Exhibit 10.1


 


Execution Version


FIFTH AMENDMENT

TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


This
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 31,
2021 and is entered into by and among ACCO Brands Corporation, a Delaware corporation (“Holdings”), ACCO Brands Australia
Holding Pty. Ltd. (the “Australian Borrower”), Bank of America, N.A., as administrative agent (in such capacity, the
 “Administrative Agent”) acting with the consent of each of the Required Lenders (as defined in the Credit Agreement
referenced below, the “Required Lenders”) and each of the Consenting Lenders (as defined below), the Required Lenders
and Consenting Lenders that are delivering Lender Consents (as defined below) and the Guarantors listed on the signature pages hereto,
and is made with reference to that certain Third Amended and Restated Credit Agreement, dated as of January 27, 2017 (as amended
by the First Amendment to Third Amended and Restated Credit Agreement, dated as of July 26, 2018, the Second Amendment to Third Amended
and Restated Credit Agreement, dated as of May 23, 2019, the Third Amendment to Third Amended and Restated Credit Agreement, dated
as of May 1, 2020, the Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of November 10, 2020 and as
further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”
and the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), by and among Holdings, certain
Subsidiaries of Holdings from time to time party thereto, the lenders from time to time party thereto (the “Existing Lenders”)
and the Administrative Agent. Unless otherwise stated, capitalized terms used herein without definition shall have the same meanings herein
as set forth in the Amended Credit Agreement.


 


RECITALS


 


WHEREAS,
pursuant to and in accordance with Section 11.01(a) of the Credit Agreement, the Required Lenders and the other parties
hereto have agreed to amend the Credit Agreement to, among other things, (a) amend the definition of “Maturity Date”,
(b) amend the definition of “Applicable Rate”, (c) include a 0.00% floor on certain interest rates with respect
to all Loans and (d) amend the covenants contained in Article 7;


 


WHEREAS,
each Existing Lender holding Existing Euro Term A Loans (as defined below) (collectively, the “Existing Euro Term A Lenders”),
each Existing Lender holding Existing U.S. Dollar Term A Loans (as defined below) (collectively, the “Existing U.S. Dollar Term
A Lenders”) and each Existing Lender holding Existing AUD Term A Loans (as defined below) (collectively, the “Existing
AUD Term A Lenders”) that (a) in the case of Existing Euro Term A Lenders, executes and delivers a consent to this Amendment
in the form of the “Euro Term A Lender Consent” attached hereto as Annex I (an “Euro Term A Lender Consent”)
and makes the appropriate election thereunder (collectively, the “Continuing Euro Term A Lenders”), (b) in the
case of Existing AUD Term A Lenders, executes and delivers a consent to this Amendment in the form of the “AUD Term A Lender Consent”
attached hereto as Annex II (an “AUD Term A Lender Consent”) and makes the appropriate election thereunder (collectively,
the “Continuing AUD Term A Lenders”) and (c) in the case of Existing U.S. Dollar Term A Lenders, executes and
delivers a consent to this Amendment in the form of the “U.S. Dollar Term A Lender Consent” attached hereto as Annex III
(an “U.S. Dollar Term A Lender Consent”) and makes the appropriate election thereunder (collectively, the “Continuing
U.S. Dollar Term A Lenders”), will in each case, by the fact of such execution and delivery, be deemed (i) to have consented
to the terms of this Amendment and the Amended Credit Agreement and (ii) to have agreed to continue all of its Euro Term A Loans
outstanding immediately prior to the effectiveness of this Amendment (the “Existing Euro Term A Loans”) or, as the
case may be, Australian Dollar Term A Loans outstanding immediately prior to the effectiveness of this Amendment (the “Existing
AUD Term A Loans”) or, as the case may be, U.S. Dollar Term A Loans outstanding immediately prior to the effectiveness of this
Amendment (the “Existing U.S. Dollar Term A Loans”) as ‘Term Loans’ and ‘Term A Loans’ (and,
as applicable, ‘Euro Term A Loans’ or ‘Australian Dollar Term A Loans’ or ‘U.S. Dollar Term A Loans’)
on the terms set forth in this Amendment and the Amended Credit Agreement in a principal amount equal to the principal amount of its Existing
Euro Term A Loan (or such lesser amount as determined by the Administrative Agent in its sole discretion and in consultation with Holdings)
or, as the case may be, Existing AUD Term A Loan (or such lesser amount as determined by the Administrative Agent in its sole discretion
and in consultation with Holdings), or, as the case may be, Existing U.S. Dollar Term A Loans (or such lesser amount as determined by
the Administrative Agent in its sole discretion and in consultation with Holdings), as further set forth in this Amendment;


 






     


     


    

 


WHEREAS,
each Existing Euro Term A Lender, each Existing U.S. Dollar Term A Lender and each Existing AUD Term A Lender that executes and delivers
an Euro Term A Lender Consent or, as the case may be, a AUD Term A Lender Consent, or, as the case may be, a U.S. Dollar Term A Lender
Consent and makes the appropriate election thereunder consents to this Amendment and the Amended Credit Agreement but does not consent
to continue its Existing Euro Term A Loans or, as the case may be, its Existing AUD Term A Loans, or, as the case may be, its Existing
U.S. Dollar Term A Loans on the terms set forth in this Amendment and the Amended Credit Agreement shall, in each case, execute, or shall
be deemed to have executed, a counterpart of the Master Assignment and Acceptance Agreement substantially in the form attached hereto
as Annex V (a “Master Assignment”) and shall in accordance therewith sell all of its Existing Euro Term A Loans
or, as the case may be, its Existing AUD Term A Loans, or, as the case may be, its Existing U.S. Dollar Term A Loans at 100% of par as
specified in the applicable Master Assignment, as further set forth in this Amendment;


 


WHEREAS,
if an Existing Euro Term A Lender or, as the case may be, an Existing AUD Term A Lender or, as the case may be, an Existing U.S. Dollar
Term A Lender fails to execute and return an Euro Term A Lender Consent, an AUD Term A Lender Consent or a U.S. Dollar Term A Lender Consent,
as applicable, by 5:00 p.m. (New York City time), on March 26, 2021, such Existing Euro Term A Lender or, as the case may be,
such Existing AUD Term A Lender or, as the case may be, such Existing U.S. Dollar Term A Lender shall be deemed a Non-Continuing Euro
Term A Lender (as defined below) or, as the case may be, a Non-Continuing AUD Term A Lender (as defined below) or, as the case may be,
a Non-Continuing U.S. Term A Lender (as defined below) and, in accordance with Section 11.13 of the Credit Agreement, shall
in each case assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required
by, Section 11.06 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the
related Loan Documents in respect of its Existing Euro Term A Loans or, as applicable, its Existing AUD Term A Loans or, as applicable,
its Existing U.S. Term A Loans to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts
such assignment) at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment;


 


WHEREAS,
each Existing Lender holding Revolving Credit Loans (as defined in the Credit Agreement immediately prior to the Fifth Amendment Closing
Date (as defined below), the “Existing Revolving Credit Loans”) or unused Revolving Credit Commitments (as defined
in the Credit Agreement immediately prior to the Fifth Amendment Closing Date, the “Existing Revolving Credit Commitments”
and, such Existing Lenders holding such Existing Revolving Credit Loans or Existing Revolving Credit Commitments, the “Existing
Revolving Credit Lenders”) that executes and delivers a consent to this Amendment in the form of the “Revolving Credit
Lender Consent” attached hereto as Annex IV (a “Revolving Credit Lender Consent”, and the Revolving Credit
Lender Consents together with the Euro Term A Lender Consents, the AUD Term A Lender Consents and the U.S. Dollar Term A Lender Consents,
the “Lender Consents”) and makes the appropriate election thereunder (collectively, the “Continuing Revolving
Credit Lenders” and, together with the Continuing Euro Term A Lenders, the Continuing U.S. Dollar Term A Lenders and the Continuing
AUD Term A Lenders the “Consenting Lenders”) will, by the fact of such execution and delivery, be deemed (i) to
have consented to the terms of this Amendment and the Amended Credit Agreement and (ii) to have agreed to continue (as further described
in its Revolving Credit Lender Consent) all of its Existing Revolving Credit Commitments and Existing Revolving Credit Loans as Revolving
Credit Commitments and Revolving Credit Loans, respectively, on the terms set forth in this Amendment and the Amended Credit Agreement
in a principal amount equal to its Existing Revolving Credit Commitments and Existing Revolving Credit Loans, respectively (or such lesser
amount as determined by the Administrative Agent in its sole discretion and in consultation with Holdings), as further set forth in this
Amendment;


 






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WHEREAS,
each Existing Revolving Credit Lender that executes and delivers a Revolving Credit Lender Consent and makes the appropriate election
thereunder consents to this Amendment and the Amended Credit Agreement but does not consent to the continuation of any of its Existing
Revolving Credit Commitments as Revolving Credit Commitments on the terms set forth in this Amendment and the Amended Credit Agreement
and shall execute, or shall be deemed to have executed, a counterpart of the applicable Master Assignment and shall in accordance therewith
sell all of its Existing Revolving Credit Commitments at 100% of par as specified in the applicable Master Assignment, as further set
forth in this Amendment;


 


WHEREAS,
if an Existing Revolving Credit Lender fails to execute and return a Revolving Credit Lender Consent by 5:00 p.m. (New York City
time), on March 26, 2021, such Existing Revolving Credit Lender shall be deemed a Non-Continuing Revolving Credit Lender (as defined
below) and, in accordance with Section 11.13 of the Credit Agreement, shall assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 11.06 of the Credit Agreement), all of
its interests, rights and obligations under the Credit Agreement and the related Loan Documents in respect of its Existing Revolving Credit
Commitments and Existing Revolving Credit Loans to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment) at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment;


 


WHEREAS,
each Existing Lender that executes and delivers a consent and/or signature page to this Amendment irrevocably (i) consents to
the terms of this Amendment and the Amended Credit Agreement and (ii) commits to provide the Loans in an aggregate principal amount
equal to its applicable Commitment as set forth on Schedule 1 hereto on the Fifth Amendment Closing Date; and


 


WHEREAS,
the Administrative Agent, the L/C Issuers, the Swingline Lender, the Required Lenders, the Replacement Lender (as defined below), the
Consenting Lenders and the Loan Parties are willing, on the terms and subject to the conditions set forth herein and in the Amended Credit
Agreement, to amend the Credit Agreement on the terms and subject to the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto
agree as follows:


 


SECTION I.
AMENDMENTS TO LOAN DOCUMENTS


 


		1.1	Fifth Amendment to Credit Agreement.



 


(a)            Section 1.01
of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:


 


““Controller” as defined in section
9 of the Corporations Act 2001 (Cth).”


