in Article VIII(v).


 


“USA PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title
III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended from time to time.


 


“US Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“US Plan”
means a Plan that is subject to ERISA.


 


“U.S.
Special Resolution Regime” has the meaning set forth in Section 9.17.


 






    29


    


    

 


“U.S. Tax Certificate”
has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).


 


“Withdrawal Liability”
means liability to a US Multiemployer Plan as a result of a complete or partial withdrawal from such US Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Withholding Agent”
means any Loan Party and the Administrative Agent.


 


“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.


 


SECTION 1.02.        Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving
Loan”) and Borrowings may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or
by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).


 


SECTION 1.03.    Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions
on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof,
(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed
to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 


SECTION 1.04.       Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, notwithstanding the foregoing, for purposes of this
Agreement (other than Section 5.01), GAAP shall be determined without giving effect to any change thereto occurring after December 31,
2018 as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued
by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards
Board in connection therewith, in each case, if such change would require treating any lease or similar agreement as a capital lease
where such lease or similar agreement was not required to be so treated under GAAP as in effect on December 31, 2018; provided, further, that,
if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith.


 






    30


    


    

 


ARTICLE II


 


The
Credits


 


SECTION 2.01.       Commitments.
(a) Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to
time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit
Exposure exceeding such Lender’s Commitment or (ii) the sum of the Revolving Credit Exposure plus the Competitive Loan Exposure
exceeding the total Commitments.


 


(b) Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans during the
Availability Period.


 


SECTION 2.02.         Loans
and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders
(or their Affiliates as provided in paragraph (b) below) ratably in accordance with their Commitments. Each Competitive Loan shall
be made in accordance with the procedures set forth in Section 2.04. The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments and Competitive
Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.


 


(b)            Subject
to Section 2.14, (i) each Revolving Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans as the Borrower may
request in accordance herewith and (ii) each Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate
Loans, as the Borrower may request in accordance herewith.


 


(c)           At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that
an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or the amount
that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e), as the case may be. Each
Competitive Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings
of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be
outstanding more than a total of 15 Eurodollar Revolving Borrowings (or such greater number as the Administrative Agent shall agree in
its reasonable discretion).


 






    31


    


    

 


(d)            Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Maturity Date.


 


SECTION 2.03.         Requests
for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request in
writing or by electronic mail or telecopy (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time,
three Business Days before the date of the proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 1:00 p.m.,
New York City time, on the Business Day of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be confirmed
by delivery to the Administrative Agent of a written Borrowing Request in a form agreed to by the Administrative Agent and the Borrower
and signed by the Borrower. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i)          the
aggregate amount of the requested Borrowing;


 


(ii)         the
date of such Borrowing, which shall be a Business Day;


 


(iii)        the
Type of the requested Borrowing;


 


(iv)        in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period” and shall end no later than the Maturity Date; and


 


(v)         the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.


 


If no election as to the Type of Revolving Borrowing
is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of
the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 






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SECTION 2.04.         Competitive
Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period the
Borrower may request Competitive Bids from the Lenders and may (but shall not have any obligation to) accept Competitive Bids and borrow
Competitive Loans; provided that, after giving effect to any Borrowing of Competitive Loans, the sum of the Revolving
Credit Exposure plus the total Competitive Loans shall not exceed the total Commitments. To request Competitive Bids, the Borrower shall
notify the Administrative Agent of such request in writing or by electronic mail or telecopy, in the case of a Eurodollar Borrowing, not
later than 12:00 noon, New York City time, four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that
the Borrower may submit up to (but not more than) three Competitive Bid Requests on the same day, but a Competitive Bid Request shall
not be made within three Business Days after the date of any previous Competitive Bid Request, unless any and all such previous Competitive
Bid Requests shall have been withdrawn or all Competitive Bids received in response thereto rejected. Each such Competitive Bid Request
shall be confirmed promptly by delivery to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative
Agent and signed by the Borrower. Each such written Competitive Bid Request shall specify the following information in compliance with
Section 2.02:


 


(i)          the
aggregate principal amount of the requested Borrowing;


 


(ii)         the
date of such Borrowing, which shall be a Business Day;


 


(iii)        whether
such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate Borrowing;


 


(iv)        the
Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest
Period” and shall end no later than the Maturity Date; and


 


(v)         the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.


 


Promptly
following receipt of a Competitive Bid Request in accordance with this Section, the Administrative Agent shall notify the Lenders of the
details thereof by telecopy, inviting the Lenders to submit Competitive Bids.


 


(b)         Each
Lender may (but shall not have any obligation to) make one or more Competitive Bids to the Borrower in response to a Competitive Bid Request.
Each Competitive Bid by a Lender must be in a form approved by the Administrative Agent and must be received by the Administrative Agent
by telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 10:30 a.m., New York City time, three Business Days before
the proposed date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New York City time,
on the proposed date of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form approved by the Administrative
Agent may be rejected by the Administrative Agent, and the Administrative Agent shall notify the applicable Lender as promptly as practicable.
Each Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and an integral multiple of $1,000,000
and which may equal the entire principal amount of the Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans
that the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans
(expressed as a percentage rate per annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.


 






    33


    


    

 


(c)          The
Administrative Agent shall promptly notify the Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in
each Competitive Bid and the identity of the Lender that shall have made such Competitive Bid.


 


(d)       Subject
only to the provisions of this paragraph, the Borrower may accept or reject any Competitive Bid. The Borrower shall notify the Administrative
Agent in writing by electronic mail or telecopy whether and to what extent it has decided to accept or reject each Competitive Bid, in
the case of a Eurodollar Competitive Borrowing, not later than 11:30 a.m., New York City time, three Business Days before the date of
the proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on the proposed
date of the Competitive Borrowing; provided that (i) the failure of the Borrower to give such notice shall be deemed
to be a rejection of each Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular Competitive
Bid Rate if the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the Competitive
Bids accepted by the Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive
Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may accept Competitive Bids at the
same Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be made
pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an integral
multiple of $1,000,000; provided, further, that if a Competitive Loan must be in an amount less than $5,000,000
because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate pursuant to clause (iv) above the amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by
the Borrower. A notice given by the Borrower pursuant to this paragraph shall be irrevocable.


 


(e)          The
Administrative Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and,
if so, the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms
and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.


 


(f)           If
the Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid directly
to the Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their Competitive
Bids to the Administrative Agent pursuant to paragraph (b) of this Section 2.04.


 






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SECTION 2.05.        [Reserved].


 


SECTION 2.06.        Letters
of Credit.


 


(a)            General. Subject
to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account (or, so
long as the Borrower is a co-applicant with respect thereto, the account of any Subsidiary; provided that
(without limiting the Obligations of the Borrower hereunder) the Borrower shall not be required to be a co-applicant in respect
of any Letter of Credit if, due to the inclusion of the Borrower as a co-applicant with respect to such Letter of Credit, such
Letter of Credit would not meet the requirements of the relevant beneficiary thereof) in a form reasonably acceptable to the applicable
Issuing Bank, at any time and from time to time during the LC Availability Period, and (subject to the conditions set forth in Section 4.02),
the applicable Issuing Bank will issue such Letters of Credit. Each of the Existing Letters of Credit shall be deemed, for all purposes
of this Agreement (including paragraphs (d) and (e) of this Section), to be a Letter of Credit issued hereunder on the First
Amendment Effective Date (and no issuance request pursuant to paragraph (b) below
shall be required to be delivered in connection therewith). The Borrower unconditionally and irrevocably agrees that, in connection with
any Letter of Credit issued for the account of any Subsidiary as provided in the first sentence of this paragraph, it will be fully responsible
for the reimbursement of LC Disbursements, the payment of interest thereon and the payment of fees due under Section 2.12(b) to
the same extent as if it were the sole account party in respect of such Letter of Credit. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted
to, or entered into with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.


 


(b)            Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
extension or renewal of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been approved by the applicable Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably
in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit is a Financial
Letter of Credit or a Performance Letter of Credit (subject to confirmation of such status by the applicable Issuing Bank, acting reasonably
and in consultation with the Borrower), and such other information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing
Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed
or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent
and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $1,200,000,000,
(ii) the Revolving Credit Exposure plus the Competitive Loan Exposure shall not exceed the total Commitments and (iii) following
the effectiveness of any Maturity Date Extension Request, the LC Exposure in respect of all Letters of Credit having an expiration date
after the fifth Business Day prior to the Existing Maturity Date shall not exceed the aggregate Commitments of the Consenting Lenders
extended pursuant to Section 2.21; provided that an Issuing Bank shall not issue, amend, renew or extend any Letter
of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments that do not effect an extension,
or increase the stated face amount, of such Letter of Credit) if it shall have been notified by the Administrative Agent at the written
request of the Required Lenders that a Default or an Event of Default has occurred and is continuing and that, as a result, no further
Letters of Credit shall be issued by it (a “Letter of Credit Suspension Notice”); provided that such
Issuing Bank shall have received such Letter of Credit Suspension Notice within a sufficient amount of time to process internally the
instructions therein contained. Each determination as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance
Letter of Credit shall be made by the applicable Issuing Bank, acting reasonably and in consultation with the Borrower and, once made,
shall be conclusive and binding upon the Borrower, the Lenders and the Issuing Banks. Notwithstanding the foregoing, no Issuing Bank shall
be obligated to issue any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall
by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any requirement of law applicable
to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction
over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from the issuance of letters of credit generally or such
Letter of Credit in particular; (ii) the issuing thereof would violate one or more policies of such Issuing Bank; or (iii) such
Letter of Credit is to be denominated in a currency other than dollars.


 






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(c)            Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the date that is five Business Days prior to
the Maturity Date. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable
Issuing Bank, expire after the fifth Business Day prior to the Maturity Date but on or before the date that is 180 days after the Maturity
Date; provided that the Borrower hereby agrees that it shall provide cash collateral in an amount equal to 102% of the LC Exposure
in respect of any such outstanding Letter of Credit to the applicable Issuing Bank at least 10 days prior to the Maturity Date (or, if
such outstanding Letter of Credit is a Letter of Credit which provides for automatic renewals thereof pursuant to customary evergreen
provisions, no later than the date on which the applicable Issuing Bank would be required to give notice of its intention to not renew
such Letter of Credit pursuant to the terms thereof), which such amount shall be (i) deposited by the Borrower in an account with
and in the name of such Issuing Bank and (ii) held by such Issuing Bank for the satisfaction of the Borrower’s reimbursement
obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration
date beyond the fifth Business Day prior to the Maturity Date shall, to the extent of any undrawn amount remaining thereunder on the Maturity
Date, cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Lenders’ obligations to
participate in Letters of Credit pursuant to clause (d) below. For the avoidance of doubt, if the Maturity Date shall be extended
pursuant to Section 2.21, “Maturity Date” as referenced in this sentence shall refer to the Maturity Date as extended
pursuant to Section 2.21; provided that, notwithstanding anything in this Agreement (including Section 2.21
hereof) or any other Loan Document to the contrary, the Maturity Date and the LC Availability Period, as such terms are used in reference
to any Issuing Bank or any Letter of Credit issued thereby, may not be extended with respect to any Issuing Bank without the prior written
consent of such Issuing Bank.


 






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(d)          Participations. By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each such Lender hereby
acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each such Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s
Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided
in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute
and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter
of Credit (provided that such Letter of Credit shall expire no later than the date set forth in paragraph (c) of this Section), or
the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.


 


(e)          Reimbursement. If
any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by
paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., New York City time, on the Business
Day immediately following the date on which the Borrower shall have received written notice of such LC Disbursement; provided that
the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment
be financed with an ABR Revolving Borrowing and, to the extent so financed, the Borrower’s obligation to make such payment shall
be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by
such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by
the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment
to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing
Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph
to reimburse such Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 






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(f)        Obligations
Absolute.  The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and
all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement,
or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent
or invalid in any respect or any statement therein being untrue or inaccurate in any respect or (iii) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or
equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent,
the Lenders nor any of the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective
of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of
the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability
to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect
of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower and/or its applicable Subsidiary
that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful
misconduct on the part of the applicable Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)         Disbursement
Procedures. The applicable Issuing Bank shall, within the period stipulated by the terms and conditions of the applicable Letter
of Credit, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall
promptly after such examination notify the Administrative Agent and the Borrower in writing of such demand for payment and whether such
Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC
Disbursement.


 


(h)         Interim
Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable
to ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement by the date that is three Business
Days following the date such reimbursement is due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall
apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued
on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall
be for the account of such Lender to the extent of such payment.


 






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(i)          Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives written
notice from the Administrative Agent (at the direction of the Required Lenders) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that
the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause
(h) or (i) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which
investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations of the Borrower
under this Agreement. If the Borrower is required to provide cash collateral in accordance with Section 2.11(b) or 2.20, such
cash collateral shall be deposited and shall be held and applied in accordance with this paragraph. If the Borrower is required to provide
an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the
Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Revolving Credit
Exposure plus the Competitive Loan Exposure would not exceed the total Commitments and no Default shall have occurred and be continuing.
The Borrower hereby agrees that, if at any time any cash collateral is required to be deposited pursuant to this paragraph (i) or
as otherwise provided in this Agreement, it shall grant to the Administrative Agent, for the benefit of each Issuing Bank and the Lenders,
a security interest in all such cash collateral at such time.


