Amended and Restated Credit Agreement



 Exhibit 10.2 
 CONFIDENTIAL TREATMENT 
 [***] Indicates that text has been omitted
which is the subject of a confidential treatment request. This text has been separately filed with the SEC. 
 Execution Version 
  
  
  
 Published CUSIP Numbers: 

(Deal) 74018DAA4 
 (Revolver) 74018DAB2 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 Dated as of October 14, 2005 
 among 
 PRECISION CASTPARTS CORP., 
 as the Borrower, 
 BANK OF AMERICA, N.A., 
 as Administrative Agent, Swing Line Lender and 
 L/C Issuer, 
 CITIBANK, N.A., 
 WACHOVIA BANK, NATIONAL ASSOCIATION 
 and 
 MIZUHO
CORPORATE BANK (USA), 
 as Co-Documentation Agents, 
 and 
 The Other Lenders Party Hereto 
 BANC OF AMERICA SECURITIES LLC, 
 as 
 Sole Lead Arranger and Sole Book Manager 
  
  
  







 TABLE OF CONTENTS 
  

					
	 Section
	  	 	  	Page
	ARTICLE I.	  	DEFINITIONS AND ACCOUNTING TERMS	  	1
			
	 1.01
	  	Assignment and Allocations; Amendment and Restatement	  	1
			
	 1.02
	  	Defined Terms	  	3
			
	 1.03
	  	Other Interpretive Provisions	  	24
			
	 1.04
	  	Accounting Terms	  	25
			
	 1.05
	  	Rounding	  	26
			
	 1.06
	  	References to Agreements and Laws	  	26
			
	 1.07
	  	Times of Day	  	26
			
	 1.08
	  	Letter of Credit Amounts	  	26
			
	ARTICLE II.	  	THE COMMITMENTS AND CREDIT EXTENSIONS	  	27
			
	 2.01
	  	Revolving Loans	  	27
			
	 2.02
	  	Borrowings, Conversions and Continuations of Revolving Loans	  	27
			
	 2.03
	  	Letters of Credit	  	28
			
	 2.04
	  	Swing Line Loans	  	36
			
	 2.05
	  	Prepayments	  	39
			
	 2.06
	  	Termination or Reduction of Commitments	  	40
			
	 2.07
	  	Repayment of Loans	  	40
			
	 2.08
	  	Interest	  	40
			
	 2.09
	  	Fees	  	41
			
	 2.10
	  	Computation of Interest and Fees	  	42
			
	 2.11
	  	Evidence of Debt	  	42
			
	 2.12
	  	Payments Generally; Administrative Agent’s Clawback	  	42
			
	 2.13
	  	Sharing of Payments	  	44
			
	 2.14
	  	Increase in Commitments	  	45
			
	ARTICLE III.	  	TAXES, YIELD PROTECTION AND ILLEGALITY	  	46
			
	 3.01
	  	Taxes	  	46
			
	 3.02
	  	Illegality	  	48
			
	 3.03
	  	Inability to Determine Rates	  	49
			
	 3.04
	  	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	  	49

  

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 TABLE OF CONTENTS 
  

					
	 Section
	  	 	  	Page
	 3.05
	  	Funding Losses	  	50
			
	 3.06
	  	Matters Applicable to all Requests for Compensation	  	50
			
	 3.07
	  	Survival	  	51
			
	 3.08
	  	Replacement Lenders	  	51
			
	ARTICLE IV.	  	CONDITIONS PRECEDENT TO SIGNING AND CREDIT EXTENSIONS	  	51
			
	 4.01
	  	Conditions of Initial Credit Extension	  	51
			
	 4.02
	  	Conditions to all Credit Extensions	  	53
			
	ARTICLE V.	  	REPRESENTATIONS AND WARRANTIES	  	54
			
	 5.01
	  	Existence, Qualification and Power; Compliance with Laws	  	54
			
	 5.02
	  	Authorization; No Contravention	  	54
			
	 5.03
	  	Governmental Authorization; Other Consents	  	54
			
	 5.04
	  	Binding Effect	  	54
			
	 5.05
	  	Financial Statements; No Material Adverse Effect	  	54
			
	 5.06
	  	Litigation	  	55
			
	 5.07
	  	No Default	  	55
			
	 5.08
	  	Ownership of Property; Liens	  	55
			
	 5.09
	  	Environmental Compliance	  	55
			
	 5.10
	  	Insurance	  	55
			
	 5.11
	  	Taxes	  	56
			
	 5.12
	  	ERISA Compliance	  	56
			
	 5.13
	  	Subsidiaries	  	56
			
	 5.14
	  	Margin Regulations; Investment Company Act; Public Utility Holding Company Act	  	56
			
	 5.15
	  	Disclosure	  	57
			
	 5.16
	  	Compliance with Laws	  	57
			
	 5.17
	  	Intellectual Property; Licenses, Etc	  	57
			
	 5.18
	  	Solvency	  	57
			
	ARTICLE VI.	  	AFFIRMATIVE COVENANTS	  	58
			
	 6.01
	  	Financial Statements	  	58
			
	 6.02
	  	Certificates; Other Information	  	59

  

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 TABLE OF CONTENTS 
  

					
	 Section
	  	 	  	Page
	 6.03
	  	Notices	  	60
			
	 6.04
	  	Payment of Obligations	  	61
			
	 6.05
	  	Preservation of Existence, Etc	  	61
			
	 6.06
	  	Maintenance of Properties	  	61
			
	 6.07
	  	Maintenance of Insurance	  	62
			
	 6.08
	  	Compliance with Laws	  	62
			
	 6.09
	  	Books and Records	  	62
			
	 6.10
	  	Inspection Rights	  	62
			
	 6.11
	  	Use of Proceeds	  	62
			
	 6.12
	  	Performance of Contractual Obligations	  	62
			
	 6.13
	  	Additional Guarantors	  	63
			
	 ARTICLE VII.
	  	NEGATIVE COVENANTS	  	63
			
	 7.01
	  	Liens	  	63
			
	 7.02
	  	Investments	  	65
			
	 7.03
	  	Indebtedness	  	65
			
	 7.04
	  	Fundamental Changes	  	66
			
	 7.05
	  	Dispositions	  	67
			
	 7.06
	  	Change in Nature of Business	  	68
			
	 7.07
	  	Transactions with Affiliates	  	68
			
	 7.08
	  	Burdensome Agreements	  	68
			
	 7.09
	  	Use of Proceeds	  	68
			
	 7.10
	  	Financial Covenants	  	69
			
	 7.11
	  	Amendments of Certain Indebtedness	  	69
			
	 ARTICLE VIII.
	  	EVENTS OF DEFAULT AND REMEDIES	  	69
			
	 8.01
	  	Events of Default	  	69
			
	 8.02
	  	Remedies Upon Event of Default	  	71
			
	 8.03
	  	Application of Funds	  	72
			
	 ARTICLE IX.
	  	ADMINISTRATIVE AGENT	  	73
			
	 9.01
	  	Appointment and Authorization of Administrative Agent	  	73
			
	 9.02
	  	Rights as a Lender	  	73

  

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 TABLE OF CONTENTS 
  

					
	 Section
	  	 	  	Page
	 9.03
	  	Exculpatory Provisions	  	73
			
	 9.04
	  	Reliance by Administrative Agent	  	74
			
	 9.05
	  	Delegation of Duties	  	74
			
	 9.06
	  	Resignation of Administrative Agent	  	74
			
	 9.07
	  	Non-Reliance on Administrative Agent and Other Lenders	  	75
			
	 9.08
	  	No Other Duties, Etc	  	76
			
	 9.09
	  	Administrative Agent May File Proofs of Claim	  	76
			
	 9.10
	  	Guaranty Matters	  	76
			
	ARTICLE X.	  	MISCELLANEOUS	  	77
			
	 10.01
	  	Amendments, Etc	  	77
			
	 10.02
	  	Notices; Effectiveness; Electronic Communication	  	78
			
	 10.03
	  	No Waiver; Cumulative Remedies	  	80
			
	 10.04
	  	Expenses; Indemnity; Damage Waiver	  	80
			
	 10.05
	  	Payments Set Aside	  	82
			
	 10.06
	  	Successors and Assigns	  	82
			
	 10.07
	  	Treatment of Certain Information; Confidentiality	  	87
			
	 10.08
	  	Set-off	  	87
			
	 10.09
	  	Interest Rate Limitation	  	88
			
	 10.10
	  	Counterparts; Effectiveness	  	88
			
	 10.11
	  	Integration	  	88
			
	 10.12
	  	Survival of Representations and Warranties	  	88
			
	 10.13
	  	Severability	  	89
			
	 10.14
	  	Governing Law; Jurisdiction; Etc	  	89
			
	 10.15
	  	Waiver of Right to Trial by Jury	  	89
			
	 10.16
	  	USA PATRIOT Act Notice	  	90
			
	SCHEDULES	  		  	
		
	 1.01(a)
	  	Revolving Credit Commitments and Pro Rata Shares
		
	 1.01(b)
	  	Non-Core Subsidiaries
		
	 5.06
	  	Litigation [Portions omitted pursuant to Confidential Treatment Request; 19 pages omitted]

  

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 TABLE OF CONTENTS 
  

			
	 Section
	  	 Page

	 5.09
	  	Environmental Matters [Portions omitted pursuant to Confidential Treatment Request; 1 page omitted]
		
	 5.12
	  	ERISA Compliance
		
	 5.17
	  	Intellectual Property Matters [Portions omitted pursuant to Confidential Treatment Request; 1 page omitted]
		
	 7.08
	  	Existing Burdensome Agreements
		
	 10.02
	  	Administrative Agent’s Office, Certain Addresses for Notices
		
	 10.06
	  	Processing and Recordation Fees

 EXHIBITS 
  

			
		  	Form of
		
	 A
	  	Revolving Loan Notice
	 B
	  	Swing Line Loan Notice
	 C
	  	Note
	 D
	  	Compliance Certificate
	 E
	  	Assignment and Assumption
	 F
	  	Amendment No. 1 to Guaranty Agreement

  

 -v- 








 AMENDED AND RESTATED CREDIT AGREEMENT 
 This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of October 14, 2005 among
PRECISION CASTPARTS CORP., an Oregon corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer. 
 PRELIMINARY STATEMENTS 
 A. The Borrower, the lenders party thereto and the Administrative Agent are parties to that certain Credit Agreement dated as of
December 9, 2003 (as amended to (but excluding) the date hereof, the “Existing Credit Agreement”), pursuant to which certain of such lenders originally agreed to make available to the Borrower (i) a revolving credit
facility of up to $400,000,000, including a letter of credit subfacility of up to $50,000,000 and a swing line subfacility of up to $25,000,000, and (ii) a term loan facility in an initial aggregate principal amount of $300,000,000. 

B. The Borrower has requested that the Existing Credit Agreement be amended and restated in order to, among other things,
(i) convert the entire facility into a revolving credit facility, (ii) extend the maturity date of the revolving credit facility, (iii) increase the maximum aggregate principal amount of the revolving credit facility to $1,000,000,000
(subject to an increase option provided in this Agreement) and (iv) make certain other amendments to the Existing Credit Agreement (collectively, the “Amendment and Restatement”). 
 C. The parties hereto are willing to amend and restate the Existing Credit Agreement and to make and continue to make a revolving credit
facility, with letter of credit and swing line subfacilities, available to the Borrower upon the terms and conditions set forth herein. 
 In
consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Lenders and the Administrative Agent agree to amend and restate the Existing Credit Agreement
in its entirety as follows: 
 ARTICLE I. 
 DEFINITIONS AND ACCOUNTING TERMS 
 1.01 Assignment and Allocations;
Amendment and Restatement. 
 (a) As of the Closing Date (immediately prior to the effectiveness of this Agreement),
(i) the Aggregate Revolving Credit Commitments (as defined in the Existing Credit Agreement) under the Revolving Credit Facility (as defined in the Existing Agreement) are $400,000,000, (ii) the principal amount of the Revolving Loans (as
defined in the Existing Agreement and referred to hereinafter as “Existing Revolving Loans”) outstanding under the Existing Credit Agreement is $0, (iii) there are no Swing Line Loans (as defined in the Existing Credit
Agreement) outstanding under the Existing Credit Agreement, (iv) there are $5,735,406 of Letter of Credit Outstandings (as defined in the Existing Credit Agreement), all of which are issued and undrawn Letters of Credit (as defined in the
Existing Credit Agreement) and (vi) the Outstanding Amount of the Term Loan A (as each such term is defined in the Existing Credit Agreement) is $218,000,000. 







 (b) Simultaneously with the Closing Date, the parties hereby agree that (i) the
Revolving Credit Commitment of each of the Lenders shall be as set forth in Schedule 1.01(a) hereof, and the Outstanding Amount of the Existing Revolving Loans and the Outstanding Amount of the Term Loan A under the Existing Credit Agreement
(in each case without giving effect to any further Borrowings of Revolving Loans under this Agreement on the Closing Date) shall be reallocated as outstanding Revolving Loans hereunder in accordance with such Revolving Credit Commitments, and the
requisite assignments shall be deemed to be made in such amounts among the Lenders (including both the Revolving Lenders under the Existing Credit Agreement (the “Existing Revolving Lenders”) and the Term Loan A Lenders under the
Existing Credit Agreement (the “Existing Term Lenders”)) and from each Lender to each other Lender (and, if necessary, to Lenders from Existing Revolving Lenders and/or Existing Term Lenders who elect not to become Lenders under
this Agreement or who reduce their commitments in connection with this Agreement), with the same force and effect as if such assignments were evidenced by applicable Assignments and Assumption (as defined in the Existing Credit Agreement) under the
Existing Credit Agreement, but without the payment of any related assignment fee, (ii) the Swing Line (as defined under the Existing Credit Agreement) shall continue as the Swing Line hereunder, with the Swing Line Sublimit set out herein, and
the Swing Line Loans (as defined in the Existing Credit Agreement), if any, shall continue as and deemed to be Swing Line Borrowings hereunder, (iii) the Letter of Credit Sublimit (as defined in the Existing Credit Agreement) shall continue as
the Letter of Credit Sublimit hereunder as such Letter of Credit Sublimit has been increased as set forth herein and (iv) all Letters of Credit (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall
continue as Letters of Credit outstanding under this Agreement. 
 (c) Notwithstanding anything to the contrary in the Existing
Credit Agreement or in this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be, or shall be required to be, executed in connection with the assignments set forth in Section 1.01(b) above (all
of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the applicable Lenders
shall make full cash settlement with one another, and with any Existing Revolving Lender or Existing Term Lender that may not be a Lender under this Agreement, either directly or through the Administrative Agent, as the Administrative Agent may
direct or approve, with respect to all assignments, reallocations and other changes in Revolving Credit Commitments and the portion of the Outstanding Amount of Revolving Loans allocable to each Lender, such that after giving effect to such
settlements the Revolving Credit Commitment of each Lender shall be as set forth on Schedule 1.01(a). 
 (d) The
Borrower, each Guarantor, the Administrative Agent and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Credit Agreement that in any manner govern or evidence the Obligations, the
rights and interests of the Administrative Agent and the Lenders, in any of their respective capacities, and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms,
conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. 
  

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 (e) Notwithstanding this amendment and restatement of the Existing Credit Agreement,
including anything in this Section 1.01, and certain of the related “Loan Documents” as defined in the Existing Credit Agreement (the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and
obligations owing by the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder, as amended, supplemented or otherwise modified by the terms of this Agreement, (ii) each of this
Agreement and the Notes and the other Loan Documents is given as a substitution or supplement of, as the case may be, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower and the Guarantors under the Existing Credit
Agreement or any Prior Loan Document and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan Documents will remain in full force and effect, as set forth in this
Agreement. Upon the effectiveness of this Agreement, and following the conversion of the Existing Revolving Loans and the Outstanding Amount of the Term Loan A under the Existing Credit Agreement into an Outstanding Amount of Revolving Loans funded
on the Closing Date, all Loans (as defined in the Existing Credit Agreement) owing by the Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder subject to the terms hereof. Base Rate Loans under the Existing
Agreement shall continue to accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall be terminated and
shall, along with any additional amounts to be advanced hereunder on the Closing Date, be Eurodollar Rate Loans or Base Rate Loans under this Agreement for the applicable Interest Periods, as elected by the Borrower in the manner provided in this
Agreement. The Borrower agrees that it will pay any additional amounts required pursuant to Section 3.05 (or the similar provision of the Existing Credit Agreement) in connection with termination of Interest Periods and the allocation of
Loans pursuant to this Section 1.01(a) as if such Loans were being prepaid or converted prior to the end of an Interest Period, as applicable. 
 1.02 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 
 “Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of
the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a
Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary), provided that the Company or the Subsidiary is the surviving Person. 
 “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or
any successor administrative agent. 
 “Administrative Agent’s Office” means the Administrative
Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. 
  