 






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““Credit Party” has the meaning as
defined in Section 9.13.”


 


““Designated Jurisdiction” means any
country or territory to the extent that such country or territory itself is the subject of any Sanction.”


 


““Fifth Amendment Closing Date” means
March 31, 2021.”


 


““Rescindable Amount” has the meaning
as defined in Section 2.12 (b)(ii).”


 


““Sanction(s)” means any sanction
administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the
European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.”


 


(b)            Section 1.01
of the Credit Agreement is hereby amended by amending and restating the following definitions as follows:


 


““Applicable
Rate” means in respect of any of the Term A Facilities and the Revolving Credit Facility, (i) from the date of consummation
of the Pioneer Acquisition to the date following the date of consummation of the Pioneer Acquisition on which a Compliance Certificate
is delivered pursuant to Section 6.02(a) in respect of the fiscal quarter ended March 31, 2021, which Compliance
Certificate shall give pro forma effect to the incurrence of Indebtedness under the Facilities, 2.50% per annum for Eurodollar
Rate Loans, Australian BBSR Rate Loans, Canadian BA Rate Loans, Daily LIBOR Loans, Australian Base Rate Loans and Letter of Credit Fees
(for financial Letters of Credit), 1.50% per annum for Base Rate Loans, 0.55% per annum for Letter of Credit Fees (for commercial
Letters of Credit) and 1.250% per annum for Letter of Credit Fees (for performance Letters of Credit), (ii) from the Fifth
Amendment Closing Date to the date following the Fifth Amendment Closing Date on which a Compliance Certificate is delivered pursuant
to Section 6.02(a) in respect of the first full fiscal quarter ended after the Fifth Amendment Closing Date, which Compliance
Certificate shall give pro forma effect to the incurrence of Indebtedness under the Facilities, the applicable percentage set forth at
Pricing Level 2 below and (iii) thereafter, the applicable percentage set forth below determined by reference to the Consolidated
Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


 


	Pricing 
 Level	 	 	Consolidated 
 Leverage Ratio	 	Eurodollar 

Rate /

 Australian

 BBSR Rate

 /Canadian BA

 Rate / Daily

 LIBOR /

 Australian 

Base Rate /

 Letter of 

Credit Fees

 (financial)	 	 	Base Rate	 	 	Letter of 

Credit Fees

 (commercial)	 	 	Letter of

 Credit Fees

 (performance)
	1	 	 	> 4.50 to 1.00	 	 	 	 	 	 	2.50	%	 	 	1.50	%	 	 	0.55	%	 	1.250%
	2	 	 	≤ 4.50 to 1.00 and > 4.00 to
    1.00	 	 	 	 	 	 	2.25	%	 	 	1.25	%	 	 	0.50	%	 	1.125%
	3	 	 	≤ 4.00 to 1.00 and > 3.50 to 1.00	 	 	 	 	 	 	2.00	%	 	 	1.00	%	 	 	0.45	%	 	1.000%
	4	 	 	≤ 3.50 to 1.00 and > 3.00 to 1.00	 	 	 	 	 	 	1.75	%	 	 	0.75	%	 	 	0.40	%	 	0.875%
	5	 	 	≤ 3.00 to 1.00 and > 2.00 to 1.00	 	 	 	 	 	 	1.50	%	 	 	0.50	%	 	 	0.30	%	 	0.750%
	6	 	 	≤ 2.00 to 1.00	 	 	 	 	 	 	1.25	%	 	 	0.25	%	 	 	0.25	%	 	0.625%



 






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Any increase or decrease in the Applicable
Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following
the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after
the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such
Compliance Certificate is delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).


 


Notwithstanding anything to the contrary
contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).”


 


““Australian
BBSR Rate Loan” means a Revolving Credit Loan or Australian Dollar Term A Loan made in Australian Dollars and bearing interest
based on the Australian BBSR Rate.”


 


““Commitment
Fee Rate” means, from the Fifth Amendment Closing Date to the date following the Fifth Amendment Closing Date on which a Compliance
Certificate is delivered pursuant to Section 6.02(a) in respect of the first fiscal quarter ended after the Fifth Amendment
Closing Date, 0.375%, and, thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated
Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


 


	Pricing 
 Level	 	 	Consolidated 
 Leverage Ratio	 	Commitment Fee Rate	 
	1	 	 	> 4.50 to 1.00	 	 	0.500	%
	2	 	 	≤ 4.50 to 1.00 and > 4.00 to 1.00	 	 	0.375	%
	3	 	 	≤ 4.00 to 1.00 and > 3.50 to 1.00	 	 	0.350	%
	4	 	 	≤ 3.50 to 1.00 and > 3.00 to 1.00	 	 	0.300	%
	5	 	 	≤ 3.00 to 1.00 and > 2.00 to 1.00	 	 	0.250	%
	6	 	 	≤ 2.00 to 1.00	 	 	0.200	%



 






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Any increase or
decrease in the Commitment Fee Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the
first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect
until the date on which such Compliance Certificate is delivered (and thereafter the Pricing Level otherwise determined in accordance
with this definition shall apply).


 


Notwithstanding
anything to the contrary contained in this definition, the determination of the Commitment Fee Rate for any period shall be subject to
the provisions of Section 2.10(b).”


 


““Debtor
Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, administration, insolvency, reorganization, or similar debtor relief
Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally,
including any Canadian Insolvency Law.”


 


““Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest (including a 'security interest' as defined under sections 12(1) and 12(2) of the PPSA)
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other
title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially
the same economic effect as any of the foregoing).”


 


““Maturity
Date” means (a) with respect to each of the Term A Facility and the Revolving Credit Facility, the earlier of (i) the
date that is the fifth anniversary of the Fifth Amendment Closing Date and (ii) the date that is one hundred and eighty (180) days
prior to the maturity of the SpinCo Notes unless, at least one hundred and eighty (180) days prior to the maturity date of the SpinCo
Notes, such notes are refinanced in full (A) pursuant to a Permitted Refinancing that has a maturity date at least one hundred and
eighty (180) days after the date referred to in clause (a)(i) hereof or (B) with Incremental Term Loans incurred under Section 2.14;
(b) with respect to any Incremental Term A Loans, each Incremental Term Loan A Maturity Date applicable thereto; and (c) with
respect to any Incremental Term B Loans, each Incremental Term Loan B Maturity Date applicable thereto; provided, however, that, in each
case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.”


 


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


 


(c)            Section 1.01
of the Credit Agreement is hereby amended by amending and restating clause (y) of the proviso to the definition of “Daily LIBOR”
in its entirety to read as follows:


 


“and (y) with respect to any Loan, the Eurodollar
Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.”


 






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(d)            Section 1.01
of the Credit Agreement is hereby amended by amending and restating clause (d)(ii) of the definition of “Defaulting Lender”
in its entirety to read as follows:


 


“(ii) had a receiver, administrator, Controller,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation
of its business or a custodian appointed for it,”


 


(e)            Section 1.01
of the Credit Agreement is hereby amended by amending and restating the definition of “Eurodollar Rate” in its entirety to
read as follows:


 


““Eurodollar
Rate” means:


 


(i)            for
any Interest Period, with respect to any Credit Extension:


 


a)            denominated
in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a comparable
or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such
other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in
such case, the “LIBOR Rate”) at or about 11:00 a.m. (London time) on the Interest Rate Determination
Date, for deposits in the relevant currency, with a term equivalent to such Interest Period;


 


b)            denominated
in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), or a comparable or successor
rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “EURIBOR
Rate”) at or about 11:00a.m. (Brussels, Belgium time) on the Interest Rate Determination Date with a term equivalent
to such Interest Period;


 


c)            denominated
in a Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternative Currency at the time such Alternative
Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.08; and


 


(ii)            for
any interest rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m. (London
time) determined two (2) Business Days prior to such date for Dollar deposits being delivered in the London interbank market for
deposits in Dollars with a term of one (1) month commencing that day;


 


provided
that (x) to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth
in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that
to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied
in a manner as otherwise reasonably determined by the Administrative Agent and (y) if the Eurodollar Rate shall be less than zero,
such rate shall be deemed zero for purposes of this Agreement.”


 


(f)            Section 1.01
of the Credit Agreement is hereby amended by amending and restating the first paragraph of the definition of “Interest Period”
in its entirety to read as follows:


 


““Interest
Period” means, as to each Eurodollar Rate Loan, Australian BBSR Rate Loan or Canadian BA Rate Loan, the period commencing on
the date such Eurodollar Rate Loan or Canadian BA Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan, Australian
BBSR Rate Loan or Canadian BA Rate Loan and ending on the date one, three or six months (or, if available to all Lenders, 12 months) thereafter,
as selected by the applicable Borrower in its Committed Loan Notice or Conversion/Continuation Notice, as applicable; provided that:”


 






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(g)            Section 2.07(a),
Section 2.07(b) and Section 2.07(c) of the Credit Agreement are hereby amended and restated in their entirety to read
as follows:


 


“(a) Australian Dollar Term
A Loans. Subject to the second to last sentence of Section 2.05(a)(i), the principal amounts of the Australian Dollar Term A Loans
shall be repaid in Australian Dollars in consecutive quarterly installments (each such repayment date, an “Australian Dollar Term
A Installment Payment Date”) in an amount equal to, (i) on the final day of each of the first eight full fiscal quarters after
the Fifth Amendment Closing Date (such eight fiscal quarter period, the “First Two Repayment Years”), 1.25% of the aggregate
principal amount of the Australian Dollar Term A Loans outstanding as of the Fifth Amendment Closing Date (such aggregate principal amount,
the “Initial AUD Loan Amount”), (ii) on the final day of each of the first eight fiscal quarters after completion of
the First Two Repayment Years (such eight fiscal quarter period, the “Second Two Repayment Years”), 1.875% of the Initial
AUD Loan Amount, and (iii) on the final day of each of the first four fiscal quarters after completion of the Second Two Repayment
Years until the Maturity Date, 2.50% of the Initial AUD Loan Amount; provided, however, that the final principal repayment installment
of the Australian Dollar Term A Loans shall be repaid on the Maturity Date for the Australian Dollar Term A Facility and shall be in an
amount equal to the aggregate principal amount of all Australian Dollar Term A Loans outstanding on such date.”