 


(j)         Designation
of Additional Issuing Banks. The Borrower may, at any time and from time to time, upon notice to the Administrative Agent, designate
as additional Issuing Banks one or more Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender of
an appointment as an Issuing Bank hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory
to such additional Issuing Bank, executed by the Borrower, the Administrative Agent and such designated Lender and, from and after the
effective date of such agreement, (i) such Lender shall have all the rights and obligations of an Issuing Bank under this Agreement
and (ii) references herein to the term “Issuing Bank” shall be deemed to include such Lender in its capacity as an issuer
of Letters of Credit hereunder.


 






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(k)        Termination
of an Issuing Bank. The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder
by providing a written notice thereof to such Issuing Bank, with a copy to the Administrative Agent. Any such termination shall become
effective upon the earlier of (i) such Issuing Bank acknowledging receipt of such notice and (ii) the 10th Business Day following
the date of the delivery thereof; provided that no such termination shall become effective until and unless the LC Exposure
attributable to Letters of Credit issued by such Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such
termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant
to Section 2.12(b). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party
hereto and shall continue to have all the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by
it prior to such termination, but shall not issue any additional Letters of Credit. Without limiting the foregoing, following the delivery
by the Borrower of any notice of termination in respect of any Issuing Bank (and regardless of whether such notice has become effective),
such Issuing Bank shall have no obligation to issue, amend, renew or extend any Letter of Credit.


 


(l)         Issuing
Bank Exposure Limitation. Notwithstanding anything herein to the contrary, unless a greater amount is otherwise agreed in writing
by the applicable Issuing Bank, no Issuing Bank shall have any obligation hereunder to issue Letters of Credit if, at the time of and
after giving effect to such issuance, the aggregate amount of LC Exposure attributable to Letters of Credit issued by such Issuing Bank
would exceed $200,000,000. Additionally, notwithstanding anything herein to the contrary, the Borrower and any Issuing Bank may separately
agree to any greater or lesser limit on the amount of LC Exposure attributable to Letters of Credit issued by such Issuing Bank.


 


(m)       Issuing
Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition
to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic
activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued
by such Issuing Bank, including all issuances, amendments, renewals and extensions, all expirations and cancellations and all disbursements
and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends any Letter of Credit,
the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed or
extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof
shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such
LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed
to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement and (v) on any other Business
Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.


 






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SECTION 2.07.        Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer
of immediately available funds by 12:00 noon, New York City time (or, in the case of an ABR Borrowing on same day notice, by 3:00 p.m.,
New York City time), to the account of the Administrative Agent most recently designated by it for such purpose by notice to the applicable
Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received to an account
of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request
or Competitive Bid Request; provided that Loans made to finance the reimbursement of an LC Disbursement as provided in
Section 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.


 


(b)        Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of (A) the NYFRB Rate and (B) a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing.
If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing.


 


SECTION 2.08.        Interest
Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in
the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter,
the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving
Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
the Loans comprising such Borrowing, and any Loans resulting from an election made with respect to any such portion shall be considered
a separate Borrowing. Notwithstanding any other provision of this Section, no Borrowing may be converted into or continued as a Borrowing
with an Interest Period ending after the Maturity Date. This Section shall not apply to Competitive Loans, which may not be converted
or continued.


 






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(b)        To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election in writing or by electronic
mail or telecopy by the time and date that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting
a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election
Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Interest Election Request
in a form approved by the Administrative Agent and signed by the Borrower. Notwithstanding any other provision of this Section, the Borrower
shall not be permitted to elect an Interest Period for Eurodollar Loans that does not comply with Section 2.02(d).


 


(c)        Each
written Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)       the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)      the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)     whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)     if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period” and shall end no later than the Maturity
Date.


 


If
any such Interest Election Request requests a Eurodollar Borrowing, but does not specify an Interest Period, then the Borrower shall be
deemed to have selected an Interest Period of one month’s duration.


 


(d)        Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of
such Lender’s portion of each resulting Borrowing.


 


(e)        If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period,
such Eurodollar Revolving Borrowing will be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the written request of the Required Lenders, so notifies the
Borrower (such notification to be promptly confirmed in writing), then, so long as an Event of Default is continuing each outstanding
Eurodollar Revolving Borrowing may only be continued as a Eurodollar Borrowing with an Interest Period of one month.


 






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SECTION 2.09.        Termination
and Reduction of Commitments; Increase of Commitments.


 


(a)             Unless
previously terminated, the Commitments shall terminate on the Maturity Date.


 


(b)             The
Borrower may at any time terminate, or from time to time permanently reduce, the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the
Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.11, the sum of the Revolving Credit Exposure plus the Competitive Loan Exposure would exceed the total Commitments.


 


(c)             The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this
Section at least one Business Day (or such shorter period as may be acceptable to the Administrative Agent) prior to the effective
date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice,
the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to
this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower
may state that such notice is conditioned upon the effectiveness of other credit facilities or other events so specified, 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 termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall
be made ratably among the Lenders in accordance with the amounts of their respective Commitments.


 


(d)            (i) The
Borrower may at any time, by written notice to the Administrative Agent, request Additional Credit Commitments from one or more Additional
Credit Lenders, which may include any existing Lender; provided that at no time after the Effective Date shall the aggregate
amount of Additional Credit Commitments effected pursuant to this paragraph exceed $500,000,000; provided, further, that
each Additional Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the
Borrower (which approvals shall not be unreasonably withheld). Each such notice shall set forth (A) the amount of the Additional
Credit Commitments being requested (which shall be in a minimum amount of $10,000,000) and (B) the date on which such Additional
Credit Commitments are requested to become effective (which shall not be less than 10 days (or such shorter period as may be acceptable
to the applicable Additional Credit Lender) nor more than 45 days after the date of such notice).


 


(ii) The
Borrower and each Person that in its sole discretion agrees to be an Additional Credit Lender in accordance with sub-paragraph (i) above
shall execute and deliver to the Administrative Agent an Additional Credit Assumption Agreement and such other documentation as the Administrative
Agent shall reasonably specify to evidence the Additional Credit Commitment of such Additional Credit Lender. The Administrative Agent
shall promptly notify each Lender as to the effectiveness of each Additional Credit Assumption Agreement. Each of the parties hereto hereby
agrees that, upon the effectiveness of any Additional Credit Assumption Agreement, each such Additional Credit Lender shall, to the extent
not an existing Lender, become a Lender hereunder and this Agreement shall be deemed amended to the extent (but only to the extent) necessary
to reflect the existence and terms of the Additional Credit Commitment evidenced thereby.


 






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(iii) Each
of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure
that, after giving effect to any Additional Credit Commitment pursuant to this Section 2.09(d), the outstanding Loans (if any) are
held by the Lenders in accordance with their new pro rata percentages. This may be accomplished at the discretion of the Administrative
Agent (A) by requiring the outstanding Loans to be prepaid with the proceeds of a new Borrowing, (B) by causing the existing
Lenders to assign portions of their outstanding Loans to Additional Credit Lenders, which assignments shall be deemed to be effective
pursuant to Section 9.04 or (C) by any combination of the foregoing. Notwithstanding the foregoing, in order to eliminate any
break funding liability to the Borrower, if, upon the date that any Additional Credit Commitment becomes effective pursuant to this Section 2.09(d),
there is an unpaid principal amount of Revolving Loans to the Borrower, the principal outstanding amount of all such Revolving Loans shall
(x) in the case of such Revolving Loans which are ABR Loans, be immediately repaid by the Borrower (but all such Revolving Loans
may, on the terms and conditions hereof, be reborrowed on such date on a pro rata basis, based on the revised Commitments as then in effect)
and (y) in the case of such Revolving Loans which are Eurodollar Loans, continue to remain outstanding (notwithstanding any other
requirement in this Agreement that such Revolving Loans be held on a pro rata basis based on the revised Commitments as then in effect)
until the end of the then current Interest Period therefor, at which time such Eurodollar Loans shall be paid by the Borrower to the Lenders
on a pro rata basis, based on their respective Commitments (if any) immediately prior to giving effect to any Additional Credit Commitments
(but all such Revolving Loans may, on the terms and conditions hereof, be reborrowed on such date, and any such reborrowing shall be funded
by the Lenders, including the Lenders holding Additional Credit Commitments, on a pro rata basis based on the Commitments as then in effect).


 


(iv) Notwithstanding
the foregoing, no Additional Credit Commitment shall become effective under this Section 2.09(d) unless on the date of such
effectiveness, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative
Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer.


 


SECTION 2.10.        Repayment of
Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for
the account of each Lender the unpaid principal amount of each Revolving Loan made to the Borrower on the Maturity Date and
(ii) to the Administrative Agent for the account of each Lender that has made a Competitive Loan the unpaid principal amount of
such Competitive Loan on the last day of the Interest Period applicable to such Loan.


 


(b)             Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from
time to time hereunder.


 






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(c)         The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and
Type thereof and the Interest Period, if any, 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) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)        The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall, absent manifest error,
be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that
the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.


 


(e)         Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Borrower and the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in
such form payable to the payee named therein (and its registered assigns).


 


SECTION 2.11.        Prepayment
of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part,
subject to prior notice in accordance with paragraph (d) of this Section and payment, when required thereby, of any amounts
required under Section 2.16; provided that the Borrower shall not have the right to prepay any Competitive Loan
without the prior consent of the Lender thereof.


 


(b)        In
the event and on each occasion that the sum of the Revolving Credit Exposure plus the Competitive Loan Exposure exceeds the total Commitments,
the Borrower shall: first, promptly prepay Revolving Borrowings in an aggregate amount sufficient to eliminate such excess,
and second, to the extent of any remaining excess, or if no Revolving Borrowings are outstanding, promptly make a deposit
in a cash collateral account maintained by the Administrative Agent pursuant to Section 2.06(i) to be held as security for the
Borrower’s obligations in respect of Letters of Credit. To the extent the amount of cash collateral provided hereunder at any time
exceeds the LC Exposure at such time and no Event of Default has occurred and is continuing, the excess thereof shall be returned to the
Borrower.


 


(c)         Prior
to any optional or mandatory prepayment of Borrowings, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify
such selection in the notice of such prepayment pursuant to paragraph (d) below.


 






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(d)        The
Borrower shall notify the Administrative Agent in writing or by electronic mail or telecopy of any prepayment hereunder (i) in the
case of prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon, New York City time, three Business Days before the
date of prepayment or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 10:00 a.m., New York City time,
on the Business Day of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount
of each Borrowing or portion thereof, to be prepaid; provided that, if a notice of prepayment is given in connection
with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same
Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.


 


SECTION 2.12.        Fees.
(a) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender (other than a Defaulting Lender) a facility
fee, which shall accrue at the Applicable Rate on the daily amount of the Commitments of such Lender (whether used or unused) during the
period from and including the Effective Date to but excluding the date on which such Commitments terminate; provided that,
if such Lender continues to have any Revolving Credit Exposure after its Commitments terminate, then such facility fee shall continue
to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates
to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Facility fees accrued through but excluding
the last day of March, June, September and December of each year shall be payable in arrears on the last day of March, June,
September and December of such year and on the date on which all the Commitments terminate, commencing on the first such date
to occur after the Effective Date; provided that any facility fees accruing after the date on which all the Commitments
terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 365 (or 366, as the case may be) days
and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


(b)        The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender (other than a Defaulting Lender to the extent
provided in Section 2.20) a participation fee with respect to its participations in Letters of Credit, which shall accrue on the
average daily amount of such Lender’s LC Exposure in respect of Performance Letters of Credit and Financial Letters of Credit (excluding,
in each case, any LC Exposure attributable to unreimbursed LC Disbursements) at the Applicable Rate for Performance Letters of Credit
or Financial Letters of Credit, as the case may be, during the period from and including the Effective Date to but excluding the later
of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to
each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum, unless a higher or lower rate per annum is separately
agreed upon between an individual Issuing Bank and the Borrower, in each case, on the daily amount of the LC Exposure attributable to
Performance Letters of Credit or Financial Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination
of the Commitments and the date on which there ceases to be any LC Exposure attributable to such Letters of Credit issued by such Issuing
Bank, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter
of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March,
June, September and December of each year shall be payable on the third Business Day following such last day, commencing on
the first such date to occur after the Effective Date; provided that all such fees shall be payable on the later of
the date on which the Commitments terminate and the date on which there shall cease to be any LC Exposure. All participation fees and
fronting fees in respect of Letters of Credit shall be computed on the basis of a year of 365 (or 366, as the case may be) days and shall
be payable for the actual number of days elapsed (including the first day but excluding the last day).


 






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(c)         The
Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed
upon between the Borrower and the Administrative Agent.


 


(d)        All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing
Bank, in the case of fees payable to it) for its own account or, in the case of facility fees and participation fees, for distribution
to the Lenders. Fees paid shall not be refundable under any circumstances.