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 “Administrative Questionnaire” means an Administrative Questionnaire in a
form supplied by the Administrative Agent. 
 “Affiliate” means, with respect to any Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 
 “Aggregate Revolving Credit Commitments” means the Revolving Credit Commitments of all the Lenders. 
 “Agreement” means this Amended and Restated Credit Agreement. 
 “Amendment and Restatement” has the meaning set forth in the Preliminary Statements hereto. 
 “Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth
below: 
 Applicable Rate 
  

							
	 Pricing
 Level
	 	 Debt Ratings
 S&P/Moody’s
	 	 Facility Fee
	 	 Eurodollar Rate +
 Letters of Credit

	1	 	BBB+ / Baa1 or better	 	0.100%	 	0.300%
	2	 	BBB / Baa2	 	0.125%	 	0.375%
	3	 	BBB- / Baa3	 	0.150%	 	0.475%
	4	 	BB+ / Ba1	 	0.200%	 	0.675%
	5	 	BB / Ba2 or worse	 	0.325%	 	1.000%

 “Debt Rating” means, as of any date of
determination, the rating as determined by either S&P or Moody’s (collectively, the “Debt Ratings”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided that if a Debt Rating is
issued by each of the foregoing rating agencies, then the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest), unless there is a split in Debt
Ratings of more than one level, in which case the Pricing Level that is one level higher than the Pricing Level of the lower Debt Rating shall apply. 
 Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vii)(C). Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. 
  

 4 








 “Approved Fund” means any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arranger” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager. 
 “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds
managed by the same investment advisor. 
 “Assignment and Assumption” means an Assignment and Assumption
substantially in the form of Exhibit E. 
 “Attorney Costs” means and includes all fees, expenses and
disbursements of any law firm or other external counsel and, without duplication, the allocated cost of internal legal services and all expenses and disbursements of internal counsel. 
 “Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized
amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant
lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. 
 “Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended March 30, 2005, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto. 
 “Availability Period” means the period from and including the Closing Date to the earliest of (a) the Revolving Credit
Maturity Date, and (b) the date of termination of the commitment of each Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 
 “Bank of America” means Bank of America, N.A. and its successors. 
 “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2
of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including
Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced
by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 
 “Base Rate Loan” means a Loan that bears interest based on the Base Rate. 
 “Borrower” has the meaning specified in the introductory paragraph hereto. 
  

 5 








 “Borrower Materials” has the meaning specified in Section 6.02.

 “Borrowing” means any of (a) a Revolving Borrowing or (b) a Swing Line Borrowing, as the context
may require. 
 “Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar
deposits are conducted by and between banks in the London interbank eurodollar market. 
 “Cash Collateralize”
has the meaning specified in Section 2.03(g). 
 “Change in Law” means the occurrence, after the
date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. 
 “Change of Control” means, with respect to any Person, an event or series of events by which: 
 (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire
(such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 25% or more of the equity securities of such Person entitled to vote for members of the
board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or 
 (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent
governing body of such Person cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body
was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case
of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened

  

 6 








 
solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf
of the board of directors). 
 “Closing Date” means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of Section 4.01(b), waived by the Person entitled to receive the applicable payment). 
 “Code” means the Internal Revenue Code of 1986. 
 “Compliance Certificate” means a certificate substantially in the form of Exhibit D. 
 “Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal
to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state,
local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income, (iv) non-cash charges resulting
from the application of Statement of Financial Accounting Standards No. 142, and (v) other expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future
period and minus (b) all non-cash items increasing Consolidated Net Income for such period and plus (c) cash received with respect to a non-cash item deducted under clause (b) of this definition for a prior period. 
 “Consolidated Forward Interest Charges” means, for any Ensuing Twelve Month Period beginning on the date of measurement
thereof, for the Borrower and its Subsidiaries on a consolidated basis, the sum of all of the following, computed at the applicable fixed rate in connection with fixed rate items and at the variable rate then prevailing on the date of measurement
with respect to variable rate items, in each case adjusted to give effect to scheduled repayments of principal during such Ensuing Twelve Month Period: (a) interest, premium payments, debt discount, fees, charges and related expenses (including
capitalized interest) of the Borrower and its Subsidiaries in connection with borrowed money (including amounts attributable to interest expense under any Permitted Receivables Purchase Facility, and including commissions, discounts, fees and other
charges in connection with letters of credit and similar instruments) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of
the Borrower and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP. 
 “Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis and without duplication, the sum of (a) the
outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all
purchase money Indebtedness, (c) all obligations (including reimbursement obligations) arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar

  

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instruments (but excluding contingent reimbursement or payment obligations in connection with performance, but not financial, letters of credit), (d) all obligations in respect of the
deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) the outstanding amount
under any Permitted Receivables Purchase Facility, (g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Borrower or any
Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation, a limited partnership in which none of the
Borrower or any of its Subsidiaries is a general partner or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such
Subsidiary. 
 “Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on
a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses (including capitalized interest) of the Borrower and its Subsidiaries in connection with borrowed money (including amounts
attributable to interest expense under any Permitted Receivables Purchase Facility, and including commissions, discounts fees and other charges in connection with letters of credit and similar instruments) or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under capital leases that is treated as interest in
accordance with GAAP. 
 “Consolidated Interest Coverage Ratio” means, with respect to the Borrower and its
Subsidiaries for any date of computation thereof, the ratio of (a) Consolidated EBITDA for the Four-Quarter Period ending on or ended most recently prior to the date of computation thereof minus capital expenditures for such Four-Quarter
Period to (b) Consolidated Forward Interest Charges for the Ensuing Twelve Month Period. 
 “Consolidated
Leverage Ratio” means, with respect to the Borrower and its Subsidiaries for any date of computation thereof, the ratio of (a) Consolidated Funded Indebtedness as of such date of computation to (b) Consolidated EBITDA for the
Four-Quarter Period ending on or ended most recently prior to the date of computation thereof.  
 “Consolidated
Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period. 
 “Consolidated Net Worth” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated
basis, Stockholders’ Equity of the Borrower and its Subsidiaries on that date. 
 “Consolidated Total
Assets” means, as of any date on which the amount thereof is to be determined, the net book value of all assets of the Borrower and its Subsidiaries as determined on a consolidated basis. 
  

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 “Contractual Obligation” means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 
 “Control” has the meaning specified in the definition of “Affiliate.” 
 “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 
 “Debt Rating” has the meaning set forth in the definition of “Applicable Rate”. 
 “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, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. 
 “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default. 
 “Default Rate” means an interest rate equal to
(a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an
interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws. 
 “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Revolving Loans, participations in
L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other
Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding. 
 “Disposition” or “Dispose” means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated
therewith. 
 “Dollar” and “$” mean lawful money of the United States. 
 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United
States. 
 “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has occurred and is continuing, the Borrower (each
such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or Subsidiaries. 
  

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 “Ensuing Twelve Month Period” means, with respect to the calculation of
Consolidated Forward Interest Charges, the period beginning on the date of measurement thereof and ending 365 or 366 days thereafter, as applicable. 
 “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, franchises, licenses,
agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to
waste or public systems. 
 “Environmental Liability” means any liability, contingent or otherwise (including
any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of
any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “ERISA” means the Employee Retirement Income Security Act of 1974. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within
the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 
 “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than
for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate with respect to a Pension Plan or a Multiemployer Plan. 
 “Eurodollar Rate” means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the
British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA

  

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LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar
deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the
rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest Period. 
 “Eurodollar Rate Loan” means a
Loan that bears interest at a rate based on the Eurodollar Rate. 
 “Event of Default” has the meaning
specified in Section 8.01. 
 “Excluded SPS Subsidiaries” means each of AAA Aircraft Supply, LLC
and Avibank Services, LLC. 
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending
Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed
on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law)
to comply with Section 3.01(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower
with respect to such withholding tax pursuant to Section 3.01(a). 
 “Existing Credit Agreement”
has the meaning set forth in the Preliminary Statements hereto. 
 “Facility Fee” has the meaning
specified in Section 2.09(a). 
 “Federal Funds Rate” means, for any day, the rate per annum equal
to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if


  

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no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 
 “Fee
Letter” means the letter agreement, dated August 26, 2005, among the Borrower, the Administrative Agent and the Arranger with respect to the credit facilities contemplated by this Agreement. 
 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower
is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Four-Quarter Period” means a period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries, taken
together as one accounting period. 
 “FRB” means the Board of Governors of the Federal Reserve System of the
United States. 
 “Fund” means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
 “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to
the circumstances as of the date of determination, consistently applied. 
 “Governmental Authority” means any
nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government. 
 “Granting Lender” has the
meaning specified in Section 10.06(h). 
 “Guarantee” means, as to any Person, (a) any
obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or

  

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other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof
or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith unless the recourse of the creditor for such obligation is limited to property of such Person, in which
case the amount of any Guarantee shall be deemed to be an amount equal to the lesser of the amount of the obligation determined in accordance with the first clause of this sentence or the fair market value of the property securing such obligation.
The term “Guarantee” as a verb has a corresponding meaning. 
 “Guarantors” means, collectively or
individually as the context may indicate, each of the Material Subsidiaries of the Borrower at the Closing Date and each other Person who becomes a party to the Guaranty (including by execution of a Guaranty Joinder Agreement). 
 “Guaranty” means that certain Guaranty Agreement dated as of December 9, 2003 (as amended by the Guaranty Amendment
among the Guarantors and the Administrative Agent, as supplemented from time to time by the execution and delivery of Guaranty Joinder Agreements pursuant to Section 6.13 or otherwise. 
 “Guaranty Amendment” means that certain Amendment No. 1 to Guaranty Agreement dated as of the Closing Date among the
Guarantors and the Administrative Agent, substantially in the form of Exhibit F. 
 “Guaranty Joinder
Agreement” means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor to the Administrative Agent pursuant to Section 6.13 or otherwise. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances,
wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law. 
 “Indebtedness” means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 
  

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 (c) net obligations of such Person under any Swap Contract; 
 (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business); 
 (e) indebtedness (excluding prepaid interest thereon) secured by
a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in
recourse; 
 (f) the aggregate amount outstanding under all Permitted Receivables Purchase Facilities;

 (g) capital leases and Synthetic Lease Obligations; and 
 (h) all Guarantees of such Person in respect of any of the foregoing. 
 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a
joint venture that is itself a corporation, a limited partnership in which none of the Borrower or any of its Subsidiaries is a general partner or limited liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. 
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 
 “Indemnitees” has the
meaning set forth in Section 10.04. 
 “Intercreditor Agreement” means that certain Intercreditor
Agreement dated as of December 9, 2003 among the Borrower, the Administrative Agent and each holder of any of the Private Notes. 
 “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Revolving Credit Maturity Date; provided, however, that
if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan
(including a Swing Line Loan), the last Business Day of each calendar quarter of the Borrower and the Revolving Credit Maturity Date; provided further that interest accruing at the Default Rate shall be payable from time to time upon demand
of the Administrative Agent. 
  

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 “Interest Period” means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Revolving Loan Notice ;
provided that: 
 (a) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 
 (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 
 (c) no Interest Period shall extend beyond the Revolving Credit Maturity Date. 
 “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 
 “IP Rights” has the meaning set forth in Section 5.17. 
 “IRS” means the United States Internal Revenue Service. 
 “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the
Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance). 
 “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the
Borrower (or any Subsidiary) or in favor the L/C Issuer and relating to any such Letter of Credit. 
 “Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any
Governmental Authority, in each case whether or not having the force of law. 
  

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 “L/C Advance” means, with respect to each Lender, such Lender’s
funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share. 
 “L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing. 
 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the renewal or increase of the amount thereof. 
 “L/C Issuer” means Bank of America in its
capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. 
 “L/C
Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. 
 “Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the L/C
Issuer and the Swing Line Lender. 
 “Lending Office” means, as to any Lender, the office or offices of such
Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 
 “Letter of Credit” means any standby letter of credit issued hereunder and shall include the Letters of Credit (as defined
in the Existing Credit Agreement) outstanding under the Existing Credit Agreement in accordance with Section 1.01(b)(iv). 
 “Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. 
 “Letter of Credit Expiration Date” means the day that is fifteen (15) days prior to the Revolving Credit Maturity Date
(or, if such day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Sublimit” means
an amount equal to the lesser of (a) $150,000,000 and (b) the Aggregate Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Credit Commitments. 
 “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same
economic effect as any of the foregoing), but not including the interest of a lessor under an operating lease. 
 “Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or a Swing Line Loan. 
  


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 “Loan Documents” means this Agreement, each Note, the Guaranty (including
the Guaranty Joinder Agreements), the Intercreditor Agreement, the Fee Letter, each Revolving Loan Notice, each Letter of Credit Application and each Compliance Certificate, and all other instruments and documents heretofore or hereafter executed or
delivered to or in favor of any Lender or the Administrative Agent in connection with the Loans made and transactions contemplated by this Agreement. 
 “Loan Parties” means, collectively, the Borrower and each Guarantor. 
 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken
as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a party. 
 “Material Senior
Indebtedness” means, collectively or individually as the context may indicate, Indebtedness of the Borrower or any of its Subsidiaries incurred or outstanding under any of the Public Notes, any of the Private Notes or any Permitted
Receivables Purchase Facility, and any extension, refinancing or renewal thereof. 
 “Material Subsidiary”
means each Domestic Subsidiary of the Borrower except (a) the Non-Core Subsidiaries, (b) the Permitted Receivables Subsidiaries, (c) the Excluded SPS Subsidiaries, (d) Frisa Wyman-Gordon, LLC, a Delaware limited liability
company, (e) the Special Purpose Finance Subsidiaries and (f) any other Subsidiary of the Borrower the book value of whose total assets is less than $10,000,000, provided that the aggregate amount of total assets of all subsidiaries
within this subclause (f) may not exceed $100,000,000 (and if so exceeding, the Borrower will identify Subsidiaries to be Material Subsidiaries and Guarantors sufficient so that, after so identifying, this proviso is satisfied). 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 
 “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which
the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 
 “Non-Core Subsidiaries” means, individually or collectively as the context may indicate, the Subsidiaries listed on
Schedule 1.01(b) and each of which comprise either the Borrower’s flow products business or magnetic products business, as each is constituted on the Closing Date, without any merger into, consolidation with, Acquisition by or
material transfer of assets to any of such Subsidiaries after the Closing Date (other than any of such transactions between or among such Non-Core Subsidiaries). 
 “Note” means a promissory note made by the Borrower in favor of a Lender evidencing Revolving Loans made by such Lender, substantially in the form of Exhibit C. 
  