 


“(b) Euro
Term A Loans. Subject to the second to last sentence of Section 2.05(a)(i), the principal amounts of the Euro Term A Loans shall
be repaid in Euros in consecutive quarterly installments (each such repayment date, a “Euro Term A Installment Payment Date”)
in an amount equal to, (i) on the final day of each of the first eight full fiscal quarters after the Fifth Amendment Closing Date,
1.25% of the aggregate principal amount of the Euro Term A Loans outstanding as of the Fifth Amendment Closing Date (such aggregate principal
amount, the “Initial EUR Loan Amount”), (ii) on the final day of each of the first eight fiscal quarters after completion
of the First Two Repayment Years, 1.875% of the Initial EUR Loan Amount, and (iii) on the final day of each of the first four fiscal
quarters after completion of the Second Two Repayment Years until the Maturity Date, 2.50% of the Initial EUR Loan Amount; provided, however,
that the final principal repayment installment of the Euro Term A Loans shall be repaid on the Maturity Date for the Euro Term A Facility
and shall be in an amount equal to the aggregate principal amount of all Euro Term A Loans outstanding on such date.”


 


“(c) U.S.
Dollar Term A Loans. Subject to the second to last sentence of Section 2.05(a)(i), the principal amounts of the U.S. Dollar Term
A Loans shall be repaid in U.S. Dollars in consecutive quarterly installment (each such repayment date, a “U.S. Dollar Term A Installment
Payment Date”) in an amount equal to, (i) on the final day of each of the first eight full fiscal quarters after the Fifth
Amendment Closing Date, 1.25% of the aggregate principal amount of the U.S. Dollar Term A Loans outstanding as of the Fifth Amendment
Closing Date (such aggregate principal amount, the “Initial USD Loan Amount”), (ii) on the final day of each of the first
eight fiscal quarters after completion of the First Two Repayment Years, 1.875% of the Initial USD Loan Amount, and (iii) on the
final day of each of the first four fiscal quarters after completion of the Second Two Repayment Years until the Maturity Date, 2.50%
of the Initial USD Loan Amount; provided, however, that the final principal repayment installment of the U.S. Dollar Term A Loans shall
be repaid on the Maturity Date for the U.S. Dollar Term A Facility and shall be in an amount equal to the aggregate principal amount of
all U.S. Dollar Term A Loans outstanding on such date.”


 






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(h)           Section 2.03(e)(iv) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(iv) any payment by the
L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of
such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver, administrator, Controller or other representative of
or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law;”


 


(i)            Section 3.01(a)(i)(C) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(C) to the extent that the
withholding or deduction is made on account of Indemnified Taxes, the Loan Party will pay such additional amount or amounts as necessary
so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable
under this Section 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum
it would have received had no such withholding or deduction been made.”


 


(j)            Section 2.12(b)(ii) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(ii) Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to
the date on which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that such
Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuers, as the case may be, the amount
due. With Respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to
which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies
(such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the
Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative
agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuers, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender
or such L/C Issuer, in immediately available funds 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 Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


A notice of the Administrative Agent
to any Lender, the L/C Issuer, Holdings or a Borrower with respect to any amount owing under this clause (b) shall be conclusive,
absent manifest error.”


 


(k)           Section 3.03(b) of
the Credit Agreement is hereby amended by amending and restating the third last paragraph in its entirety to read as follows:


 


“Notwithstanding anything else
herein, in no event will any LIBOR Successor Rate for any Loan be less than zero percent, for the purposes of this Agreement and the other
Loan Documents.”


 






    -9- 


     


    

 


(l)            Section 3.03(c) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“Notwithstanding anything to the
contrary herein, (i) after any such determination by the Administrative Agent or receipt by the Administrative Agent of any such
notice described under Section 3.03(b)(i)-(iii), as applicable, if the Administrative Agent determines that none of the LIBOR Successor
Rates is available on or prior to the LIBOR Replacement Date, (ii) if the events or circumstances described in Section 3.03(b)(iv) have
occurred but none of the LIBOR Successor Rates is available, or (iii) if the events or circumstances of the type described in Section 3.03(b)(i)-(iii) have
occurred with respect to the LIBOR Successor Rate then in effect and the Administrative Agent determines that none of the LIBOR Successor
Rates is available, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing
LIBOR or any then current LIBOR Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest
payment date or payment period for interest calculated, as applicable, (x) with another alternate benchmark rate reasonably acceptable
to the Administrative Agent and the Borrowers giving due consideration to any evolving or then existing convention for similar U.S. dollar
denominated syndicated credit facilities for such alternative benchmarks or (y) with another alternate benchmark rate giving due
consideration to any evolving or then existing convention for similar non-U.S. dollar denominated syndicated credit facilities for such
alternative benchmarks, and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark
giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities
for such benchmarks, or any evolving or then existing convention for similar non-U.S. dollar denominated syndicated credit facilities
for such benchmarks, as applicable, which adjustment or method for calculating such adjustment shall be published on an information service
as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance
of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Any such amendment shall become effective at
5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the
Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice
that such Required Lenders object to such amendment.”


 


(m)            Section 5.22
of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“Section 5.22.     OFAC.
Neither of the Borrowers, nor any of its respective Subsidiaries, nor, to the knowledge of the Borrower and each of its Subsidiaries,
any director, officer, employee, agent, a affiliate or representative thereof, is an individual or entity that is, or is owned or controlled
by one or more individuals or entities that are (a) currently the subject or target of any Sanctions, (b) included on OFAC’s
List of Specially Designated Nationals or HMT’s Consolidated List of financial Sanctions Targets, or any similar list enforced by
any other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction. The Borrowers and
each of its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions and have
instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions.”


 






    -10- 


     


    

 


(n)            Article 5
of the Credit Agreement is hereby amended by adding a new Section 5.25 as follows:


 


“Section 5.25.     Anti-Corruption
Laws. The Borrowers and each of its Subsidiaries have conducted their businesses in compliance in all material respects with the United
States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions
and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.”


 


(o)            Article 6
of the Credit Agreement is hereby amended by adding a new Section 6.19 as follows:


 


“Section 6.19     Anti-Corruption
Laws; Sanctions. Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act
of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions,
and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.”


 


(p)            Section 7.11
of the Credit Agreement is hereby amended by amending and restating clause (a) in its entirety to read as follows:


 


“(a)     Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of Holdings (i) for the fiscal quarter
ending December 31, 2020 to be greater than 4.75:1.00, (ii) for the fiscal quarters ending March 31, 2021 and June 30,
2021 to be greater than 5.25:1.00, (iii) for the fiscal quarter ending September 30, 2021, to be greater than 4.75:1.00, (iv) for
the fiscal quarters ending December 31, 2021, March 31, 2022 and June 30, 2022, to be greater than 4.25:1.00 and (iv) for
the fiscal quarter ending September 30, 2022 and each fiscal quarter thereafter, to be greater than 4.00:1.00 (the “Maximum
Consolidated Leverage Ratio”); provided that, commencing with the fiscal quarter ending September 30, 2022, following the consummation
of a Material Acquisition and as of the end of the fiscal quarter in which such Material Acquisition occurred and as of the end of the
three fiscal quarters thereafter, the level above shall be increased by 0.50:1.00, it being understood and agreed that the Acquisition
is a Material Acquisition and therefore such increase shall be in effect as of the end of each of the first four fiscal quarters following
the Third Restatement Date; provided that no more than one such increase shall be in effect at any time.”


 


(q)            Article 7
of the Credit Agreement is hereby amended by adding a new Section 7.18 as follows:


 


“Section 7.18.     Sanctions.
Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any
Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person that, at the time of such funding,
is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating
in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.”


 






    -11- 


     


    

 


(r)            Article 7
of the Credit Agreement is hereby amended by adding a new Section 7.19 as follows:


 


“Section 7.19.     Anti-Corruption
Laws. Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign
Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other anti-corruption legislation in other jurisdictions.”


 


(s)            Section 8.01(f) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(f) Insolvency Proceedings,
Etc. Any Loan Party or any of its Subsidiaries (other than an Immaterial Subsidiary) institutes or consents to the institution of
any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment
of any receiver, receiver-manager, trustee, custodian, conservator, monitor, liquidator, rehabilitator, administrator, Controller or similar
officer for it or for all or any material part of its property; or any receiver, receiver-manager, trustee, custodian, conservator, monitor,
liquidator, rehabilitator, administrator or similar officer is appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person
or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed
for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or”


 


(t)            Section 9.09
of the Credit Agreement is hereby amended by amending and restating the second last paragraph in its entirety as follows:


 


“and any custodian, receiver,
assignee, trustee, liquidator, administrator, Controller, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any
amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel
and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.


 


(u)            Article 9
of the Credit Agreement is hereby amended by adding a new Section 9.13 as follows:


 


“Section 9.13.     Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes
a payment hereunder in error to any Lender or any L/C Issuer (the “Credit Party”), whether or not in respect of an Obligation
due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Credit Party receiving
a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such
Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and including the date
such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might
otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its
obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party promptly upon determining that any
payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.”


 






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(v)      Section 11.05
of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“Section 11.05.        Payments
Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, the L/C Issuer or any
Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver, administrator, Controller or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had not occurred and (b) each Lender and the L/C Issuer
severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate
per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.”


 


(w)     Article 11
of the Credit Agreement is hereby amended by adding a new Section 11.30 as follows:


 


“Section 11.30.        The
Banking Code of Practice. The Banking Code of Practice of the Australian Banking Association does not apply to the Loan Documents
or any banking services provided under them.”