 


SECTION 2.13.        Interest.
(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


(b)        The
Loans comprising each Eurodollar Borrowing shall bear interest (i) in the case of a Eurodollar Revolving Borrowing, at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate or (ii) in the case of a
Eurodollar Competitive Borrowing, at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus,
as applicable) the Margin applicable to such Borrowing.


 


(c)         Each
Fixed Rate Loan shall bear interest at the Fixed Rate applicable to such Loan.


 


(d)        Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the
rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(e)         Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall
be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the
date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior to the end
of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 






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(f)         All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate 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 in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last
day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.


 


SECTION 2.14.     Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(a)            the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or


 


(b)            the
Administrative Agent is advised by the Required Lenders (or, in the case of a Eurodollar Competitive Loan, the Lender that is required
to make such Loan) that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; then the Administrative
Agent shall give notice thereof to the Borrower and the Lenders in writing or by electronic mail or telecopy as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of
any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar Competitive Borrowing
shall be ineffective; provided that (A) if the circumstances giving rise to such notice
do not affect all the Lenders, then requests by the Borrower for Eurodollar Borrowings may be made to Lenders that are not affected thereby
and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall
be permitted.


 


In
addition to the foregoing, in the event that the Administrative Agent determines at any time (which determination shall be conclusive
absent demonstrable error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required
Lenders, a copy to the Borrower, and in the case of the Borrower, with the reasonable concurrence of the Administrative Agent) that the
Borrower or the Required Lenders (as applicable) have determined, that (i) adequate and reasonable means do not exist for determining
the LIBO Rate and such circumstances are unlikely to be temporary, (ii) the circumstances set forth in clause (i) above have
not arisen but the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest
rates for loans or (iii) a new benchmark interest rate to replace the LIBO Rate has become broadly accepted by the syndicated loan
market in the United States, then the Administrative Agent
and the Borrower shall endeavor to amend this Agreement to establish
an alternate rate of interest to the LIBO 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 together with any proposed LIBOR Successor Rate Conforming Changes, and, notwithstanding any provision
of this Agreement to the contrary, any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth Business Day
after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising
the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment; provided
that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for
the purposes of this Agreement. Until an alternate rate of interest
shall be determined in accordance with this paragraph, the obligation of the Lenders to make or maintain any Eurodollar Borrowing shall
be suspended and each such Borrowing will (to the extent such Eurodollar Borrowing remains outstanding on such day) automatically, on
the last day of the then existing Interest Period therefor, be prepaid by the Borrower or be automatically converted into an ABR Borrowing.


 






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(a)         Notwithstanding
anything to the contrary herein or in any other Loan Document , if a Benchmark Transition Event or an Early Opt-in Election, as applicable,
and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark,
then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder
and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further
action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined
in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting
at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is
provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Lenders comprising the Required Lenders.


 


(b)        In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes (including with respect to Section 2.04) will become effective without
any further action or consent of any other party to this Agreement or any other Loan Document.


 


(c)         The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any Benchmark Replacement Date and the related Benchmark
Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes, (iii) the removal or reinstatement of any
tenor of a Benchmark pursuant to clause (d) below and (iv) the commencement of any Benchmark Unavailability Period.
For the avoidance of doubt, any notice
required to be delivered by the Administrative Agent as set forth in this Section 2.14 may be provided, at the option of the Administrative
Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements
any Benchmark Replacement or Benchmark Conforming Changes. Any determination, decision or election that may be made by the Administrative
Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14 including any determination with respect
to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section 2.14.


 






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(d)        Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including
in connection with the implementation
of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the LIBO Rate) and either (A) any
tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected
by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark
has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,
then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time
to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either
(A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is
not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or
after such time to reinstate such previously removed tenor.


 


(e)         Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for
a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark Unavailability
Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion
to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available
Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in
any determination of ABR.


 


(f)         The
Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (i) the
administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO
Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation any
Benchmark Replacement implemented hereunder), (ii) the composition or characteristics of any such Benchmark Replacement, including
whether it is similar to, or produces the same value or economic equivalence to the LIBO Rate (or any other Benchmark) or have the same
volume or liquidity as did the LIBO Rate (or any other Benchmark), (iii) any actions or use of its discretion or other decisions
or determinations made with respect to any matters covered by this Section 2.14 including, without limitation, whether or not a Benchmark
Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof
of any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by clause (c) above or otherwise
in accordance herewith, and (iv) the effect of any of the foregoing provisions of this Section 2.14.


 






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SECTION 2.15.     Increased
Costs. (a) If any Change in Law shall:


 


(i)     impose,
modify or deem applicable any reserve, special deposit, insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Lender or any Issuing Bank (except for any such requirement reflected in the Adjusted LIBO
Rate);


 


(ii)    impose
on any Lender or Issuing Bank or the London interbank markets any other condition affecting this Agreement or Eurodollar Loans or Fixed
Rate Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)   subject
any Recipient to any Taxes on its Loans, loan principal, Letters of Credit, Commitments, or other obligations, or its deposits, reserves,
other liabilities or capital attributable thereto (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes);


 


and the result of any of the foregoing shall be
to increase the cost to such Lender or such other Recipient of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to increase
the cost to such Lender, any Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of
principal, interest or otherwise), then the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may
be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for
such additional costs incurred or reduction suffered.


 


(b)     If
any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s
holding company, if any, as a consequence of this Agreement or the Loans made, or participations in Letters of Credit held, by such Lender,
or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank, or such Lender’s
or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect
to capital adequacy), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company
for any such reduction suffered, but only to the extent that such Lender has generally requested such compensation from similarly situated
borrowers.


 


(c)     A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank the amount shown as due
on any such certificate within 10 Business Days after receipt thereof.


 






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(d)     Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that, the Borrower shall
not be required to compensate a Lender or any Issuing Bank pursuant to paragraph (a) or (b) of this Section for any increased
costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank notifies the Borrower of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation
therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


(e)     Notwithstanding
the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any
Competitive Loan if the Change in Law that would otherwise entitle it to such compensation shall have been publicly announced prior to
submission of the Competitive Bid pursuant to which such Loan was made.


 


SECTION 2.16.     Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar
Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay
any Eurodollar Loan or Fixed Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice
may be revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the failure to borrow any Competitive
Loan after accepting the Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan other
than on the last day of the Interest Period, as the case may be, applicable thereto as a result of a request by the Borrower pursuant
to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (excluding loss
of anticipated profit) attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued
on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate or Fixed Rate, as applicable, that would have
been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan),
over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in
the London interbank market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant
to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.


 


The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 Business Days after receipt thereof. Notwithstanding the foregoing, the Borrower shall
not be required to compensate a Lender pursuant to this Section 2.16 for any loss, cost or expense incurred more than 180 days prior
to the date that such Lender notifies the Borrower of the event giving rise to such loss, cost or expense and of such Lender’s intention
to claim compensation therefor.


 






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SECTION 2.17.     Taxes.
(a) Each payment by any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such withholding
is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to
withhold any Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant
Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party
shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable
under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.


 


(b)     The
Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


 


(c)     As
soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative
Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(d)     The
Loan Parties shall jointly and severally indemnify each Recipient for any Indemnified Taxes that are paid or payable by such Recipient
in connection with any Loan Document (including amounts paid or payable under this Section 2.17(d)) and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. The indemnity under this Section 2.17(d) shall be paid within 10 days after the Recipient delivers to
any Loan Party a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient and describing the basis
for the indemnification claim; provided that no Loan Party shall be required to indemnify any Recipient pursuant to this
paragraph for any such Indemnified Taxes (including expenses arising therefrom or with respect thereto) paid by the Recipient more than
180 days prior to the date that the Recipient notifies the applicable Loan Party of such payment by the Recipient of such Indemnified
Taxes and of the Recipient’s intention to claim indemnification therefor. Such certificate shall be conclusive of the amount so
paid or payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent.


 


(e)     Each
Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent
that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any
Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.17(e) shall be paid within 10
days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by
the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.


 






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(f)     (i) Any
Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments 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, or at a reduced rate of, withholding. In addition, any Lender, if requested by either
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by 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 any withholding (including 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 Section 2.17(f)(ii)(A) through
(E) below) shall not be required if in the Lender’s 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. Upon the reasonable
request of the Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to
this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete
or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration,
obsolescence or inaccuracy) notify the Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy
and update the form or certification if it is legally eligible to do so.


 


(ii)     Without
limiting the generality of the foregoing, any Lender shall, if it is legally eligible to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies reasonably requested by the Borrower and the Administrative Agent) on or prior to the date on which such
Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:


 


(A)     in
the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup
withholding tax;


 


(B)     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 (1) with
respect to payments of interest under any Loan Document, IRS Form W-8BEN or IRS Form 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 (2) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form 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;


 






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(C)     in
the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with such
Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;


 


(D)     in
the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Code both (1) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, and (2) a certificate substantially
in the form of Exhibit C (a “U.S. Tax Certificate”) to the effect that such Lender is not (a) a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within
the meaning of Section 881(c)(3)(B) of the Code (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;


 


(E)     in
the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including an entity treated
as a partnership for U.S. federal income tax purposes or a participating Lender) (1) an IRS Form W-8IMY on behalf
of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that
would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however,
that if the Lender is a partnership (and not a participating Lender) and one or more of its partners are claiming the exemption for portfolio
interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate on behalf of such partners; or


 


(F)     any
other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such
supplementary documentation necessary to enable the Borrower or the Administrative Agent to determine the amount of Tax (if any) required
by law to be withheld.


 


(iii) 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 Withholding Agent, at the time or times prescribed by law and at such time
or times reasonably requested by the Withholding 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 Withholding Agent as may be necessary for the Withholding Agent
to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations
under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f)(iii),
 “FATCA” shall include any amendments made to Sections 1471 through 1474 of the Code, and any regulations or official interpretations
thereof, after the Effective Date.


 






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(g)     If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been
indemnified pursuant to this Section 2.17 (including additional amounts paid pursuant to this Section 2.17), it shall pay to
the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with
respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified
party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnifying party pursuant
to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such
indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.17(g),
in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 2.17(g) if
such payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified
party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.17(g) shall
not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which
it deems confidential) to the indemnifying party or any other Person.


 


(h)    For
purposes of Section 2.17(e) and (f), the term “Lender” includes any Issuing Bank.


 


(i)     [reserved].


 


(j)     Each
party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under this Agreement and the other Loan Documents.


 


SECTION 2.18.     Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.


 


(a)     Except
as otherwise provided in Section 2.06(e), the Borrower shall make each payment required to be made by it hereunder or under any other
Loan Document (whether of principal, interest or fees, reimbursements of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent for the account of the applicable Lenders or Issuing Bank or, in any such case, to such other account as the Administrative Agent
shall from time to time specify in a notice delivered to the Borrower, except payments to an Issuing Bank as expressly provided herein
and payments pursuant to Sections 2.15 (other than paragraph (b) thereof), 2.16, 2.17 and 9.03 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. Any payment required to be made by the Administrative Agent shall be deemed
to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make
such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative
Agent to make such payment.


 






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(b)     If
at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully all amounts of
principal, unreimbursed LC Disbursements, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with
the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal
and unreimbursed LC Disbursements then due to such parties.


 


(c)     If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of its Revolving Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations
in the Revolving Loans or participations in LC Disbursements, as applicable, of other Lenders to the extent necessary so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Revolving Loans or participations in LC Disbursements; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law,
that any Lender or Issuing Bank acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights
of set-off and counterclaim with respect to such participation as fully as if such Lender or such Issuing Bank were a direct
creditor of the Borrower in the amount of such participation.


 


(d)     Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment,
then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and
a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 






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(e)     If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(d) or (e), 2.07(b) or paragraph
(d) of this Section 2.18, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid.


 


SECTION 2.19.     Mitigation
Obligations; Replacement of Lenders. (a) If any Lender (including any Issuing Bank) requests compensation under Section 2.15,
or if the Borrower is required to pay any additional amount to any Lender (including any Issuing Bank) or any Governmental Authority for
the account of any Lender (including any Issuing Bank) pursuant to Section 2.17, then such Lender (including such Issuing Bank) shall
use reasonable efforts to designate a different lending office for funding or booking its Loans (or issuing its Letters of Credit) hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of
such Lender (including such Issuing Bank), such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender (including such Issuing Bank)
to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender (including such Issuing Bank). The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender (including any Issuing Bank) in connection with any such
designation or assignment.