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 “Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, or arising under any Related Swap Contract, in each case whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 
 “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust
or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. 
 “Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or
similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. 
 “Outstanding Amount” means (i) with respect to Revolving Loans and Swing Line Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Revolving Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any
date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any
reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date. 
 “Participant” has the meaning specified in Section 10.06(d). 
 “PBGC” means the Pension Benefit Guaranty Corporation. 
 “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 
  


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 “Permitted Business” means any business in which the Borrower and its
Subsidiaries were engaged on the Closing Date, and any business reasonably related or complementary thereto. 
 “Permitted Receivables” shall mean all obligations of any obligor (whether now existing or hereafter arising) under a contract for sale of goods or services by the Borrower or any of its Subsidiaries, which shall include
any obligation of such obligor (whether now existing or hereafter arising) to pay interest, finance charges or amounts with respect thereto, and, with respect to any of the foregoing receivables or obligations, (a) all of the interest of the
Borrower or any of its Subsidiaries in the goods (including returned goods) the sale of which gave rise to such receivable or obligation after the passage of title thereto to any obligor, (b) all other Liens and property subject thereto from
time to time purporting to secure payment of such receivables or obligations, and (c) all guarantees, insurance, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of
any such receivables or obligations. 
 “Permitted Receivables Purchase Facility” means (a) the facility
established under the Amended and Restated Credit and Security Agreement entered into as of January 31, 2001 by and among Precision Receivables Corp., the Borrower, Blue Ridge Asset Funding Corporation and Wachovia Bank, National Association,
and the documents related thereto or contemplated thereby, and (b) any agreement of the Borrower or any of its Permitted Receivables Subsidiaries providing for sales, transfers or conveyances of Permitted Receivables purporting to be sales (and
considered sales under GAAP) that do not provide, directly or indirectly, for recourse against the seller of Permitted Receivables (or against any of such seller’s Affiliates) by way of a guaranty or any other support arrangement with respect
to the amount of such Permitted Receivables (based on the financial condition or circumstances of the obligor thereunder), other than such limited recourse as is reasonable given market standards for transactions of a similar type, taking into
account such factors as historical bad debt loss experience and obligor concentration levels. 
 “Permitted Receivables
Subsidiary” means, individually or collectively as the context may indicate, each of Precision Receivables Corp., an Oregon corporation, and any other similar Subsidiary of the Borrower formed primarily for the purpose of being a borrower
under a Permitted Receivables Purchase Facility. 
 “Person” means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or
Title IV of ERISA, any ERISA Affiliate. 
 “Platform” has the meaning specified in Section 6.02.

 “Private Note Amendment” means that certain Amended and Restated Note Purchase Agreement dated as of
December 9, 2003, amending and restating the Note Purchase Agreement with respect to each series of the Private Notes. 
  

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 “Private Notes” means, collectively or individually as the context may
indicate (in each case assuming the effectiveness of the Private Note Amendment), each of (a) the senior unsecured notes of the Borrower in the original maximum principal amount of $85,000,000 issued pursuant to that certain Note Purchase
Agreement dated as of June 17, 1996, the outstanding principal amount of which on the date hereof is $54,155,841, (b) the senior unsecured notes of the Borrower in the original maximum principal amount of $80,000,000 issued pursuant to
that certain Note Purchase Agreement dated as of August 4, 1999, the outstanding principal amount of which on the date hereof is $70,909,088, and (c) the senior unsecured notes of the Borrower in the original maximum principal amount of
$15,000,000 issued pursuant to that certain Note Purchase Agreement dated as of February 25, 2000, the outstanding principal amount of which on the date hereof is $10,714,286. 
 “Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the
ninth decimal place), the numerator of which is the amount of the Revolving Credit Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Revolving Credit Commitments at such time; provided that if
the commitment of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or otherwise, then the Pro Rata Share of each Lender shall be
determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. The initial Pro Rata Share of each Lender is set forth opposite the
name of such Lender on Schedule 1.01(a) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 
 “Public Indenture” means that certain Indenture dated as of December 17, 1997, between the Borrower and U.S. Bank National Association, pursuant to which the Public Notes have been
issued. 
 “Public Notes” means, collectively or individually as the context may indicate, each of (a) the
6.75% senior unsecured notes of the Borrower due 2007 in the original maximum principal amount of $150,000,000, all of which is outstanding on the date hereof and (b) the 5.60% senior unsecured notes of the Borrower due 2013 in the original
maximum principal amount of $200,000,000, all of which is outstanding on the date hereof, all of which were issued pursuant to the Public Indenture. 
 “Register” has the meaning specified in Section 10.06(c). 
 “Registered Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of the Borrower as prescribed in the Securities Laws. 
 “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents and advisors of such Person and of such Person’s Affiliates. 
 “Related Swap Contract”
means all Swap Contracts which are entered into or maintained by the Borrower or any Subsidiary with a Lender or Affiliate of a Lender and which are not prohibited by the express terms of the Loan Documents. 
  

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 “Reportable Event” means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. 
 “Request for
Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Revolving Loans, a Revolving Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice. 
 “Required Lenders” means, as of any date of
determination, Lenders having more than 50% of the Aggregate Revolving Credit Commitments or, at any time after the Aggregate Revolving Credit Commitments have been terminated, Lenders holding in the aggregate more than 50% of the Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the portion of
the Aggregate Revolving Credit Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 
 “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant
treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of
such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 
 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other equity interest of the Borrower or any Subsidiary, or any payment
(whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other equity interest or of any
option, warrant or other right to acquire any such capital stock or other equity interest. 
 “Revolving
Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

 “Revolving Credit Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to
the Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender’s name on Schedule 1.01(a) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this
Agreement. 
 “Revolving Credit Facility” means the facility described in Section 2.01 providing
for Revolving Loans to the Borrower by the Lenders in the maximum aggregate principal amount at any time outstanding of $1,000,000,000, as may be increased pursuant to Section 2.14 and as may be reduced from time to time pursuant to the
terms of this Agreement. 
  

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 “Revolving Credit Maturity Date” means (a) October 14, 2010 or
(b) such earlier date upon which the Aggregate Revolving Credit Commitments may be terminated in accordance with the terms hereof. 
 “Revolving Loan” means a Base Rate Loan or a Eurodollar Rate Loan made to the Borrower by a Lender in accordance with its Pro Rata Share pursuant to Section 2.01, except as
otherwise provided herein. 
 “Revolving Loan Notice” means a notice of (a) a Revolving Borrowing,
(b) a conversion of Revolving Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc. and any successor thereto. 
 “Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules and standards promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any
applicable date hereunder. 
 “Solvent” means, when used with respect to any Person, that at the time of
determination: 
 (a) the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly
basis) is in excess of the total amount of its liabilities, including contingent obligations; and 
 (b) it is then able and
expects to be able to pay its debts as they mature; and 
 (c) it has capital sufficient to carry on its business as conducted
and as proposed to be conducted. 
 “SPC” has the meaning specified in Section 10.06(h).

 “Special Purpose Finance Subsidiary” means, individually or collectively as the context may indicate, any
Subsidiary of the Borrower created solely for the purpose of, and whose sole activity shall consist of, acquiring and financing capital assets of the Borrower and its Subsidiaries; provided that the aggregate net book value of all assets of
all such Special Purpose Finance Subsidiaries shall not at any time exceed $50,000,000. 
  

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 “Stockholders’ Equity” means, as of any date of determination for the
Borrower and its Subsidiaries on a consolidated basis, stockholders’ equity as of that date determined in accordance with GAAP. 
 “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power
for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or
Subsidiaries of the Borrower. 
 “Swap Contract” means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any
Master Agreement. 
 “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith,
such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04. 
 “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
 “Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line
lender hereunder. 
  

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 “Swing Line Loan” has the meaning specified in Section 2.04(a).

 “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit B. 
 “Swing Line Sublimit” means an
amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Credit Commitments. 
 “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting treatment). 
 “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 
 “Threshold Amount” means (a) as used in Section 8.01(h), $75,000,000, and (b) in all other instances,
$50,000,000. 
 “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations. 
 “Type” means with respect to a Revolving Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan. 
 “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year. 
 “United States” and “U.S.” mean the United States of America.

 “Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i). 
 “Utilization Fee” has the meaning set forth in Section 2.09(b). 
 1.03 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein
or in such other Loan Document: 
 (a) The meanings of defined terms are equally applicable to the singular and plural forms of
the defined terms. 
 (b)(i) The words “herein,” “hereto,” “hereof” and
“hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. 
  

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 (ii) Article, Section, Exhibit and Schedule references are to the Loan
Document in which such reference appears. 
 (iii) The term “including” is by way of example and
not limitation. 
 (iv) The term “documents” includes any and all instruments, documents,
agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form. 
 (c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and
“until” each mean “to but excluding”; and the word “through” means “to and including.” 
 (d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 

1.04 Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. 
 (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders
and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other
documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 
 (c) With respect to any Acquisition consummated after the Closing Date the following shall apply: 
 (i) commencing on the first fiscal quarter end of the Borrower next following the date of each Acquisition, for each of the
next four periods of four fiscal quarters of the Borrower, Consolidated EBITDA with respect to the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio shall include the results of operations of the Person or assets so acquired
on a historical pro forma basis, and which amounts may include such adjustments as in each case are reasonably satisfactory to the Administrative Agent; 
  

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 (ii) commencing on the first fiscal quarter end of the Borrower next
following the date of each Acquisition, for each of the next four periods of four fiscal quarters of the Borrower, Consolidated Interest Charges as a component of Consolidated EBITDA with respect to the Consolidated Leverage Ratio shall include the
results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis; provided, however, Consolidated Interest Charges shall be adjusted on a historical pro forma basis to
(i) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (ii) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed
in connection with such Acquisition (“Incremental Debt”) calculated (A) as if all such Incremental Debt had been incurred as of the first day of such Four-Quarter Period and (B) at the following interest rates:
(I) for all periods subsequent to the date of the Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all
periods prior to the actual incurrence of such Incremental Debt, equal to the rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto as at the end of each affected period of such
four fiscal quarters, as the case may be. 
 1.05 Rounding. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up
or down to the nearest number (with a rounding-up if there is no nearest number). 
 1.06 References to Agreements and
Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 
 1.07 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 
 1.08 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be
the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at
such time. 
  

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 ARTICLE II. 
 THE COMMITMENTS AND CREDIT EXTENSIONS 
 2.01
Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to
exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the Total Outstandings shall not exceed the Aggregate
Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro
Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof,
the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

 2.02 Borrowings, Conversions and Continuations of Revolving Loans. 
 (a) Each Revolving Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of Eurodollar Rate Loans
shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic
notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Revolving Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower
(unless such Revolving Loan Notice is being delivered by the Swing Line Lender pursuant to Section 2.04(c) or by the Administrative Agent on behalf of the L/C Issuer pursuant to Section 2.03(c)(i)); provided that the
lack of such prompt confirmation shall not affect the conclusiveness or binding effect of such telephonic notice. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess
thereof. Each Revolving Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurodollar Rate Loans,
(ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Loans to be borrowed, converted or continued, (iv) the Type of Revolving
Loans to be borrowed or to which existing Revolving Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Revolving Loan in a Revolving Loan Notice
or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as
of the last day of the Interest Period then in effect with respect to the

  

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applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Revolving Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one month. 
 (b) Following receipt of a Revolving
Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Revolving Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Revolving Borrowing, each Lender shall make the amount of its Revolving Loan available to the
Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Revolving Loan Notice. Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension at the conversion of outstanding commitments under the Existing Credit Agreement into Revolving Loans, Section 4.01), the Administrative Agent shall make
all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer
of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Revolving Loan Notice with respect to such
Revolving Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, shall be applied, first, to the payment in full of any such L/C Borrowings, second,
to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above. 
 (c) Except as
otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Revolving Loan may be requested as, converted into or
continued as a Eurodollar Rate Loan without the consent of the Required Lenders. 
 (d) The Administrative Agent shall promptly
notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify
the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 
 (e) After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of
Revolving Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Revolving Loans. 
 2.03 Letters of Credit. 
 (a) The Letter of Credit Commitment. 
 (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of
the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the

  

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Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection
(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that
after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Revolving Credit Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of
any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving
Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by
the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to
obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing
Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 
 (ii) The L/C Issuer shall not issue any Letter of Credit if the expiry date of such requested Letter of Credit would occur
after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. 
 (iii) The
L/C Issuer shall not be under any obligation to issue any Letter of Credit if: 
 (A) any order, judgment or
decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon
the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any
unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; 
 (B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; 
 (C) such Letter of Credit is in an initial amount less than $500,000; 
  

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 (D) such Letter of Credit is to be denominated in a currency other than
Dollars; or 
 (E) a default of any Lender’s obligations to fund under Section 2.03(c) exists or
any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender. 
 (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such
Letter of Credit in its amended form under the terms hereof. 
 (v) The L/C Issuer shall be under no obligation
to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit. 
 (vi) The L/C Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken
or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in
Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 
 (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 
 (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of
Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days
(or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an
initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);
(B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a

  

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Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the
Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require. 
 (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent
(by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has
received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained
in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the
case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. 
 (iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and
absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to
prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such
extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue
such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may
be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. 
  

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 (iv) Promptly after its delivery of any Letter of Credit or any amendment to
a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 
 (c) Drawings and Reimbursements; Funding of Participations. 
 (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C
Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 2:00 p.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse
the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the
amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to
be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Revolving Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this
Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 
 (ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative
Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 4:00 p.m. on the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so
received to the L/C Issuer. 
 (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a
Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation
under this Section 2.03. 
  

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 (iv) Until each Lender funds its Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the L/C Issuer. 
 (v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such
Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the
Borrower of a Revolving Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit,
together with interest as provided herein. 
 (vi) If any Lender fails to make available to the Administrative
Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled
to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at
a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation. A certificate of the L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 
 (d) Repayment of Participations. 
 (i) At any time after the L/C Issuer has made a payment under
any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such
Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

  

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 (ii) If any payment received by the Administrative Agent for the account of
the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each
Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such
Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 
 (e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and
to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 
 (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have
at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 
 (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue
or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 
 (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 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; or 
 (v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. 
 The
Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will
promptly notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 
 (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any

  

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document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a
claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by
the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 
 (g) Cash
Collateral. Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter
of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth
certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to pledge and deposit with or
deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent
and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security
interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked deposit accounts at Bank of America. 
  

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 (h) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the
Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit. 
 (i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its
Pro Rata Share a Letter of Credit fee for each Letter of Credit equal to the Applicable Rate times the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of
Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable on the last Business Day of each calendar quarter of the Borrower, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 
 (j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of
Credit in the amounts and at the times specified in the Fee Letter (or, in the event that the L/C Issuer is not Bank of America, in an amount and at the times agreed between the Borrower and the replacement L/C Issuer). In addition, the Borrower
shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.
Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. 
 (k) Conflict with
Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 
 2.04 Swing Line Loans. 
 (a) The Swing Line. Subject to the terms and
conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed
at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Loans and L/C Obligations of the Swing Line Lender in
its capacity as a Lender, may exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the aggregate Outstanding Amount of all
Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender other than the Swing Line Lender, plus such
Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and
provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may
borrow

  

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under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such
Lender’s Pro Rata Share times the amount of such Swing Line Loan. 
 (b) Borrowing Procedures. Each Swing
Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic
notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing
Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing
Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of
Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on
the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. 
 (c) Refinancing of Swing Line Loans. 
 (i) The Swing Line Lender at any time in its sole and
absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the
amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The
Swing Line Lender shall furnish the Borrower with a copy of the applicable Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Pro Rata Share of the amount specified
in such Revolving Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Revolving
Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to
the Swing Line Lender. 
  