 


		1.2	Acknowledgement.



 


On
and after the Fifth Amendment Closing Date, unless the context shall otherwise require, each reference in the Amended Credit Agreement
or any other Loan Document to (a) “Term A Loans” shall be deemed a reference to the Term A Loans, (b) “Revolving
Credit Loans” shall be deemed a reference to the Revolving Credit Loans, (c) “Term A Lenders” shall be deemed a
reference to the Term A Lenders, (d) “Revolving Credit Lenders” shall be deemed a reference to the Revolving Credit Lenders
and (e) “Revolving Credit Commitments” shall be deemed a reference to the Revolving Credit Commitments, in each case,
under as and defined in the Amended Credit Agreement. As of the Fifth Amendment Closing Date, after giving effect to this Amendment, (i) the
aggregate outstanding principal amount of “U.S. Dollar Term A Loans” is $92,500,000, (ii) the aggregate outstanding principal
amount of “Australian Dollar Term A Loans” is AUD 56,425,000, (iii) the aggregate outstanding principal amount of “Euro
Term A Loans” is €233,793,750 and (iii) the aggregate principal amount of “Revolving Credit Commitments” is
$600,000,000.


 


SECTION II.
    CONTINUATION OF EXISTING EURO TERM A LOANS, EXISTING AUD TERM A LOANS, EXISTING U.S. DOLLAR TERM A LOANS AND EXISTING REVOLVING
CREDIT COMMITMENTS; OTHER TERMS AND AGREEMENTS.


 


Each
Existing Euro Term A Lender, each Existing AUD Term A Lender, each Existing U.S. Dollar Term A Lender and each Existing Revolving Credit
Lender executing this Amendment shall select one of the options on the Euro Term A Lender Consent, AUD Term A Lender Consent, U.S. Dollar
Term A Lender Consent and Revolving Credit Lender Consent hereto, respectively, and deliver such signature page to the Administrative
Agent by 5:00 p.m. (New York City time), on March 26, 2021. Pursuant to the procedures set forth in Section III
of this Amendment:


 






    -13- 


     


    

 


Existing Euro Term A Loans


 


		2.1	Continuation
of Existing Euro Term
A Loans by Continuing Euro Term A Lenders (Option A). Each Existing Euro Term
A Lender selecting Option A on the Euro Term A Lender Consent hereto consents and agrees to (1) this Amendment and the Amended Credit
Agreement, (2) sell the entire aggregate principal amount of its Existing Euro Term
A Loans via an assignment (at 100% of par) on the Fifth Amendment Closing Date pursuant to
a Master Assignment, which Existing Euro Term A Loans shall be continued as ‘Euro Term
A Loans’, ‘Term A Loans’ and ‘Term Loans’ under the Amended Credit Agreement upon such sale and (3) as
of a date selected by the Administrative Agent (which date shall be the Fifth Amendment Closing Date),
purchase via an assignment Euro Term A Loans in an aggregate principal amount equal to (x) the entire aggregate principal amount
of its Existing Euro Term A Loans so sold via assignment pursuant to clause (2) minus
(y) such amount as may be determined by the Administrative Agent in its sole discretion and in consultation with Holdings (such amount
referred to in this clause (y) with respect to any Lender, a “Decreased Amount” with respect to such Lender) applicable
to such Existing Euro Term A Lender on the Fifth Amendment Closing Date (it being understood and agreed that such Existing Euro Term A
Lender’s signature to the Term A Lender Consent shall be deemed to be such Term A Lender’s written consent to the assignments
described in the foregoing clauses (2) and (3), on the terms set forth in the assignment agreements posted to the Lenders on March 26,
2021). Such assignment shall be made at 100% of par.



 


		2.2	Non-Continuation
of Existing Euro Term
A Loans by Non-Continuing Euro Term A Lenders (Option B). Each Existing Euro Term
A Lender selecting Option B on the Euro Term A Lender Consent hereto (together with each other Lender, to the extent set forth in the
immediately following Section 2.3, each “Non-Continuing Euro Term A Lender”) consents to this Amendment
and the Amended Credit Agreement, but does not consent to the continuation of its Existing Euro Term
A Loans into Euro Term A Loans (under and as defined in the Amended Credit Agreement) shall execute, or shall be deemed to have executed,
a counterpart of the applicable Master Assignment and shall in accordance therewith sell such portion of its Existing Euro Term
A Loans at 100% of par as specified in the applicable Master Assignment (it being understood and agreed that such Existing Euro Term A
Lender’s signature to the Term A Lender Consent shall be deemed to be such Term A Lender’s written consent to the assignment
described in this Section 2.2). For the avoidance of doubt, prepayments of the Existing Euro Term A Loans held by Term A Lenders
(including any assignee thereof in connection with a Master Assignment) on the Fifth Amendment Closing Date shall be permitted notwithstanding
anything to the contrary set forth in any of the Loan Documents (including, but not limited to, Sections 2.12 and 2.13 of the Credit Agreement)
to the extent consistent with the final allocations provided by the Administrative Agent to Holdings on March 25, 2021.



 


		2.3	Each Existing Euro Term A Lender failing to execute and return an
Euro Term A Lender Consent hereto by 5:00 p.m. (New York City time), on March 26,
2021, shall be deemed a Non-Continuing Euro Term A Lender and, in accordance with Section 11.13 of the Credit Agreement, shall
execute or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell such portion
of its Existing Euro Term A Loans at 100% of par as specified in the applicable Master Assignment.



 






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Existing
AUD Term A Loans


 


		2.4	Continuation
of Existing AUD Term
A Loans by Continuing AUD Term A Lenders (Option A). Each AUD Term A Lender selecting
Option A on the AUD Term A Lender Consent hereto consents and agrees to (1) this Amendment and the Amended Credit Agreement, (2) sell
the entire aggregate principal amount of its Existing AUD Term A Loans via an assignment
(at 100% of par) on the Fifth Amendment Closing Date pursuant to a Master Assignment, which
Existing AUD Term A Loans shall be continued as ‘Australian Dollar Term A Loans’,
 ‘Term A Loans’ and ‘Term Loans’ under the Amended Credit Agreement upon such sale and (3) as of a date selected
by the Administrative Agent (which date shall be the Fifth Amendment Closing Date), purchase
via an assignment Australian Dollar Term A Loans in an aggregate principal amount equal to (x) the entire aggregate principal amount
of its Existing AUD Term A Loans so sold via assignment pursuant to clause (2) minus
(y) the Decreased Amount (if any) applicable to such Existing AUD Term A Lender (it being understood and agreed that such AUD
Term A Lender’s signature to the Term A Lender Consent shall be deemed to be such Term A Lender’s
written consent to the assignments described in the foregoing clauses (2) and (3), on the terms set forth in the assignment agreements
posted to the Lenders on March 26, 2021). Such assignment shall be made at 100% of par.



 


		2.5	Non-Continuation
of Existing AUD Term
A Loans by Non-Continuing AUD Term A Lenders (Option B). Each AUD Term A Lender
selecting Option B on the AUD Term A Lender Consent hereto (together with each other Lender, to the extent set forth in the immediately
following Section 2.6, each “Non-Continuing AUD Term A Lender”) consents to this Amendment and the Amended
Credit Agreement, but does not consent to the continuation of its Existing AUD Term A Loans
into Australian Dollar Term A Loans (under and as defined in the Amended Credit Agreement) shall execute, or shall be deemed to have executed,
a counterpart of the applicable Master Assignment and shall in accordance therewith sell such portion of its Existing AUD Term
A Loans at 100% of par as specified in the applicable Master Assignment (it being understood and agreed that such AUD Term A Lender’s
signature to the Term A Lender Consent shall be deemed to be such Term A Lender’s written consent to the assignment described in
this Section 2.5). For the avoidance of doubt, prepayments of the Existing AUD Term A Loans held by Term A Lenders (including any
assignee thereof in connection with a Master Assignment) on the Fifth Amendment Closing Date shall be permitted notwithstanding anything
to the contrary set forth in any of the Loan Documents (including, but not limited to, Sections 2.12 and 2.13 of the Credit Agreement)
to the extent consistent with the final allocations provided by the Administrative Agent to Holdings on March 25, 2021.



 


		2.6	Each AUD Term A Lender failing to execute and return an AUD Term
A Lender Consent hereto by 5:00 p.m. (New York City time), on March 26, 2021, shall
be deemed a Non-Continuing AUD Term A Lender and, in accordance with Section 11.13 of the Credit Agreement, shall execute
or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell such portion of
its Existing AUD Term A Loans at 100% of par as specified in the applicable Master Assignment.



 


Existing U.S. Dollar Term A Loans


 


		2.7	Continuation
of Existing U.S. Dollar Term A Loans by Continuing U.S. Dollar Term A Lenders (Option A). Each
Existing U.S. Dollar Term A Lender selecting Option A on the U.S. Dollar Term A Lender
Consent hereto consents and agrees to (1) this Amendment and the Amended Credit Agreement,
(2) sell the entire aggregate principal amount of its Existing U.S. Dollar Term A Loans via an assignment (at 100% of par) on the
Fifth Amendment Closing Date pursuant to a Master Assignment, which Existing U.S. Dollar
Term A Loans shall be continued as ‘U.S. Dollar Term A Loans’, ‘Term A Loans’ and ‘Term Loans’ under
the Amended Credit Agreement upon such sale and (3) as of a date selected by the Administrative Agent (which date shall be the Fifth
Amendment Closing Date), purchase via an assignment U.S. Dollar Term A Loans in an aggregate
principal amount equal to (x) the entire aggregate principal amount of its Existing U.S. Dollar Term A Loans so sold via assignment
pursuant to clause (2) minus (y) the Decreased Amount (if any) applicable to such Existing U.S. Term A Lender (it being
understood and agreed that such U.S. Term A Lender’s signature to the Term A Lender Consent shall be deemed to be such Term A Lender’s
written consent to the assignments described in the foregoing clauses (2) and (3), on the terms set forth in the assignment agreements
posted to the Lenders on March 26, 2021). Such assignment shall be made at 100% of par.