 


(b)     If
(i) any Lender (including any Issuing Bank) requests compensation under Section 2.15, (ii) the Borrower is required to
pay any additional amount to any Lender (including any Issuing Bank) or any Governmental Authority for the account of any Lender (including
any Issuing Bank) pursuant to Section 2.17, (iii) any Lender has become a Defaulting Lender, (iv) any Lender has failed
to consent to a proposed amendment, waiver, discharge or termination that under Section 9.02 requires the consent of all the Lenders
(or all the affected Lenders) and with respect to which the Required Lenders shall have granted their consent or (v) any Lender is
a Declining Lender under Section 2.21, 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 Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or
2.17) and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the
Borrower shall have received the prior written consent of the Administrative Agent and each Issuing Bank, which consents shall not unreasonably
be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans) and participations in LC Disbursements which have been funded by and not reimbursed to such Lender, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, 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), (C) in the case of any such assignment resulting from
a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result
in a reduction or elimination in such compensation, payments or additional interest, (D) in the case of any such assignment and delegation
resulting from the failure to provide a consent, the assignee shall have given such consent and, as a result of such assignment and delegation
and any contemporaneous assignments and delegations and consents, the applicable amendment, waiver, discharge or termination can be effected
and (E) in the case of any such assignment and delegation in respect of a Lender where such Lender (or any Affiliate thereof) is
an Issuing Bank, the Borrower shall, substantially simultaneously with such assignment and transfer, terminate such Lender (or, at the
request of any such Affiliate, such Affiliate) as an Issuing Bank in accordance with Section 2.09. A Lender shall not be required
to make any such assignment and delegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation have ceased to apply. Each party hereto agrees that an assignment and
delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the
Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.


 






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SECTION 2.20.     Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)     except
to the extent provided to the contrary in paragraph (iv) of Section 2.20(c) below, facility fees shall cease to accrue
pursuant to Section 2.12(a) on the unused amount of the Commitment of such Defaulting Lender;


 


(b)     the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or
any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any
amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other
modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02,
require the consent of such Defaulting Lender in accordance with the terms hereof;


 


(c)     if
any LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)     the
LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective
Applicable Percentages but only to the extent that the sum of all Non-Defaulting Lenders’ Revolving Credit Exposures plus
such Defaulting Lender’s LC Exposure does not exceed the sum of all Non-Defaulting Lenders’ Revolving Credit Commitments;


 


(ii)     if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall, within two Business
Days following notice by the Administrative Agent, cash collateralize for the benefit of the Issuing Banks the portion of such Defaulting
Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.06(i) for
so long as such LC Exposure is outstanding;


 






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(iii)     if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower
shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such portion
of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)     if
any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the
Lenders pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted to give effect to such reallocation; and


 


(v)      if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility fees
that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s
Commitment utilized by such LC Exposure) and participation fees payable under Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably based on the amount of such Defaulting
Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure
is reallocated and/or cash collateralized; and


 


(d)     so
long as such Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit, unless
in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be fully covered
by the Commitments of the Non-Defaulting Lenders and/or cash collateral provided by the Borrower in accordance with Section 2.20(c),
and participating interests in any such issued, amended, renewed or extended Letter of Credit will be allocated among the Non-Defaulting Lenders
in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein).


 


In
the event that (x) a Bankruptcy Event with respect to a Lender Parent shall have occurred following the Effective Date and for so
long as such Bankruptcy Event shall continue or (y) any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling
its obligations under one or more other agreements in which such Lender commits to extend credit, no Issuing Bank shall be required to
issue, amend, renew or extend any Letter of Credit, unless such Issuing Bank shall have entered into arrangements with the Borrower or
such Lender satisfactory to such Issuing Bank to defease any risk to it in respect of such Lender hereunder.


 


In
the event that the Administrative Agent, the Borrower and each Issuing Bank each agree that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the
inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other
Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its
Applicable Percentage. Subject to Section 9.16, no reallocation hereunder shall constitute a waiver or release of any claim of any
party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender
as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 






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SECTION 2.21.     Extension
of Maturity Date. (a) The Borrower may, by delivery of a Maturity Date Extension Request to the Administrative Agent (which
shall promptly deliver a copy thereof to each of the Lenders) not less than 30 days prior to the then existing maturity date for Commitments
hereunder (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date in accordance
with this Section 2.21. Each Maturity Date Extension Request shall (i) specify the date to which the Maturity Date is sought
to be extended, (ii) specify the changes, if any, to the Applicable Rate to be applied in determining the interest payable on Revolving
Loans of, and fees payable hereunder to, Consenting Lenders in respect of that portion of their Commitments (and related Revolving Loans)
extended to such new Maturity Date and the time as of which such changes will become effective (which may be prior to the Existing Maturity
Date), and (iii) specify any other amendments or modifications to this Agreement to be effected in connection with such Maturity
Date Extension Request; provided that no such changes or modifications requiring approvals pursuant to Section 9.02(b) shall
become effective prior to the then existing Maturity Date unless such other approvals have been obtained. In the event a Maturity Date
Extension Request shall have been delivered by the Borrower, each Lender shall have the right to agree to the extension of the Existing
Maturity Date and other matters contemplated thereby on the terms and subject to the conditions set forth therein (each Lender agreeing
to the Maturity Date Extension Request being referred to herein as a “Consenting Lender” and each Lender not agreeing
thereto being referred to herein as a “Declining Lender”), which right may be exercised by written notice thereof,
specifying the maximum amount of the Commitment of such Lender with respect to which such Lender agrees to the extension of the Maturity
Date, delivered to the Borrower (with a copy to the Administrative Agent) not later than a day to be agreed upon by the Borrower and
the Administrative Agent following the date on which the Maturity Date Extension Request shall have been delivered by the Borrower (it
being understood that any Lender that shall have failed to exercise such right as set forth above shall be deemed to be a Declining Lender).
If a Lender elects to extend only a portion of its then existing Commitment, it will be deemed for purposes hereof to be a Consenting
Lender in respect of such extended portion and a Declining Lender in respect of the remaining portion of its Commitment. If Consenting
Lenders shall have agreed to such Maturity Date Extension Request in respect of Commitments held by them, then, subject to paragraph
(d) of this Section, on the date specified in the Maturity Date Extension Request as the effective date thereof (the “Extension
Effective Date”), (i) the Existing Maturity Date of the applicable Commitments shall, as to the Consenting Lenders, be
extended to such date as shall be specified therein, (ii) the terms and conditions of the Commitments of the Consenting Lenders
(including interest and fees (including Letter of Credit fees) payable in respect thereof), shall be modified as set forth in the Maturity
Date Extension Request and (iii) such other modifications and amendments hereto specified in the Maturity Date Extension Request
shall (subject to any required approvals (including those of the Required Lenders) having been obtained) become effective.


 






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(b)           Notwithstanding
the foregoing, the Borrower shall have the right, in accordance with the provisions of Sections 2.19 and 9.04, at any time prior to the
Existing Maturity Date, to replace a Declining Lender (for the avoidance of doubt, only in respect of that portion of such Lender’s
Commitments subject to a Maturity Date Extension Request that it has not agreed to extend) with a Lender or other financial institution
that will agree to such Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting
Lender in respect of the Commitment assigned to and assumed by it on and after the effective time of such replacement.


 





(c)           If
a Maturity Date Extension Request has become effective hereunder:


 


(i)            not
later than the Business Day prior to the Existing Maturity Date, the Borrower shall make prepayments of Loans and shall provide cash
collateral in respect of Letters of Credit in the manner set forth in Section 2.11, such that, after giving effect to such prepayments
and such provision of cash collateral, the aggregate credit exposures outstanding as of such date will not exceed the aggregate Commitments
of the Consenting Lenders extended pursuant to this Section 2.21 (and the Borrower shall not be permitted thereafter to request
any Loan or any issuance, amendment, renewal or extension of a Letter of Credit if, after giving effect thereto, the aggregate credit
exposures outstanding would exceed the aggregate amount of the Commitments so extended); and


 


(ii)            on
the Existing Maturity Date, the Commitment of each Declining Lender shall, to the extent not assumed, assigned or transferred as provided
in paragraph (b) of this Section, terminate, and the Borrower shall repay all the Revolving Loans of each Declining Lender, to the
extent such Revolving Loans shall not have been so purchased, assigned and transferred, in each case together with accrued and unpaid
interest and all fees and other amounts owing to such Declining Lender hereunder (accordingly, the Commitment of any Consenting Lender
shall, to the extent the amount of such Commitment exceeds the amount set forth in the notice delivered by such Lender pursuant to paragraph
(a) of this Section, be permanently reduced by the amount of such excess, and the Borrower shall prepay the proportionate part of
the outstanding Revolving Loans of such Consenting Lender, in each case together with accrued and unpaid interest thereon to but excluding
the Existing Maturity Date and all fees and other amounts payable in respect thereof on or prior to the Existing Maturity Date), it being
understood that such repayments may be funded with the proceeds of new Revolving Borrowings made simultaneously with such repayments
by the Consenting Lenders, which such Revolving Borrowings shall be made ratably by the Consenting Lenders in accordance with their extended
Commitments.


 


(d)           Notwithstanding
the foregoing, no Maturity Date Extension Request shall become effective hereunder unless, on the Extension Effective Date, the conditions
set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references
to such Maturity Date Extension Request) and the Administrative Agent shall have received a certificate to that effect dated such date
and executed by a Financial Officer.


 


(e)           Notwithstanding
any provision of this Agreement to the contrary, it is hereby agreed that no extension of an Existing Maturity Date in accordance with
the express terms of this Section 2.21, or any amendment or modification of the terms and conditions of the Commitments and Revolving
Loans of the Consenting Lenders effected pursuant thereto, shall be deemed to (i) violate the last sentence of Section 2.09(c) or
Section 2.18(b) or 2.18(c) or any other provision of this Agreement requiring the ratable reduction of Commitments or
the ratable sharing of payments or (ii) require the consent of all Lenders or all affected Lenders under Section 9.02(b).


 






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(f)           The
Borrower, the Administrative Agent and the Consenting Lenders may enter into an amendment to this Agreement to effect such modifications
as may be necessary to reflect the terms of any Maturity Date Extension Request that has become effective in accordance with the provisions
of this Section 2.21.


 


ARTICLE III


 


Representations
and Warranties


 


The Borrower represents and
warrants (as to itself and its own Subsidiaries) to the Lenders that:


 


SECTION 3.01.     Organization;
Powers. The Borrower and each Significant Subsidiary (a) is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted
and is qualified to do business in every jurisdiction where such qualification is required, and (c) is in good standing in every
jurisdiction where such qualification is required except, in each case (other than in respect of the Borrower in the case of preceding
clause (a)), where the failure to be so organized, validly existing and in good standing, have such requisite power and authority or
be so qualified and in good standing, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect or a material adverse effect on the validity or enforceability of the Loan Documents (taken as a whole).


 


SECTION 3.02.     Authorization;
Enforceability. The Transactions are within the Borrower’s and the Guarantor’s corporate powers and have been duly authorized
by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower
and constitutes, and the Guarantee Agreement when executed and delivered by the Guarantor, will constitute, a legal, valid and binding
obligation of the Borrower or the Guarantor, as the case may be, enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.


 


SECTION 3.03.     Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except where
the failure to obtain such consent or approval, to so register or file or to take such other action, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on the rights and remedies (taken
as a whole) of the Lenders under the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, except for such
violations (other than in respect of any charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries)
that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or a material adverse effect
on the rights and remedies (taken as a whole) of the Lenders under the Loan Documents, (c) will not violate or result in a default
under any material indenture, agreement or other instrument binding upon the Borrower or any of the Subsidiaries or its assets, or give
rise to a right thereunder to require any payment to be made by the Borrower or any of the Subsidiaries, except for such violations or
defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or a material adverse
effect on the validity or enforceability of the Loan Documents (taken as a whole) or the rights and remedies (taken as a whole) of the
Lenders under the Loan Documents, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower
or any of the Subsidiaries.


 






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SECTION 3.04.     Financial
Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet
and statements of income, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries as of and for the
fiscal year ended December 31, 20182020,
reported on by Ernst & Young LLP, independent registered public accounting firm. Such financial statements present fairly, in
all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries
as of such dates and for such periods in accordance with GAAP.


 


(b)          Since
December 31, 20182020,
there has been no material adverse change in the business, assets, operations or financial condition of the Borrower and its Subsidiaries,
taken as a whole.


 


SECTION 3.05.     Properties.
(a) The Borrower and each Significant Subsidiary has good title to, or valid leasehold interests in, all its real and personal property,
except for (a) minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes or (b) any such title or leasehold interests that, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.


 


(b)          The
Borrower and each Significant Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to the business of the Borrower and its Subsidiaries taken as a whole, and the use thereof by the Borrower or such
Significant Subsidiary does not infringe upon the rights of any other Person, except for any such ownership, licenses or infringements
that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.06.     Litigation
and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries (i) which
would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters)
or (ii) that involve this Agreement or the Transactions.


 






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(b)          Except
for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower nor any of the Subsidiaries (i) has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability.


 


SECTION 3.07.    Compliance
with Laws. The Borrower and each Subsidiary is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect.


 


SECTION 3.08.     Investment
Company Status. Neither the Borrower nor the Guarantor is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.


 


SECTION 3.09.     Taxes.
The Borrower and each Subsidiary has filed or caused to be filed on a timely basis (taking into account all extensions granted by the
applicable Governmental Authority) all United States federal and applicable foreign, state and local Tax returns and reports and all
other Tax returns and reports which are required to be filed and have paid or caused to be paid all Taxes required to have been paid
by it, except (a) such Taxes, if any, as are being contested in good faith by appropriate proceedings as to which adequate reserves
have been provided in accordance with GAAP or (b) to the extent the failure to do so would not reasonably be expected to have a
Material Adverse Effect.


 


SECTION 3.10.     ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.