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 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a
Revolving Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its
risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such
participation. 
 (iii) If any Lender fails to make available to the Administrative Agent for the account of the
Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from
such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate
per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be
conclusive absent manifest error. 
 (iv) Each Lender’s obligation to make Revolving Loans or to purchase
and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or
not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such
funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 
 (d) Repayment of Participations. 
 (i) At any time after any
Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment
(appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. 
 (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required
to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay

  

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to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate
per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. 
 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Loan or risk participation pursuant to
this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender. 
 (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing
Line Loans directly to the Swing Line Lender. 
 2.05 Prepayments. 
 (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole
or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and
(B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate
Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment
and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon,
together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. 
 (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 4:00 p.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified therein. 
 (c) If for any reason
the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations at any time exceeds the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans, and/or
Cash Collateralize the L/C Obligations, as it shall select, in an aggregate amount

  

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equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after
the prepayment in full of the Revolving Loans and Swing Line Loans the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations at any time exceeds the Aggregate Revolving Credit Commitments then in effect. 
 2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business
Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the
Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the then aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate
Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit would exceed the amount of the Aggregate Revolving Credit
Commitments, such Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or
reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Pro Rata Share. All Facility Fees accrued until
the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. 
 2.07 Repayment of Loans. The Borrower shall repay: 
 (a) to the
Lenders on the Revolving Credit Maturity Date the aggregate principal amount of Revolving Loans outstanding on such date; and 
 (b) each Swing Line Loan on the earlier to occur of (i) the date that is ten Business Days after the advance of such Swing Line Loan and (ii) the Revolving Credit Maturity Date 
 2.08 Interest. 
 (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate
for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate; and
(iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate. 
 (b) If any amount payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate

  

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per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Furthermore, while any Default exists, the Borrower shall pay interest on the principal amount
of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past
due interest) shall be due and payable upon demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any
proceeding under any Debtor Relief Law. 
 2.09 Fees. In addition to certain fees described in
Section 2.03(i) and (j): 
 (a) Facility Fee. The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a facility fee (the “Facility Fee”) equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Credit Commitments (or, if the
Aggregate Revolving Credit Commitments have terminated, on the Outstanding Amount of all Loans and L/C Obligations). The Facility Fee shall accrue at all times during the Availability Period (and thereafter so long as any Loan or L/C Obligation
remains outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter of the Borrower, commencing
with the first such date to occur after the Closing Date, and on the Revolving Credit Maturity Date (and, if applicable, thereafter on demand). The Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 
 (b) Utilization Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro
Rata Share, a utilization fee (the “Utilization Fee”) equal to 0.125% times the Total Outstandings on each day that the Total Outstandings exceed 50% of the actual daily amount of the Aggregate Revolving Credit Commitments
then in effect (or, if terminated, in effect immediately prior to such termination). The Utilization Fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter of the Borrower, commencing with the first such
date to occur after the Closing Date, and on the Revolving Credit Maturity Date (and, if applicable, thereafter on demand). The Utilization Fee shall be calculated quarterly in arrears. The Utilization Fee shall accrue at all times, including at any
time during which one or more of the conditions in Article IV is not met. 
 (c) Other Fees. The Borrower shall
pay (i) to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter, and (ii) to the Lenders such fees as shall have been separately agreed upon in writing
in the amounts and at the times so specified. All such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
  

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 2.10 Computation of Interest and Fees. All computations of interest for Base Rate
Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made
on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and
shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest
for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 2.11 Evidence of Debt. 
 (a) The Credit Extensions made by each Lender shall
be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent
manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a Note, each of which shall evidence such Lender’s applicable Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and
maturity of its Loans and payments with respect thereto. 
 (b) In addition to the accounts and records referred to in
subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.
In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error. 
 2.12 Payments Generally; Administrative Agent’s Clawback. 
 (a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share of such payment in like funds as received by
wire transfer to such

  

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Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be. 
 (b)(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not
make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a
Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made
by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Revolving Loan included in
such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 
 (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the 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 Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation. 
  

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 A notice of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions
Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest. 
 (d) Obligations of Lenders Several. The obligations of
the Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Revolving
Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Revolving Loan, to purchase its participation or to make its payment under Section 10.04(c). 
 (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it
has obtained or will obtain the funds for any Loan in any particular place or manner. 
 2.13 Sharing of Payments.

 (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Revolving Loans made
by it, or the participations in L/C Obligations or in Swing Line Loans held by it (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans prior to the funding of risk participations therein), any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of
such fact, and (b) purchase from the other Lenders such participations in the Revolving Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be
necessary to cause such purchasing Lender to share the excess payment in respect of such Revolving Loans or such risk participations, as the case may be, pro rata with the Lenders; provided, however, that if all or any portion of such
excess payment is thereafter recovered from the purchasing Lender (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender receiving any
payment relating to such excess payment shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such
paying Lender’s required repayment

  

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to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered,
without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to
Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of participations purchased under this Section and will in each case notify the applicable Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing
Lender were the original owner of the Obligations purchased. 
 (b) Notwithstanding the foregoing Section 2.13(a),
each Lender hereby agrees to be bound by the provisions of the Intercreditor Agreement, and further agrees that in the event that any Lender receives any payment to which Section 2.13(a) would otherwise apply and any portion of such
payment is required to be distributed pursuant to the Intercreditor Agreement, such Lender shall promptly notify the Administrative Agent thereof (including calculations of the amount to be distributed pursuant to the Intercreditor Agreement, which
may be made in consultation with the Administrative Agent) and will distribute such amount to Persons other than Lenders entitled thereto in accordance with the terms of the Intercreditor Agreement, with the balance of such amount otherwise subject
to Section 2.13(a) being distributed in accordance therewith. 
 2.14 Increase in Commitments. 
 (a) Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the
Lenders), the Borrower may from time to time request an increase in the Aggregate Revolving Credit Commitments by an amount (for all such requests) not exceeding $250,000,000; provided that (i) any such request for an increase shall be
in a minimum amount of $25,000,000, and (ii) the Borrower may make a maximum of five such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each
Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). 
 (b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether
by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. 
 (c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of
the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (each of which approvals shall not be
unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. 
  

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 (d) Effective Date and Allocations. If the Aggregate Revolving Credit Commitments are
increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall
promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. 
 (e)
Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no
Default exists. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans
ratable with any revised Pro Rata Shares arising from any nonratable increase in the Aggregate Revolving Credit Commitments under this Section. 
 (f) Conflicting Provisions. This Section shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. 
 ARTICLE III. 
 TAXES, YIELD PROTECTION AND ILLEGALITY

 3.01 Taxes. 
 (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without reduction
or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) 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 deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable
law. 
  

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 (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of
subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
 (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within ten days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
absent manifest error. 
 (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e) Status
of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with
respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. 
 Without limiting the generality of the
foregoing, in the event that the Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is applicable: 
 (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a party, 
 (ii) duly completed
copies of Internal Revenue Service Form W-8ECI, 
  

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 (iii) in the case of a Foreign Lender claiming the benefits of the exemption
for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
Service Form W-8BEN, or 
 (iv) any other form prescribed by applicable law as a basis for claiming exemption
from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made.

 (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole
discretion, that it has received a refund or credit of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the
Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund or credit), net
of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid or credited by the relevant Governmental Authority with respect to such refund or
credit), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund, or pay an amount taken as a credit, to such
Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the
Borrower or any other Person. 
 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice
thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or

  

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conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need
for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. 
 3.03 Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will
promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein. 
 3.04 Increased Cost and Reduced Return; Capital Adequacy;
Reserves on Eurodollar Rate Loans. 
 (a) If any Lender determines that as a result of the introduction of or any change in
or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or
participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount
resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon demand of such Lender
(with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. 
 (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation
thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations
hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction. 
 (c) The Borrower
shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”),
additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves

  

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allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), which shall be due and payable on each date on
which interest is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15
days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice. 
 3.05 Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from
any loss, cost or expense incurred by it as a result of: 
 (a) any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or 
 (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; 
 including any loss of anticipated profits and any
loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing. 
 For purposes of calculating amounts payable by the Borrower to the Lenders
under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a
comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 
 3.06
Matters Applicable to all Requests for Compensation. 
 (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may
use any reasonable averaging and attribution methods. 
 (b) Failure or delay on the part of any Lender (including in this
Section 3.06(b) the Swing Line Lender and the L/C Issuer) or the Administrative Agent to demand compensation, reimbursement or indemnity under this Article III for Taxes, Other Taxes, increased costs, reductions in amounts
received or receivable, reduction in return on capital or otherwise shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation, provided that neither any Lender nor the
Administrative Agent shall be entitled to compensation under this Article III for any amount with respect to any date unless such Lender or the Administrative Agent, as applicable, shall have notified the Borrower of such request for
compensation not more than 130 days after the later of (i) such date and (ii) the date on which such Lender or the Administrative Agent, as applicable, shall have become aware of its right to compensation for any such amount. 

 

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 3.07 Survival. All of the Borrower’s obligations under this Article III
shall survive termination of the Aggregate Revolving Credit Commitments and repayment of all other Obligations hereunder. 
 3.08 Replacement Lenders. In the event any Lender (a) seeks additional compensation pursuant to either Section 3.01 or 3.04 or (b) is restricted from making any Eurodollar Rate Loans under this Agreement,
or (c) fails to approve any amendment, waiver or consent requested by the Borrower pursuant to Section 10.01 that has received the written approval of not less than the Required Lenders but also requires the approval of such Lender
(any such Lender, a “Restricted Lender”), so long as no Default or Event of Default shall have occurred and be continuing and the Borrower has obtained a commitment (in an amount not less than the entire amount of such Restricted
Lender’s Revolving Credit Commitment) from one or more Lenders or Eligible Assignees, who does not suffer from the same impairment as the Restricted Lender with respect to matters in clause (a) or (b) above, to become a
Lender for all purposes hereunder (such Lender or Lenders referred to as the “Replacement Lender”), the Borrower may cause such Restricted Lender to be replaced by, and to assign all its rights and obligations under this Agreement
(including its Revolving Credit Commitment and its Loans) pursuant to Section 10.06 to, such Replacement Lender so long as such Replacement Lender is reasonably acceptable to the Administrative Agent. Such Restricted Lender agrees to
execute and to deliver to the Administrative Agent one or more Assignment and Assumption Agreements with such Replacement Lender as provided in Section 10.06 upon payment at par of all principal, accrued interest, accrued fees and other
amounts accrued or owing under this Agreement to such Restricted Lender, and such Replacement Lender shall pay to the Administrative Agent the processing fee required by Section 10.06 in connection with such assignment. The Restricted
Lender making such assignment will be entitled to compensation for any expenses or other amounts which would be owing to such Restricted Lender pursuant to any indemnification provision hereof (including, if applicable, Section 3.05) as
if the Borrower had prepaid the Loans of such Lender (and terminated its Revolving Credit Commitment, if applicable) rather than such Restricted Lender having assigned its interest hereunder. Notwithstanding any foregoing provision of this
Section 3.08, the provisions hereof will not apply to any event or occurrence that would otherwise give rise to its application if such event or occurrence, in the reasonable judgment of the Administrative Agent, is one of general
application that affects all or a majority of the Lenders. 
 ARTICLE IV. 
 CONDITIONS PRECEDENT TO SIGNING AND CREDIT EXTENSIONS 
 4.01 Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

 (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or electronic
copies in secure document format (such as .pdf) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: 
 (i) executed counterparts of this Agreement and the Guaranty Amendment, sufficient in number for distribution to the
Administrative Agent, each Lender and the Borrower, and an executed counterpart of the Intercreditor Agreement; 
  

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 (ii) a Note executed by the Borrower in favor of each Lender requesting a
Note; 
 (iii) 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 require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this
Agreement and the other Loan Documents to which such Loan Party is a party; 
 (iv) with respect to each of the
Loan Parties, such documents and certifications as the Administrative Agent may reasonably require to evidence that each such Loan Party is duly organized or formed, validly existing, in good standing in its jurisdiction of formation, including
Organization Documents, certificates of good standing and/or qualification to engage in business; 
 (v) a
favorable opinion of Stoel Rives LLP, counsel to the Loan Parties, and such other counsel as are determined by the Administrative Agent to be reasonably necessary, in each case addressed to the Administrative Agent and each Lender and in form and
substance satisfactory to the Administrative Agent; 
 (vi) a certificate signed by a Responsible Officer of the
Borrower certifying: 
 (A) that the conditions specified in Sections 4.02(a) and (b) have
been satisfied; 
 (B) that there has been no event or circumstance since July 3, 2005 that has had or could
be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and 
 (C)
that no Default or Event of Default (each as defined in the Existing Credit Agreement) shall have occurred and be continuing under the Existing Credit, and no default or event of default shall have occurred and be continuing under any other
instrument or agreement evidencing, securing or related to any other Material Senior Indebtedness; 
 (vii) a
certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such
Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; 
  

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 (viii) a Compliance Certificate for the Borrower and its Subsidiaries,
prepared as of the last day of the fiscal quarter of the Borrower ended July 3, 2005, signed by a Responsible Officer of the Borrower; and 
 (ix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. 
 (b) Any fees required to be paid on or before the Closing Date shall have been paid. 
 (c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent
invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 
 4.02
Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Revolving Loan Notice requesting only a conversion of Revolving Loans to the other Type, or a continuation of Eurodollar
Rate Loans) is subject to the following conditions precedent: 
 (a) The representations and warranties of the Borrower and each
other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit
Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) that for purposes of this
Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses
(a) and (b), respectively, of Section 6.01, and (iii) the representation and warranty contained in Section 5.05(c) shall only be made on the Closing Date. 
 (b) No Default shall exist, or would result from such proposed Credit Extension. 
 (c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension
in accordance with the requirements hereof. 
 Each Request for Credit Extension (other than a Revolving Loan Notice requesting
only a conversion of Revolving Loans to the other Type, or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the applicable Credit Extension. 
  

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 ARTICLE V. 
 REPRESENTATIONS AND WARRANTIES 
 The Borrower
represents and warrants to the Administrative Agent and the Lenders that: 
 5.01 Existence, Qualification and Power;
Compliance with Laws. Each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and (if applicable) in good standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business
requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have
a Material Adverse Effect. 
 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action and do 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, (i) any Contractual Obligation to which such Person is a party 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. 
 5.03
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 in connection with the
execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, other than the Borrower filing a Form 8-K with respect to the execution and delivery of this Agreement. 
 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed
and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms. 
 5.05 Financial Statements; No Material Adverse Effect. 
 (a) Each of the Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and Indebtedness. 
 (b) The unaudited consolidated
financial statements of the Borrower and its Subsidiaries dated July 3, 2005, and the related consolidated statements of income or operations,

  

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shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. 
 (c) Since the
date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 
 5.06 Litigation. Except as specifically disclosed in Schedule 5.06, there are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or
revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely to the Borrower or any of
its Subsidiaries, would reasonably be expected to have a Material Adverse Effect. 
 5.07 No Default. Neither the
Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or
would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. 
 5.08
Ownership of Property; Liens. Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except
for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by
Section 7.01. 
 5.09 Environmental Compliance. The Borrower conducts in the ordinary course of business a
review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on its businesses, operations and properties (including those of its Subsidiaries), and as a result
thereof the Borrower has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 5.10 Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable
insurance companies not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates. 
  

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 5.11 Taxes. The Borrower and its Subsidiaries have filed all Federal and other
material tax returns and reports required to be filed, and have paid all Federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable,
except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any
Subsidiary that would, if made, have a Material Adverse Effect. 
 5.12 ERISA Compliance. Except as specifically
disclosed on Schedule 5.12: 
 (a) Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed
by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification where the failure so to be qualified could reasonably be expected to have a Material
Adverse Effect. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code has been made with respect to any Plan. 
 (b) There are no pending or, to the best knowledge of
the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of
the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. 
 (c)(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability in excess, individually or when aggregated with the Unfunded Pension
Liability of all other Pension Plans, of $100,000,000; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to
Sections 4069 or 4212(c) of ERISA. 
 5.13 Subsidiaries. As of the Closing Date, the Borrower has no Material
Subsidiaries other than those that are a party to the Guaranty. 
 5.14 Margin Regulations; Investment Company Act; Public
Utility Holding Company Act. 
 (a) The Borrower is not engaged and will not engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 
  

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 (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is
a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the
meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 
 5.15 Disclosure. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or
other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement,
certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

 5.16 Compliance with Laws. Each of the Borrower and each Subsidiary is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith
by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 
 5.17 Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks,
service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the
Borrower or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 5.17, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower,
threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 5.18 Solvency. On and after the Closing Date, the Borrower and each of the Guarantors are Solvent, both individually and collectively, measured after giving effect to all Borrowings under the Revolving Credit Facility on the Closing
Date (including conversion of outstanding amounts under the Existing Credit Agreement into Revolving Loans hereunder) and thereafter. 
  