 






    -15- 


     


    

 


		2.8	Non-Continuation
of Existing U.S. Dollar Term A Loans by Non-Continuing Existing U.S. Dollar Term A Lenders (Option B). Each
Existing U.S. Dollar Term A Lender selecting Option B on the U.S. Dollar Term A Lender
Consent hereto (together with each other Lender, to the extent set forth in the immediately following
Section 2.9, each “Non-Continuing U.S. Dollar Term A Lender”) consents to this Amendment and the Amended
Credit Agreement, but does not consent to the continuation of its Existing U.S. Dollar Term A Loans into U.S. Dollar Term A Loans (under
and as defined in the Amended Credit Agreement) shall execute, or shall be deemed to have executed, a counterpart of the applicable Master
Assignment and shall in accordance therewith sell such portion of its Existing U.S. Dollar Term A Loans at 100% of par as specified in
the applicable Master Assignment (it being understood and agreed that such Existing U.S. Dollar Term A Lender’s signature to the
U.S. Dollar Term A Lender Consent shall be deemed to be such Existing U.S. Dollar
Term A Lender’s written consent to the assignment described in this Section 2.8). For
the avoidance of doubt, prepayments of the Existing U.S. Dollars Term A Loans held by Term A Lenders (including any assignee thereof in
connection with a Master Assignment) on the Fifth Amendment Closing Date shall be permitted notwithstanding anything to the contrary set
forth in any of the Loan Documents (including, but not limited to, Sections 2.12 and 2.13 of the Credit Agreement) to the extent consistent
with the final allocations provided by the Administrative Agent to Holdings on March 25, 2021.



 


		2.9	Each Existing U.S. Dollar Term A Lender
failing to execute and return an U.S. Dollar Term A Lender Consent hereto by 5:00 p.m. (New York City time), on March 26,
2021, shall be deemed a Non-Continuing U.S. Dollar Term A Lender and, in accordance with Section 11.13 of the Credit Agreement,
shall execute or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell such
portion of its Existing Euro Term A Loans at 100% of par as specified in the applicable Master
Assignment.



 


Existing
Revolving Credit Loans


 


		2.10	Continuation
of Existing Revolving Credit Loans and Existing Revolving Credit Commitments by Continuing Revolving Credit Lenders (Option A).
Each Existing Revolving Credit Lender selecting Option A on the Revolving Credit Lender Consent
hereto consents and agrees to (1) this Amendment and the Amended Credit Agreement, (2) sell the entire aggregate principal amount
of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments via an assignment (at 100% of par) on the Fifth Amendment
Closing Date pursuant to a Master Assignment and (3) as of a date selected by the Administrative
Agent (which date shall be the Fifth Amendment Closing Date), purchase via an assignment
Revolving Credit Loans and Revolving Credit Commitments in an aggregate principal amount equal to (x) the entire aggregate principal
amount of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments so sold via assignment pursuant to clause (2) minus
(y) the Decreased Amount (if any) applicable to such Revolving Credit Lender (it being understood and agreed that such Revolving
Credit Lender’s signature to the Revolving Credit Lender Consent shall be deemed to be such Revolving Credit Lender’s written
consent to the assignments described in the foregoing clauses (2) and (3), on the terms set forth in the assignment agreements posted
to the Lenders on March 26, 2021). Such assignment shall be made at 100% of par.



 






    -16- 


     


    

 


		2.11	Non-Continuation
of Existing Revolving Credit Loans and Existing Revolving Credit Commitments by Non-Continuing Revolving Credit Lenders (Option B).
Each Revolving Credit Lender selecting Option B on the Revolving Credit Lender Consent hereto (together
with each other Lender, to the extent set forth in the immediately following Section 2.9, each, a “Non-Continuing
Revolving Credit Lender” and, together with the Non-Continuing Euro Term A Lenders , the “Non-Continuing Lenders”)
consents to this Amendment and the Amended Credit Agreement, but does not consent to the continuation of its Existing Revolving Credit
Loans and Existing Revolving Credit Commitments into Revolving Credit Loans and Revolving Credit Commitments (each under and as defined
in the Amended Credit Agreement), respectively, and shall execute, or shall be deemed to have executed, a counterpart of the applicable
Master Assignment and shall in accordance therewith sell such portion of its Existing Revolving Credit Loans and Existing Revolving Credit
Commitments at 100% of par as specified in the applicable Master Assignment (it being understood and agreed that such Revolving Credit
Lender’s signature to the Revolving Credit Lender Consent shall be deemed to be such Revolving Credit Lender’s written consent
to the assignment described in this Section 2.8).



 


		2.12	Each Revolving Credit Lender failing to execute and return a Revolving
Credit Lender Consent hereto by 5:00 p.m. (New York City time), on March 26, 2021,
shall be deemed a Non-Continuing Revolving Credit Lender and, in accordance with Section 11.13 of the Credit Agreement, shall
execute or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell its Existing
Revolving Credit Loans and Existing Revolving Credit Commitments at 100% of par as specified in the applicable Master Assignment.



 


SECTION III.
  THE MASTER ASSIGNMENT AGREEMENTS.


 


		3.1	Pursuant to the Master Assignment entered into or deemed entered into by each Non-Continuing Lender in
accordance with Section II, each Non-Continuing Lender shall sell and assign the principal amount of, as the case may be,
its Existing Euro Term A Loans, Existing AUD Term A Loans, Existing U.S. Dollar Term A Loans or Existing Revolving Credit Loans and Existing
Revolving Credit Commitments as set forth in Schedule I to such Master Assignment, as such Schedule is completed by the Administrative
Agent on or prior to the Fifth Amendment Closing Date, to Bank of America, N.A., as assignee (in such capacity, the “Replacement
Lender”) under such Master Assignment. Each Lender’s signature page to its Revolving Credit Lender Consent, Euro
Term A Lender Consent, AUD Term A Lender Consent or U.S. Dollar Term A Lender Consent, respectively, shall be deemed to be its signature
page to the applicable Master Assignment.



 


		3.2	At the election of the Administrative Agent (in its sole discretion), the Master Assignments (and Schedule
I to each Master Assignment) may be completed and executed as one or more separate agreements, each with a separate Schedule I, each of
which shall be applicable as to one or more Non-Continuing Lenders.



 


		3.3	After giving effect to the transactions contemplated by this Amendment, the amounts of the “Term
A Loans”, “Revolving Credit Loans” and “ Revolving Credit Commitments” shall be as determined by the Administrative
Agent and set forth in this Amendment and the Amended Credit Agreement. The Administrative Agent’s determination of such amounts
shall be conclusive evidence thereof absent manifest error. For the avoidance of doubt, the provisions of Article IX and Section 11.04
of the Amended Credit Agreement shall apply to any such determination made by the Administrative Agent pursuant hereto.



 






    -17- 


     


    

 


SECTION IV.
   CONDITIONS TO THE FIFTH AMENDMENT CLOSING DATE


 


This Amendment shall become
a binding agreement of the parties hereto and effective on the date (the “Fifth Amendment Closing Date”) on which each
of the following conditions precedent are satisfied or waived:


 


(a)      This
Amendment shall have been duly executed by Holdings, the Borrowers, each other Loan Party, the Administrative Agent, the Required Lenders,
the L/C Issuers, the Swingline Lender, the Replacement Lender and the Consenting Lenders (whether pursuant to the execution and delivery
of a Lender Consent or counterpart to this Amendment, as applicable) and, in each case, duly executed counterparts thereof shall have
been delivered to the Administrative Agent.


 


(b)      The
Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic
format (in each such case, followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer
of the signing Loan Party and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:


 


(i)      a
certificate of a Responsible Officer of each Loan Party certifying as to the Organization Documents thereof together with copies of the
Organization Documents of such Loan Party annexed thereto;


 


(ii)    such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party
as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Amendment, the Amended Credit Agreement and the other Loan Documents
to which such Loan Party is a party;


 


(iii)   an
opinion from (A) Vedder Price P.C., special New York counsel to the Loans Parties, and (B) Bird & Bird, special Australian
counsel to the Loan Parties, in each case, dated as of the Fifth Amendment Closing Date, in form and substance reasonably satisfactory
to the Administrative Agent and the Lenders;


 


(iv)   a
certificate attesting to the Solvency of Holdings and its Subsidiaries (taken as a whole) on the Fifth Amendment Closing Date after giving
effect to this Amendment, from the chief financial officer of Holdings;


 


(v)    a
certificate attesting to the compliance with clauses (d), (g), (h), (i) and (j) of this Section IV
on the Fifth Amendment Closing Date from a Responsible Officer of Holdings;


 


(c)      The
Administrative Agent and the Lenders shall have received at least one (1) day prior to the Fifth Amendment Closing Date all documentation
and other information reasonably requested in writing by them at least two (2) days prior to the Fifth Amendment Closing Date in
order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering
rules and regulations, including the Act and, if applicable, the Beneficial Ownership Regulation.


 






    -18- 


     


    

 


(d)      All
approvals, consents, exemptions, authorizations, or other actions by, or notices to, or filings with, any Governmental Authority or any
other Person necessary or required for the consummation of this Amendment shall have been received.


 


(e)       [Reserved].


 


(f)       (i) The
Administrative Agent shall have received from Holdings payment in immediately available funds of (w) all accrued costs, fees and
expenses (including reasonable fees, expenses and other charges of counsel) owing to the Administrative Agent pursuant to Section 11.04
of the Credit Agreement and Section 11.04 of the Amended Credit Agreement, as applicable, in connection with this Amendment, and
(x) all other compensation required to be paid on or prior to the Fifth Amendment Closing Date to the Administrative Agent and its
Affiliates pursuant to that certain Fee Letter, dated as of March 11, 2021, by and among Holdings and BofA Securities, Inc.,
(x) for the account of each Existing Lender, upfront fees in an amount equal to (I) 0.075% of the U.S. Dollar Equivalent of
the stated principal amount of such Existing Lender’s loans under the Term A Facilities and such Existing Lender’s funded
and unfunded commitment under the Revolving Credit Facility (which will include the face amount of any issued but undrawn Letter of Credit)
up to the U.S. Dollar Equivalent of the stated principal amount of such Existing Lender’s loans and commitments under the Amended
Credit Agreement immediately prior to the Fifth Amendment Closing Date (as such U.S. Dollar Equivalent amounts are determined the Administrative
Agent on the basis of the Spot Rate (as of March 26, 2021) for the purchase of U.S. Dollars with, as the case may be, Australian
Dollars or Euros), and (II) 0.25% of the U.S. Dollar Equivalent of the stated principal amount of such Existing Lender’s loans
and unfunded commitments under the Facilities in excess of the amount thereof subject to upfront fees pursuant to clause (x)(I) above
(as such U.S. Dollar Equivalent amount is determined by the Administrative Agent an equivalent manner as set forth in clause (x)(I) above),
in each case, payable in U.S. Dollars to such person under this Amendment and the Amended Credit Agreement.


 


(ii)     Concurrently
with the continuation of the Existing Euro Term A Loans as Term A Loans, the continuation of the Existing AUD Term A Loans as Term A Loans,
the continuation of the Existing U.S. Dollar Term A Loans as Term A Loans, the continuation of the Existing Revolving Credit Loans and
Existing Revolving Credit Commitments as Revolving Credit Loans and Revolving Credit Commitments, respectively, Holdings shall have paid
to each Non-Continuing Euro Term A Lender, each Non-Continuing AUD Term A Lender, each Non-Continuing U.S. Dollar Term A Lender and each
Non-Continuing Revolving Credit Lender all indemnities, cost reimbursements and other Obligations, if any, then due and owing to such
Non-Continuing Euro Term A Lenders, Non-Continuing AUD Term A Lenders, Non-Continuing U.S. Dollar Term A Lenders and Non-Continuing Revolving
Credit Lenders under the Loan Documents (prior to the effectiveness of this Amendment) to the extent Holdings has been notified thereof
prior to the Fifth Amendment Closing Date.


 


(iii)    With
respect to any Loans and Commitments (each under and as defined in the Amended Credit Agreement) outstanding on the Fifth Amendment Closing
Date, Holdings shall have paid all interest and fees accrued pursuant to the Loan Documents through the Fifth Amendment Closing Date,
whether or not otherwise due as of such date.


 


(g)      The
representations and warranties contained in Article 5 of the Amended Credit Agreement shall be true and correct in all material respects,
except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct
in all material respects on and as of such earlier date; provided that any such representations and warranties that is qualified
as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect
to any qualification therein) in all respects.


 






    -19- 


     


    

 


(h)       There
shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or
threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Administrative Agent,
singly or in the aggregate, materially impairs this Amendment, the financing thereof or any of the other transactions contemplated by
the Loan Documents, or that could reasonably be expected to have a Material Adverse Effect.


 


(i)        There
has been no change, occurrence or development since December 31, 2019 that could reasonably be expected to have a Material Adverse
Effect.


 


(j)        No
Default or Event of Default exists or shall exist or be continuing after giving effect to this Amendment.


 


Notwithstanding anything herein to the contrary,
for purposes of determining compliance with the conditions specified in this Section IV, each Required Lender and Consenting
Lender shall be deemed satisfied with each document and each other matter required to be reasonably satisfactory to such Required Lender
or Consenting Lender unless, prior to the Fifth Amendment Closing Date, the Administrative Agent receives notice from such Required Lender
or Consenting Lender specifying such Required Lender’s or Consenting Lender’s objections.


 


SECTION V.   
REPRESENTATIONS AND WARRANTIES


 


In order to induce the Administrative
Agent, the L/C Issuers, the Swing Line Lender, the Replacement Lender and each of the Required Lenders and Consenting Lenders to enter
into this Amendment and to amend the Credit Agreement in the manner provided herein and the Amended Credit Agreement, each Loan Party
represents and warrants on and as of the Fifth Amendment Closing Date to each of the Administrative Agent, the L/C Issuers, the Swing
Line Lender and each of the Required Lenders and Consenting Lenders as follows:


 


		5.1	Existence, Qualification and Power. Each Loan Party (a) is duly organized or formed,
validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization and (b) has
all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute and deliver
this Amendment and perform its obligations under, this Amendment, the Amended Credit Agreement and the other Loan Documents, as applicable.



 


		5.2	Authorization; No Contravention. The execution and delivery of this Amendment and performance
by each Loan Party of this Amendment and the Amended Credit Agreement has been duly authorized by all necessary corporate or other organizational
action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict
with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any
Material Contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries
or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property
is subject; or (c) violate any Law.



 


		5.3	Governmental Authorization; Other Consents. No approval, consent, exemption, authorization,
or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required, except as have
been obtained or made and are in full force and effect, in connection with the execution, delivery or performance by, or enforcement against,
any Loan Party of this Amendment, the Amended Credit Agreement or any other Loan Document to which such Loan Party is a party.



 






    -20- 


     


    

 


		5.4	Binding Effect. This Amendment has been duly executed and delivered by each of the Loan
Parties party thereto. Each of this Amendment and the Amended Credit Agreement constitute a legal, valid and binding obligation of each
Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).



 


		5.5	Incorporation of Representations and Warranties from Credit Agreement. The representations
and warranties contained in Article 5 of the Amended Credit Agreement are and will be true and correct in all material respects on
and as of the Fifth Amendment Closing Date to the same extent as though made on and as of each such date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of
such earlier date; provided that any such representations and warranties that is qualified as to “materiality”, “Material
Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.



 


		5.6	Absence of Default. No event has occurred and is continuing or will result from the consummation
of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.



 


		5.7	Beneficial Ownership.
As of the Amendment Effective Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct
in all respects.



 





SECTION
VI. COLLATERAL DISCLAIMER AND RELEASE; POST-EFFECTIVENESS COLLATERAL MATTERS


 


		6.1	Collateral
                                            Disclaimer and Release. Notwithstanding anything to the contrary contained in the U.S.
                                            Mortgage and the other Loan Documents with respect to the property located at 949 Main Street,
                                            Alexandria, Pennsylvania (the “Disclaimed Property”), the Administrative Agent
                                            and the Lenders disclaim all right, title and interest in and to the Disclaimed Property.



 


Each
Loan Party hereby acknowledges and accepts Administrative Agent’s disclaimer set forth in the preceding paragraph and each further
acknowledges and agrees that notwithstanding the terms of the U.S. Mortgage in respect of the Disclaimed Property, the Credit Agreement
or the other Loan Documents, on and from the Fifth Amendment Closing Date the Administrative Agent and the Lenders shall have no right,
title or interest in or to the Disclaimed Property.


 


		6.2	Collateral
                                            Release. In connection with the disclaimer of all right, title and interest in and to
                                            the Disclaimed Property, the undersigned Lenders hereby consent to the execution and delivery
                                            of a mortgage release with respect to the Disclaimed Property.



 


		6.3	Post-effectiveness
                                            Collateral Matters. Each Loan Party warrants, covenants and agrees with the Administrative
                                            Agent, the L/C Issuers, the Swing Line Lender and each Lender that each Loan Party will execute
                                            and deliver the documents and complete the actions set forth on Schedule 2 hereto
                                            (which Schedule may be updated on or prior to the Fifth Amendment Closing Date from time
                                            to time with the consent of Holdings and the Administrative Agent), in each case, within
                                            the time limits specified on such Schedule or as extended by the Administrative Agent in
                                            its reasonable discretion.



  


SECTION VII.
ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION


 


Each Loan Party hereby confirms
its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents,
including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is party, and
agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby or by the Amended Credit
Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents, including, without
limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party, as supplemented, amended,
amended and restated or otherwise modified in connection with this Amendment, the Amended Credit Agreement and the transactions contemplated
hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to
secure all the Obligations.


 






    -21- 


     


    

 


Each Guarantor hereby acknowledges
that it has reviewed the terms and provisions of the Amended Credit Agreement, the Collateral Documents to which it is a party, the U.S.
Obligations Guaranty, the Foreign Obligations Guaranty and this Amendment and consents to the amendment of the Credit Agreement and the
other Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document, including each of the
Pledge Agreements and the other Foreign Collateral Documents, to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with such Loan Documents
the payment and performance of all “Obligations” and any other obligations under each such Loan Document, including each of
the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case, as such terms are defined in the
applicable Loan Document as the same may be amended as contemplated hereby).


 


Each Guarantor acknowledges
and agrees that each of the Loan Documents, including each of the Pledge Agreements and the other Foreign Collateral Documents, as the
same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue in full force and effect and that
all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness
of this Amendment.


 


Each Guarantor acknowledges
and agrees that (i) notwithstanding the conditions to the Fifth Amendment Closing Date set forth in this Amendment, such Guarantor
is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and
the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement,
this Amendment, the Amended Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any
future amendments to the Amended Credit Agreement.


 


SECTION VIII.
MISCELLANEOUS


 


		8.1	Reference to and Effect on the Credit Agreement and the Other Loan Documents.



 


(i)       On and after the Fifth Amendment Closing Date, each reference in the Amended Credit Agreement to “this Agreement”,
 “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words
of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.


 


(ii)     Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain unchanged and
in full force and effect and are hereby ratified and confirmed.


 


(iii)    The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver
of any right, power or remedy of any Agent or Lender under, the Amended Credit Agreement or any of the other Loan Documents.


 


		8.2	Headings. Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.



 






    -22- 


     


    

 


		8.3	Loan Document. This Amendment shall constitute a “Loan Document” under the terms
of the Amended Credit Agreement.



 


		8.4	Applicable Law; Miscellaneous. THIS AMENDMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN
CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE
HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW
YORK. The provisions of Section 11.14 and Section 11.15 of the Amended Credit Agreement are incorporated by reference herein
and made a part hereof.



 


		8.5	Counterparts. This Amendment may be executed in counterparts (and by different parties hereto
in 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 Amendment by facsimile or other electronic imaging means
shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “execute”,
 “signed,” “signature,” and words of like import in or related to any document to be signed in connection with
this Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on
electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act.



 


		8.6	Further Assurances.
Each of the Loan Parties shall execute and deliver such additional documents and take such additional actions as may be reasonably
requested by the Administrative Agent to effectuate the purposes of this Amendment.



 


		8.7	No Novation.
Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment
of the terms of a pre-existing Indebtedness and related agreement, as evidenced by the Credit Agreement.



 


		8.8	Administrative Agent Authorization.
Holdings, the Required Lenders and the Consenting Lenders hereby authorize the Administrative Agent, in consultation with Holdings,
to (i) determine all amounts, percentages and other information with respect to the Commitments and Loans of each Continuing Euro
Term A Lender, each Continuing AUD Term A Lender, each Continuing U.S. Dollar Term A Lender and each Continuing Revolving Credit Lender
and (ii) enter and complete all such amounts, percentages and other information in the Register maintained pursuant to Section 11.06(c) of
the Amended Credit Agreement, as appropriate. The Administrative Agent’s determination and entry and completion shall be conclusive
and shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers
under the Amended Credit Agreement, in each case, absent manifest error. For the avoidance of doubt, the provisions of Article 9
and Section 11.06 of each of the Amended Credit Agreement shall apply to any determination, entry or completion made by the Administrative
Agent pursuant to this Section 8.8.



 


[Remainder of this page intentionally left
blank.]


 




    -23- 


     


    

 



 


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


 


	HOLDINGS AND U.S. BORROWER: 	ACCO BRANDS CORPORATION
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name: 	Neal V. Fenwick
	 	 	Title: 	Executive Vice President and Chief Financial Officer
	 	 
	 	 
	AUSTRALIAN BORROWER:	 
	 	 
	Executed by ACCO BRANDS AUSTRALIA	 
	HOLDING PTY. LTD. in accordance with	 
	Section 127 of the Corporations Act 2001	 



 


	/s/ Neal V. Fenwick	 	/s/ Pamela R. Schneider
	Signature of director	 	Signature of director
	 	 	 
	Name: Neal V. Fenwick, a Responsible Officer for the above-referenced company	 	Name: Pamela R. Schneider, a Responsible Officer for the above-referenced company



 


[Signature
Page to Fifth Amendment to Third Amended and Restated Credit Agreement]



 






     


     


    

 


	GUARANTORS:	ACCO BRANDS CORPORATION
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name:	 Neal V. Fenwick
	 	 	Title: 	Executive Vice President and Chief Financial Officer
	 	 
	 	ACCO BRANDS USA LLC
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name:	 Neal V. Fenwick
	 	 	Title:	 Executive Vice President and Chief Financial Officer
	 	 
	 	GENERAL BINDING LLC
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name: 	Neal V. Fenwick
	 	 	Title: 	Vice President
	 	 
	 	ACCO BRANDS INTERNATIONAL, INC.
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name:	 Neal V. Fenwick
	 	 	Title: 	Vice President
	 	 
	 	ACCO EUROPE FINANCE HOLDINGS, LLC
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name: 	Neal V. Fenwick
	 	 	Title: 	Vice President
	 	 
	 	ACCO EUROPE INTERNATIONAL HOLDINGS, LLC
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name:	 Neal V. Fenwick
	 	 	Title:	 Vice President



 


[Signature
Page to Fifth Amendment to Third Amended and Restated Credit Agreement]


 






     


     


    

 


	 	GBC INTERNATIONAL, INC.
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name: 	Neal V. Fenwick
	 	 	Title: 	Vice President and Treasurer
	 	 
	 	 
	 	ACCO INTERNATIONAL HOLDINGS, INC.
	 	 
	 	 
	 	By:	 /s/ Neal V. Fenwick
	 	 	Name: 	Neal V. Fenwick
	 	 	Title: 	Vice President
	 	 
	 	 
	 	NESCHEN GBC GRAPHIC FILMS, LLC
	 	 
	 	 
	 	By:	 /s/ Neal V. Fenwick
	 	 	Name: 	Neal V. Fenwick
	 	 	Title: 	Supervisory Director
	 	 
	 	 
	 	ESSELTE U.S. FV, LLC
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name:	 Neal V. Fenwick
	 	 	Title: 	Vice President and Treasurer
	 	 
	 	 
	 	ESSELTE EUROPEAN HOLDINGS LLC
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name: 	Neal V. Fenwick
	 	 	Title: 	Vice President and Treasurer
	 	 
	 	 
	 	ESSELTE LLC
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	Name:	 Neal V. Fenwick
	 	 	Title:	 Vice President and Treasurer
	 	 
	 	 
	 	ESSELTE HOLDINGS LLC
	 	 
	 	 
	 	By:	 /s/ Neal V. Fenwick
	 	 	Name:	 Neal V. Fenwick
	 	 	Title:	 Vice President and Treasurer



 


[Signature
Page to Fifth Amendment to Third Amended and Restated Credit Agreement]


 






     


     


    

 


	 	ACCO BRANDS AUSTRALIA HOLDING PTY. LTD.
	 	 
	 	 
	 	By: 	/s/ Neal V. Fenwick
	 	 	 
	 	Signature of director
	 	 
	 	Name: Neal V. Fenwick, a Responsible Officer for
    the above-referenced company
	 	 
	 	 
	 	By:	 /s/ Pamela R. Schneider
	 	 	 
	 	Signature of director
	 	 
	 	Name:Pamela R. Schneider, a Responsible Officer for the above-referenced company
	 	 
	 	 
	 	ACCO BRANDS AUSTRALIA PTY. LTD.
	 	 
	 	 
	 	By:	 /s/ Neal V. Fenwick
	 	 	 
	 	Signature of director
	 	 
	 	Name: Neal V. Fenwick, a Responsible Officer for
    the above-referenced company
	 	 
	 	 
	 	By:	 /s/ Pamela R. Schneider
	 	 	 
	 	Signature of director
	 	 
	 	Name: Pamela R. Schneider, a Responsible Officer
    for the above-referenced company



 


[Signature
Page to Fifth Amendment to Third Amended and Restated Credit Agreement]


 






     


     


    

 


	 	BANK OF AMERICA, N.A.,

as Administrative Agent, AUD Term A Lender,

Euro Term A Lender, U.S. Dollar Term A Lender,

Revolving Credit Lender, Replacement Lender,

Swing Line Lender and L/C Issuer
	 	 
	 	 
	 	By:	 /s/ Jonathan M. Phillips
	 	 	Name: 	Jonathan M. Phillips
	 	 	Title: 	Senior Vice President



 


[Signature
Page to Fifth Amendment to Third Amended and Restated Credit Agreement]


 






     


     


    





  


ANNEX I


 


EURO TERM A LENDER CONSENT TO FIFTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


	 	[NAME OF EURO TERM A LENDER], as a Term A Lender
	 	 
	 	By	     
	 	Name:
	 	Title:
	 	 
	 	[[For EURO Term A Lenders requiring a second signature block]
	 	 
	 	By	 
	 	Name:
	 	Title:]
	 	 



 


 


PROCEDURE FOR EURO TERM A LENDERS:


 


The above-named Euro Term A Lender elects to:


 


OPTION
A – CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING EURO TERM A LOANS :  ̈
Consent and agree to (1) this Amendment and the Amended Credit Agreement, (2) sell the entire aggregate principal amount of
its Existing Euro Term A Loans via an assignment (at 100% of par) on the Fifth Amendment Closing Date pursuant to a Master Assignment
and (3) as of a date selected by the Administrative Agent (which date shall not be before the Fifth Amendment Closing Date, purchase
via an assignment Euro Term A Loans (under and as defined in the Amended Credit Agreement) in an aggregate principal amount equal to (x) the
entire aggregate principal amount of its Existing Euro Term A Loans so sold via assignment pursuant to clause (2) minus (y) the
Decreased Amount (if any) applicable to such Euro Term A Lender. Such assignment shall be made at 100% of par.


 


OPTION
B – CONSENT TO AMENDMENT ONLY:  ̈ Consent to the Amendment and the Amended
Credit Agreement, but does not consent to the continuation of any of its Existing Euro Term A Loans as Euro Term A Loans (as defined under
the Amended Credit Agreement).








 









    Annex I


     


    







 


ANNEX II


 


AUD TERM A LENDER CONSENT TO FIFTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


	 	[NAME OF AUD TERM A LENDER], as a Term A Lender
	 	 
	 	By	 
	 	Name:
	 	Title:
	 	 
	 	[[For AUD Term A Lenders requiring a second signature block]
	 	 
	 	By	     
	 	Name:
	 	Title:]



 





PROCEDURE FOR AUD TERM A LENDERS:


 


The above-named AUD Term A Lender elects to:


 


OPTION
A – CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING AUD TERM A LOANS :  ̈
Consent and agree to (1) this Amendment and the Amended Credit Agreement, (2) sell the entire aggregate principal amount of
its Existing AUD Term A Loans via an assignment (at 100% of par) on the Fifth Amendment Closing Date pursuant to a Master Assignment and
(3) as of a date selected by the Administrative Agent (which date shall not be before the Fifth Amendment Closing Date, purchase
via an assignment AUD Term A Loans (under and as defined in the Amended Credit Agreement) in an aggregate principal amount equal to (x) the
entire aggregate principal amount of its Existing AUD Term A Loans so sold via assignment pursuant to clause (2) minus (y) the
Decreased Amount (if any) applicable to such AUD Term A Lender. Such assignment shall be made at 100% of par.


 


OPTION
B – CONSENT TO AMENDMENT ONLY:  ̈ Consent to the Amendment and the Amended
Credit Agreement, but does not consent to the continuation of any of its Existing AUD Term A Loans as AUD Term A Loans (as defined under
the Amended Credit Agreement).








 






    Annex II


     


    




 


ANNEX III


 


U.S. DOLLAR TERM A LENDER CONSENT TO FIFTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


	 	[NAME OF U.S. DOLLAR TERM A LENDER], as a Term A Lender
	 	 
	 	By	    
	 	Name:
	 	Title:
	 	 
	 	[[For U.S. Dollar Term A Lenders requiring a second signature block]
	 	 
	 	By	 
	 	Name:
	 	Title:]



 








PROCEDURE FOR U.S. DOLLAR TERM A LENDERS:


 


The above-named U.S. Dollar Term A Lender elects to:


 


OPTION
A – CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING U.S. DOLLAR TERM A LOANS :  ̈
Consent and agree to (1) this Amendment and the Amended Credit Agreement, (2) sell the entire aggregate principal amount of
its Existing U.S. Dollar Term A Loans via an assignment (at 100% of par) on the Fifth Amendment Closing Date pursuant to a Master Assignment
and (3) as of a date selected by the Administrative Agent (which date shall not be before the Fifth Amendment Closing Date, purchase
via an assignment U.S. Dollar Term A Loans (under and as defined in the Amended Credit Agreement) in an aggregate principal amount equal
to (x) the entire aggregate principal amount of its Existing U.S. Dollar Term A Loans so sold via assignment pursuant to clause (2) minus
(y) the Decreased Amount (if any) applicable to such U.S. Dollar Term A Lender. Such assignment shall be made at 100% of par.


 


OPTION
B – CONSENT TO AMENDMENT ONLY:  ̈ Consent to the Amendment and the Amended
Credit Agreement, but does not consent to the continuation of any of its Existing U.S. Dollar Term A Loans as U.S. Dollar Term A Loans
(as defined under the Amended Credit Agreement).








 






    Annex III


     


    







 


ANNEX IV


 


REVOLVING CREDIT LENDER CONSENT TO FIFTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


	 	[NAME OF REVOLVING CREDIT LENDER], as a Revolving Credit Lender
	 	 
	 	By	       
	 	Name:
	 	Title:
	 	 
	 	[[For Revolving Credit Lender requiring a second signature block]
	 	 
	 	By	 
	 	Name:
	 	Title:]




  


PROCEDURE FOR REVOLVING CREDIT LENDERS:


 


The above-named Revolving Credit Lender elects to:


 


OPTION
A – CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING REVOLVING CREDIT LOANS AND EXISTING REVOLVING CREDIT COMMITMENTS:  ̈
Consent and agree to (1) this Amendment and the Amended Credit Agreement, (2) sell the entire aggregate principal amount of
its Existing Revolving Credit Loans and Existing Revolving Credit Commitments via an assignment (at 100% of par) on the Fifth Amendment
Closing Date pursuant to a Master Assignment and (3) as of a date selected by the Administrative Agent (which date shall not be before
the Fifth Amendment Closing Date), purchase via an assignment Revolving Credit Loans and Revolving Credit Commitments, respectively (each
under and as defined in the Amended Credit Agreement) in an aggregate principal amount equal to (x) the entire aggregate principal
amount of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments so sold via assignment pursuant to clause (2) minus
(y) the Decreased Amount (if any) applicable to such Revolving Credit Lender. Such assignment shall be made at 100% of par.


 


OPTION
B – CONSENT TO AMENDMENT ONLY:  ̈ Consent to the Amendment and the Amended
Credit Agreement, but does not consent to the continuing any of its Existing Revolving Credit Loans or Existing Revolving Credit Commitments
as Revolving Credit Loans and Revolving Credit Commitments, respectively (each as defined under the Amended Credit Agreement).








 






    Annex IV


     


    




 


ANNEX V


 


FORM OF MASTER ASSIGNMENT AND ASSUMPTION
AGREEMENT





FOR ACCO BRANDS CORPORATION





FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT


 


This Master Assignment and Assumption Agreement
(this “Master Assignment and Assumption”) is dated as of the Effective Date set forth below (the “Effective
Date”) and is entered into by and between each Assignor identified in item 1 below (each, an “Assignor”)
and the Assignee identified in item 2 below (the “Assignee”). It is understood and agreed that the rights and
obligations of each of the Assignors hereunder are several and not joint. Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The
standard terms and conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby
agreed to and incorporated herein by reference and made a part of this Master Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration, each Assignor hereby
irrevocably sells and assigns to the Assignee as described below, and the Assignee hereby irrevocably purchases and assumes from the applicable
Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date, (i) all
of the applicable Assignor’s rights and obligations in its capacity as an Euro Term A Lender, AUD Term A Lender, U.S. Dollar Term
A Lender and/or Revolving Credit Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to
the extent related to the principal amount of Euro Term A Loans, AUD Term A Loans, U.S. Dollar
Term A Loans and/or Revolving Credit Commitments and Revolving Credit Loans identified opposite such Lender’s name on Schedule
I hereto under the caption “Euro Term A Loans held immediately prior to the Effective Date”, “AUD Term A Loans held
immediately prior to the Effective Date”, “U.S. Dollar Term A Loans held immediately prior to the Effective Date” and/or
 “Revolving Credit Commitments/Revolving Credit Loans held immediately prior to the Effective Date”, as applicable, and (ii) to
the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of the applicable Assignor
(in its capacity as an Euro Term A Lender, AUD Term A Lender, U.S. Dollar Term A Lender and/or Revolving Credit Lender under the Credit
Agreement) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to as an “Assigned Interest”). Each such
sale and assignment is without recourse to any Assignor and, except as expressly provided in this Master Assignment and Assumption, without
representation or warranty by any Assignor.


 


By purchasing the Assigned Interest, the Assignee
agrees that, for purposes of that certain Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of March 31, 2021
(the “Amendment”), by and among Holdings, the Australian Borrower, certain subsidiaries of Holdings, the Required Lenders
and Consenting Lenders referred to therein, the Administrative Agent, the L/C Issuers and the Swing Line Lender, to the Credit Agreement
(as defined below), it shall be deemed to have consented and agreed to (1) the Amendment and the Amended Credit Agreement and (2) the
amendment of the Credit Agreement (in the form of the Amended Credit Agreement attached to the Amendment).








 






    Annex V-1


     


    




 


	1.	Assignor:	Each person identified on Schedule I hereto	 
	 	 	 	 
	2.	Assignee:	
    Bank of America, N.A. 

	 	 	 
	3.	Borrowers:	ACCO Brands Corporation, ACCO Brands Australia Holding Pty. Ltd
	 	 	 
	4.	Administrative Agent:	Bank of America, N.A., as the Administrative Agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Fifth Amendment to Third Amended and Restated Credit Agreement dated as of March 31, 2021 among ACCO BRANDS CORPORATION, ACCO Brands Australia Holding Pty. Ltd., certain Subsidiaries to Holdings party thereto, the Lenders parties thereto, BANK OF AMERICA, N.A., as Administrative Agent, and the other agents parties thereto which amends that certain Third Amended and Restated Credit Agreement, dated as of January 27, 2017 (as previously amended by the First Amendment, dated as of July 26, 2018, the Second Amendment, dated as of May 23, 2019, the Third Amendment, dated as of May 1, 2020, the Fourth Amendment, dated as of November 10, 2020, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement” and the Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”).
	 	 	 
	6.	Assigned Interest[s]:	As indicated on Schedule I hereto.





 


Effective Date: March 31, 2021


 


[Remainder of page intentionally left blank]








 






    Annex V-2


     


    




 


	BANK OF AMERICA, N.A.,	 
	as Assignee	 
	 	 
	By:	                          	 
	Title:	 
	 	 
	 	 
	Consented to and Accepted:	 
	BANK OF AMERICA, N.A., as	 
	Administrative Agent, L/C Issuer and	 
	Swing Line Lender	 
	 	 
	By:		 
	Title:	 
	 	 
	 	 
	Consented to and Accepted:	 
	ACCO BRANDS CORPORATION	 
	 	 
	 	 
	By:	 	 
	Title:	 
	 	 




 


Signature
Page to Master Assignment and Assumption Agreement


 






     


     


    





 


ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR


MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT


 


1. Representations and Warranties.


 


1.1. Assignors. Each Assignor (a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned Interest transferred by it hereunder, (ii) such Assigned
Interest transferred by it hereunder is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power
and authority, and has taken all action necessary, to execute and deliver this Master Assignment and Assumption (or, if it fails to so
execute and deliver this Master Assignment and Assumption Agreement, it acknowledges that it will be deemed to have done so pursuant to
Section 11.13 of the Credit Agreement) and to consummate the transactions by it contemplated hereby; and (b) assumes no responsibility
with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other
Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or
any collateral thereunder, (iii) the financial condition of Holdings or any of its respective Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings or any of its respective Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2. Assignee. The Assignee (a) represents
and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Master Assignment
and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all the requirements to be an assignee under Sections 11.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to
such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement (as such Credit Agreement may be further amended, amended
and restated or supplemented from time to time) as a Lender thereunder and, to the extent of the applicable Assigned Interests acquired
by it hereunder, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire
the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has
received or has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01
thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Master Assignment and Assumption and to purchase such Assigned Interests acquired by it hereunder, independently and
without reliance upon the Administrative Agent or any other Lender or the L/C Issuer and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Master Assignment and Assumption and to purchase
the Assigned Interest and (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant
to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (b) agrees that (x) it will, independently
and without reliance upon the Administrative Agent, any Assignor or any other Lender or the L/C Issuer, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the
Loan Documents, and (y) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender.


 


2. Payments. From and after the Effective
Date, the Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest,
fees and other amounts) to the applicable Assignors for amounts which have accrued to but excluding the Effective Date and to the Assignee
for amounts which have accrued from and after the Effective Date.


 






    Annex 1 - 1


     


    

 


3. General Provisions. This Master Assignment
and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted
under the Credit Agreement. This Master Assignment and Assumption may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument.
Delivery of an executed counterpart of a signature page of this Master Assignment and Assumption by facsimile or other electronic
imaging means shall be effective as delivery of a manually executed counterpart of this Master Assignment and Assumption. This Master
Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without regard to principles
of conflicts of law that would result in the application of any law other than the law of the State of New York.


 









    Annex 1 - 2


     


    

 


SCHEDULE I


 


Euro Term A Loans


 


	ASSIGNOR	Euro Term A Loans held

 immediately prior to the 

Effective Date	Euro Term A Loans held

 immediately following

 the Effective Date
	 	$ [ _]	$-
	 	$ [ _]	$-


 


AUD Term A Loans


 


	ASSIGNOR	AUD Term A Loans 

held immediately prior 

to the Effective Date	AUD Term A Loans

 held immediately 

following the Effective

 Date
	 	$ [ _]	$-
	 	$ [ _]	$-


 






    


     


    

 


U.S. Dollar Term A Loans


 


	ASSIGNOR	U.S. Dollar Term A

 Loans held immediately 

prior to the Effective 

Date	U.S. Dollar Term A 

Loans held immediately

 following the Effective 

Date
	 	$ [ _]	$-
	 	$ [ _]	$-


 


Revolving Credit Commitments/Revolving Credit Loans


 


	ASSIGNOR	Revolving Credit

Commitments/Revolving

 Credit Loans held

 immediately prior to the

 Effective Date	Revolving Credit

 Commitments/ 

Revolving Credit Loans

 held immediately

 following the Effective

 Date
	 	$ [ _]	$-
	 	$ [ _]	$-


 


[Additional pages shall be attached hereto
at the discretion of the Administrative Agent, to the extent deemed necessary or advisable by Administrative Agent to reflect calculation
of amounts and percentages of assignments]