 


SECTION 3.11.     Disclosure.
Other than as set forth on Schedule 3.11, as of the First
Amendment Effective Date, neither the Information Memorandum nor any of the other reports,
financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement (as modified or supplemented by other information so furnished on or prior
to the First
Amendment Effective Date) contains any material misstatement of fact or omits to state
any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.


 






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SECTION 3.12.     Federal
Regulations. The proceeds of the Loans will be used only for general corporate purposes (including to effect
the Effective Date Refinancing and to pay the Transactions Costs). No part of the proceeds of any Loan will be used to
purchase or carry any Margin Stock in violation of Regulation U or X of the Board. As of the Effective Date, if the full amount of the
Lenders’ Commitments were used to purchase Margin Stock, no more than 25% of the value of the assets of the Borrower, or of the
Borrower and its Subsidiaries taken as a whole, which are subject to the restrictions contained in Article VI, would constitute
Margin Stock. If the proceeds of any Loan are to be used in a manner which would cause such Loans to be classified as “purpose
loans” under Regulation U, then at the time of the making of such Loan and at the time of the making of each Loan thereafter (after
applying the proceeds of all Loans then being or theretofore made), no more than 25% of the value of the assets of the Borrower, or of
the Borrower and its Subsidiaries taken as a whole, which are subject to the restrictions contained in Article VI shall constitute
Margin Stock. If at any time the representation set forth in the preceding sentence would be required to be made but cannot be made by
the Borrower, such representation shall not be required to be made; provided that the Borrower shall at all times thereafter
comply with Article X.


 





SECTION 3.13.     Subsidiaries.
Schedule 3.13 sets forth as of the Effective Date a list of all Subsidiaries and the percentage ownership (directly or indirectly) of
the Borrower therein. Except to the extent that would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, the shares of capital stock or other ownership interests so indicated on Schedule 3.13 are fully paid and non-assessable and
are owned by the Borrower, directly or indirectly, free and clear of all Liens other than Liens permitted under Section 6.02(a),
(c), (f) or, to the extent applicable to any of the foregoing paragraphs of Section 6.02, 6.02(i).


 


SECTION 3.14.     Anti-Corruption
Laws and Sanctions. None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their
respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary
that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing
or Letter of Credit, use of proceeds or other transaction contemplated by the Credit Agreement will violate Anti-Corruption
Laws or applicable Sanctions.


 


SECTION 3.15.     USA
PATRIOT Act. To the extent applicable, the Borrower and each Subsidiary is in compliance in all material respects with the USA PATRIOT
Act.


 


ARTICLE IV


 


Conditions


 


SECTION 4.01.     Effective
Date. The obligations of the Lenders and the Issuing Banks hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)            The
Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement duly signed on behalf
of such party and any promissory notes requested by a Lender at least three Business Days prior to the Effective Date.


 






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(b)            The
Guarantee Agreement shall have been duly executed and delivered to the Administrative Agent by Newmont USA.


 





(c)            The
Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of White & Case LLP, New York counsel for the Borrower and the Guarantor.


 


(d)            The
Administrative Agent shall have received a certificate, dated the Effective Date and signed by the president, a vice president or a Financial
Officer of each of the Loan Parties, certifying (A) that attached thereto is a true and complete copy of the articles or certificate
of incorporation of such Loan Party, certified by the relevant authority of the jurisdiction of organization of such Loan Party and a
true and complete copy of the bylaws of such Loan Party and (B)(x) that attached thereto is a true and complete copy of resolutions
or written consents of its board of directors authorizing the execution, delivery and performance of this Agreement and the other Loan
Documents to which it is a party and (y) as to the incumbency and genuineness of the signature of the officers, directors or other
authorized signatories of each Loan Party, executing this Agreement and the other Loan Documents to which it is a party.


 


(e)            The
Administrative Agent shall have received a certificate, dated the Effective Date and signed by the president, a vice president or a Financial
Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.


 


(f)            The
Effective Date Refinancing shall have been consummated (or shall be consummated substantially concurrently with the occurrence of the
Effective Date).


 


(gf)          The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required
to be paid or reimbursed by any Loan Party to the Administrative Agent or the Arrangers in connection with the Transactions.


 


(hg)         So
long as reasonably requested by the Administrative Agent or an Arranger at least ten Business Days prior to the Effective Date,
the Administrative Agent and Arrangers shall have received, at least two Business Days prior to the Effective Date, all documentation
and other information with respect to the Loan Parties that is required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT Act, which shall include, solely to the extent the Borrower
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification.


 


SECTION 4.02.     Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Banks to issue, amend,
renew or extend any Letter of Credit hereunder (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments
that do not increase the stated face amount of such Letter of Credit) is subject to the satisfaction (or waiver in accordance with Section 9.02)
of the following conditions:


 






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(a)            The
representations and warranties of the Borrower set forth in this Agreement shall (other than the representations and warranties set forth
in Sections 3.04(b) and 3.06 and except as expressly provided in the last sentence of Section 3.12) be true and correct in
all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case such
representations shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment,
renewal or extension of such Letter of Credit (other than automatic renewals thereof pursuant to customary evergreen provisions or amendments
that do not increase the stated face amount of such Letter of Credit), as applicable (except to the extent expressly made as of another
date, in which case such representations and warranties shall be true and correct in all material respects as of such other date).


 





(b)            At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit,
as applicable, no Default shall have occurred and be continuing.


 


(c)            At
the time of the making of the first Loan or issuance of a Letter of Credit, if any, when the representation in the fourth sentence of
Section 3.12 would be required to be made, but cannot be made, then as a condition precedent to such Borrowing or issuance of a
Letter of Credit, the Borrower shall have delivered to the Administrative Agent a Form F.R. G-3 or Form F.R. U 1,
as applicable, for each Lender, duly completed by the Borrower in conformity with Regulation U of the Board.


 


Each Borrowing and each request
for the issuance, amendment, renewal or extension of a Letter of Credit (other than automatic renewals thereof pursuant to customary
evergreen provisions or amendments that do not increase the stated face amount of such Letter of Credit) shall be deemed to constitute
a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of
this Section.


 


ARTICLE V


 


Affirmative
Covenants


 


Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all
Letters of Credit have expired or terminated or fully cash collateralized or supported by a backstop letter of credit, in either case,
in a manner reasonably satisfactory to the applicable Issuing Bank and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:


 


SECTION 5.01.     Financial
Statements and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender:


 


(a)            within
100 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on by Ernst & Young LLP or other independent registered public accounting firm of
recognized national standing (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit other than any exception solely as a result of (x) an upcoming maturity date under any
Indebtedness occurring within one year from the time such opinion is delivered or (y) any actual or potential inability to satisfy
any financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied (it being understood that the foregoing can be satisfied by delivery
of the Borrower’s relevant Form 10-K);


 






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(b)            within
55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet
and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the
then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods
of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting
fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on
a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence
of footnotes (it being understood that the foregoing can be satisfied by delivery of the Borrower’s relevant Form 10-Q);


 


(c)            concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer (i) certifying
as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.01
and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial
statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate; and


 


(d)            promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower
or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative
Agent) may reasonably request.;
and


 


(e)            promptly
following a change or discontinuation in an ESG Score from that in effect on the First Amendment Effective Date, an ESG Certificate setting
forth the most recent ESG Scores and attaching thereto the relevant ESG Report. Non-compliance with this clause by the Borrower will
not constitute a default by the Borrower or the Guarantor of any of their respective obligations hereunder or under any other Loan Document,
and will not result in any Default or Event of Default.


 


SECTION 5.02.     Notices
of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:


 


(a)            the
occurrence of any Default or Event of Default;


 


(b)            the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the
Borrower or any Subsidiary as to which there is a reasonable possibility of an adverse determination and which, if adversely determined,
would reasonably be expected to result in a Material Adverse Effect;


 






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(c)            the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to
result in a Material Adverse Effect; and


 


(d)            any
other development, including without limitation any development relating to an Environmental Liability, that results in, or would reasonably
be expected to result in, a Material Adverse Effect.


 


Each notice delivered
under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting
forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03.     Existence;
Conduct of Business. (a) The Borrower will, and will cause each of its Significant Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence and (b) the Borrower will, and will cause
each of its Significant Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect
the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Borrower and its Subsidiaries
taken as a whole; provided that the foregoing shall not (i) prohibit any merger, consolidation, liquidation, dissolution
or sale permitted (or not restricted) under this Agreement or (ii) require the maintenance of such legal existence (other than in
respect of any Loan Party) or any such right, license, permit, privilege or franchise where the failure to maintain same would not reasonably
be expected to have a Material Adverse Effect.


 


SECTION 5.04.     Payment
of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its Tax liabilities that, if not paid, would reasonably
be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity
or amount thereof is being contested in good faith by appropriate proceedings and (b) the Borrower or such Subsidiary has set aside
on its books adequate reserves with respect thereto in accordance with GAAP.


 


SECTION 5.05.     Maintenance
of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, in good working order and condition,
ordinary wear and tear and damage by casualty excepted, and (b) maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar locations, except, in each case, where the failure to do so would not reasonably be expected to result
in a Material Adverse Effect.


 






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SECTION 5.06.         Books
and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities.
The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, up
to once per fiscal year and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its
books and records, and to discuss its affairs, finances and condition with its officers and independent accountants; provided
that when an Event of Default has occurred and is continuing, the Administrative Agent (or any of its representatives) may do any of
the foregoing at any time during normal business hours and upon reasonable advance written notice to the Borrower.


 


SECTION 5.07.         Compliance
with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of
any Governmental Authority, including without limitation all Environmental Laws, applicable to it or its property, except where the failure
to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 5.08.         Use
of Proceeds. The proceeds of the Loans will be used for general corporate purposes (including, on
the Effective Date, to effect the Effective Date Refinancing and to pay Transaction Costs). No part of the proceeds of
any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X (after giving effect to Article X). Letters of Credit will be issued only to support obligations incurred
by the Borrower and its subsidiaries in their business operations.


 


SECTION 5.09.         Further
Assurances.  The Borrower will, and will cause the Guarantor to, execute any and all further documents, agreements and instruments,
and take all further actions that may be required under any applicable law or regulation, or that the Administrative Agent may reasonably
request, to cause the Guarantee Requirement to be and remain satisfied at all times, subject to Section 9.14.


 


ARTICLE VI


 


Negative
Covenants


 


Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters
of Credit have expired or terminated or fully cash collateralized or supported by a backstop letter of credit, in either case, in a manner
reasonably satisfactory to the applicable Issuing Bank and all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:


 


SECTION 6.01.         Consolidated
Indebtedness. The Borrower will not, as of the last day of any fiscal quarter, permit Total Indebtedness as of such date to exceed
an amount equal to 62.5% of Total Capitalization as of such date.


 






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SECTION 6.02.         Liens.
The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it, except:


 


(a)            Permitted
Encumbrances;


 


(b)            any
Lien on any property or asset of the Borrower or any Subsidiary existing on the First
Amendment Effective Date and (to the extent securing Indebtedness in excess of $50,000,000)
set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower
or any Subsidiary and (ii) such Lien shall secure only those obligations which it secured on the First
Amendment Effective Date;


 


(c)            any
Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property
or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that
(i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as
the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such
Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary,
as the case may be;


 


(d)            Liens
(including Liens arising in connection with any Capital Lease Obligation) on fixed or capital assets acquired, constructed or improved
by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01,
(ii) such security interests and the Indebtedness secured thereby are incurred prior to, at the time of, or within 180 days after
such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the
cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any
other property or assets of the Borrower or any Subsidiary;


 


(e)            [reserved];


 


(f)             Liens
securing Indebtedness otherwise permitted pursuant to this Agreement incurred in connection with the development, construction or operation
of a project developed or constructed after the Effective Date so long as such Liens encumber only the project itself and/or the ownership
interest held by the Borrower or any Subsidiary therein;


 


(g)            Liens
on cash or cash equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness, each in accordance with
the terms thereof;


 


(h)            Liens
not otherwise permitted by this Section 6.02 which, in the aggregate, secure Indebtedness and other obligations not exceeding (as
to the Borrower and all of its Subsidiaries) the greater of (x) $1,750,000,000 and (y) 5.0% of Consolidated Net Tangible Assets
in aggregate principal amount at any time outstanding;


 


(i)            Liens
in respect of the cash collateralization of (i) Letters of Credit pursuant to Section 2.11(b), (ii) any Defaulting Lender’s
participation in Letters of Credit as contemplated by this Agreement and (iii) (x) letters of credit issued under other bank
credit facilities permitted by this Agreement to the extent the aggregate stated face amounts of such letters of credit exceed the commitments
under the applicable bank credit facility and (y) any defaulting lender’s participation in letters of credit or swingline
loans under other bank credit facilities permitted by this Agreement; and


 






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(j)            extensions,
renewals, refinancings or replacements of any Lien referred to in paragraphs (b), (c), (d), (e), (f) and (g) of this Section 6.02; provided that
the principal amount of the Indebtedness or obligation secured thereby is not increased (except by the amount of any accrued and unpaid
interest or premium in connection therewith and any reasonable fees associated with such extension, renewal, refinancing or replacement)
and that any such extension, renewal or replacement is limited to the property originally encumbered thereby.