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 ARTICLE VI. 
 AFFIRMATIVE COVENANTS 
 So long as any Lender shall
have any Revolving Credit Commitment hereunder, any Loan or other Obligation hereunder (other than unmatured indemnity obligations) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Obligations
consisting of continuing obligations that may be owing to one or more of the Lenders or their Affiliates pursuant to Related Swap Contracts), the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02, 6.03 and 6.11) cause each Subsidiary to: 
 6.01 Financial Statements. Deliver to the
Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: 
 (a) as soon as available, but in any event not later than the earlier of the day that is ninety (90) days after the end of each fiscal year of the Borrower and the day that is fifteen (15) days after the date required to be filed
with the SEC (without giving effect to any extension permitted by the SEC), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by
(i) a report and opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lenders as to whether such financial statements present fairly in all material respects the financial
position and results of operations of the Borrower and its Subsidiaries”, which report and opinion shall be prepared in accordance with audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws and shall
not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of material misstatement and (ii) an attestation report of such
Registered Public Accounting Firm as to the Borrower’s internal controls pursuant to Section 404 of Sarbanes-Oxley expressing a conclusion that management’s assessment of the Borrower’s internal controls is fairly stated in all
material respects; and 
 (b) as soon as available, but in any event not later than the earlier of the day that is forty-five
(45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and the day that is five days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)
for such fiscal quarter, commencing with the fiscal quarter of the Borrower ended October 2, 2005, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements
of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations,
shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 
  

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 As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower
shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in subsections
(a) and (b) above at the times specified therein. 
 6.02 Certificates; Other Information. Deliver
to the Administrative Agent and each Lender (other than in the case of any such notice or communication required pursuant to clause (d)(ii) below, which such notices or communications shall be delivered to the Administrative Agent and may be
forwarded to the each Lender by the Administrative Agent in its discretion), in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: 
 (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent
certified public accountants certifying such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event;

 (b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly
completed Compliance Certificate signed by a Responsible Officer of the Borrower; 
 (c) promptly after the same are available,
copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may
file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 
 (d) promptly after distribution thereof to the relevant Persons, copies of each notice or communication sent to holders, purchasers or
creditors (or any agent or trustee of any of the foregoing) with respect to any Material Senior Indebtedness, in each case solely to the extent such notice or communication addresses any of (i) a default or incipient default thereunder,
(ii) a waiver or amendment with respect thereto, or (iii) a prepayment of any amounts thereunder; and 
 (e) promptly,
such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably
request. 
 Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on
IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access

  

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(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the
Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify (which
may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent and each of the Lenders. Except
for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower
with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 
 The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of
the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be
“public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as
the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the
Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in
Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor” or other similar term; and (z) the Administrative
Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor” or other similar term.
Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”. 
 6.03 Notices. Promptly notify the Administrative Agent and each Lender: 
 (a) of the occurrence of any Default;

 (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including
(i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary that has resulted or could reasonably be expected to result in a Material Adverse Effect; (ii) any dispute, litigation,
investigation,

  

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proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority that has resulted or could reasonably be expected to result in a Material Adverse Effect; or
(iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws that has resulted or could reasonably be expected to
result in a Material Adverse Effect; 
 (c) of the occurrence of any ERISA Event; 
 (d) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; and 
 (e) of any announcement by Moody’s or S&P of any change in a Debt Rating. 
 Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting
forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all
provisions of this Agreement and any other Loan Document that have been breached. 
 6.04 Payment of Obligations. Pay and
discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its
property unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; and (c) all Indebtedness, as and
when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except where the failure to do so would not otherwise constitute a Default. 
 6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.04 or 7.05 or (ii) with respect to any Subsidiary that is not a Guarantor and where such failure would
not reasonably be expected to result in a Material Adverse Effect; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably
be expected to have a Material Adverse Effect. 
 6.06 Maintenance of Properties. Except as permitted by
Section 7.04 or 7.05, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted;
(b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in
the operation and maintenance of its facilities. 
  

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 6.07 Maintenance of Insurance. Maintain with financially sound and reputable
insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such
amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons. 
 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect. 
 6.09 Books and Records. (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and
(b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be. 
 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and
inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public
accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. 
 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions to restructure the credit facilities under the Existing Credit
Agreement (including conversion of the Term Loan A Facility (as defined in the Existing Credit Agreement)) into a portion of the Revolving Credit Facility, for commercial paper backup, and for working capital, Acquisitions and other general
corporate purposes, in each case so long as such use of proceeds is not in contravention of any Law or of any Loan Document. 
 6.12 Performance of Contractual Obligations. Perform and discharge its obligations under each of its Contractual Obligations, except (a) such as are being contested in good faith by appropriate proceedings diligently conducted
or (b) to the extent failure to do so could not reasonably be expected to have a Material Adverse Effect. 
  

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 6.13 Additional Guarantors. Notify the Administrative Agent at the time that any
Person becomes a Material Subsidiary or any Person is acquired or created and after such acquisition or creation constitutes a Material Subsidiary or at the time any Person becomes a guarantor with respect to the Private Notes, and promptly
thereafter (and in any event within 30 days) cause such Person to (a) become a Guarantor by executing and delivering to the Administrative Agent a Guaranty Joinder Agreement or such other document as the Administrative Agent shall deem
appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person
(which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. 

ARTICLE VII. 
 NEGATIVE COVENANTS 
 So long as any Lender shall have any Revolving Credit Commitment hereunder, any Loan or
other Obligation hereunder (other than unmatured indemnity obligations) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Obligations consisting of continuing obligations that may be owing to one or
more of the Lenders or their Affiliates pursuant to Related Swap Contracts), the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly: 
 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: 
 (a) Liens pursuant to any Loan Document (and, as applicable, on a pari passu or subordinated basis reasonably acceptable to the
Administrative Agent and the Required Lenders, in favor of the holders of any of the Private Notes and/or the holders of any of the Public Notes, in each case to the extent required by the terms of such Indebtedness); 
 (b) Liens existing on the date hereof (other than Liens relating to a Permitted Receivables Purchase Facility) and any renewals or
extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); 
 (c) Liens for taxes, fees, assessments or other governmental charges not yet delinquent or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 
 (d) carriers’, warehousemen’s, landlords’, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a
period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; 
  

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 (e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 
 (f)
deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature
incurred in the ordinary course of business; 
 (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the
applicable Person; 
 (h) Liens securing judgments for the payment of money not constituting an Event of Default under
Section 8.01(h) or securing appeal or other surety bonds related to such judgments; 
 (i) Liens securing
Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property, other than the property financed by such Indebtedness, any equity interests in any Special Purpose Finance
Subsidiary formed for the purpose of such financing to the extent required by any capital asset or financing transaction to which such Special Purpose Finance Subsidiary is party and the proceeds thereof, and (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; 
 (j) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository
institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any applicable Subsidiary in excess of those set forth by regulations
promulgated by the FRB, and (ii) such deposit account is not intended by the Borrower or any applicable Subsidiary to provide collateral to the depository institution; and 
 (k) any other Liens (including Liens in connection with any Permitted Receivables Purchase Facility) so long as (i) the aggregate
principal amount at any time outstanding of all such Indebtedness of the Borrower or any of its Subsidiaries that is secured by all such Liens does not exceed the greater of (A) $300,000,000 and (B) 20% of Consolidated Net Worth, and
(ii) such Indebtedness is otherwise permitted hereunder; provided that no Lien permitted by this Section 7.01(k) may encumber any equity interest in any Domestic Subsidiary other than Liens on equity interests in
(x) Permitted Receivables Subsidiaries to the extent required in connection with any Permitted Receivables Purchase Facility and (y) Special Purpose Finance Subsidiaries to the extent required in connection with any permitted financing
conducted by such Special Purpose Finance Subsidiary. 
  

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 7.02 Investments. Make, assume or suffer to exist any Investments, except:

 (a) Investments held by the Borrower or such Subsidiary in the form of cash equivalents or short-term marketable debt
securities in the ordinary course of business pursuant to the Borrower’s usual and customary cash management policies and procedures; 
 (b) advances to officers, directors and employees of the Borrower and Subsidiaries made in accordance with the Borrower’s usual and customary practice with respect thereto for travel, entertainment,
relocation and analogous ordinary business purposes; 
 (c) Investments of (i) the Borrower in any Guarantor, (ii) any
Subsidiary in the Borrower or in a Guarantor, or (iii) any Subsidiary that is not a Guarantor in any other Subsidiary that is not a Guarantor; 
 (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments
received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; 
 (e) Guarantees permitted by Section 7.03; 
 (f) Investments
constituting noncash consideration received in connection with a Disposition permitted by Section 7.05; 
 (g)
Investments existing on the Closing Date; 
 (h) Investments resulting from the transfer of Permitted Receivables and related
assets to a Subsidiary, and the sale thereof by such Subsidiary, in each case pursuant to a Permitted Receivables Purchase Facility; 
 (i) Investments incurred in order to consummate an Acquisition so long as (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition, (ii) the line or lines of business of the Person to be acquired
are a Permitted Business, (iii) no Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such Acquisition, and (iv) such Acquisition is undertaken in accordance with all applicable
Laws and regulatory approvals; 
 (j) other Investments, including Investments of the Borrower or any Guarantor in Subsidiaries
that are not Guarantors, in an aggregate amount at any time outstanding not to exceed 10% of Consolidated Total Assets. 
 7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 
 (a) Indebtedness under
the Loan Documents; 
 (b) Indebtedness outstanding on the Closing Date (but excluding Indebtedness under a Permitted
Receivables Purchase Facility); 
 (c) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise
permitted hereunder of the Borrower or any wholly-owned Subsidiary; 
  

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 (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or
arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract
does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 
 (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i);

 (f) Indebtedness of the Borrower or any Subsidiary in connection with Investments permitted by Section 7.02(c) or
(j); 
 (g) other Indebtedness, including Indebtedness arising in connection with any Permitted Receivables Purchase
Facility, that either is (i) secured by Liens on assets of the Borrower or any of its Subsidiaries or (ii) the material terms of which are more restrictive than the terms of this Agreement, so long as the aggregate principal amount of all
such Indebtedness described in clauses (i) and (ii) above does not exceed the greater of $300,000,000 and 20% of Consolidated Net Worth at any time outstanding; provided that the aggregate principal amount of all
Permitted Receivables Purchase Facilities at any time outstanding may not exceed $250,000,000; and 
 (h) other unsecured
Indebtedness of the Borrower or any of is Subsidiaries so long as (i) no Default has occurred and is continuing, or would result (on a pro forma basis) from the incurrence of such Indebtedness, and (ii) the material terms thereof are
either (A) in the case of Indebtedness of the Borrower or one of its Domestic Subsidiaries, no more restrictive than the terms of this Agreement, or (B) in the case of Indebtedness of a Subsidiary of the Borrower that is not a Domestic
Subsidiary, no more restrictive as applied to the Borrower and its Domestic Subsidiaries than the terms of this Agreement. 
 7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: 
 (a)
any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another
Subsidiary, the Guarantor shall be the continuing or surviving Person; 
 (b) any Subsidiary may Dispose of all or substantially
all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;

  

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 (c) the Borrower or any Subsidiary may make a Disposition permitted by
Section 7.05; and 
 (d) the Borrower or any Subsidiary may merge with any Person so long as (i)(A) the Borrower or
such Subsidiary is the continuing or surviving entity or (B) in the case of a merger with a Subsidiary, the acquired Person is, as a result of the transaction, a wholly-owned direct or indirect Subsidiary of the Borrower and, if applicable,
complies with Section 6.13, and (ii) immediately prior to and after giving effect to any such merger, no Default shall have occurred and be continuing. 
 7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: 
 (a) Dispositions in the ordinary course of business of (i) inventory, (ii) used, worn-out, obsolete or surplus equipment, or (iii) defaulted receivables, in each case whether now owned or
hereafter acquired; 
 (b) Dispositions of Permitted Receivables pursuant to Permitted Receivables Purchase Facilities permitted
by Section 7.03(g); 
 (c) Dispositions of equipment or real property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; 
 (d) Dispositions of property by any Subsidiary to the Borrower or to another Subsidiary, provided that if the transferor of such
property is a Guarantor then the transferee thereof must either be the Borrower or a Guarantor; provided, further, that, notwithstanding the foregoing, any Subsidiary that is a Guarantor may make a Disposition of equipment in the
ordinary course of business to a Subsidiary that is not a Guarantor so long as the net book value of the equipment transferred in any single transaction (or a series of related transactions) does not exceed $10,000,000; 
 (e) Dispositions permitted by Section 7.04; 
 (f) the sale of cash or cash equivalents and other short-term marketable debt securities in the ordinary course of business pursuant to the Borrower’s usual and customary cash management policies and
procedures; 
 (g) the lease or sublease or property of the Borrower or any of its Subsidiaries to other Persons in the ordinary
course of business; 
 (h) any Disposition of assets or stock of any of the Non-Core Subsidiaries, so long as (with respect to
each such Disposition) such Disposition is for fair market value and no Default exists or would exist immediately prior to or after giving pro forma effect to each such Disposition; 
  

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 (i) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this
Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, and (ii) the aggregate book value of all property Disposed of in reliance on this
Section 7.05(i) on a cumulative basis from the Closing Date shall not in the aggregate exceed 10% of Consolidated Total Assets (computed to exclude goodwill therefrom) as of the end of the fiscal quarter immediately preceding the date of
determination; 
 provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for
fair market value. 
 7.06 Change in Nature of Business. Engage in any material line of business substantially different
from and not reasonably related, complementary or incidental to those lines of business conducted by the Borrower and its Subsidiaries on the date hereof. 
 7.07 Transactions with Affiliates. Enter into, assume or suffer to exist any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other
than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an
Affiliate, provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its Subsidiaries or between and among any Subsidiaries. 
 7.08 Burdensome Agreements. Except as may be contained as of the Closing Date in any agreement set forth on Schedule 7.08
hereto, enter into, assume or suffer to exist any Contractual Obligation that limits the ability of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, other
than such limitations that are (a) contained in this Agreement or any other Loan Document, (b) required by applicable Law or by regulations relating to contracts between the Borrower or any of its Subsidiaries and any Governmental
Authority, (c) contained in any Permitted Receivables Purchase Facility; provided that any such limitations contained in any Permitted Receivables Purchase Facility shall only apply to the applicable Permitted Receivables Subsidiary or
(d) applicable to any Special Purpose Finance Subsidiary to the extent required by any transaction to which such Special Purpose Finance Subsidiary is party; provided, however, that, notwithstanding the foregoing, the provisions
of this Section 7.08 shall not apply to Contractual Obligations entered into in connection with the issuance of Indebtedness by Subsidiaries of the Borrower that are not Domestic Subsidiaries so long as (x) such Indebtedness is
without recourse (whether by the grant of any Liens, the incurrence of any Guarantee or otherwise) to the Borrower or any Domestic Subsidiary and (y) any restrictions or agreements described in this Section 7.08 do not apply to the
Borrower or any Domestic Subsidiary. 
 7.09 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly
or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose, in each case in violation of, or for a purpose which violates or would be inconsistent with, Regulation T, U or X of the FRB. 
  

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 7.10 Financial Covenants. 
 (a) Consolidated Net Worth. Permit Consolidated Net Worth at any time to be less than the sum of (a) $1,150,000,000 plus
(b) an amount equal to 50% of the Consolidated Net Income earned in each full fiscal quarter ending after the Closing Date (with no deduction for a net loss in any such fiscal quarter). 
 (b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the
Borrower to be less than 2.25 to 1.00. 
 (c) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of
the end of any fiscal quarter of the Borrower to be greater than 3.25 to 1.00. 
 7.11 Amendments of Certain
Indebtedness. Unless consented to by the Required Lenders, amend, modify or change in any manner any term or condition of any Material Senior Indebtedness or any refinancing of any Material Senior Indebtedness so that the terms and conditions
thereof are less favorable to the Administrative Agent and the Lenders than the terms and conditions of the relevant Material Senior Indebtedness as of the Closing Date. 
 ARTICLE VIII. 
 EVENTS OF DEFAULT AND REMEDIES 
 8.01 Events of Default. Any of the following shall constitute an Event of Default: 
 (a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of
principal of any Loan or any L/C Obligation, or (ii) within five days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any Facility Fee, Utilization Fee or other fee due hereunder, or (iii) within five days
after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 
 (b) Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02(b) through (e), 6.03(a) through (d), 6.05, 6.10, 6.11 or
6.13 or Article VII; or 
 (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or 
 (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on
behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or 
 (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise) in respect of (x) any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors under any

  

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combined or syndicated credit arrangement) of more than the Threshold Amount, or (y) any of the Material Senior Indebtedness (collectively, the Indebtedness and Guarantees described in
(x) and (y) are referred to as the “Cross Default Indebtedness”), or (B) fails to observe or perform any other agreement or condition relating to any such Cross Default Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders (or beneficiary or beneficiaries in the case of a Guarantee) of any such Cross
Default Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Cross Default Indebtedness to be demanded or to become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Cross Default Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in
respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any
Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event,
the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or 
 (f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries 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, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 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 60 calendar days, or an order for relief is entered in any such proceeding; or 
 (g) Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated
or fully bonded within 30 days after its issue or levy; or 
 (h) Judgments. There is entered against the Borrower or any
Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are appropriately commenced
by any creditor upon such judgment or order, or (B) there is a period of ten consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 
  

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 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount,
(ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in
an aggregate amount in excess of the Threshold Amount, or (iii) the aggregate amount of Unfunded Pension Liabilities among all Pension Plans at any time exceeds $100,000,000; or 
 (j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document; or any Loan Party
denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or 
 (k) Change of Control. There occurs any Change of Control with respect to the Borrower. 
 8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions: 
 (a) declare the commitment of each Lender to make Loans and any obligation of the
L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 
 (b)
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 
 (c) require that the Borrower
Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof) plus the Letter of Credit fees payable with respect to such Letter of Credit (calculated at the Applicable Rate then in effect for the period from the
date of such cash collateralization until the expiry date of such Letter of Credit); and 
 (d) exercise on behalf of itself and
the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; 
 provided,
however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C
Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower
to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 
  


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 8.03 Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any
amounts received by the Administrative Agent on account of the Obligations (including amounts received pursuant to the Intercreditor Agreement) shall be applied by the Administrative Agent, subject to the provisions of the Intercreditor Agreement,
in the following order: 
 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses
and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; 
 Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest and Swap Termination Values) payable to the Lenders
(including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; 
 Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings,
ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; 
 Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by
them; 
 Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit; 
 Sixth, to payment of Swap Termination
Values owing to any Lender or any Affiliate of any Lender arising under Related Swap Contracts that shall have been terminated and as to which the Administrative Agent shall have received notice of such termination and the Swap Termination Value
thereof from the applicable Lender or Affiliate of a Lender; 
 Seventh, to the payment of all other Obligations of the
Loan Parties owing under or in respect of the Loan Document that are due and payable to the Administrative Agent and the Lenders, or any of them, on such date, ratably based on the respective aggregate amounts of all such Obligations owing to the
Administrative Agent and the Lenders on such date; and 
 Last, the balance, if any, after all of the Obligations have
been indefeasibly paid in full, to the Borrower or as otherwise required by Law. 
 Subject to Section 2.03(c), amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 
  

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 ARTICLE IX. 
 ADMINISTRATIVE AGENT 
 9.01 Appointment and
Authorization of Administrative Agent. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

 9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 
 9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth
herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: 
 (a) shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 
 (b)
shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise
as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take
any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and 
 (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. 
 The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage

  

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of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02)
or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the
Borrower, a Lender or the L/C Issuer. 
 The Administrative Agent shall not be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent. 
 9.04 Reliance by Administrative Agent. The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or
intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its
terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the
contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more
sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of
this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent. 
 9.06 Resignation of Administrative Agent. The Administrative
Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a
successor, which shall be a bank with an office in the United States,

  

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or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30
days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth
above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and
(a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by
any of them while the retiring Administrative Agent was acting as Administrative Agent. 
 Any resignation by Bank of America as
Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 
 9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 
  

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 9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of
the Bookrunners, Arrangers, Syndication Agents or Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, a Lender or the L/C Issuer hereunder. 
 9.09 Administrative Agent May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the
principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise: 
 (a) to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the
L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and 
 (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, 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 10.04.

 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt
on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding. 
 9.10 Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. 
  

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 Upon request by the Administrative Agent at any time, the Required Lenders and the L/C
Issuer will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 
 ARTICLE X. 
 MISCELLANEOUS 
 10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any
departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or, in the case of the Intercreditor Agreement, by the Administrative Agent with the written consent of the Required
Lenders) and the Borrower or the applicable Loan Party (or, in the case of the Intercreditor Agreement, by the other parties required to be party thereto pursuant to the terms thereof), as the case may be, and acknowledged by the Administrative
Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent: 
 (a) shall waive any condition set forth in Section 4.01(a) without the written consent of each Lender except to the extent
otherwise provided for in Section 4.01(a); 
 (b) shall extend or increase the Revolving Credit Commitment of any
Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; 
 (c) shall waive or postpone any date fixed by this Agreement or any other Loan Document for any payment (but excluding mandatory prepayments, if any, which will only require the vote of Required Lenders)
of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 
 (d) shall reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (v) of
the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate or (ii) to amend any financial covenant hereunder (or
any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; 
 (e) shall change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required
thereby without the written consent of each Lender directly affected thereby; 
 (f) change any provision of this Section or the
definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; 
  

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 (g) which has the effect of enabling the Borrower to satisfy any condition to a Borrowing
contained in Section 4.02 hereof which, but for such amendment, waiver or consent would not otherwise be satisfied, shall be effective to require the Lenders, the Swing Line Lender or any L/C Issuer to make any additional Revolving Loan
or Swing Line Loan, or to issue any additional or renew any existing Letter of Credit, unless and until the Required Lenders shall consent thereto; 
 (h) shall release all or substantially all of the Guarantors from the Guaranty without the written consent of each Lender, except to the extent such Person ceases to be a Subsidiary as a result of a
transaction permitted hereunder, in which case such release may be made by the Administrative Agent acting alone as provided in Section 9.10; 
 and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or
duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to
the Lenders required under this Section 10.01, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required under this Section 10.01, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.06(h) may not be amended, waived or
otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; (v) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the
Revolving Credit Commitment of any such Lender may not be increased or extended without the consent of such Lender. 
 10.02
Notices; Effectiveness; Electronic Communication. 
 (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier or electronic mail to the extent provided in subsection (b) below as follows, and all notices and other communications expressly permitted hereunder to be
given by telephone shall be made to the applicable telephone number, as follows: 
 (i) if to the Borrower, the
Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 
  

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 (ii) if to any other Lender, to the address, telecopier number, electronic
mail address or telephone number specified in its Administrative Questionnaire. 
 Notices sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided
in such subsection (b). 
 (b) Electronic Communications. Notices and other communications to the Lenders and the
L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to
notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications. 
 Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 
 (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS
OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related
Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of

  

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competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 
 (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its
address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number, or electronic mail address for notices and other
communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has
on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. 
 (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be
entitled to rely and act upon any notices (including telephonic Revolving Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent,
the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices
to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 
 10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such
Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 
 10.04 Expenses; Indemnity; Damage Waiver. 
 (a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including Attorney Costs for the
Administrative Agent) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in

  

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connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative
Agent, any Lender or the L/C Issuer (including the Attorney Costs for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other
Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans or Letters of Credit. 
 (b) Indemnification by the Borrower. The Borrower shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (including the Attorney Costs for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party
involving any demand made upon or claim asserted against such Indemnitee arising out of, in connection with, or as a result of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense
in connection therewith) (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder, the consummation of the transactions contemplated hereby or thereby or, in the case of the Administrative agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents,
(ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has
obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 
 (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative
Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity

  

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payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection
with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 
 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby. 
 (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor. 
 (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Revolving Credit Commitments and the repayment, satisfaction or discharge of all the other Obligations. 
 10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent or any
Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off 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 or such Lender in its discretion) to be repaid to a trustee, receiver 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 set-off had not occurred, and
(b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share 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 Rate from time to time in effect. 
 10.06 Successors and
Assigns. 
 (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of

  

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its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section,
(iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (h) of this Section (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Assignments by Lenders. Any
Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that 
 (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment and the Loans at the time owing to it or in the case of an assignment to a
Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Revolving Credit Commitment is not
then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent
or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to
a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; 
 (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Loans or the Revolving Credit Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; 
 (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuer and the
Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and 
  

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 (iv) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 10.06, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. 
 Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a
Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with subsection (d) of this Section. 
 (c) Register. The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Revolving Credit Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Borrower and the L/C Issuer at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for
a consent for a material or substantive change to the Loan Documents is pending, any Lender may request and receive from the Administrative Agent a copy of the Register. 
 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the
Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit
Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 
  

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 Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section and shall likewise be subject to the provisions of Sections 3.01(f) and 3.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. 
 (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a
Lender. 
 (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 (g) Electronic Execution of Assignments. The words “execution”, “signed”, “signature”, and words of like import in any Assignment and Assumption shall be deemed to
include electronic signatures 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. 
 (h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary
contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an
“SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Revolving Loan pursuant to the terms hereof or, if it fails
to do so, to make such payment to the Administrative

  

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Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase
the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of
record hereunder. The making of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $2,500, assign all or any portion of its right to
receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or
Guarantee or credit or liquidity enhancement to such SPC. 
 (i) Resignation as L/C Issuer or Swing Line Lender after
Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30
days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower
shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America
as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing
Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such successor or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such
Letters of Credit. 
  

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 10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative
Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. 
 For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of
information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

 Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include
material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public
information in accordance with applicable Law, including Federal and state securities Laws. 
 10.08 Set-off. In addition
to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan
Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at
any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or
hereafter existing, irrespective of whether or not the

  

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Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a
currency different from that of the applicable deposit or indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that
the failure to give such notice shall not affect the validity of such set-off and application. 
 10.09 Interest Rate
Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the
“Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law,
(a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 
 10.10 Counterparts;
Effectiveness. This Agreement and the other Loan Documents 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. Except as provided in Section 4.01, this Agreement and the other Loan Documents shall become effective when they shall have been executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement and any other Loan Document by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement and the other Loan Documents. 
 10.11
Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject
matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the
Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against
nor in favor of any party, but rather in accordance with the fair meaning thereof. 
 10.12 Survival of Representations and
Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and
thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the


  

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Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any
other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 
 10.13
Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 10.14 Governing Law; Jurisdiction; Etc. 
 (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED
THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 
 (b) ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE. 
 10.15 Waiver of Right to Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS

  

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REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 10.16 USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that, pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of
the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. 
 [Signature pages follow.] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the date first above written. 
  

			
	PRECISION CASTPARTS CORP.
		
	By:	 	 /s/

	Name:	 	Geoffrey A. Hawkes
	Title:	 	Vice President-Treasurer and
Assistant Secretary


  

 Signature Page 1 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	 BANK OF AMERICA, N.A., as Administrative
 Agent

		
	By:	 	 /s/

	Name:	 	Anthea Del Bianco
	Title:	 	Vice President


  

 Signature Page 2 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	 BANK OF AMERICA, N.A. as a Lender, L/C
 Issurer and Swing Line Lender

		
	By:	 	 /s/

	Name:	 	Andrew Stinson
	Title:	 	Vice President


  

 Signature Page 3 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	CITIBANK, N.A.
		
	By:	 	 /s/

	Name:	 	Andrew Kreeger
	Title:	 	Vice President


  

 Signature Page 4 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/

	Name:	 	Robert G. McGill Jr.
	Title:	 	Director


  

 Signature Page 5 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	MIZUHO CORPORATE BANK (USA)
		
	By:	 	 /s/

	Name:	 	Bertram Tang
	Title:	 	Senior Vice President


  

 Signature Page 6 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/

	Name:	 	Janice T. Thede
	Title:	 	Vice President


  

 Signature Page 7 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/

	Name:	 	Philip K. Liebscher
	Title:	 	Vice President


  

 Signature Page 8 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	 /s/

	Name:	 	Suzannah Harris
	Title:	 	Vice President


  

 Signature Page 9 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	THE BANK OF NEW YORK
		
	By:	 	 /s/

	Name:	 	Robert Besser
	Title:	 	Vice President


  

 Signature Page 10 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	WELLS FARGO BANK, N.A.
		
	By:	 	 /s/

	Name:	 	Steven J. Anderson
	Title:	 	Senior Vice President


  

 Signature Page 11 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 /s/

	Name:	 	Andrew Waddington
	Title:	 	Vice President


  

 Signature Page 12 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	BNP PARIBAS
		
	By:	 	 /s/

	Name:	 	Jamie Dillon
	Title:	 	Managing Director
		
	By:	 	 /s/

	Name:	 	Bernard Digeon
	Title:	 	Managing Director


  

 Signature Page 13 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	 COMMERZBANK AG, NEW YORK AND
 GRAND CAYMAN BRANCHES

		
	By:	 	 /s/

	Name:	 	Christian Jagenberg
	Title:	 	SVP and Manager
		
	By:	 	 /s/

	Name:	 	Yangling Joanne Si
	Title:	 	AVP


  

 Signature Page 14 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	 /s/

	Name:	 	Thomas Marks
	Title:	 	Vice President


  

 Signature Page 15 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	SUNTRUST BANK
		
	By:	 	 /s/

	Name:	 	Robert Bugbee
	Title:	 	Director


  

 Signature Page 16 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	UFJ BANK LIMITED
		
	By:	 	 /s/

	Name:	 	Toshiko Boyd
	Title:	 	Vice President


  

 Signature Page 17 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	SCOTIABANC INC.
		
	By:	 	 /s/

	Name:	 	William E. Zarrett
	Title:	 	Managing Director


  

 Signature Page 18 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	KBC BANK N.V.
		
	By:	 	 /s/

	Name:	 	Jose Policarpio, Jr.
	Title:	 	Assistant Vice President
		
	By:	 	 /s/

	Name:	 	Robert Snauffer
	Title:	 	First Vice President


  

 Signature Page 19 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	 BAYERISCHE LANDESBANK, ACTING
 THROUGH ITS CAYMAN ISLANDS BRANCH

		
	By:	 	 /s/

	Name:	 	Michael Jakob
	Title:	 	Vice President
		
	By:	 	 /s/

	Name:	 	Norman McClave
	Title:	 	First Vice President


  

 Signature Page 20 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	SOCIÉTÉ GÉNÉRALE
		
	By:	 	 /s/

	Name:	 	Eric E.O. Siebert, Jr.
	Title:	 	Managing Director


  

 Signature Page 21 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 









			
	BANK OF CHINA
		
	By:	 	 /s/

	Name:	 	Li XiaoJing
	Title:	 	First Deputy General Manager


  

 Signature Page 22 
 Precision Castparts Corp. Amended 
 and restated Credit
Agreement 








 CONFIDENTIAL TREATMENT 
 [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. 
 DISCLOSURE SCHEDULES 
 to 
 Amended and Restated Credit Agreement 
 among 
 PRECISION CASTPARTS CORP., 
 BANK OF AMERICA, N.A., 
 CITIBANK, N.A., 
 WACHOVIA BANK, NATIONAL ASSOCIATION 
 MIZUHO CORPORATE BANK (USA) 
 AND 
 THE
OTHER LENDERS PARTY THERETO 
 These Disclosure Schedules are furnished pursuant to that certain Credit Agreement (the
“Agreement”), dated as of October 14, 2005, among Precision Castparts Corp., as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., Wachovia Bank, National
Association and Mizuho Corporate Bank (USA), as Co-Documentation Agents, and the other Lenders party thereto. Except as otherwise expressly limited herein or in the Agreement, all disclosures contained in these Disclosure Schedules are made as of
the date of the Agreement. 
 The headings and descriptions of the disclosures herein are for convenience of reference only and are not intended
and do not alter the meaning of any provision of the Agreement or of these Disclosure Schedules. Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. 







 SCHEDULE 1.01(a) 
 REVOLVING CREDIT COMMITMENTS AND PRO RATA SHARES 
  

							
	 Lender
	  	Revolving Credit
Commitment	  	Pro Rata Share	 
	 Bank of America, N.A.
	  	$	90,000,000.00	  	9.000000000	% 
	 Citibank, N.A.
	  	$	80,000,000.00	  	8.000000000	% 
	 Wachovia Bank, National Association
	  	$	80,000,000.00	  	8.000000000	% 
	 Mizuho Corporate Bank (USA)
	  	$	75,000,000.00	  	7.500000000	% 
	 PNC Bank, National Association
	  	$	50,000,000.00	  	5.000000000	% 
	 The Bank of New York
	  	$	50,000,000.00	  	5.000000000	% 
	 Keybank National Association
	  	$	50,000,000.00	  	5.000000000	% 
	 US Bank, N.A.
	  	$	50,000,000.00	  	5.000000000	% 
	 Commerzbank AG, New York and Grand Cayman Branches
	  	$	50,000,000.00	  	5.000000000	% 
	 SunTrust Bank
	  	$	50,000,000.00	  	5.000000000	% 
	 Union Bank of California, N.A.
	  	$	50,000,000.00	  	5.000000000	% 
	 BNP Paribas
	  	$	50,000,000.00	  	5.000000000	% 
	 The Royal Bank of Scotland plc
	  	$	50,000,000.00	  	5.000000000	% 
	 Wells Fargo Bank, N.A.
	  	$	50,000,000.00	  	5.000000000	% 
	 UFJ Bank Limited
	  	$	50,000,000.00	  	5.000000000	% 
	 Scotiabanc Inc.
	  	$	25,000,000.00	  	2.500000000	% 
	 KBC Bank, N.V.
	  	$	25,000,000.00	  	2.500000000	% 
	 Bayerische Landesbank
	  	$	25,000,000.00	  	2.500000000	% 
	 Société Générale
	  	$	25,000,000.00	  	2.500000000	% 
	 Bank of China
	  	$	25,000,000.00	  	2.500000000	% 
	 Total
	  	$	1,000,000,000.00	  	100.000000000	% 








 SCHEDULE 1.01(b) 
 NON-CORE SUBSIDIARIES 
 PCC Flow Products Business 
 PCC Flow Technologies GmbH 
 PCC Wouter Witzel Ltd. 
 PCC Flow Technologies Holdings, Inc. 
 PCC Flow Technologies (Switzerland) AG 
 Otto Vogeli
Industriearmaturen GmbH 
 Environment One Corporation 
 PCC Wouter Witzel Holding B.V. 
 PCC Flow Technologies Limited 
 Technova GmbH 
 PCC Wouter Witzel Specials B.V.

 Flow Tech Realty Co. 
 PCC FT II LLC

 PCC FT I LLC 
 PCC Eurovalve B.V.

 Flow Tech Pen Canada, Inc. 
 PCC Flow
3 LLC 
 PCC Flow 2 LLC 
 PCC Wouter
Witzel Unit I B.V. 
 PCC Wouter Witzel Unit II B.V. 
 PCC Wouter Witzel B.V. 
 PCC Wouter Witzel Eurovalve B.V. 
 PCC Flow Technologies LP 
 BI, Inc. 
 General Valve of Canada, Inc. 
 General Valve
Company Ltd 
 SPS Magnetic Products Business 
 Magnetstuff.com, Inc. 
 300 N. West Street LLC 
  

 1 








 CONFIDENTIAL TREATMENT 
 [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. 
 SCHEDULE 5.06 
 LITIGATION 
 [***] 
  

 1 








 CONFIDENTIAL TREATMENT 
 [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. 
 SCHEDULE 5.09 
 ENVIRONMENTAL MATTERS 
 [***] 
  

 1 








 SCHEDULE 5.12 
 ERISA COMPLIANCE 
 A minimum
installment required under Code Section 412 for the Retirement Income Plan for Union Employees of PCC Olofsson, Inc. (Union DB Plan) was inadvertently late, although the delinquency has now been cured. The minimum required installment payment
was $41,294 and was due July 15, 2003. That amount was contributed on October 15, 2003. On November 5, 2003, a late notice was filed with the PBGC (PBGC Form 10) with respect to this event. 
 A minimum installment required under Code Section 412 with respect to the PCC Specialty Products, Inc. Contributory Retirement Plan (Contributory Plan)
was also inadvertently late, although the delinquency has now been cured. The minimum required installment payment was approximately $96,000 and was due July 15, 2003. That amount was contributed by October 15, 2003. No notice with the
PBGC has been filed with respect to this event. 
 There have been two reportable events relating to “active participant reductions”
under the Retirement Income Plan for Non-Union Employees of the Olofsson Corporation (Non-Union DB Plan) and the Union DB Plan. While these reportable events were reported late, the PBGC issued a letter dated August 12, 2003 indicating that the
PBGC accepted the notices as filed and would not take further action with respect to them. 
 M. Argueso & Co., Inc., an ERISA
Affiliate, transferred its operations from its facility in Mamaroneck, New York to a facility in Muskegon, Michigan during 2005. In connection with that transfer, M. Argueso & Co., Inc. ceased making contributions, as of the end of June
2005, to the International Brotherhood of Electrical Workers Local 1783 Pension and Insurance Fund (IBEW 1783 Fund) with respect to its former employees who worked at the Mamaroneck, New York facility. The IBEW 1783 Fund is a Multiemployer Plan. As
a result, M. Argueso & Co., Inc. may have incurred withdrawal liabilities under the IBEW 1783 Fund but has not received a notice from the IBEW 1783 Fund asserting a withdrawal liability or demanding payment of a withdrawal liability.

 PCC Specialty Products, Inc. Incentive Savings Plan. The IRS issued a favorable determination letter dated August 15, 1995 to the
employer with respect to this plan. That favorable determination letter predates the GUST and EGTRRA rounds of law changes. The employer adopted a Fidelity sponsored prototype plan document and related amendments to update this plan to comply with
GUST and EGTRRA requirements. The employer has not applied for an individualized determination letter for this plan. 
  

 1 








 CONFIDENTIAL TREATMENT 
 [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. 
 SCHEDULE 5.17 
 INTELLECTUAL PROPERTY MATTERS 
 [***] 
  

 1 








 SCHEDULE 7.08 
 EXISTING BURDENSOME AGREEMENTS 
 None. 
  

 1 








 SCHEDULE 10.02 
 ADMINISTRATIVE AGENT’S OFFICE, 
 CERTAIN ADDRESSES FOR NOTICES 
 PRECISION CASTPARTS CORP.: 
 Precision Castparts Corp. 
 4650 S.W. Macadam
Avenue, Suite 440 
 Portland, OR 97239 
 Telephone: 503-417-4848 
 Fax: 503-417-4814 
 Attention: Treasurer 
 ADMINISTRATIVE AGENT: 
 Administrative Agent’s Office 
 (for payments and Requests for Credit Extensions): 
 Bank of America, N.A. 
 2001 Clayton Road, Building B 
 Mail Code: CA
4-702-02-25 
 Concord, California 94520 - 2405 

			
	Attention:	 	Pamela Greer-Tillman
	Telephone:	 	(925) 675-8453
	Facsimile:	 	(877) 969-2786
	Electronic Mail:	 	pamela.s.greer-tillman@bankofamerica.com
	Pay to:	 	Bank of America, N.A.
		 	Dallas, Texas
	ABA No:	 	111000012
	Account No.:	 	3750836479
	Reference:	 	Precision Castparts

 Other Notices as Administrative Agent: 
 Bank of America, N.A. 
 Agency Management

 1455 Market Street, 5th Floor 
 Mail
Code: CA5-701-05-19 
 San Francisco, California 94103 

			
	Attention:	 	Anna Cuenco
		 	Assistant Vice President
	Telephone:	 	(415) 436-4008
	Facsimile:	 	(415) 503-5007
	Electronic Mail:	 	anna.cuenco@bankofamerica.com








 L/C ISSUER: 
 Bank of America, N.A. 
 Trade Operations-Los Angeles #22621 
 333 S. Beaudry Avenue, 19th Floor 
 Mail Code:
CA9-703-19-23 
 Los Angeles, CA 90017-1466 

			
	Attention:	 	Sandra Leon
		 	Vice President
	Telephone:	 	(213) 345-5231
	Facsimile:	 	213-345-0265
	Electronic Mail:	 	Sandra.Leon@bankofamerica.com

 SWING LINE LENDER: 
 Bank of America, N.A. 
 2001–Clayton Road, Building B 
 Mail Code: CA 4-702-02-25 
 Concord, California
94520 - 2405 

			
	Attention:	 	Pamela Greer-Tillman
	Telephone:	 	(925) 675-8453
	Facsimile:	 	(877) 969-2786
	Electronic Mail:	 	pamela.s.greer-tillman@bankofamerica.com
	Pay to:	 	Bank of America, N.A.
		 	Dallas, Texas
	ABA No:	 	111000012
	Account No.:	 	3750836479
	Reference:	 	Precision Castparts








 SCHEDULE 10.06 
 PROCESSING AND RECORDATION FEES 
 The Administrative Agent will charge a processing and recordation fee (an “Assignment Fee”) in the amount of $2,500 for each assignment; provided, however, that in the event of two or more concurrent
assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible
Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $2,500 plus the amount set forth below: 
  

			
	 Transaction
	  	Assignment Fee
	 First four concurrent assignments or suballocations to members of an Assignee Group (or from members of an Assignee Group, as
applicable)
	  	-0-
	 Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee
Group, as applicable)
	  	$500








 EXHIBIT A 
 FORM OF REVOLVING LOAN NOTICE 
 Date:
                    , 20     
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 
 Reference is made to that certain Amended and Restated Credit Agreement, dated as of
October 14, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Precision Castparts
Corp., an Oregon corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The undersigned hereby requests (select one): 
  

							
	 ̈	 	A Borrowing of Revolving Loans	 	 ̈	 	A conversion or continuation of Revolving Loans

  

	 	1.	 On                      (a Business Day).
(1) 


  

	 	2.	 In the amount of $        .(2) 


  

	 	3.	Comprised of
                                         
                                   . 

 [Type of Revolving Loan requested] 
  

	 	4.	 For Eurodollar Rate Loans: with an Interest Period of
                     months.(3) 


 The Revolving Borrowing requested herein complies with the proviso to the first sentence of Section 2.01 of the Agreement. 
  
  

	(1)	At least three (3) Business Days later if a Eurodollar Rate Loan. 


	(2)	Must be $5,000,000 or if greater an integral multiple of $1,000,000. 


	(3)	For any Eurodollar Rate Loan, one, two, three or six months. 

  

 A-1 
 Form of Revolving Loan Notice 








 The matters set forth in Section 4.02(a) and (b) of the Agreement
are true, correct and complete as of the date hereof and with respect to the requested Revolving Borrowing, conversion or continuation, as the case may be. 
  

			
	PRECISION CASTPARTS CORP.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 A-2 
 Form of Revolving Loan Notice 








 EXHIBIT B 
 FORM OF SWING LINE LOAN NOTICE 
 Date:
                    , 20     
  

	To:	Bank of America, N.A., as Swing Line Lender 

 Bank of America, N.A., as Administrative Agent 
 Ladies and Gentlemen: 
 Reference is made to that certain Amended and Restated Credit Agreement, dated as of October 14, 2005 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Precision Castparts Corp., an Oregon corporation (the
“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The undersigned hereby requests a Swing Line Loan: 
  

	 	1.	On                      (a Business Day).


  

	 	2.	In the amount of $        . 

 The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of
Section 2.04(a) of the Agreement. 
 The matters set forth in Section 4.02(a) and
(b) of the Agreement are true, correct and complete as of the date hereof and with respect to the requested Swing Line Borrowing. 
  

			
	PRECISION CASTPARTS CORP.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 B-1 
 Form of Swing Line Loan Notice 








 EXHIBIT C 
 FORM OF NOTE 
 FOR VALUE RECEIVED, the undersigned
(the “Borrower”) hereby promises to pay to                              or its
registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain
Amended and Restated Credit Agreement, dated as of October 14, 2005 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined
therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such
principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and
interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 
 This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part
subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining
unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the
ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. 
 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Note. 
  

 C-1 
 Form of Note 








 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. 
  

			
	PRECISION CASTPARTS CORP.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 C-2 
 Form of Note 








 LOANS AND PAYMENTS WITH RESPECT THERETO 
  

													
	 Date
	  	 Type of
 Loan Made
	  	Amount of
Loan Made	  	End of
Interest
Period	  	Amount of
Principal or
Interest Paid
This Date	  	Outstanding
Principal
Balance
This Date	  	Notation
Made By
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    
	                     
	  	                     
	  	                    	  	                    	  	                    	  	                    	  	                    

  

 C-3 
 Form of Note 








 EXHIBIT D 
 FORM OF COMPLIANCE CERTIFICATE 
 Financial Statement
Date:                     ,          
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 
 Reference is made to that certain Amended and Restated Credit Agreement, dated as of
October 14, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Precision Castparts
Corp. (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
                             of the Borrower, and that, as such, he/she is authorized to execute and
deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 
 [Use following paragraph 1 for fiscal
year-end financial statements] 
 1. Attached hereto as Schedule 1 are the year-end audited
financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such
section. 
 [Use following paragraph 1 for fiscal quarter-end financial statements] 
 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for
the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and
for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 
 2. The undersigned has
reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period
covered by the attached financial statements. 
 3. A review of the activities of the Borrower during such fiscal period has
been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and 
 [SELECT ONE:] 
  

 D-1 
 Form of Compliance Certificate 








 [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed
each covenant and condition of the Loan Documents applicable to it.] 
 —OR— 
 [the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

 4. The representations and warranties of the Borrower contained in Article V of the Agreement, or which are
contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (c) of Section 5.05
of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this
Compliance Certificate is delivered. 
 5. The financial covenant analyses and information set forth on Schedule 2
attached hereto are true and accurate on and as of the date of this Certificate. 
 IN WITNESS WHEREOF, the undersigned
has executed this Certificate as of                     ,         . 
  

			
	PRECISION CASTPARTS CORP.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 D-2 
 Form of Compliance Certificate 








 For the Quarter/Year ended
                     (“Statement Date”) 
 SCHEDULE 2 
 to the Compliance Certificate 
 ($ in 000’s) 
  

							
	I.	  	Section 7.10(a) – Consolidated Net Worth.	  	
				
		  	A.	  	Actual Consolidated Net Worth at Statement Date:	  	$        
				
		  	B.	  	50% of Consolidated Net Income for each full fiscal quarter ending after the Closing Date (no deduction for net losses):	  	$        
				
		  	C.	  	Minimum required Consolidated Net Worth (Line I.B plus $1,150,000,000):	  	$        
				
		  	D.	  	Excess (deficient) for covenant compliance (Line I.A – I.C):	  	$        

  

									
	II.	  	Section 7.10(b) – Consolidated Interest Coverage Ratio.	  	
				
		  	A.	  	Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):	  	
					
		  		  	1.	  	Consolidated Net Income for Subject Period:	  	$        
					
		  		  	2.	  	Consolidated Interest Charges for Subject Period:	  	$        
					
		  		  	3.	  	Provision for income taxes for Subject Period:	  	$        
					
		  		  	4.	  	Depreciation and amortization expenses for Subject Period:	  	$        
					
		  		  	5.	  	Non-cash charges resulting from the application of Statement of Financial Accounting Standards No. 142 for Subject Period:	  	$        
					
		  		  	6.	  	Other expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in the Subject Period or any future
period:	  	$        
					
		  		  	7.	  	Cash received with respect to a non-cash item deducted under II.A.8. below for a prior period:	  	$        
					
		  		  	8.	  	All non-cash items increasing Consolidated Net Income for the Subject Period:	  	$        
					
		  		  	9.	  	Consolidated EBITDA (sum of lines II.A.1. through II.A.7. minus Line II.A.8.):	  	$        
				
		  	B.	  	All capital expenditures for the four consecutive fiscal quarters ending on the above date:	  	$        

  

 D-3 
 Form of Compliance Certificate 









									
				
		  	C.	  	Consolidated Forward Interest Charges for the Ensuing Twelve Month Period beginning on the Statement Date (see table below):	  	$        

  

											
	 Description
 of Debt/Capital Lease
	 	 Principal
 Balance
	 	 Fixed or
 Variable?
	 	 Basis of
 Variable Rate(1)
	 	 Applicable
 Rate
	 	 Forward
 Interest Expense(2)

	                     
	 	                     
	 	                     
	 	                     
	 	                     
	 	                     

	                     
	 	                     
	 	                     
	 	                     
	 	                     
	 	                     

	                     
	 	                     
	 	                     
	 	                     
	 	                     
	 	                     

	                     
	 	                     
	 	                     
	 	                     
	 	                     
	 	                     

	                     
	 	                     
	 	                     
	 	                     
	 	                     
	 	                     



	 	



	 	(1)	Eurodollar Rate, Base Rate, etc. 


	 	(2)	If adjusted for scheduled prinicpal payments, describe adjustment 

  

									
				
		  	 D.
	  	Consolidated Interest Coverage Ratio ((Line II.A.3. minus Line II.B.) ÷ Line II.C.):	  	         to 1
				
		  		  	Minimum required: 2.25 to 1.00	  	

  

							
	III.	  	Section 7.10(c) – Consolidated Leverage Ratio.	  	
				
		  	A.	  	Consolidated Funded Indebtedness at Statement Date:	  	$        
				
		  	B.	  	Consolidated EBITDA for Subject Period (Line II.A.9. above):	  	$        
				
		  	C.	  	Consolidated Leverage Ratio (Line III.A ÷ Line III.B):	  	         to 1
				
		  		  	Maximum permitted: 3.25 to 1.00	  	

  

 D-4 
 Form of Compliance Certificate 








 EXHIBIT E 
 ASSIGNMENT AND ASSUMPTION 
 This Assignment and
Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of
Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of
a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the
Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below
(i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit, Guarantees and Swing Line Loans included in such facilities) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, 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 herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor. 
  

					
	1.	 	Assignor:	  	                            

			
	2.	 	Assignee:	  	                            
[and is an Affiliate/Approved Fund of [identify Lender]1]
			
	3.	 	Borrower(s):	  	Precision Castparts Corp.
			
	4.	 	Administrative Agent:	  	Bank of America, N.A. as the administrative agent under the Credit Agreement

  
  

	1	 Select as applicable. 


  

 E-1 
 Assignment and Assumption 









									
	5.	  	Credit Agreement:	  	The Amended and Restated Credit Agreement, dated as of October 14, 2005, by and among Precision Castparts Corp., the Lenders from time to time party thereto, and
Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender
					
	6.	  	Assigned Interest:	  		  		  	
					
	  	  	 Facility Assigned
	  	 Aggregate Amount of
 Commitment
 for all Lenders*
	  	 Amount of
 Commitment Assigned*
	  	 Percentage
 Assigned of
 Commitment1

					
		  	             3
	  	$        	  	$        	  	    %
		  	             
	  	$        	  	$        	  	    %
		  	             
	  	$        	  	$        	  	    %
		  	  

		  	 *  Amount to be adjusted by the counterparties to take into account any payments or prepayments made
between the Trade Date and the Effective Date.

			
	[7.	  	Trade Date:	  	                        ]4

 Effective Date:
                    , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment and Assumption are hereby agreed
to: 
  

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
		
	ASSIGNEE	 	
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	


  
  

	2	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


	3	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit
Facility”, etc.). 


	4	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 

  

 E-2 
 Assignment and Assumption 








 [Consented to and]5 Accepted: 
  

			
	 [NAME OF ADMINISTRATIVE AGENT],
 as Administrative Agent

		
	By:	 	  

	Title:	 	
	
	[Consented to:]6
		
	By:	 	  

	Title:	 	

  
  

	5	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 


	6	To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the Credit Agreement. 

  

 E-3 
 Assignment and Assumption 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 
 AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF OCTOBER 14, 2005, 
 BY AND AMONG PRECISION CASTPARTS CORP., THE LENDERS FROM 
 TIME TO TIME PARTY THERETO, AND BANK OF AMERICA, N.A., AS 
 ADMINISTRATIVE AGENT, L/C ISSUER AND SWING LINE
LENDER 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1. Representations and
Warranties. 
 1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated hereby; 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 the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of
an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant to Section 6.01(a) or (b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a 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 the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
  

 E-4 
 Assignment and Assumption 








 2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The Assignor and the Assignee shall
make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. 
 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

  

 E-5 
 Assignment and Assumption 








 EXHIBIT F 
 FORM OF AMENDMENT NO. 1 TO GUARANTY AGREEMENT 
 See attached. 








			
		 	 Execution
Version



 AMENDMENT NO. 1 TO GUARANTY AGREEMENT 
 THIS AMENDMENT NO. 1 TO GUARANTY AGREEMENT (this “Amendment Agreement”) is made and entered into as of
October 14, 2005 by EACH OF THE UNDERSIGNED MATERIAL SUBSIDIARIES OF THE BORROWER (each a “Guarantor” and collectively the “Guarantors”) and BANK OF AMERICA, N.A., as the administrative agent for
the Lenders (in such capacity, the “Administrative Agent”). 
 WITNESSETH: 
 WHEREAS, the Administrative Agent, the lenders party thereto (collectively, the “Prior Lenders” and individually
each an “Prior Lender”) and Precision Castparts Corp., an Oregon corporation (the “Borrower”), entered into that certain Credit Agreement dated as of December 9, 2003 (as amended, restated, amended and
restated, extended, supplemented, modified or replaced from time to time, the “Existing Credit Agreement”), pursuant to which the Prior Lenders agreed to make and have made available to the Borrower a revolving credit facility,
including a letter of credit subfacility and a swing line subfacility, and a term loan facility in an initial aggregate principal amount of up to $700,000,000; and 
 WHEREAS, each Guarantor is a direct or indirect Domestic Subsidiary of the Borrower and has materially benefited directly or indirectly from the loans made available and letters of credit issued
under the Credit Agreement, and will materially and directly benefit from the loans made available and to be made available, and the letters of credit issued and to be issued under, the Amended and Restated Credit Agreement (defined below); and

 WHEREAS, each of the Guarantors entered into that certain Guaranty Agreement dated as of December 9, 2003 (as
hereby amended and as from time to time hereafter amended, restated, amended and restated, extended, supplemented, modified or replaced, the “Guaranty”) made to the Administrative Agent, for the benefit of the Secured Parties (as
defined in the Guaranty), whereby each Guarantor guaranteed to the Administrative Agent for the benefit of the Secured Parties the payment and performance in full of the Borrower’s Liabilities (as defined in the Guaranty); and 
 WHEREAS, the Borrower has notified the Administrative Agent that the Borrower desires to amend and restate the Credit Agreement as of
the date hereof in order to, among other things, (i) convert the entire facility into a revolving credit facility, (ii) extend the maturity date of the revolving credit facility, (iii) increase the maximum aggregate principal amount
of the revolving credit facility to $1,000,000,000 (subject to an increase option) and (iv) make certain other amendments to the Credit Agreement (collectively, the amending actions to the Credit Agreement are referred to as the “Credit
Agreement Amendments”), all on the terms and subject to the conditions set forth in that certain Amended and Restated Credit Agreement dated as of October 14, 2005 among the Borrower, the Administrative Agent, certain of the Prior
Lenders and certain other lenders party thereto (collectively, the Prior Lenders and other lenders party thereto are referred to herein as the “Lenders” and such Amended and Restated Credit








 
Agreement, as from time to time amended, restated, amended and restated, revised, modified or supplemented, is referred to herein as the “Amended and Restated Credit Agreement”;
capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated Credit Agreement); and 
 WHEREAS, a material part of the consideration given in connection with and as an inducement to the execution and delivery of the Amended and Restated Credit Agreement by the Administrative Agent
and the Lenders was the obligation of the Borrower to cause each Guarantor to continue its obligations under the Guaranty, as amended by this Amendment Agreement, and to enter into this Amendment Agreement, and the Administrative Agent and the
Lenders are unwilling to enter into the Amended and Restated Credit Agreement unless each of the Guarantors agrees to continue to guarantee the Borrower’s Liabilities, and in connection therewith that the Guarantors enter into this Amendment
Agreement; 
 NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 
 1. Amendments to Guaranty. Subject
to the terms and conditions set forth herein, the Guaranty is hereby amended as follows: 
 (a) All references to
“Credit Agreement” in the Guaranty shall hereafter refer to the Amended and Restated Credit Agreement. 
 (b) Section 9 of the Guaranty is hereby amended to restate the last sentence of subsection (c) in its entirety to read as follows: 
 For purposes of this Guaranty Agreement, “Facility Termination Date” means the date as of which all of the following shall have occurred: (i) the Borrower shall have permanently
terminated the credit facilities under the Loan Documents by final payment in full of all Outstanding Amounts, together with all accrued and unpaid interest and fees thereon, other than (A) the undrawn portion of Letters of Credit and
(B) all letter of credit fees relating thereto accruing after such date (which fees shall be payable solely for the account of the L/C Issuer and shall be computed (based on interest rates and the Applicable Rate then in effect) on such undrawn
amounts to the respective expiry dates of the Letters of Credit), in each case as have been fully Cash Collateralized or as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been
made; (ii) all Revolving Credit Commitments shall have terminated or expired; (iii) the obligations and liabilities of the Borrower and each other Loan Party under all Related Swap Contracts shall have been fully, finally and irrevocably
paid and satisfied in full and the Related Swap Contract shall have expired or been terminated, or other arrangements satisfactory to the counterparties shall have been made with respect thereto; and (iv) the Borrower and each other Loan Party
shall have fully, finally and irrevocably paid and satisfied in full all of their respective obligations and liabilities arising under the Loan Documents, including with respect to the Borrower and the Obligations

  

 - 2 - 








 
(except for future obligations consisting of continuing indemnities and other contingent Obligations of the Borrower or any Loan Party that may be owing to the Administrative Agent or any Related
Party of the Administrative Agent or any Lender pursuant to the Loan Documents and expressly survive termination of the Credit Agreement). 
 (c) Section 16 of the Guaranty is hereby amended to restate the first sentence of such Section in its entirety to read as follows: 
 The rules of interpretation contained in Sections 1.03 and 1.06 of the Credit Agreement shall be applicable to
this Guaranty Agreement and each Guaranty Joinder Agreement and are hereby incorporated by reference. 
 (d)
Section 18 of the Guaranty is hereby amended to replace the reference to “Section 10.07” with a reference to “Section 10.06”. 
 (e) Section 19 of the Guaranty is hereby amended to restate the last sentence of such Section in its entirety to
read as follows: 
 Each Secured Party not a party to the Credit Agreement who obtains the benefit of this Guaranty Agreement by
virtue of the provisions of this Section shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and that with respect to the actions and omissions of the
Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each Related Party of the Administrative Agent shall be entitled to all the rights, benefits and immunities conferred
under Article IX of the Credit Agreement. 
 (f) Section 21 of the Guaranty is hereby amended
by deleting the last sentence of such Section. 
 2. Full Force and Effect of Guaranty: Consent of the Guarantors. Each
Guarantor hereby consents, acknowledges and agrees to the Credit Agreement Amendments and to the amendments set forth in this Amendment Agreement, and hereby confirms and ratifies in all respects the Guaranty (as amended hereby) to which such
Guarantor is a party (including without limitation the continuation of such Guarantor payment and performance obligations thereunder upon and after the effectiveness of this Amendment Agreement, the Credit Agreement Amendments and the amendments
contemplated hereby and thereby) and the enforceability of such Guaranty against such Guarantor in accordance with its terms. 
 3. Representations and Warranties. (a) Each Guarantor hereby certifies that after giving effect to this Amendment Agreement, the representations and warranties of the Guarantors contained in Section 11 of the
Guaranty are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such date. 
  

 - 3 - 








 (b) Each Guarantor hereby represents and warrants that this Amendment Agreement has been
duly authorized, executed and delivered by each Guarantor and constitutes a legal, valid and binding obligation of such parties, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally. 
 (c) The Guarantors party hereto
constitute all of the Material Subsidiaries of the Borrower required to be Guarantors pursuant to the terms of the Amended and Restated Credit Agreement as of the date hereof. 
 4. Conditions to Effectiveness. The effectiveness of this Amendment Agreement and the amendments to the Guaranty provided herein are
subject to the satisfaction of the following conditions precedent: 
 (a) receipt by the Administrative Agent of
originals, telecopies or electronic copies in secure document format (such as .pdf) (followed promptly by originals) of this Amendment Agreement, duly executed by each Guarantor and the Administrative Agent; 
 (b) receipt by the Administrative Agent of executed counterparts of the Amended and Restated Credit Agreement by the
Borrower, the Administrative Agent and each Lender party thereto, and the Administrative Agent’s satisfaction that the conditions precedent contained in Section 4.01 of the Amended and Restated Credit Agreement have been satisfied;
and 
 (c) such other documents, instruments and certificates as reasonably requested by the Administrative
Agent. 
 Upon satisfaction of the conditions set forth in this Section 4, this Amendment Agreement shall be
effective as of the date hereof. 
 5. Entire Agreement. This Amendment Agreement, together with all the Loan Documents
(collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties
relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation
or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the
subject matter hereof or thereof. 
 6. Counterparts. This Amendment Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment Agreement by telecopy or electronic copy in
secure document format (such as .pdf) shall be effective as delivery. 
  

 - 4 - 








 7. Governing Law. This Amendment Agreement shall in all respects be governed by, and
construed in accordance with, the laws of the State of New York. 
 8. Enforceability. Should any one or more of the
provisions of this Amendment Agreement be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 
 9. References. All references in any of the Loan Documents to the “Guaranty” or the “Guaranty Agreement” shall
mean the Guaranty, as amended hereby. 
 10. Successors and Assigns. This Amendment Agreement shall be binding upon and
inure to the benefit of each Guarantor, the Lenders, the L/C Issuer and the Administrative Agent and their respective successors, assigns and legal representatives; provided, however, that no Guarantor, without the prior consent of the
Administrative Agent, may assign any rights, powers, duties or obligations hereunder. 
 [Signature pages follow.]

  

 - 5 - 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Guaranty Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written. 
  

			
	 ADMINISTRATIVE AGENT:
  
 BANK OF AMERICA, N.A.,

		
	By:	 	  

	Name:	 	Anthea Del Bianco
	Title:	 	Vice President


 Precision Castparts Corp. 
 Amendment No. 1 to Guaranty Agreement 
 Signature Pages 








			
	 GUARANTORS:

	
	 PCC STRUCTURALS, INC.

	 PCC AIRFOILS LLC. PCC SPECIALTY PRODUCTS, INC.

	 J&L FIBER SERVICES, INC.

	 ADVANCED FORMING TECHNOLOGY, INC. WYMAN-GORDON COMPANY

	 PRECISION FOUNDERS INC.

	 WYMAN-GORDON FORGINGS (CLEVELAND), INC.

	 WYMAN-GORDON FORGINGS LP

	     By WGF I LLC, its General Partner

	 WYMAN-GORDON INVESTMENT CASTINGS, INC.

	 SPS TECHNOLOGIES, LCC

	 PCC COMPOSITES, INC.

	 CARMET INVESTORS, INC.

	 CARMET COMPANY

	 WG WASHINGTON STREET LLC

	 WGF I LLC

	 WGF II LLC

	 WG FORGINGS 3 LLC

	 WG FORGINGS 2 LLC

	 INTERNATIONAL EXTRUDED PRODUCTS, LLC

	 CANNON-MUSKEGON CORPORATION

	 GREENVILLE METALS, INC.

	 GREER STOP NUT, INC.

	 HOWELL PENNCRAFT, INC.

	 M. ARGUESO & CO., INC.

	 METALAC FASTENERS, INC.

	 NSS TECHNOLOGIES, INC.

	 SPS INTERNATIONAL INVESTMENT COMPANY

	 SPS TECHNOLOGIES WATERFORD COMPANY

	 UNBRAKO, LLC

	 AVIBANK MFG., INC.

		
	By:	 	  

	Name:	 	Geoffrey A. Hawkes
	Title:	 	Vice President-Treasurer and Assistant Secretary


 Precision Castparts Corp. 
 Amendment No. 1 to Guaranty Agreement 
 Signature Pages