 


SECTION 6.03.         Fundamental
Changes. The Borrower will not merge into or consolidate with any other Person, nor permit any other Person to merge into or consolidate
with it, or sell, transfer (including pursuant to a Delaware LLC Division), lease or otherwise dispose of (in one transaction or in a
series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (in each case, whether
now owned or hereafter acquired) or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing:


 


(a)            any
Subsidiary may merge or consolidate with the Borrower;


 


(b)            the
Borrower and its Subsidiaries may sell, transfer (including pursuant to a Delaware LLC Division), lease or otherwise dispose of assets
between or among one another; and


 


(c)            the
Borrower may merge or consolidate with any other Person or transfer all or substantially all of its assets to any other Person so long
as:


 


(i)                the
Borrower is the surviving corporation or the surviving corporation (if the surviving corporation is not the Borrower) or the transferee
of the Borrower’s assets in connection with a transfer of assets pursuant to this Section 6.03(c) shall assume all of
the Loans and other obligations of the Borrower under this Agreement pursuant to an Assumption Agreement substantially in the form of
Exhibit B; and


 


(ii)               the
credit rating for Index Debt of the surviving corporation or the transferee of the Borrower’s assets in connection with a transfer
of assets pursuant to this Section 6.03(c) from either Moody’s or S&P immediately after such transaction is at least
equal to the credit rating for Index Debt of the Borrower immediately prior to the initial public announcement of such transaction; provided that
in any event the requirements of this clause (ii) shall be deemed satisfied if the surviving corporation or the transferee of the
Borrower’s assets in connection with a transfer of assets pursuant to this Section 6.03(c) has a credit rating after
such merger or consolidation of at least BBB, in the case of S&P, or Baa2, in the case of Moody’s.


 


SECTION 6.04.         Anti-Corruption
Laws and Sanctions. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall take
reasonable steps to ensure that none of its Subsidiaries and its or their respective directors, officers, employees and agents shall
use, the proceeds of any Borrowing or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (b) for
the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any
Sanctioned Country in violation of any applicable Sanctions.


 






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ARTICLE VII


 


Events
of Default


 


If any of the following events
(“Events of Default”) shall occur:


 


(a)            the
Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof
or at a date fixed for prepayment thereof or otherwise;


 


(b)            the
Borrower shall (i) fail to pay (A) any interest on any Loan, (B) any reimbursement obligation in respect of any LC Disbursement,
or (C) any regularly accruing fees hereunder, when and as the same shall become due and payable, and such failure shall continue
unremedied for a period of three Business Days or (ii) fail to pay any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue
for 15 days after the Borrower is notified thereof by the Administrative Agent or any Lender;


 


(c)            any
representation or warranty made or deemed made by or on behalf of the Borrower in or in connection with this Agreement or any amendment
or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to
or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect
in any material respect when made or deemed made;


 


(d)            the
Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a) (in the case of
a failure to give notice of an Event of Default), 5.03 (with respect to the Borrower’s existence) or 5.08 or Article VI;


 


(e)            the
Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified
in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice
thereof from the Administrative Agent to the Borrower (which notice will be given at the request of the Required Lenders);


 


(f)            the
Borrower or any Significant Subsidiary shall fail to make any payment of principal or interest (and regardless of amount) in respect
of any Material Indebtedness (other than Non-Recourse Indebtedness), when and as the same shall become due and payable (after
giving effect to the period of grace, if any, provided in the instrument or agreement relating to such Material Indebtedness);


 






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(g)            any
event or condition occurs (i) that results in any Material Indebtedness (other than Non-Recourse Indebtedness) becoming due
prior to its scheduled maturity or (ii) that enables or permits (with or without the giving of notice, the lapse of time or both)
the holder or holders of any Material Indebtedness (other than Non-Recourse Indebtedness) or any trustee or agent on its or
their behalf to cause any such Material Indebtedness (other than any Non-Recourse Indebtedness) to become due, or to require
the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;


 


(h)            an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of the Borrower or any Significant Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Significant Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;


 


(i)             the
Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of
this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for the Borrower or any Significant Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors
or (vi) take any corporate action for the purpose of effecting any of the foregoing;


 


(j)             one
or more judgments for the payment of money in an aggregate amount in excess of $150,000,000 (excluding any amount paid or covered by
independent third-party insurance as to which the insurer has been notified of such judgment and has not denied coverage) shall be rendered
against the Borrower, any Significant Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60
consecutive days during which execution shall not be effectively stayed (or, in the case of a judgment in a jurisdiction other than the
United States of America or any political subdivision thereof, such longer period as the Borrower and the Administrative Agent shall
agree in good faith; provided that the Borrower or such Significant Subsidiary shall be contesting such execution in
accordance with appropriate proceedings; provided, further, that the Administrative Agent shall not agree
to an additional period in excess of 120 consecutive days without the consent of the Required Lenders), or any action shall be legally
taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Significant Subsidiary to enforce any such judgment;


 


(k)            an
ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected
to result in a Material Adverse Effect;


 


(l)             a
Change in Control shall occur;


 






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(m)           the
Borrower or any Significant Subsidiary (i) shall fail to make any payment or delivery in respect of any Material Commodity Hedging
Indebtedness, and (ii) after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of,
an acceleration of obligations under, or an early termination of, the Commodity Hedging Agreement under which such Material Commodity
Hedging Indebtedness arises, and (iii) the Borrower or such Significant Subsidiary shall fail to make any payment due under such
Commodity Hedging Agreement as a result of such liquidation, acceleration or early termination within the period provided under such
Commodity Hedging Agreement;


 


(n)            except
as provided in Section 9.14, the Guarantee Agreement shall cease to be enforceable with respect to the Guarantor or the Guarantor
shall assert in writing that the Guarantee Agreement or any guarantee thereunder has ceased to be or is not enforceable;


 


(o)            the
Borrower shall fail to comply with Section 2.21(c); or


 


(p)            the
Borrower shall fail to provide cash collateral in respect of any outstanding Letter of Credit having an expiration date after the fifth
Business Day prior to the Maturity Date by the date that is 10 days prior to the Maturity Date in an amount equal to 102% of the LC Exposure
in respect of such Letter of Credit and otherwise in accordance with Section 2.06(c) and such failure shall remain unremedied
on the fifth Business Day prior to the Maturity Date;


 


then, and in every such
event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon
the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of
the Borrower accrued hereunder, shall become due and payable immediately, and (iii) require the deposit of cash collateral in respect
of LC Exposure as provided in Section 2.06(i), in each case without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of
this Article, the Commitments shall automatically terminate, the principal of the Loans and, together with accrued interest thereon and
all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, and the deposit of such
cash collateral in respect of LC Exposure shall immediately and automatically become due, in each case without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower.


 


ARTICLE VIII


 


The
Administrative Agent


 


Each of the Lenders and the
Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors
to serve as administrative agent under the Loan Documents, and authorizes the Administrative Agent to take such actions and to exercise
such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as
are reasonably incidental thereto.


 






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The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender
or Issuing Bank and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder
and without any duty to account therefor to the Lenders.


 


The Administrative Agent
shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise
any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the
Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion,
could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly
set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to the Borrower, any Subsidiary or any other Affiliate of any of the foregoing that is communicated
to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall
not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under
the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or wilful misconduct, as determined
by a court of competent jurisdiction by a final and non-appealable judgment. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, a Lender
or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction
of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required
to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being
acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall
not have any liability arising from (A) any confirmation of the Revolving Credit Exposure or the component amounts thereof or (B) any
determination as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit.


 






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The Administrative Agent
shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person
in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative
Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone
and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents
for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation
thereof. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.


 


The Administrative Agent
may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may
perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.


 


It
is understood and agreed that the Administrative Agent and the Sustainability Agent make no assurances as to (i) whether this Agreement
meets any criteria or expectations of the Borrower or any Lender with regard to environmental impact and sustainability performance,
or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators included
in the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any
industry standards for sustainability-linked credit facilities. It is further understood and agreed that neither the Administrative Agent
nor the Sustainability Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating
any calculation by the Borrower of (i) the relevant sustainability performance targets and/or key performance indicators or (ii) any
Sustainability Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any ESG
Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry, when implementing any
such pricing adjustment).


 


Subject to the terms of this
paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative
Agent shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, with the consent of the Borrower (which consent shall not to be unreasonably
withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative
Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent reasonably acceptable to the Borrower,
which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment
as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Following the effectiveness of the Administrative
Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory,
reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.


 






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If the Person serving as
Administrative Agent is a Defaulting Lender, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing
to the Borrower and such Person remove such Person as Administrative Agent and, with the prior written consent of the Borrower, appoint
a successor. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the removed Administrative Agent, and the removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents.


 


Each Lender and Issuing Bank
acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender or Issuing
Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent, the Arrangers or any other Lender or Issuing Bank, or any of the Related
Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.


 


Each Lender, by delivering
its signature page to this Agreement and any funding of its Loans on the Effective Date, or delivering its signature page to
an Assignment and Acceptance or an Additional Credit Assumption Agreement pursuant to which it shall become a Lender hereunder, shall
be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered
to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.


 


Notwithstanding anything
herein to the contrary, neither the Arrangers nor any Person named on the cover page of this Agreement as a Syndication Agent or
a Documentation Agent shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as
applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder.


 






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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 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 Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments, or this Agreement,


 


(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), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and 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 Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, 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.


 


In
addition, unless sub-clause (i) in the immediately preceding paragraph is true with respect to a Lender or such Lender has provided
another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding paragraph, 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 and not, for the avoidance of doubt, to or for
the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such
Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of
Credit, 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 hereto or thereto).


 






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The provisions
of this Article are solely for the benefit of the Administrative Agent, the Lenders (except as provided herein with respect to consent
rights over successor Administrative Agents) and the Issuing Banks, and neither the Borrower nor any other Loan Party shall have any
rights as a third party beneficiary of any such provisions.


 


(v)


 


(a)(i)            If
the Administrative Agent notifies a Lender, an Issuing Bank, or other recipient that the Administrative Agent has determined in
its sole discretion that any funds received by such recipient from the Administrative Agent or any of its Affiliates were erroneously
transmitted to, or otherwise erroneously or mistakenly received by, such recipient (whether or not known to such recipient)  (any
such funds whether as a payment, prepayment or repayment of principal, interest, fees or other amounts; a distribution or otherwise;
individually and collectively, a “Payment” and any such recipient, an “Unintended Recipient”) and demands the
return of such Payment (or a portion thereof), such Unintended Recipient shall promptly, but in no event later than one Business Day
thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made,
in immediately available funds, together with interest thereon in respect of each day from and including the date such Payment (or portion
thereof) was received by such Unintended Recipient to the date such amount is repaid to the Administrative Agent at a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


 


(ii)               
To the extent permitted by applicable law, each party hereto shall not assert any right or claim to the Payment, and hereby waives, 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 Payments received, including without limitation waiver of any defense based on “discharge for value”
or any similar doctrine.


 


(iii)               A
notice of the Administrative Agent to any Unintended Recipient under this clause (a) shall be conclusive, absent manifest error.


 


(b)              
If an Unintended Recipient receives a Payment 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 or calculation statement sent
by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”),


 


(y)              
that was not preceded or accompanied by a Payment Notice, or


 






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(z)                that
such Unintended Recipient otherwise becomes aware was transmitted, or received, in error or mistake (in whole or in part) or such Payment
is otherwise inconsistent with such recipient’s or market expectations,


 


in
each case, an error shall be presumed to have been made with respect to such Payment absent written confirmation from the Administrative
Agent to the contrary.  Upon demand from the Administrative Agent, such Unintended Recipient shall promptly, but in
no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof)
as to which such a demand was made.


 


(c)           The
Borrower and the Guarantor hereby agree that the receipt by an Unintended Recipient of a Payment shall not pay, prepay, repay, discharge
or otherwise satisfy any Obligations owed to such Unintended Recipient by the Borrower or the Guarantor.


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01.         Notices.
Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by telecopy, as follows:


 


(a)            if
to the Borrower, to it at 6363 South Fiddlers Green Circle, Greenwood Village, Colorado 80111, Attention of Treasurer (Telecopy No. (303) 837-5150), Attention:
Treasurer;


 


(b)            if
to the Administrative Agent, to it at 1615 Brett Road, Building #3, New Castle, Delaware 19720, Attention of Bank Loan Syndications (Telecopy
No. (646) 274-5080; Email


 


GLAgentOfficeOps@citi.com
with a copy to AgencyABTFSupport@citi.com);


 


(b)            if
to any Issuing Bank, to it at the address most recently specified by it in a notice delivered to the Administrative Agent and the Borrower;


 


(c)            if
to any Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire; and


 


(d)            notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved
by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent and the applicable Lender. 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.


 


Any party hereto may
change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices
and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt.


 






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SECTION 9.02.          Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder
and under any other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or
the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent,
any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time.


 


(b)        Except
as provided in Section 2.21, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or
by the Borrower and the Administrative Agent with the consent of the Required Lenders, or in the case of the Guarantee Agreement, the
Guarantor; provided that no such agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or the amount of any LC Disbursement or reduce the rate of
interest thereon (other than a waiver of post-default additional interest as specified in Section 2.13(a)) (it
being understood that any amendments to Section 2.14 or to the component definitions thereof shall not constitute a reduction in
rate of interest), or reduce any fees payable to any Lender hereunder, without the written
consent of each Lender adversely affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan
or the scheduled date of payment of any LC Disbursement, or any interest thereon (other than a waiver of post-default additional interest
as specified in Section 2.13(d)) (it
being understood that any amendments to Section 2.14 or to the component definitions thereof shall not constitute an extension to
the date of any payment of interest), or any fees payable hereunder, or reduce the amount
of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of
each Lender adversely affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby or (v) change
any of the provisions of this Section 9.02(b) or the definition of “Required Lenders” (other than any change to
the definition of “Required Lenders” necessary for any new class of Lenders to be treated on the same basis as existing Lenders)
or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided, further, that
no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or any Issuing Bank hereunder
without the prior written consent of the Administrative Agent or such Issuing Bank. Notwithstanding any of the foregoing, (A) no
consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of
(1) any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or
(iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be affected by such amendment,
waiver or other modification or (2) any Lender that receives payment in full of the principal of and interest accrued on each Loan
made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan
Documents at the time such amendment, waiver or other modification becomes effective and whose Commitments terminate by the terms and
upon the effectiveness of such amendment, waiver or other modification, (B) any provision of this Agreement or any other Loan Document
may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission,
defect or inconsistency so long as, in each case, the Lenders shall have received at least five Business Days prior written notice thereof
and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written
notice from (x) the Required Lenders stating that the Required Lenders object to such amendment or (y) any Issuing Bank affected
by such amendment stating that it objects to such amendment, and (C) this Agreement may be amended to provide for Additional Credit
Commitments in the manner contemplated by Section 2.09(d) and the extension of the Maturity Date as provided in Section 2.21,
in each case without any additional consents.


 



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SECTION 9.03.    Expenses;
Indemnity; Damage Waiver. (a) If the Effective Date occurs, the Borrower shall pay (i) all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent, the Sustainability
Agent and the Arrangers and their respective Affiliates, including the reasonable and
documented fees, charges and disbursements of counsel for the Administrative Agent and
the Sustainability Agent, in connection with the syndication of the credit facility provided
for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions hereof
or thereof, (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all documented out-of-pocket expenses
incurred by the Administrative Agent, the Sustainability
Agent the Arrangers or, after the occurrence of an Event of Default, any Issuing Bank
or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the
Sustainability Agent, any Issuing Bank or any Lender, in connection with the enforcement
or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans or Letters of Credit; provided that the Borrower, in connection with the foregoing,
shall only be required to pay the fees and expenses of (A) one counsel engaged to represent the Administrative Agent and the
Sustainability Agent (B) in the case of the preceding clause (iii), (1) one
joint counsel engaged to represent all Issuing Banks, the Administrative Agent, the Sustainability
Agent, the Arrangers and all Lenders (taken together), plus one additional counsel for
each of the parties taken as a whole who are similarly situated in the event any Issuing Bank or Lender shall have reasonably determined,
or been advised by counsel, that there are or may be actual conflicts of interest, including situations in which one or more legal defenses
available to it are different from or in addition to those available to any other Issuing Bank or Lender, and (2) such other joint
local counsel in any applicable material jurisdiction engaged to represent the Administrative Agent, the
Sustainability Agent and all Issuing Banks and all Lenders as may be required in the reasonable
judgment of the Administrative Agent and
the Sustainability Agent.


 



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(b)       The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Sustainability
Agent, the Arrangers, each Issuing Bank and each Lender, and each Related Party of any
of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to
the documented fees, charges and disbursements of one counsel for the Indemnitees, taken as a whole, and, if necessary, one local counsel
in any applicable material jurisdiction plus one additional counsel (and one additional local counsel in each applicable material jurisdiction)
for each of the parties taken as a whole who are similarly situated in the event any Indemnitee shall have reasonably determined, or
been advised by counsel, that there are or may be conflicts of interest, including situations in which one or more legal defenses available
to it are different from or in addition to those available to any other Indemnitee, incurred by or asserted against any Indemnitee arising
out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding (regardless of
whether any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party, the Borrower or any Affiliate
of the Borrower)) relating to (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated hereby
or thereby, the syndication of Commitments hereunder, the performance by the parties to the Loan Documents of their obligations hereunder
or thereunder or the consummation of the Transactions or any other transactions contemplated hereby or thereby, (ii) any Loan or
Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of
Credit) or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any
of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence, bad faith or wilful misconduct of such Indemnitee (or any Related Party of such
Indemnitee) or, solely in the case of a claim initiated by the Borrower, material breach of such Indemnitee’s obligations under
the Loan Documents in bad faith or (B) arise out of disputes solely among Indemnitees and not arising out of any act or omission
by the Borrower or any of its Subsidiaries (other than any disputes against the Administrative Agent, any Issuing Bank or the Arrangers
in its capacity as such). This Section 9.03(b) shall not apply with respect to Taxes.


 



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(c)        To
the extent that the Borrower fails to pay any amount required to be paid by them to the Administrative Agent (or any sub-agent thereof),
the Sustainability Agent or any Issuing Bank or any Related Party of any of the foregoing,
under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent (or any sub-agent hereof),
the
Sustainability Agent, such Issuing Bank or such Related Party, as the case may be, such
Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought),
of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the Administrative Agent,
the Sustainability Agent or such Issuing Bank in its capacity as such.


 


(d)        To
the extent permitted by applicable law, (i) the Borrower shall not assert, or permit any of their Affiliates or Related Parties
to assert, and each hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or
other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), unless
caused by such Indemnitee’s gross negligence, bad faith or willful misconduct or any material breach of such Indemnitee’s
obligations hereunder (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (ii) no
party hereto shall, nor shall it permit any of its Affiliates or Related Parties to assert, and each hereby waives, any claim against
any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this
clause (ii) will limit the Borrower’s obligations as set forth in paragraph (b) above.


 


(e)        All
amounts due under this Section shall be payable promptly after written demand therefor.


 


SECTION 9.04.        Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except
that the Borrower may not (except as otherwise provided herein) assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall
be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter
of Credit) and the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 



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(b)       Any
Lender may assign to one or more commercial banks or other financial institutions (but, for the avoidance of doubt, not to any natural
person or Disqualified Lender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it and amounts in respect of Letters of Credit at the time owing to it); provided that
(i) each of the Borrower (except in the case of an assignment to a Lender or an Affiliate of a Lender), the Administrative Agent
and any Issuing Bank must give their prior written consent to such assignment which such consents shall not be unreasonably withheld,
(ii) the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the Administrative Agent), if less than the entire remaining amount of
the assigning Lender’s commitment, shall not in any event be less than $5,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of
outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500 (unless such processing and recordation fee has been waived
by the Administrative Agent in its sole discretion), (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire, (vi) no such assignment shall be made to any Defaulting Lender or any of its subsidiaries,
or any Person, who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (vi) and
(vii) no such assignment shall be made to the Borrower or any of the Borrower’s Subsidiaries; and provided, further,
that any consent of the Borrower otherwise required under the preceding proviso of this paragraph (b) shall (1) not be required
if an Event of Default under clauses (a), (b), (h) or (i) of Article VII (with respect to the Borrower) has occurred and
is continuing and (2) for any assignment, be deemed to have been given by the Borrower, unless it shall object to such assignment
by written notice to the Administrative Agent within ten Business Days after having first received notice thereof. Subject to acceptance
and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment
and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment
and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be
a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.


 


(c)        The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in New York, New York
a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount of and stated interest on the Loans and LC Disbursements owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest
error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender (as to its own interest), at any reasonable
time and from time to time upon reasonable prior notice.


 



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(d)        Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed
Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder),
the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information
contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.


 


(e)        Any
Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations to one or more banks
or other entities (but, for the avoidance of doubt, not to any natural person or any Disqualified Lender) (a “Participant”),
other than the Borrower or any of the Borrower’s Subsidiaries, in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans and LC Disbursements owing to it); provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing
Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any
provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of the
first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under
Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to
the participating Lender or Issuing Bank)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions
of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive
any greater payment under Sections 2.15 or 2.17, with respect to any participation, than its participating Lender or Issuing Bank would
have been entitled to receive. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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, Letters of Credit or its
other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment,
Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations
and Section 1.163-5(b) of the United States Proposed Treasury Regulations (or any amended or successor version). The entries
in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any 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.


 



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(f)        Each
Lender agrees that it will only provide to a Participant information relating to the Borrower and its Subsidiaries that (i) is or
becomes generally available to the public other than as a result of a disclosure by such Lender or its agents, employees or advisors
or (ii) becomes available on a non-confidential basis, in each case other than from a source which is bound by a confidentiality
agreement with the Borrower.


 


(g)        Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.


 


SECTION 9.05.      Survival.
All covenants, agreements, representations and warranties made by the Borrower herein, in the other Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have
been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any
Loans and the issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or
any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter
of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and
9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.


 


SECTION 9.06.    Integration;
Effectiveness. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective on the Effective Date.


 


SECTION 9.07.      Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions of such Loan Document; and the invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.


 



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SECTION 9.08.       Right
of Setoff. If the Loans shall have become due and payable, each Lender and each of its Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement
held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations
may be unmatured. The rights of each Lender under this Section are in addition to and shall not limit other rights and remedies
(including other rights of setoff) which such Lender may have.


 


SECTION 9.09.   Governing
Law; Jurisdiction; Consent to Service of Process. (a) This Agreement and the other Loan Documents and the rights and obligations
of the parties hereunder and thereunder shall be construed in accordance with and governed by the law of the State of New York.


 


(b)        The
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document
shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.


 


(c)        The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.


 


(d)        Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 (other than
by electronic communications or telecopy). Nothing in this Agreement or any other Loan Document will affect the right of any party hereto
or thereto to serve process in any other manner permitted by law.


 



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SECTION 9.10.   WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11.   Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 9.12.   Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority or self-regulatory body, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process (in which case, the Administrative Agent, such Issuing Bank or such Lender shall (except with respect
to any audit or examination conducted by bank accountants or any self regulatory authority or governmental or regulatory authority exercising
examination or regulatory authority), to the extent not inconsistent with applicable law or regulation or such Person’s internal
policies, use reasonable efforts to promptly inform the Borrower thereof), (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those
of this Section, to any assignee or prospective assignee (other than, for the avoidance of doubt, any Disqualified Lender) of any of
its rights or obligations under this Agreement (provided that no Information may be disclosed to any participant or prospective
participant without the consent of the Borrower, which consent may be withheld by the Borrower in its sole discretion), (g) to any
direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related
to the obligations under this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential), (h) to any credit insurance provider
relating to the Borrower and its obligations (it being understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such Information confidential), (i) with the consent of the Borrower,
or (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other
than the Borrower not subject (to the knowledge of the Administrative Agent, such Issuing Bank or such Lender) to a confidentiality agreement
with the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower
relating to the Borrower or its business, 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; provided that, in the case of information received from
the Borrower after the Effective Date, 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.


 



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SECTION 9.13.   USA
PATRIOT Act. Each Lender that is subject to the USA PATRIOT Act and each Issuing Bank hereby notifies each Loan Party that pursuant
to the requirements of the USA PATRIOT Act, it may be required to obtain, verify and record information that identifies such Loan Party,
which information includes the name, address and tax identification number of such Loan Party and other information that will allow such
Lender to identify such Loan Party in accordance with the Act. Each Loan Party shall promptly, following a request by the Administrative
Agent, any Lender or any Issuing Bank, provide all documentation and other information that the Administrative Agent, such Lender or
such Issuing Bank reasonably requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the Act.


 


SECTION 9.14.   Release
of Newmont USA as a Guarantor. Newmont USA shall automatically be released from its obligations as a Guarantor under the Loan
Documents upon the consummation of any transaction permitted by this Agreement as a result of which Newmont USA (a) ceases to be
a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction
and the terms of such consent shall not have provided otherwise, or (b) is released from its obligations under the Guarantee Agreement
pursuant to the terms thereof. In connection with any termination or release pursuant to this Section, the Administrative Agent shall
execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence
such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty
by the Administrative Agent.


 


SECTION 9.15.   No
Fiduciary Relationship. The Borrower, on behalf of itself and the Subsidiaries, agrees that in connection with all aspects of the
transactions contemplated hereby and any communications in connection therewith, the Borrower and the Subsidiaries, on the one hand,
and the Administrative Agent, the Sustainability
Agent, the Lenders, the Issuing Banks and their Affiliates, on the other hand, will have
a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent,
the Sustainability Agent, the Lenders, the Issuing Banks or their Affiliates, and no such
duty will be deemed to have arisen in connection with any such transactions or communications. The Administrative Agent, the Sustainability
Agent, the Arrangers, the Lenders, the Issuing Banks and their Affiliates may be engaged,
for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of
the Borrower and the Subsidiaries, and none of the Administrative Agent, the Sustainability
Agent, the Arrangers, the Lenders, the Issuing Banks or their Affiliates has any obligation
to disclose any of such interests to the Borrower or any of the Subsidiaries. To the fullest extent permitted by law, the Borrower hereby
agrees not to assert any claims that it or any of the Subsidiaries may have against the Administrative Agent, the Sustainability
Agent, the Arrangers, the Lenders, the Issuing Banks and their Affiliates with respect
to any alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 



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SECTION 9.16.   Acknowledgement
and Consent to Bail-In of EEAAffected
Financial Institutions. Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any EEAAffected
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 any EEAthe
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 an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder thatwhich
may be payable to it by any party hereto that is an EEAAffected
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 EEAAffected
Financial Institution, its parent undertakingentity,
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 EEAapplicable
Resolution Authority.


 


SECTION 9.17.   Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements
or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to
be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 



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In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under
a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and
obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such
QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise
apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised
to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the
Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it
is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights
of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 


ARTICLE X


 


Treatment
of Loans for Purposes of Regulation U


 


SECTION 10.01.     Treatment
for Purposes of Regulation U. The Borrower and the Lenders agree that, (i) if at any time the proceeds of any Loans are to be
used in any manner which would cause such Loans to be classified as “purpose loans” under Regulation U of the Board (all
such Loans being herein referred to as “Purpose Loans” and all other Loans being herein referred to as “Non-Purpose Loans”),
and (ii) if at the time of the making of any Loan after giving effect to which Purpose Loans are outstanding and the representation
contained in the fourth sentence of Section 3.12 cannot be made, the Borrower shall so notify the Administrative Agent (and the
Administrative Agent shall so notify the Lenders) prior to the making of each such Loan (specifying the amount to be so used) and, from
and after such date, this Article X shall apply.


 


SECTION 10.02.      Allocation
of Credit. The Loans made hereunder by each Lender shall at all times be treated for purposes of Regulation U as three separate extensions
of credit (the “A Credit”, the “B Credit” and the “C Credit” of such Lender;
collectively, the “A Credits”, the “B Credits” and the “C Credits”), as follows:


 


(a)        the
principal amount of the A Credit of such Lender shall be an amount equal to the aggregate of the A Portions of all Purpose Loans made
by such Lender (for purposes of this Article X, the “A Portion” of any Purpose Loan shall be a portion of the
original principal amount of such Purpose Loan equal to such Lender’s Commitment Percentage of the maximum loan value of the Margin
Stock (including the Margin Stock to be purchased with such Purpose Loan) referred to in Section 10.03(a) (minus any part of
such Margin Stock allocated by such Lender under this paragraph (a) to prior Purpose Loans made by it) as determined by such Lender
at the time of the making of such Purpose Loan in accordance with Regulation U) minus all payments and prepayments applied thereto in
accordance with Sections 10.03(a) and (b) and Section 10.04;


 



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(b)            the
principal amount of the B Credit of such Lender shall be an amount equal to the aggregate of the B Portions of all Purpose Loans made
by such Lender (for purposes of this Article X, the “B Portion” of any Purpose Loan shall mean the difference
between the original principal amount of such Purpose Loan and the A Portion of such Purpose Loan) minus all payments and prepayments
applied thereto in accordance with Sections 10.03(a) and (b) and Section 10.04; and


 


(c)            the
principal amount of the C Credit of such Lender shall be an amount equal to the aggregate of the portions (the “C Portions”)
of all Loans made by such Lender other than the A Portions and the B Portions of such Loans minus all payments and prepayments applied
thereto in accordance with Sections 10.03(a) and (b) and Section 10.04.


 


SECTION 10.03.     Allocation
of Collateral. (a) The benefits of negative pledges in favor of the Lenders (direct and indirect) in the Margin Stock and the
proceeds thereof provided for by this Agreement shall be allocated to the payment of the principal of and interest on the A Credits of
the Lenders and of all other amounts payable by the Borrower under this Agreement in connection with the A Credits (collectively, the
 “A Credit Amounts”); after the payment in full of the A Credit Amounts such benefits shall be allocated to the payment
of the principal of and interest on first the B Credits of the Lenders and of all other amounts payable by the Borrower under this Agreement
in connection with the B Credits (collectively, the “B Credit Amounts”) and second the C Credits of the Lenders and
of all other amounts payable by the Borrower under this Agreement in connection with the C Credits (collectively, the “C Credit
Amounts”). The Borrower agrees that it shall not, and shall not permit any of its subsidiaries to, sell, transfer or otherwise
dispose of any shares of Margin Stock, or otherwise withdraw or substitute any direct or indirect security for any Purpose Loans, unless
after giving effect thereto and to any prepayments of Loans to be made in connection therewith, such sale, transfer, disposition or other
withdrawal or substitution would be permissible under Section 221.3(f) of Regulation U.


 


(b)            The
benefits of the negative pledges in favor of the Lenders (direct and indirect) in the assets of the Borrower other than Margin Stock provided
for by this Agreement shall be allocated first to the payment of the B Credit Amounts and second to the payment of the C Credit Amounts;
and only after the payment in full of all B Credit Amounts and C Credit Amounts, to the payment of the A Credit Amounts.


 


(c)             Each
Lender will mark its records to identify irrevocably the A Credit of such Lender with the benefits described in paragraph (a) of
this Section 10.03 and the B Credit of such Lender with the benefits described in paragraph (b) of this Section 10.03 upon
which it is relying as security for the B Credit and the C Credit of such Lender with the benefits described in paragraph (b) of
this Section 10.03 upon which it is relying as security for the C Credit.


 






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(d)            In
order to better enable the Lenders to comply with paragraph (c) of this Section 10.03, Purpose Loans shall be treated as separate
and distinct “Loans” (A Credits, being credits for which the Lender is relying upon Margin Stock as security and B Credits,
being credits for which the Lender is relying upon assets other than Margin Stock as security) and shall be treated as separate and distinct
from Non-Purpose Loans (C Credits, being credits for which the Lender is relying as security on assets other than the assets
required to secure the A Credits and B Credits) for purposes of borrowings, payments, prepayments and conversions of Loans under this
Agreement and the determination of Interest Periods with respect thereto.





 


SECTION 10.04.     Allocation
of Payments. Except as otherwise specifically provided in this Agreement (but in any event subject to the requirements of Regulation
U), all payments and prepayments by the Borrower of the Loans shall be applied first to the payment or prepayment of the A Credits, second
to the payment or prepayment of the B Credits and third to the payment or prepayment of the C Credits; provided that
each such payment and prepayment made with funds derived from assets subject to the provisions of paragraph (b) of Section 10.03
shall be applied first to the payment or prepayment of the B Credit Amounts, second to the payment or prepayment of the C Credit Amounts
and third to the payment or prepayment of the A Credit Amounts; and provided, further, that each such payment
and prepayment made with funds derived from assets subject to the provisions referred to in paragraph (a) of Section 10.03 shall
be applied first to the payment or prepayment of the A Credit Amounts, second to the payment or prepayment of the B Credit Amounts and
third to the payment or prepayment of the C Credit Amounts.


 


SECTION 10.05.      Information.
The Borrower will furnish to each Lender, prior to the making of any Loan or at any time thereafter upon the request of such Lender, such
information as such Lender may require to distinguish between Purpose Loans and Non-Purpose Loans and to determine the A, B
and C Portions thereof, and from time to time such other information as such Lender may require to comply with paragraphs (c) and
(d) of Section 10.03 and with Section 10.04 and to further determine compliance with Regulation U, and such documents as
such Lender may require to comply with Regulation U.


 


SECTION 10.06.     Individual
Lender Responsibility. Each Lender shall be responsible for its own compliance with and administration of the provisions of this Article X,
and the Administrative Agent shall have no responsibility for any determinations or allocations (including, without limitation, any allocations
of payments or prepayments) made or to be made by any Lender as required by such provisions. Notwithstanding anything else provided herein,
nothing contained in this Article X shall bind any Lender to act (or to fail to act) in any manner that could cause such Lender to
violate, or could result in the violation of, any applicable law, rule, regulation or order of any Governmental Authority.


 


[Signature pages follow]


 



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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.


 


	 	NEWMONT MINING CORPORATION, as Borrower
	 	 
	 	 
	 	By:	                
	 	 	Name: 
	 	 	Title:



  


[Newmont – Credit Agreement
(2019) - Signature Pages]


 



    


     


    










 


	 	CITIBANK, N.A., as Administrative Agent, an Issuing Bank and a Lender
	 	 
	 	 
	 	By:	               
	 	 	Name: 
		 	Title:



 


[Newmont – Credit Agreement
(2019) - Signature Pages]


 









    


     


    













 


	 	JPMORGAN CHASE BANK, N.A., as an Issuing Bank and a Lender
	 	 
	 	 
	 	By:	            
	 	 	Name: 
	 	 	Title:



 


[Newmont – Credit Agreement
(2019) - Signature Pages]


 






    


     


    










 


	 	BANK OF MONTREAL, CHICAGO BRANCH, as an Issuing Bank and a Lender
	 	 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:



 





[Newmont – Credit Agreement
(2019) - Signature Pages]


 



    


     


    













 


	 	THE BANK OF NOVA SCOTIA, as an Issuing Bank and a Lender
	 	 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:



 





[Newmont – Credit Agreement
(2019) - Signature Pages]


 









    


     


    

 


	 	BNP PARIBAS, as an Issuing Bank and a Lender
	 	 
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:



 








[Newmont – Credit Agreement
(2019) - Signature Pages]


 






    


     


    




 



	 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH as an Issuing Bank and a Lender
	 	 
	 	 
	 	By:	                             
	 	 	Name: 
	 	 	Title:



 






     


     


    

 


Annex A


 


[Schedules]


 


SCHEDULE
2.01               COMMITMENTS


 


	Lender	 	Allocation	 
	1	 	Citibank, N.A.	 	$	215,000,000	 
	2	 	Bank of Montreal, Chicago Branch	 	$	215,000,000	 
	3	 	JPMorgan Chase Bank, N.A.	 	$	215,000,000	 
	4	 	The Bank of Nova Scotia	 	$	215,000,000	 
	5	 	BNP Paribas	 	$	215,000,000	 
	6	 	The Toronto-Dominion Bank, New York Branch	 	$	215,000,000	 
	7	 	Banco Santander, S.A., New York Branch	 	$	165,000,000	 
	8	 	Bank of America, N.A.	 	$	165,000,000	 
	9	 	Credit Suisse AG, New York Branch	 	$	165,000,000	 
	10	 	MUFG Bank, Ltd.	 	$	165,000,000	 
	11	 	PNC Bank, National Association	 	$	165,000,000	 
	12	 	Royal Bank of Canada	 	$	165,000,000	 
	13	 	Sumitomo Mitsui Banking Corporation	 	$	165,000,000	 
	14	 	US Bank National Association	 	$	165,000,000	 
	15	 	Australia and New Zealand Banking Group Limited	 	$	97,500,000	 
	16	 	Goldman Sachs Bank USA	 	$	97,500,000	 
	17	 	National Bank of Canada	 	$	97,500,000	 
	18	 	Standard Chartered Bank	 	$	97,500,000	 
		 	Total	 	$	3,000,000,000	 



 






     


     


    

 


[Schedules Omitted Pursuant to Item 601(a)(5) of
Regulation S-K]


 


SCHEDULE
2.06          EXISITNG LETTERS OF CREDIT


 


SCHEDULE
3.06          DISCLOSED MATTERS


 


SCHEDULE
3.11          DISCLOSURE


 


SCHEDULE
3.13          SUBSIDIARIES


 


SCHEDULE
6.02          EXISITING LIENS


 






     


     


    

 


Annex B


 


EXHIBIT F


 


FORM OF ESG CERTIFICATE


 


[DATE]


 


To: Citibank, N.A., as Administrative
Agent and Sustainability Agent

under the Credit Agreement referenced below


 


Ladies and Gentlemen:


 


Reference is made to the Credit Agreement, dated
as of April 4, 2019, by and among Newmont Corporation (the “Borrower”), Citibank, N.A., as Administrative Agent
and Sustainability Agent, and the other financial institutions from time to time party thereto (as amended by that certain First Amendment,
and as otherwise amended, supplemented, amended and restated, or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms used but not defined herein shall have the meaning set forth in the Credit Agreement.


 


This
is an ESG Certificate delivered pursuant to Section 5.01(e) of the Credit Agreement. The undersigned hereby certifies that
the ESG Scores of the Borrower set forth in the ESG Report dated [  ],
are [ ]. Attached hereto is a true, correct and complete copy of such ESG Report. Based solely on the foregoing, the applicable
Sustainability Adjustment is [ ]. Accordingly, effective as of [ ] and for the duration of the applicable Sustainability
Adjustment Period, the Applicable Rate shall be (i) [ ] for Eurodollar Loans, (ii) [ ] for ABR Loans, (iii) [
] for the Facility Fee, (iv) [ ] for Financial LCs and (v) [ ] for Performance LCs.


 


	 	Newmont Corporation
	 	 
	By:     	 
	Name:	 
	Title: