Amended and Restated Credit Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 U.S. $350,000,000 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 Dated as of May 8, 2009 

among 
 BECKMAN COULTER, INC.

 as Borrower 
 THE INITIAL LENDERS NAMED HEREIN 
 as Initial Lenders 
 BANK OF AMERICA, N.A. 
 as
Sole Administrative Agent 
 JPMORGAN CHASE BANK, N.A. 
 As Sole Syndication Agent 
 CITIBANK, N.A. 
 As Sole Documentation Agent 
 and

 BANC OF AMERICA SECURITIES LLC 
 J.P. MORGAN SECURITIES INC. 
 and 
 CITIGROUP GLOBAL MARKETS INC. 
 as Joint Lead Arrangers and
Joint Bookrunners 







 Table of Contents 
  


			
	 	  	Page
	
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
		
	 SECTION 1.01. Certain Defined Terms
	  	1
	 SECTION 1.02. Computation of Time Periods
	  	13
	 SECTION 1.03. Accounting Terms
	  	13
	
	ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
		
	 SECTION 2.01. The Revolving Credit Advances
	  	13
	 SECTION 2.02. Making the Revolving Credit Advances
	  	13
	 SECTION 2.03. Fees
	  	14
	 SECTION 2.04. Termination or Reduction of the Commitments
	  	15
	 SECTION 2.05. Repayment
	  	15
	 SECTION 2.06. Interest
	  	15
	 SECTION 2.07. Interest Rate Determination
	  	16
	 SECTION 2.08. Conversion of Revolving Credit Advances
	  	16
	 SECTION 2.09. Optional Prepayments
	  	16
	 SECTION 2.10. Increased Costs
	  	17
	 SECTION 2.11. Illegality
	  	18
	 SECTION 2.12. Payments and Computations
	  	18
	 SECTION 2.13. Taxes
	  	19
	 SECTION 2.14. Sharing of Payments, Etc.
	  	21
	 SECTION 2.15. Use of Proceeds
	  	21
	 SECTION 2.16. Increase in the Aggregate Commitments
	  	21
	 SECTION 2.17. Swing Line Advances
	  	22
	 SECTION 2.18. Replacement of Lenders
	  	24
	 SECTION 2.19. Evidence of Debt
	  	25
	 SECTION 2.20. Defaulting Lenders
	  	25
	
	ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING
		
	 SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01
	  	25
	 SECTION 3.02. Conditions Precedent to Each Borrowing and Commitment Increase
	  	27
	 SECTION 3.03. Determinations Under Section 3.01
	  	27
	
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
		
	 SECTION 4.01. Representations and Warranties of the Borrower
	  	27
	
	ARTICLE V COVENANTS OF THE BORROWER
		
	 SECTION 5.01. Affirmative Covenants
	  	29
	 SECTION 5.02. Negative Covenants
	  	31
	 SECTION 5.03. Financial Covenants
	  	33
	
	ARTICLE VI EVENTS OF DEFAULT
		
	 SECTION 6.01. Events of Default
	  	34
	
	ARTICLE VII THE AGENT
		
	 SECTION 7.01. Authorization and Action
	  	36









			
	 SECTION 7.02. Exculpatory Provisions
	  	36
	 SECTION 7.03. Agent’s Reliance, Etc.
	  	36
	 SECTION 7.04. Bank of America and Affiliates
	  	37
	 SECTION 7.05. Lender Credit Decision
	  	37
	 SECTION 7.06. Indemnification
	  	37
	 SECTION 7.07. Successor Agent
	  	37
	 SECTION 7.08. No Other Duties, Etc.
	  	38
	
	ARTICLE VIII MISCELLANEOUS
		
	 SECTION 8.01. Amendments, Etc.
	  	38
	 SECTION 8.02. Notices, Electronic Communication, Etc.
	  	38
	 SECTION 8.03. No Waiver; Remedies
	  	40
	 SECTION 8.04. Costs and Expenses
	  	40
	 SECTION 8.05. Right of Set-off
	  	41
	 SECTION 8.06. Binding Effect
	  	41
	 SECTION 8.07. Assignments and Participations
	  	41
	 SECTION 8.08. Confidentiality
	  	44
	 SECTION 8.09. Governing Law
	  	44
	 SECTION 8.10. Execution in Counterparts
	  	44
	 SECTION 8.11. Jurisdiction, Etc.
	  	44
	 SECTION 8.12. Patriot Act Notice
	  	45
	 SECTION 8.13. No Advisory or Fiduciary Responsibility
	  	45
	 SECTION 8.14. Waiver of Jury Trial
	  	46

 Schedules 
 Schedule 1 - List of Applicable Lending Offices 
 Schedule 5.02(a) - Existing Liens 
 Schedule 8.02 - Agent’s Office; Certain Addresses for Notices 
 Exhibits 
 Exhibit A - Form of Promissory Note 
 Exhibit B-1 - Form of Notice of
Borrowing 
 Exhibit B-2 - Form of Notice of Swing Line Borrowing 
 Exhibit C - Form of Assignment and Acceptance 
 Exhibit D-1 - Form of Opinion of Deputy General Counsel of the Borrower 
 Exhibit D-2 - Form of Opinion of Latham & Watkins LLP, Counsel for the Borrower 
 Exhibit E – Form of Opinion of Borrower’s counsel (Commitment Increase) 







 AMENDED AND RESTATED CREDIT AGREEMENT 
 Dated as of May 8, 2009 
 Among BECKMAN COULTER, INC., a Delaware corporation (the
“Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, BANK OF AMERICA, N.A. (“Bank of America”), as sole
administrative agent (the “Agent”) for the Lenders (as hereinafter defined), JPMORGAN CHASE BANK, N.A., as sole syndication agent, CITIBANK, N.A., as documentation agent, and BANC OF AMERICA SECURITIES LLC, J.P. MORGAN SECURITIES
INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners (each an “Arranger” and together the “Arrangers”): 
 PRELIMINARY STATEMENTS: 
 (1) The Borrower is party to a Credit Agreement dated as of July 10, 2002,
which was amended and restated as of January 31, 2005 (as amended, supplemented or otherwise modified from time to time to (but not including) the date of this Amended and Restated Credit Agreement (this “Agreement”), the
“Existing Credit Agreement”), with the banks, financial institutions and other institutional lenders party thereto, Citicorp USA, Inc., as agent for the lender parties, and Citigroup Global Markets Inc. and Banc of America
Securities LLC, as joint lead arrangers and joint bookrunners. 
 (2) The parties to this Agreement desire to amend the Existing Credit
Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety as set forth below. 
 (3) The Borrower has
requested that the Lenders make loans to it in an aggregate principal amount not exceeding $300,000,000 (subject to increase as provided herein) at any one time outstanding for working capital and other general corporate purposes, and the Initial
Lenders are prepared to make such loans upon the terms and conditions hereof. Accordingly, the parties hereto agree as follows: 
 ARTICLE I

 DEFINITIONS AND ACCOUNTING TERMS 
 SECTION 1.01. Certain Defined Terms. 
 As used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of the terms defined): 
 “Advance” means a
Revolving Credit Advance or a Swing Line Advance. 
 “Affected Lender” has the meaning specified in Section 2.18.

 “Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is
under common control with such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise. 
 “Agent” has the meaning specified in the preamble hereto. 
 “Agent’s Office” means the Agent’s address and, as appropriate, account as set forth on Schedule 8.02, or such other address or account as the Agent may from time to time notify to the
Borrower and the Lenders. 
  

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 “Agent Parties” has the meaning specified in Section 8.02(c). 
 “Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate
Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance. 
 “Applicable Margin”
means, as of any date, a percentage per annum determined by reference to the Public Debt Rating of S&P and Moody’s in effect on such date as set forth below: 
  

							
	 Public Debt Rating
 S&P/Moody’s
	  	Applicable
Margin	 
	 	  	Eurodollar Advances	 	 	Base Rate Advances	 
	 Level 1
 A- or A3 or higher
	  	2.250	%	 	1.250	%
	 Level 2
 Lower than Level 1, but at least BBB+ or Baa1
	  	2.375	%	 	1.375	%
	 Level 3
 Lower than Level 2, but at least BBB or Baa2
	  	2.500	%	 	1.500	%
	 Level 4
 Lower than Level 3, but at least BBB- or Baa3
	  	2.625	%	 	1.625	%
	 Level 5
 Lower than Level 4 or unrated by S&P and Moody’s
	  	2.875	%	 	1.875	%

 “Applicable Percentage” means, as of any date, a percentage per annum determined
by reference to the Public Debt Rating of S&P and Moody’s in effect on such date as set forth below: 
  

				
	 Public Debt Rating
 S&P/Moody’s
	  	Applicable
Percentage	 
	 Level 1
 A- or A3 or higher
	  	0.250	%
	 Level 2
 Lower than Level 1, but at least BBB+ or Baa1
	  	0.375	%
	 Level 3
 Lower than Level 2, but at least BBB or Baa2
	  	0.500	%
	 Level 4
 Lower than Level 3, but at least BBB- or Baa3
	  	0.625	%
	 Level 5
 Lower than Level 4 or unrated by S&P and Moody’s
	  	0.625	%

 “Arrangers” has the meaning specified in the preamble hereto. 
 “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the
Agent, in substantially the form of Exhibit C hereto. 
 “Assuming Lender” has the meaning specified in
Section 2.16(d). 
  

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 “Assumption Agreement” has the meaning specified in Section 2.16(d)(iii).

 “Authorized Officer” means any Responsible Officer or the Secretary, an Assistant Secretary or an Assistant Treasurer of
the Borrower. 
 “Bank of America” has the meaning specified in the preamble hereto. 
 “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%,
(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” and (c) the British Bankers Association Interest Settlement Rate applicable to Dollars for a period of
one month (“One Month LIBOR”) plus 1.00% (for the avoidance of doubt, the One Month LIBOR for any day shall be based on the rate appearing on Reuters LIBOR01 Page (or other commercially available source providing such quotations as
designated by the Agent from time to time) at approximately 11:00 a.m. London time two Business Days prior to such day). “Prime rate” means 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 the “prime 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 Advance” means an Advance that bears interest as provided in
Section 2.06(a)(i). 
 “Borrower Materials” has the meaning specified in Section 5.01(i). 
 “Borrowing” means a Revolving Credit Borrowing or a Swing Line Borrowing. 
 “Business Day” means a day of the year (other than a Saturday or Sunday) on which banks are not required or authorized by law to close
in New York, New York and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market. 
 “Commitment” means, as to any Lender, (a) if such Lender is an Initial Lender, the amount set forth opposite such Lender’s
name on the signature pages hereof, (b) if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the amount set forth in such Assumption Agreement or (c) if such Lender has entered into any Assignment and
Acceptance, the amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), in each case as such amount may be reduced pursuant to Section 2.04 or increased pursuant to Section 2.16.

 “Commitment Date” has the meaning specified in Section 2.16(b). 
 “Commitment Increase” has the meaning specified in Section 2.16(a). 
 “Compliance Certificate” has the meaning specified in Section 5.01(i)(i). 
 “Confidential Information” means information about the Borrower and its Subsidiaries and their existing and proposed operations,
business plans, affairs, products and financial condition not generally disclosed to, or known by, the public that the Borrower furnishes to the Agent or any Lender pursuant to this Agreement. 
 “Consolidated” refers to the consolidation of accounts in accordance with GAAP. 
 “Convert”, “Conversion” and “Converted” each refers to a conversion of Revolving Credit Advances of
one Type into Revolving Credit Advances of the other Type pursuant to Section 2.07 or 2.08. 
  

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 “Debt” of any Person means, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than (i) trade payables that are payable on customary terms and incurred in the ordinary course of such
Person’s business, and (ii) deferred compensation to any employee or director of the Borrower or any of its Subsidiaries), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments,
(d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all
obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all net obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in
clauses (a) through (g) above or clause (i) below and other payment obligations (collectively, “Guaranteed Debt”) guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or
indirectly by such Person through an agreement (1) to pay or purchase such Guaranteed Debt or to advance or supply funds for the payment or purchase of such Guaranteed Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or
to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Guaranteed Debt or to assure the holder of such Guaranteed Debt against loss, (3) to supply funds to or in any other manner invest in the
debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in
clauses (a) through (h) above (including Guaranteed Debt) secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and
contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt; provided, however, that clauses (h) and (i) shall not include up to $75,000,000 (in the aggregate)
of Debt of Persons other than the Borrower and its Subsidiaries outstanding at any time if and to the extent that (i) such Debt evidences a lease or purchase of goods or services by such Person from the Borrower or any Subsidiary of the
Borrower, (ii) such Debt would not otherwise constitute Debt but for the fact that the Borrower or any Subsidiary of the Borrower (or any property of the Borrower or any Subsidiary of the Borrower) is subject to recourse liability for the
payment or purchase of all or a portion thereof in connection with the sale of such Debt and (iii) such recourse liability does not exceed 15% of the sale price thereof. 
 “Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given
or time elapse or both. 
 “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lender’s ratable portion of the aggregate outstanding principal amount of the Revolving Credit Advances and participations in Swing Line Advances of all Lenders (calculated as if all Defaulting Lenders had funded all of their
respective Defaulted Advances) over the aggregate outstanding principal amount of all Revolving Credit Advances actually funded by such Defaulting Lender. 
 “Default Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Defaulted Advance and ending on the earlier of the following dates: (i) the date
on which (a) the Default Excess with respect to such Defaulting Lender has been reduced to zero (whether by the funding of any Defaulted Advances by such Defaulting Lender or by the non-pro-rata application of any prepayment pursuant to
Section 2.20) and (b) such Defaulting Lender shall have delivered to the Borrower and the Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitment; and (ii) the date on which the
Borrower, the Agent and the Required Lenders waive in writing all defaults relating to the failure of such Defaulting Lender to fund. 
 “Defaulted Advance” means any Revolving Credit Advance that a Defaulting Lender has failed to make. 
 “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Revolving Credit Advances or participations in Swing Line Advances required to be funded by it hereunder within 

  

 4 








 
one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the 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 unless such failure has been cured, (c) has notified the Borrower or the Agent
in writing, or has otherwise indicated through a written statement or public announcement, that it does not intend to fund Revolving Credit Advances or participations in Swing Line Advances as required hereunder or that it does not intend to comply
with its funding obligations generally under agreements in which it commits to extend credit or has failed to confirm in writing to the Borrower and the Agent such Lender’s intention and ability to fund Revolving Credit Advances and
participations in Swing Line Advances as required hereunder within three (3) Business Days after receipt of a written request for such confirmation from the Borrower or the Agent, or (d) has been deemed insolvent or become the subject of a
bankruptcy or insolvency or similar proceeding or to the appointment of the Federal Deposit Insurance Corporation or other receiver, custodian, conservator, trustee or similar official with respect to such Lender’s business or properties;
provided that, for the avoidance of doubt, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender by a Governmental Authority or an instrumentality thereof. 

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending
Office” opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the
Borrower and the Agent. 
 “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) Interest Expense for such period, (ii) the provision for Federal, state,
local and foreign income and similar taxes payable by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense for such period and (iv) any other non-cash items deducted in arriving at such
Consolidated net income that do not require an accrual or reserve for future cash expenses and minus (b) without duplication and to the extent included in calculating such Consolidated net income, all non-cash items increasing
Consolidated net income for such period (other than the accrual of revenue and the reversal of reserves in the ordinary course). 
 “Effective Date” has the meaning specified in Section 3.01. 
 “Eligible Assignee” means
(i) a Lender, (ii) an Affiliate of a Lender, and (iii) any other financial institution having a combined capital and surplus of at least $250,000,000 or other accredited investor (as defined in Regulation D under the Securities Act),
in each case, unless such assignment is to a Lender or an Affiliate of a Lender, approved by the Agent and the Swing Line Lender and, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with
Section 8.07, the Borrower, each such approval not to be unreasonably withheld or delayed (it being understood that any objection by the Borrower to any Person reasonably considered by the Borrower to be a competitor, or an Affiliate of a
competitor, of the Borrower shall be deemed to be not unreasonable); provided, however, that neither the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee. 
 “Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability
or potential liability, investigation, proceeding, consent order or consent agreement by, to or against the Borrower or any Subsidiary of the Borrower or with respect to the business or properties of the Borrower or any Subsidiary of the Borrower
relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or
regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief. 
 “Environmental Law” means any federal, state, local or foreign statute, law,
ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to 

  

 5 








 
pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous Materials, in each case as applicable to the Borrower or any Subsidiary of the Borrower or with respect to the business or properties of the Borrower or any Subsidiary
of the Borrower. 
 “Environmental Permit” means any permit, approval, identification number, license or other authorization
required to be obtained by the Borrower or any Subsidiary of the Borrower or required in respect of any business or properties of the Borrower or any Subsidiary of the Borrower under any Environmental Law. 
 “Equipment for Resale” means any instrument systems and related accessories and components manufactured or assembled by or on behalf of
the Borrower or any of its Subsidiaries that are owned by the Borrower or such Subsidiary and held for placement or placed (pursuant to leases, bailment arrangements or rental agreements) in facilities of the Borrower’s or such
Subsidiary’s customers (including distributors, commission representatives, agents and their customers). 
 “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. 
 “ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the Borrower’s controlled group, or under common control with the Borrower, within the meaning of
Section 414 of the Internal Revenue Code. 
 “ERISA Event” means (a) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC; (b) the application for a minimum funding waiver with respect to a Plan;
(c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of
ERISA); (d) the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple
Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any
Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution, or the written threat of institution, by the PBGC of proceedings to terminate
a Plan pursuant to Section 4042 of ERISA. 
 “Eurocurrency Liabilities” has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. 
 “Eurodollar Lending
Office” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assumption Agreement or the Assignment and Acceptance pursuant
to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent. 
 “Eurodollar Rate” means, for any Interest Period with respect to a Eurodollar Rate Advance, 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 LIBOR as designated by the 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 U.S. 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 Agent to be the rate at which deposits in U.S. dollars for delivery on the first day of such Interest Period in same day funds in the
approximate amount of the Eurodollar Rate Advance being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank 

  

 6 








 
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 Advance” means a Revolving Credit
Advance that bears interest as provided in Section 2.06(a)(ii). 
 “Eurodollar Rate Reserve Percentage” for any
Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of
Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve
System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar
Rate Advances is determined) having a term equal to such Interest Period. 
 “Events of Default” has the meaning specified
in Section 6.01. 
 “Existing Credit Agreement” has the meaning specified in the Preliminary Statements. 
 “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 of New York 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 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 Agent.

 “Fitch” means Fitch, Inc. 
 “Funded Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or
other similar instruments, (c) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller
or lender under such agreement in the event of default are limited to repossession or sale of such property), (d) with respect to any capitalized leases, the capitalized amount thereof that would appear on a balance sheet of such persion
prepared in accordance with GAAP, (e) all reimbursement obligations (other than contingent obligations) of such Person in respect of acceptances, letters of credit or similar extensions of credit, (f) all guaranties of unconsolidated
Indebtedness for borrowed money guaranteed directly or indirectly in any manner by such Person; provided, however, that the foregoing clause (f) shall not include up to $75,000,000 (in the aggregate) of Funded Debt of Persons
other than the Borrower and its Subsidiaries outstanding at any time if and to the extent that (i) such Funded Debt evidences a lease or purchase of goods or services by such Person from the Borrower or any Subsidiary of the Borrower,
(ii) such Funded Debt would not otherwise constitute Funded Debt but for the fact that the Borrower or any Subsidiary of the Borrower (or any property of the Borrower or any Subsidiary of the Borrower) is subject to recourse liability for the
payment or purchase of all or a portion thereof in connection with the sale of such Funded Debt and (iii) such recourse liability does not exceed 15% of the sale price thereof. 
 “GAAP” means generally accepted accounting principles (subject to Section 1.03, consistent with those applied in the preparation of
any financial statements referred to in Section 4.01(e) hereof) in the United States of America as in effect on the date of this Agreement, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified 

  

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Public Accountants and statements of the Financial Accounting Standards Board or in such other statement by such other entity as approved by a significant
segment of the United States accounting profession. 
 “Governmental Authority” means any federal, state, local or foreign
court or governmental agency, authority, instrumentality or regulatory body. 
 “Granting Lender” has the meaning specified
in Section 8.07(h). 
 “Hazardous Materials” means (a) petroleum and petroleum products, byproducts or breakdown
products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or
contaminant under any Environmental Law. 
 “Hedge Agreements” means interest rate swap, cap or collar agreements, interest
rate future or option contracts, currency swap agreements, currency or commodity future or option contracts and other similar agreements. 
 “Increase Date” has the meaning specified in Section 2.16(a). 
 “Increasing Lender” has the
meaning specified in Section 2.16(b). 
 “Information Memorandum” means the information memorandum dated April 8,
2009 used by the Agent and the Arrangers in connection with the syndication of the Commitments. 
 “Initial Lenders” has the
meaning specified in the preamble hereto. 
 “Interest Expense” means, for any period, the sum of (i) interest expense,
including, without limitation and without duplication, (a) amortization of debt discount, (b) amortization of fees (including, without limitation, fees payable in respect of Hedge Agreements) payable in connection with the incurrence of
Debt to the extent included in interest expense, and (c) the portion of any liabilities incurred in connection with capitalized leases allocable to interest expense, in each case of the Borrower and its Subsidiaries on a Consolidated basis,
determined in accordance with GAAP for such period, and (ii) any dividends paid or accrued in respect of any preferred stock of the Borrower during such period. 
 “Interest Period” means, for each Eurodollar Rate Advance comprising part of the same Revolving Credit Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the
Conversion of any Base Rate Advance into such Eurodollar Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, and subject to clause
(c) of this definition, nine or twelve months, as the Borrower may, upon notice received by the Agent not later than 1:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select;
provided, however, that: 
 (a) the Borrower may not select any Interest Period that ends after the Termination
Date; 
 (b) Interest Periods commencing on the same date for Eurodollar Rate Advances comprising part of the same Revolving
Credit Borrowing shall be of the same duration; 
 (c) in the case of any such Revolving Credit Borrowing, the Borrower shall
not be entitled to select an Interest Period having duration of nine or twelve months unless, by 4:00 P.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, each Lender notifies the Agent that such Lender
will be providing funding for such Revolving Credit 

  

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Borrowing with such Interest Period (the failure of any Lender to so respond by such time being deemed for all purposes of this Agreement as an objection by
such Lender to the requested duration of such Interest Period); provided that, if any or all of the Lenders object to the requested duration of such Interest Period, the duration of the Interest Period for such Revolving Credit Borrowing
shall be one, two, three or six months, as specified by the Borrower in the applicable Notice of Revolving Credit Borrowing as the desired alternative to an Interest Period of nine or twelve months; 
 (d) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest
Period shall be extended to occur on the next succeeding Business Day, provided, however, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such
Interest Period shall occur on the next preceding Business Day; and 
 (e) whenever the first day of any Interest Period
occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such
Interest Period shall end on the last Business Day of such succeeding calendar month. 
 “Internal Revenue Code” means the
Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. 
 “Inventory” shall have the meaning ascribed to such term under GAAP. 
 “Lenders” means the
Initial Lenders, each Assuming Lender that shall become a party hereto pursuant to Section 2.16 and each Person that shall become a party hereto pursuant to Section 8.07. 
 “Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property. 
 “Material Adverse Change” means any material adverse change (or any event or condition which, solely with the passage of time, has a substantial likelihood of causing or resulting in a material
adverse change) in the business, financial condition or operations of the Borrower and its Subsidiaries taken as a whole. 
 “Material Adverse Effect” means a material adverse effect on (a) the business, financial condition or operations of the Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or
any Lender under this Agreement or any Note or (c) the ability of the Borrower to perform its obligations under this Agreement or any Note. 
 “Moody’s” means Moody’s Investors Service, Inc. 
 “Multiemployer Plan” means a
multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an
obligation to make contributions. 
 “Multiple Employer Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the
Borrower or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated. 
  

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 “Note” means a promissory note of the Borrower payable to the order of any Lender, in
substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender. 
 “Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.02. 
 “Notice of Swing Line Borrowing” means a notice of a Swing Line Borrowing pursuant to Section 2.17(b), which, if in writing, shall be substantially in the form of Exhibit B-2. 
 “Other Taxes” has the meaning specified in Section 2.13. 
 “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, Pub. L. 107-56, signed into law October 26, 2001. 
 “PBGC” means the Pension Benefit Guaranty Corporation
(or any successor). 
 “Permitted Liens” means: (a) Liens for taxes, assessments and governmental charges or levies to
the extent not required to be paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen’s, mechanics’, landlords’, bailees’, carriers’, warehousmen’s, workmen’s and repairmen’s
Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 60 days or, if so overdue, are being diligently contested in good faith by appropriate proceedings and
for which adequate reserves have been established in accordance with GAAP; (c) pledges or deposits in the ordinary course of business to secure non-delinquent obligations incurred in the ordinary course of business (other than for borrowed
money) or non-delinquent obligations under workers’ compensation or unemployment laws or similar legislation or to secure the performance of public regulatory obligations which are not delinquent, bid, surety and appeal bonds, performance bonds
or other obligations of a like nature (other than for borrowed money), deposits with utility companies or insurance carriers in the ordinary course of business, and bankers’ liens or rights of setoff with respect to bank accounts;
(d) Uniform Commercial Code financing statements (or similar statements under foreign laws) filed for precautionary purposes in connection with any true lease of property which is not prohibited under this Agreement and under which the Borrower
or any of its Subsidiaries is lessee, provided that any such financing statement does not cover any property other than the property subject to such lease and the proceeds thereof; and Uniform Commercial Code financing statements filed in
connection with any Liens otherwise permitted under this Agreement, provided that any such financing statements do not cover any property other than the property subject to such Liens and the proceeds thereof; (e) easements, rights of
way and other non-monetary encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (f) any Liens
arising as a result of a sale or discount in the ordinary course of business by the Borrower or any Subsidiary of the Borrower of customer leases or other receivables for cash in a amount not less than the fair market value thereof (after taking
into account customary reserves for losses, yield protection, fees and similar matters), provided that such Liens shall cover only the assets sold or the equipment subject to such leases and the proceeds thereof. 
 “Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated
association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof. 
 “Plan” means a Single Employer Plan or a Multiple Employer Plan. 
 “Platform” has the meaning
specified in Section 5.01(i). 
 “Public Debt Rating” means, as of any date, the lowest rating that has been most
recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Borrower. For purposes of the foregoing, (a) if only one of S&P and 

  

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Moody’s shall have in effect a Public Debt Rating, the comparable ratings of Fitch shall be substituted for the ratings of S&P or Moody’s, as
the case may be; (b) if neither S&P nor Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in accordance with Level 5 under the definition of Applicable Margin or
Applicable Percentage, as the case may be; (c) if the ratings established by S&P and Moody’s shall fall within different levels, the Applicable Margin and the Applicable Percentage shall be based upon the higher rating unless the such
ratings differ by two or more levels, in which case the applicable level will be deemed to be one level above the lower of such levels; (d) if any rating established by S&P or Moody’s shall be changed, such change shall be effective as
of the date on which such change is first announced publicly by the rating agency making such change; and (e) if S&P or Moody’s shall change the basis on which ratings are established, each reference to the Public Debt Rating announced
by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be. Anything contained herein to the contrary notwithstanding, for purposes of determining the Applicable Margin or
the Applicable Percentage at any time, (i) if either S&P or Moody’s shall no longer be in the business of issuing public debt ratings, the comparable ratings of Fitch shall be substituted for the ratings of S&P or Moody’s, as
the case may be, and (ii) if neither S&P nor Moody’s shall be in the business of issuing such ratings, the Applicable Margin and the Applicable Percentage will be determined in accordance with clause (b) above. 
 “Public Lender” has the meaning specified in Section 5.01(i). 
 “Ratable Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the
numerator of which is the amount of such Lender’s Commitment at such time (or, if the Commitments shall have been terminated pursuant to Section 2.04 or 6.01, such Lender’s Commitment as in effect immediately prior to such
termination) and the denominator of which is the aggregate amount of all Commitments at such time (or, if the Commitments shall have been terminated pursuant to Section 2.04 or 6.01, the aggregate amount of all Commitments as in effect
immediately prior to such termination). 
 “Rate Set Notice” has the meaning specified in Section 2.02(a). 

“Register” has the meaning specified in Section 8.07(c). 
 “Required Lenders” means, at any time, Lenders owed at least a majority in interest of the Commitments or, after the Commitments have
terminated, a majority in interest of the then aggregate unpaid principal amount of the Advances owing to Lenders (with the aggregate amount of each Lender’s risk participation in Swing Line Advances being deemed “held” by such Lender
for purposes of this definition); provided that the Commitment of, and the portion of the Advances held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 
 “Responsible Officer” means the Chairman, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer of
the Borrower. 
 “Revolving Credit Advance” means an advance by a Lender to the Borrower as part of a Revolving Credit
Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance (each of which shall be a “Type” of Revolving Credit Advance). 
 “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by each of the Lenders. 
 “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. 
 “Significant Subsidiary” means each Subsidiary now existing or hereafter acquired or formed, and each successor thereto, which accounts
for more than 5% of (i) the Consolidated gross revenues of the Borrower and its Subsidiaries, (ii) Consolidated EBITDA, or (iii) the Consolidated assets of the Borrower and its Subsidiaries, in each case, as of the last day of the
most recently completed fiscal quarter of the 

  

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Borrower with respect to which, pursuant to clauses (i) or (ii) of Section 5.01(i), financial statements have been, or are required to have
been, delivered by the Borrower. 
 “Single Employer Plan” means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA Affiliate and no Person other than the Borrower and the ERISA Affiliates or (b) was so maintained and in respect of which the Borrower or
any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated. 
 “Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities,
of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person’s property constitutes an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts
and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 
 “SPC” has the meaning specified in Section 8.07(h). 
 “Specified Officer” means any
Responsible Officer, the Secretary and General Counsel of the Borrower, and any other executive officer identified as such in the Borrower’s annual report on Form 10-K filed pursuant to the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder. 
 “Subsidiary” of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such limited liability
company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of
such Person’s other Subsidiaries. 
 “Swing Line Advance” means an advance made by the Swing Line Lender pursuant to
Section 2.17. 
 “Swing Line Lender” means Bank of America. 
 “Swing Line Borrowing” means a borrowing consisting of a Swing Line Advance. 
 “Swing Line Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate Unused Commitments. The
Swing Line Sublimit is part of, and not in addition to, the aggregate Commitments. 
 “Taxes” has the meaning specified in
Section 2.13. 
 “Termination Date” means the earlier of (a) May 8, 2012 and (b) the date of termination
in whole of the Commitments pursuant to Section 2.04 or 6.01. 
 “Type” shall have the meaning ascribed to such term in
the definition of the term “Advance”. 
  

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 “Unused Commitment” means, with respect to each Lender at any time, (a) such
Lender’s Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Advances made by such Lender (in its capacity as a Lender) and outstanding at such time, plus (ii) such Lender’s
Ratable Share of the aggregate principal amount of all Swing Line Advances then outstanding. 
 “Voting Stock” means capital
stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such
Person, even if the right so to vote has been suspended by the happening of such a contingency. 
 SECTION 1.02. Computation of Time
Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding”. 
 SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein shall be
construed in accordance with GAAP. In the event any “Accounting Change” (as defined below) shall occur and such changes affect the calculation of any financial covenant set forth in Section 5.03 of this Agreement, then the Borrower
and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the financial condition of Borrower and
its Subsidiaries shall be the same after such Accounting Change as if such Accounting Change had not been made, and until such time as such an amendment shall have been executed and delivered by the Borrower and Required Lenders, (A) such
financial covenants, shall be calculated as if such Accounting Change had not been made, and (B) the Borrower shall include with each compliance certificate and the financial statements required to be delivered hereunder, a reconciliation that
shows the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance (without reflecting such Accounting Change). “Accounting Change” means an
accounting pronouncement issued or in effect on or after December 31, 2008 which results in a change in accounting principles required by generally accepted accounting principles and implemented by the Borrower. 
 ARTICLE II 
 AMOUNTS AND TERMS OF THE ADVANCES

 SECTION 2.01. The Revolving Credit Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Revolving Credit Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the Termination Date in an amount not to exceed such Lender’s Unused Commitment. Each Revolving Credit
Borrowing shall be in an aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective
Commitments. Within the limits of each Lender’s Commitment, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09 and reborrow under this Section 2.01. 
 SECTION 2.02. Making the Revolving Credit Advances. (a) Each Revolving Credit Borrowing shall be made on notice, given not later than
1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, or on the Business Day prior to the
date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by facsimile transmission or electronic
mail message. Each such notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed promptly in writing, or facsimile transmission or electronic mail message, in substantially
the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Revolving Credit Borrowing, (ii) Type of Revolving Credit Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of such
Revolving Credit Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. The Agent shall provide to the Borrower a notice specifying the rate and the
Interest Period applicable to such Revolving Credit Borrowing one Business Day following receipt of such 
  

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notice (a “Rate Set Notice”), and the Borrower may deem such Rate Set Notice to be an acknowledgment from the Agent of receipt of such
request for a Borrowing. Each Lender shall, before 2:00 P.M. (New York City time) on the date of such Revolving Credit Borrowing, make available for the account of its Applicable Lending Office to the Agent at the Agent’s Office, in same
day funds, such Lender’s Ratable Share of such Revolving Credit Borrowing. Promptly after the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds
available to the Borrower no later than 4:00 P.M. (New York City time) at the Agent’s Office. 
 (b) Anything in
Section 2.02 (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for any Revolving Credit Borrowing if the aggregate amount of such Revolving Credit Borrowing is less than $5,000,000 or
if the obligation of the Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances may not be outstanding as part of more than ten separate Revolving Credit
Borrowings. 
 (c) Each Notice of Revolving Credit Borrowing shall be irrevocable and binding on the Borrower. In the case of any Revolving
Credit Borrowing that the related Notice of Revolving Credit Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any
failure to fulfill on or before the date specified in such Notice of Revolving Credit Borrowing for such Revolving Credit Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit Borrowing
when such Revolving Credit Advance, as a result of such failure, is not made on such date. 
 (d) Unless the Agent shall have received notice
from a Lender prior to the time of any Revolving Credit Borrowing that such Lender will not make available to the Agent such Lender’s Ratable Share of such Revolving Credit Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Revolving Credit Borrowing in accordance with Section 2.02(a) and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such Ratable Share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Revolving Credit Advances comprising such Revolving
Credit Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Credit Advance as part of such
Revolving Credit Borrowing for purposes of this Agreement. 
 (e) The failure of any Lender to make the Revolving Credit Advance to be made
by it as part of any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Credit Advance on the date of such Revolving Credit Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Revolving Credit Advance to be made by such other Lender on the date of any Revolving Credit Borrowing. 
 SECTION 2.03. Fees. (a) Facility Fee. The Borrower agrees to pay to the Agent for the account of each Lender (other than a Defaulting Lender) a facility fee on the aggregate average daily amount of such Lender’s
Commitment from the date hereof in the case of each Initial Lender and from the effective date specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the
Termination Date at a rate per annum equal to the Applicable Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing June 30, 2009, and on the Termination
Date. 
 (b) Fees of the Agent and the Arrangers. The Borrower shall pay to the Agent and each of the Arrangers for their respective
accounts such fees as may from time to time be agreed between the Borrower and the Agent and the Arrangers. 
  

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 SECTION 2.04. Termination or Reduction of the Commitments. (a) Ratable Reduction. The
Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or permanently reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that each
partial reduction shall be in the aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. 
 (b)
Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment. Such
termination shall be effective with respect to such Defaulting Lender’s Unused Commitment on the date set forth in such notice, provided, however, that such date shall be no earlier than three Business Days after receipt of such
notice. Upon termination of a Lender’s Commitment under this Section 2.04(b), the Borrower will pay all principal of, and interest accrued to the date of such payment on, Revolving Credit Advances owing to such Defaulting Lender and pay
any accrued facility fee payable to such Defaulting Lender pursuant to the provisions of Section 2.03(a), and all other amounts payable to such Defaulting Lender hereunder (including, but not limited to, any increased costs or other amounts
owing under Section 2.10, any indemnification for taxes under Section 2.13, and any compensation payments due as provided in Section 8.04(c)); and upon such payments, the obligations of such Defaulting Lender hereunder shall, by the
provisions hereof, be released and discharged; provided, however, that (i) such Defaulting Lender’s rights under Sections 2.10, 2.13 and 8.04, and its obligations under Section 7.06 shall survive such release and
discharge as to matters occurring prior to such date; and (ii) no claim that the Borrower may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The
aggregate amount of the Commitments of the Lenders once reduced pursuant to this Section 2.04(b) may not be reinstated; provided, further, that if pursuant to this Section 2.04(b), the Borrower shall pay to a Defaulting
Lender any principal of, or interest accrued on, the Revolving Credit Advances owing to such Defaulting Lender, then the Borrower shall either (x) confirm to the Agent that the conditions set forth in Section 3.02(a)(i) and (ii) are
met on and as of such date of payment (and such conditions shall in fact be met on such date as if a Borrowing in the amount required to pay a ratable amount of principal and interest to each other Lender were made on such date) or (y) pay or
cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders. 
 SECTION 2.05.
Repayment. (a) The Borrower shall repay to the Agent for the ratable account of the Lenders on the Termination Date the aggregate principal amount of the Revolving Credit Advances then outstanding. 
 (b) The Borrower shall repay each Swing Line Advance on the earlier to occur of (i) the date ten Business Days after such Swing Line Advance is made
and (ii) the Termination Date. 
 SECTION 2.06. Interest. (a) Scheduled Interest. The Borrower shall pay interest on the
unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: 
 (i) Base Rate Advances. During such periods as such Revolving Credit Advance is a Base Rate Advance and for each Swing Line
Advance, a rate per annum equal at all times to the Base Rate in effect from time to time plus, the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during
such periods and on the date such Base Rate Advance shall be Converted or paid in full. 
 (ii) Eurodollar Rate
Advances. During such periods as such Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Revolving Credit Advance to the sum of (x) the Eurodollar Rate for such
Interest Period for such Revolving Credit Advance plus (y) the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three
months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full. 
 (b) Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the Borrower shall pay
interest on (i) the unpaid principal amount of each Advance owing to each 

  

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Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above, at a rate per annum equal at all times to 2.00% above the
interest rate required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from
the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2.00% above the interest rate required to be paid on
Base Rate Advances pursuant to clause (a)(i) above. 
 SECTION 2.07. Interest Rate Determination. (a) The Agent shall give prompt
notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.06(a)(i) or (ii). 
 (b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Revolving Credit Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall
notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. 
 (c) If the Borrower shall fail to
select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower and the
Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. 
 (d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert
into Base Rate Advances. 
 (e) Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a) or an Event
of Default with respect to the requirements of Section 5.03, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation
of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended. 
 SECTION 2.08. Conversion of Revolving
Credit Advances. The Borrower may on any Business Day, upon notice given to the Agent not later than 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of
Sections 2.07 and 2.11, Convert all Revolving Credit Advances of one Type comprising the same Revolving Credit Borrowing into Revolving Credit Advances of the other Type; provided, however, that any Conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount
specified in Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result in more separate Revolving Credit Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such
Revolving Credit Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower. 
 SECTION 2.09. Optional
Prepayments. (a) The Borrower may, upon same day notice not later than 12:00 noon (New York City time), with respect to Base Rate Advances or at least three Business Days’ notice with respect to Eurodollar Rate Advances to the Agent stating
the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in
whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Revolving Credit Advances shall be in an aggregate
principal amount of 
  

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$5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate Advance, the
Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). 
 (b) The Borrower may, upon
notice to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Advances in whole or in part without premium or penalty; provided that (i) such notice must be received by the
Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if the outstanding amounts of Swing Line Advances are less than
$100,000, the entire remaining balance thereof. 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. 
 SECTION 2.10. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance with any guideline or request issued or made after the date hereof by any central bank or other Governmental
Authority having jurisdiction over a Lender (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances (excluding for purposes of
this Section 2.10 any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (B) changes in the basis of taxation of overall net income or overall gross income by the United
States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within five days after written
demand by such Lender together with a calculation of the amount demanded in reasonable detail (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such
increased cost; provided, however, that the Borrower shall not be liable under this Section 2.10(a) for the payment of any such amounts incurred or accrued more than 90 days prior to the date on which notice of the event or
occurrence giving rise to the obligation to make such payment is given to the Borrower hereunder; provided, further, that if the event or occurrence giving rise to such obligation is retroactive, then the 90-day period referred to
above shall be extended to include the period of retroactive effect thereof; provided further that (1) if the Borrower objects in good faith to any payment demanded under this Section 2.10(a) on or before the date such
payment is due, then the Borrower and the Lender demanding such payment shall enter into discussions to review the amount due and the Borrower’s obligation to pay such amount to such Lender shall be deferred for 30 days after the original
demand for payment and (2) if the Borrower and such Lender do not otherwise reach agreement on the amount due during such 30 day period, the Borrower shall pay to such Lender at the end of such 30 day period the amount certified by such Lender
to be due. Subject to the last proviso in the preceding sentence, a certificate as to such amounts submitted to the Borrower and the Agent by any Lender shall be conclusive and binding for all purposes, absent manifest error. If any Lender shall
request any payment from the Borrower under this Section 2.10(a) in respect of any increased costs, such Lender agrees, upon request by the Borrower, to use reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would avoid or reduce any such increased costs and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

 (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the date
hereof or (ii) the compliance after the date hereof with any guideline or request issued or made after the date hereof by any central bank or other Governmental Authority having jurisdiction over a Lender (whether or not having the force of
law), there shall be any increase in the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder
and other commitments of such type, then, within five days after written demand by such Lender together with a calculation of the amount demanded in reasonable detail (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for
the account of such Lender from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender’s commitment to lend hereunder; provided, however, that the Borrower shall not be liable under this Section 2.10(b) for the payment of any such amounts
incurred or accrued more than 90 days prior to the date on which notice of the event or occurrence giving rise to the obligation to make such payment is given to the Borrower hereunder; provided, further, that if the event or
occurrence giving rise to such obligation 

  

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is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof; provided further that
(1) if the Borrower objects in good faith to any payment demanded under this Section 2.10(b) on or before the date such payment is due, then the Borrower and the Lender demanding such payment shall enter into discussions to review the
amount due and the Borrower’s obligation to pay such amount to such Lender shall be deferred for 30 days after the original demand for payment and (2) if the Borrower and such Lender do not otherwise reach agreement on the amount due
during such 30 day period, the Borrower shall pay to such Lender at the end of such 30 day period the amount certified by such Lender to be due. Subject to the last proviso in the preceding sentence, a certificate as to such amounts submitted to the
Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. 
 SECTION 2.11.
Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation, after the date hereof, makes it unlawful, or
any central bank or other Governmental Authority having jurisdiction over a Lender asserts after the date hereof that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Agent, (a) each Eurodollar Rate Advance will automatically, upon the later of such demand
and the date required by applicable law, Convert into a Base Rate Advance and (b) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no longer exist; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or
to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. 
 SECTION 2.12. Payments and Computations. (a) The Borrower shall make each payment hereunder and under any Notes, irrespective of any right of counterclaim or set-off, not later than 12:00 noon
(New York City time) on the day when due in U.S. dollars to the Agent at the Agent’s Office in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or
facility fees ratably (other than amounts payable pursuant to Section 2.10, 2.13 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to
any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant
to Section 2.16, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date the Agent shall make all payments
hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register
pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. 
 (b) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or under the Note held by
such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. 
 (c) All
computations of interest based on the Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all other computations of interest and fees shall be made by the Agent on the basis of a year of 360 days,
in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error. 
 (d) Whenever any payment hereunder or under any Notes shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in 

  

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such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. 
 (e) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the
Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date
an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together
with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate. 
 SECTION 2.13. Taxes. (a) Except as provided in Section 2.13(f), any and all payments by the Borrower hereunder or under any Notes shall be
made, in accordance with Section 2.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the
case of each Lender and the Agent, taxes imposed on its overall net income, and franchise taxes imposed in lieu thereof, by the jurisdiction under the laws of which such Lender or the Agent is organized or any political subdivision thereof and, in
the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed in lieu thereof, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under any Notes being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under any Note to any Lender or the Agent, (i) except as provided in Section 2.13(f), the sum payable shall be increased as may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.13) such Lender or the Agent 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 pay the full amount deducted to the relevant taxation authority or other Governmental Authority in accordance with applicable law. 
 (b) In addition, the Borrower shall pay when due any present or future stamp or documentary taxes or any other excise, property or similar taxes, charges or similar levies that arise from any payment made hereunder or
under any Notes or any other documents to be delivered hereunder or from the execution, delivery or registration of, performance under or otherwise with respect to, this Agreement or any Notes or any other documents to be delivered hereunder
(hereinafter referred to as “Other Taxes”). 
 (c) The Borrower shall indemnify each Lender and the Agent for and hold it
harmless against the full amount of Taxes or Other Taxes and for the full amount of taxes of any kind imposed or asserted by any jurisdiction on amounts payable under this Section 2.13, imposed on or paid by such Lender or the Agent, as the
case may be, and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. These indemnification payments shall be made within 30 days from the date on which such Lender or the Agent
makes written demand therefor, accompanied by a calculation in reasonable detail of the amount demanded and evidence of the Taxes, Other Taxes or taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.13 imposed
or paid by the Agent or any Lender. 
 (d) Within 30 days after the date of any payment of Taxes, by the Borrower pursuant to this
Section 2.13, the Borrower shall furnish to the Agent, at its address referred to in Section 8.02, evidence reasonably satisfactory to the Agent of such payment. 
 (e) Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender, and on the date of the Assignment and Acceptance or Assumption Agreement pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as reasonably requested
in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide each of the Agent and the Borrower with two original Internal Revenue Service forms W-8BEN or W-8ECI, as appropriate, or any successor or
other form prescribed by the Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States 

  

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withholding tax on payments pursuant to this Agreement or any Notes and (ii) if such Lender is claiming the benefits of the exemption for
“portfolio interest” under Section 881(c) of the Internal Revenue Code, a certificate to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code,
(B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Internal Revenue Code. In addition to the forms described in the immediately preceding sentence, each Lender organized under the laws of a jurisdiction outside the United States shall, upon the request of the Borrower or the Agent in writing,
(i) provide each of the Agent and the Borrower with two further copies of such forms or other appropriate certification of such forms on or before the date that any such form expires or becomes obsolete and after the occurrence of any event
requiring a change in the most recent form delivered to the Borrower, and (ii) obtain such extensions of the time for the filing and renew such forms and certifications thereof as may be reasonably requested by the Borrower or the Agent. If the
form (or forms) provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such form; provided,
however, that, if at the date of the Assignment and Acceptance or Assumption Agreement pursuant to which a Lender assignee becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection (a) of this
Section 2.13 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts
otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. For purposes of this subsection (e), the term “United States” shall have the meaning specified in
Section 7701 of the Internal Revenue Code. 
 (f) For any period with respect to which a Lender has failed to provide the Borrower with
the appropriate form described in Section 2.13(e) or failed to seek an extension of the time for filing such successor form as required in writing to do so by the Agent or the Borrower in accordance with Section 2.13(e) (other than if such
failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided, or if such form otherwise is not required under subsection (e) above), such Lender shall not be entitled to
indemnification under Section 2.13(a) or (c) with respect to Taxes imposed by the United States by reason of such failure; provided, however, that, should a Lender become subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps (at such Lender’s expense) as the Lender shall reasonably request to assist the Lender to recover such Taxes. 
 (g) In the event that an additional payment is made under Section 2.13(a) or (c) for the account of any Lender or Agent, such Lender or Agent,
as applicable, shall determine whether it has received or been granted a Tax Benefit (as defined hereinafter), and if such Lender or Agent, as applicable, in its sole discretion, determines that it has finally and irrevocably received or been
granted a credit against or release or remission for, or repayment of, any tax paid or payable by or for it in respect of or calculated with reference to such payment or the deduction or withholding giving rise to such payment (a “Tax
Benefit”), such Lender or Agent shall, to the extent that it determines that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment pay to the Borrower such amount as such Lender shall,
in its sole discretion, have determined to be attributable to such Tax Benefit and which will leave such Lender (after such payment) in no worse position than it would have been in if the Borrower had not been required to make such payment,
deduction or withholding. Nothing herein contained shall interfere with the right of a Lender to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax credit or to disclose any information relating
to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other credits, reliefs, remissions or repayments to which it may be entitled. 
 (h) If the Borrower is required to pay any amount to any Lender or the Agent pursuant to subsection (a), (b), or (c) of this Section 2.13, then
such Lender or the Agent shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office so as to eliminate (or, if elimination is not reasonably
possible, to minimize) any such additional payment by the Borrower which may thereafter accrue, if such change in the sole judgment of such Lender or the Agent, as the case may be, is not otherwise disadvantageous to such Lender or the Agent.

  

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 (i) Upon reasonable request in writing by the Borrower, each Lender organized under the laws of the
United States (or any political subdivision thereof) shall provide each of the Agent and the Borrower with two original Internal Revenue Service forms W-9 (or any successor form) to the extent applicable with respect to such Lender. 
 (j) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower and each Lender
and Agent contained in this Section 2.13 shall survive the repayment of the Advances and the other obligations hereunder or under any Notes and the termination of the Commitments hereunder. 
 SECTION 2.14. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) on account of the Revolving Credit Advances and participations in Swing Line Advances owing to it (other than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of its ratable share of payments on account of the
Revolving Credit Advances and participations in Swing Line Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Revolving Credit Advances and
subparticipations in the Swing Line Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that: 
 (a) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded
and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s
required repayment 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; and 
 (b) the provisions of this Section 2.14 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance
with the express terms of this Agreement or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Advances or subparticipations in Swing Line Advances to any
assignee or participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply). 
 The
Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to
such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. 
 SECTION 2.15.
Use of Proceeds. The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) solely for working capital and other general corporate purposes of the Borrower and its domestic Subsidiaries,
including but not limited to commercial paper backstop and permitted acquisitions. 
 SECTION 2.16. Increase in the Aggregate
Commitments. (a) The Borrower may, at any time prior to the Termination Date, by notice to the Agent, request that the aggregate amount of the Commitments be increased by an amount of $50,000,000 or more (each a “Commitment
Increase”), effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Agent; provided, however, that
(i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth
in Section 3.02 shall be satisfied, and (iii) on the Commitment Date (as defined below) and after giving effect to the Commitment Increase, the Borrower’s Public Debt Ratings shall be at least BBB- by S&P or Baa3 by Moody’s.

 (b) The Agent shall promptly notify the Lenders of a request by the Borrower for a Commitment Increase, which notice shall include
(i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date, and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their
respective Commitments (the “Commitment Date”). 

  

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Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole
discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the amount of their respective
Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Lenders willing to participate therein in proportion to the amounts offered by such
Lenders or as otherwise agreed among each such Lender, the Borrower and the Agent. 
 (c) Promptly following each Commitment Date, the Agent
shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on
any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the
Lenders as of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. 
 (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with
Section 2.16(b) (an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be increased by the
applicable amount determined in accordance with Section 2.16(b) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date: 
 (i) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and the corresponding
modifications to this Agreement; 
 (ii) an opinion of counsel for the Borrower (which may be in-house counsel), in
substantially the form of Exhibit E hereto; 
 (iii) an assumption agreement from each Assuming Lender, if any, in form and
substance satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Agent and the Borrower; and 
 (iv) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower
and the Agent. 
 On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.16(d), and
subject to the conditions specified in Section 2.16(a), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile transmission or
electronic mail message, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

 SECTION 2.17. Swing Line Advances. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line
Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.17, to make Swing Line Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until the
Termination Date 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 Advances, when aggregated with the Ratable Share of the outstanding principal amount
of Revolving Credit Advances of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that no Swing Line Advance shall exceed the aggregate Unused Commitments, and
provided, further, that the Borrower shall not use the proceeds of any Swing Line Advance to refinance any outstanding Swing Line Advance. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.17, prepay under Section 2.09, and reborrow under this Section 2.17. Each Swing Line Advance shall be a 
  

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Base Rate Advance. Immediately upon the making of a Swing Line Advance, 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 Advance in an amount equal to the product of such Lender’s Ratable Share times the amount of such Swing Line Advance. 
 (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the
Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the 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 $100,000, and (ii) the requested borrowing date, which shall be a Business Day and which may be the same day as the day on which such notice is given. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Agent of a written Notice of Swing Line Borrowing, appropriately completed and signed by an Authorized Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Notice of Swing Line Borrowing, the
Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Notice of Swing Line Borrowing and, if not, the Swing Line Lender will notify the 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 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 Advance as a result of the limitations set forth in the first proviso to the first sentence of Section 2.17(a), or (B) that one or more of the applicable conditions specified in Article III
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 Notice of Swing Line Borrowing, make the amount of its Swing Line Advance available
to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. 
 (c) Refinancing of Swing Line Advances. 
 (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 Advance in an amount equal to such Lender’s Ratable Share of the amount
of Swing Line Advances then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Revolving Credit Borrowing 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 Advances, but subject to the Unused Commitments and the conditions set forth in Section 3.02. The Swing Line Lender shall furnish the Borrower
with a copy of the applicable Notice of Revolving Credit Borrowing promptly after delivering such notice to the Agent. Each Lender shall make an amount equal to its Ratable Share of the amount specified in such Notice of Revolving Credit Borrowing
available to the Agent in immediately available funds for the account of the Swing Line Lender at the Agent’s Office not later than 1:00 p.m. on the day specified in such Notice of Revolving Credit Borrowing, whereupon, subject to
Section 2.17(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Advance to the Borrower in such amount. The Agent shall remit the funds so received to the Swing Line Lender. 
 (ii) If for any reason any Swing Line Advance cannot be refinanced by such a Revolving Credit Borrowing in accordance with
Section 2.17(c)(i), the request for Base Rate Advances 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 Advance and each Lender’s payment to the Agent for the account of the Swing Line Lender pursuant to Section 2.17(c)(i) shall be deemed payment in respect of such participation. 
 (iii) If any Lender fails to make available to the 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 2.17(c) by the time specified in Section 2.17(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the 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 greater of the Federal Funds Rate and a rate determined by
the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any 

  

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administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Advance included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Advance, as the case may
be. A certificate of the Swing Line Lender submitted to any Lender (through the 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 Credit Advances or to purchase and fund risk participations in Swing Line Advances
pursuant to this Section 2.17(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 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 Credit Advances pursuant to this Section 2.17(c) is subject to the conditions set forth in Section 3.02. No such funding of risk participations shall relieve or otherwise
impair the obligation of the Borrower to repay Swing Line Advances, 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 Advance,
if the Swing Line Lender receives any payment on account of such Swing Line Advance, the Swing Line Lender will distribute to such Lender its Ratable Share thereof 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 Advance is required to be
returned by the Swing Line Lender under any circumstances (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Ratable Share thereof on demand of the
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 Agent will make such demand upon the request of the Swing Line Lender. The obligations of the
Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 
 (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 Advances. Until each Lender funds its Base Rate Advance or risk participation pursuant to this Section 2.17
to refinance such Lender’s Ratable Share of any Swing Line Advance, interest in respect of such Ratable 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 Advances
directly to the Swing Line Lender. 
 SECTION 2.18. Replacement of Lenders. If any Lender (a) requests the payment of additional
amounts under Sections 2.10 or 2.13, (b) is unable to make Eurodollar Rate Advances in accordance with Section 2.11, (c) is a Defaulting Lender, or (d) refuses to consent to a proposed amendment, waiver or other modification
which requires the consent of all Lenders and has been approved by Required Lenders (any such Lender, an “Affected Lender”), then Borrower may, at its option replace such Lender with an Eligible Assignee (which may be another Lender
or an Affiliate of a Lender) which executes and delivers to the Affected Lender an Assignment and Acceptance with respect to the Commitments of the Affected Lender, and in such case the Affected Lender shall execute and deliver to such replacement
lender an Assignment and Acceptance and, in consideration of the purchase, at par, without premium or penalty, of the Advances of such Affected Lender and the assumption of its obligations hereunder, assign to the replacement lender its Commitments
and outstanding Advances hereunder. In the event of an assignment under this Section, the processing fee referred to in Section 8.07 hereof shall be paid by the Borrower, provided, that no such fee shall be paid if the assignment is to
an existing Lender. 
  

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 SECTION 2.19. Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder in respect of Advances. The Borrower agrees that upon notice by any Lender to the Borrower (with a copy of such notice to the Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether
for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender a Note payable to the order of such Lender in a principal amount up to the
Commitment of such Lender. In addition, each Lender and the Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Swing Line Advances. 
 (b) The Register maintained by the Agent pursuant to Section 8.07(c) shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each
Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the
amount of any sum received by the Agent from the Borrower hereunder and each Lender’s share thereof. 
 (c) Entries made in good faith
by the Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and
payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the
failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement. 
 SECTION 2.20. Defaulting Lenders. Anything contained herein to the contrary notwithstanding, (a) to the extent permitted by applicable law,
until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, any prepayment of the Revolving Credit Advances shall, if the Borrower so directs at the time of making such prepayment, be applied to the
Revolving Credit Advances of other Lenders as if such Defaulting Lender had no Revolving Credit Advances, outstanding; (b) such Defaulting Lender’s Unused Commitment shall be excluded for purposes of calculating the facility fee payable to
Lenders pursuant to Section 2.03(a) in respect of any day during any Default Period with respect to such Defaulting Lender; and (c) the aggregate amount of the Revolving Credit Advances as at any date of determination shall be calculated
as if such Defaulting Lender had funded all Defaulted Advances of such Defaulting Lender for purposes of determining the aggregate amount of the total Commitments available to be drawn by the Borrower. No Commitment of any Lender shall be increased
or otherwise affected, and, except as otherwise expressly provided in this Section 2.20, performance by the Borrower or any Lender of its obligations hereunder shall not be excused or otherwise modified as a result of any failure by a
Defaulting Lender to fund or the operation of this Section 2.20. The rights and remedies against a Defaulting Lender under this Section 2.20 are in addition to other rights and remedies that the Borrower, the Agent or any other Lender may
have against such Defaulting Lender with respect to any Defaulted Advance. 
 ARTICLE III 
 CONDITIONS TO EFFECTIVENESS AND LENDING 
 SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following
conditions precedent have been satisfied: 
 (a) There shall have occurred no Material Adverse Change since December 31, 2008.

 (b) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending
or threatened before any court, governmental agency or arbitrator that 

  

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(i) would have a Material Adverse Effect or (ii) would be reasonably likely to affect the legality, validity or enforceability of this Agreement or
any Note or the consummation of the transactions contemplated hereby. 
 (c) Nothing shall have come to the attention of the Lenders during
the course of their due diligence investigation to lead them to believe that the Information Memorandum was or has become misleading, incorrect or incomplete in any material respect; without limiting the generality of the foregoing, the Lenders
shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries as they shall have requested. 
 (d) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained
(without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially
adverse conditions upon the transactions contemplated hereby. 
 (e) The Borrower shall have notified the Agent in writing as to the proposed
Effective Date. 
 (f) The Borrower shall have paid all accrued fees and expenses of the Agent, the Arrangers and the Lenders (including the
accrued fees and expenses of counsel to the Agent for which an invoice has been received prior to the Effective Date). 
 (g) On the
Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by an Authorized Officer, dated the Effective Date, stating that: 
 (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and 
 (ii) No event has occurred and is continuing that constitutes a Default. 
 (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and
(except for any Notes) in sufficient copies for each Lender: 
 (i) Duly executed counterparts of this Agreement and, to the
extent requested by any Lender pursuant to Section 2.19(a), Notes payable to the order of each such Lender. 
 (ii)
Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and any Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement
and any Notes. 
 (iii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign this Agreement and any Notes and the other documents to be delivered hereunder. 
 (iv) A favorable opinion of each of (A) the Deputy General Counsel to the Borrower, and (B) Latham & Watkins LLP, special counsel for the Borrower, in substantially the forms of Exhibits D-1
and D-2 hereto, respectively. 
 (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form
and substance satisfactory to the Agent. 
 (vi) Such other information, certificates and documents as the Agent may
reasonably request on behalf of itself or any Lender. 
  

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 (i) All outstanding principal of, and accrued interest on, the indebtedness outstanding
under the Existing Credit Agreement, together with all fees and other amounts payable thereunder, shall have been paid in full or will be paid in full upon disbursement of the initial Advances hereunder. 
 SECTION 3.02. Conditions Precedent to Each Borrowing and Commitment Increase. The obligation of each Lender to make an Advance on the occasion of
each Borrowing and each Commitment Increase pursuant to Section 2.16 shall be subject to the conditions precedent that the Effective Date shall have occurred, and on the date of such Borrowing, or on the applicable Increase Date, as the case
may be, (a) the following statements shall be true (and each of the giving of the applicable Notice of Revolving Credit Borrowing, Notice of Swing Line Borrowing, request for Commitment Increase, and the acceptance by the Borrower of the
proceeds of such Borrowing, or such increase, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing, or on such Increase Date, as the case may be, such statements are true): 

(i) the representations and warranties contained in Section 4.01 (except, in the case of Borrowings, the representations set forth
in the last sentence of subsection (e) thereof and in subsection (f)(i) thereof) are true and correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds
therefrom, or on and as of such Increase Date, as the case may be, as though made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which case as though made on and as of such earlier
date); and 
 (ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the
proceeds therefrom, or from such Commitment Increase, as the case may be, that constitutes a Default; 
 (b) in the case of a Commitment
Increase, the Agent shall have received from the Borrower, in exchange for surrendered Notes, new Notes payable to the order of each Lender with an increased Commitment in the amount of its respective Commitment, but only to the extent such a new
Note is requested by such Lender pursuant to Section 2.19(a) and (c) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request. 
 In addition to the other conditions precedent herein set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, the Swing
Line Lender will not be required to make any Swing Line Advance, unless the Swing Line Lender is satisfied that any exposure that would result therefrom is eliminated or fully covered by the Commitments of the non-Defaulting Lenders or by cash
collateralization or a combination thereof satisfactory to the Swing Line Lender. 
 SECTION 3.03. Determinations Under
Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date
that the Borrower, by notice to the Agent, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date. 
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES

 SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: 
 (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 
  

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 (b) The execution, delivery and performance by the Borrower of this Agreement and any Notes to be
delivered by it and the consummation of the transactions contemplated hereby or thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower’s
charter or by-laws, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award binding on the Borrower or any property of the Borrower or (iii) conflict with or result in a breach of any
contractual restriction binding on or affecting the Borrower, except, in the case of (ii) or (iii) above, to the extent that such contravention could not reasonably be expected to have a Material Adverse Effect. 
 (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for
the due execution, delivery and performance by the Borrower of this Agreement or any Notes to be delivered by it. 
 (d) This Agreement has
been, and any Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and any Notes when delivered hereunder will be, the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally and the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law. 
 (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2008, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the
fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, copies of which have been delivered or made available to the Lenders, fairly present in all material respects the Consolidated financial position of the
Borrower and its Subsidiaries as at such date and the Consolidated results of the operations and cash flows of the Borrower and its Subsidiaries for the period ended on such date. Since December 31, 2008, there has been no Material Adverse
Change. 
 (f) There is no pending or, to the knowledge of any Specified Officer, threatened action, suit, investigation, litigation or
proceeding, including, without limitation, any Environmental Action, against the Borrower or any of its Subsidiaries or affecting the properties of the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that
(i) would have a Material Adverse Effect or (ii) would be reasonably likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. 
 (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System (“Regulation U”)), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock. 
 (h) Neither the Borrower nor any of its Subsidiaries is an “investment company”, or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances,
nor the application of the proceeds or repayment thereof by the Borrower will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. 
 (i) Neither the Information Memorandum, as supplemented by the Borrower to the Lenders (or to the Agent for distribution to the Lenders) in writing prior
to the date hereof, nor any other written factual information, exhibit or report furnished by the Borrower in writing to the Agent or any Lender in connection with the negotiation of this Agreement or pursuant to the terms of this Agreement,
contains, as of the date furnished, any untrue statement of a material fact or omits to state a material fact necessary to make the statements made therein, taken as a whole, not misleading in the light of the circumstances under which the
Information Memorandum or such other information, exhibit or report was delivered. 
  

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 (j) The Borrower and its Subsidiaries taken as a whole are and, after the receipt and application of each
of the Advances in accordance with the terms of this Agreement, will be Solvent. 
 ARTICLE V 
 COVENANTS OF THE BORROWER 
 SECTION 5.01.
Affirmative Covenants 
 So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will: 
 (a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules,
regulations and orders, such compliance to include, without limitation, compliance with Regulation U, ERISA, Environmental Laws and the Patriot Act, if failure to so comply could reasonably be expected to have a Material Adverse Effect. 

(b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent,
(i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the
Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim (A) that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained
or (B) if the failure to pay or discharge any such tax, assessment, charge or claim could not reasonably be expected to have a Material Adverse Effect. 
 (c) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is
usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates. 
 (d) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Significant Subsidiaries to preserve and maintain, (i) its corporate existence and (ii) its rights (charter
and statutory), permits, licenses, approvals, privileges and franchises in each jurisdiction where necessary or where failure to do so could reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower
and its Subsidiaries may consummate any merger, consolidation, liquidation, dissolution or winding up permitted under Section 5.02(b) and provided, further that neither the Borrower nor any of its Subsidiaries shall be required to
preserve any right or franchise if the officers authorized by the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such
Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower or the Lenders. 
 (e) Visitation Rights. At any reasonable time during normal business hours and from time to time, on reasonable prior notice to the Borrower, permit the Agent or any of the Lenders or any agents or representatives thereof, to examine
and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower, and to discuss the affairs, finances and accounts of the Borrower with any of its officers or directors and, in the company of a
Responsible Officer or his designee, with their independent certified public accountants; provided, however, that when a Default exists, the 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. 
 (f) Keeping of
Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct (in all material respects) entries shall be made of all financial 

  

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transactions and the assets and business of the Borrower and each such Subsidiary in accordance with generally accepted accounting principles in effect from
time to time. 
 (g) Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and
preserve, all of its material properties that are useful or necessary in the conduct of its business in good working order and condition, ordinary wear and tear excepted. 
 (h) Transactions with Affiliates. Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and
reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate; provided, however, that this Section 5.01(h) shall not apply to
transactions between or among the Borrower and its Subsidiaries. 
 (i) Reporting Requirements. Furnish to the Lenders: 
 (i) as soon as available and in any event no later than the earlier of (x) five days after the same are required to be filed with the
Securities and Exchange Commission and (y) 45 days after the end of each of the first three quarters of each fiscal year of the Borrower, the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and
Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by
a Responsible Officer as having been prepared in accordance with generally accepted accounting principles, together with a certificate of an Authorized Officer as to compliance with the terms of this Agreement and setting forth, in a form reasonably
satisfactory to the Agent, the calculations necessary to demonstrate compliance with Section 5.03 (a “Compliance Certificate”), provided that in the event of any change in generally accepted accounting principles used in
the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP; 
 (ii) as soon as available and in any event no later than the earlier of (x) five days after the same is required to be filed with the
Securities and Exchange Commission and (y) 90 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, containing the Consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion of KPMG LLP or other independent
public accountants of national standing that the Consolidated financial statements fairly present in all material respects the financial position and results of operations and cash flows of the Borrower and its Subsidiaries in conformity with
generally accepted accounting principles (without qualification as to going concern or scope of audit), together with a Compliance Certificate, provided that in the event of any change in generally accepted accounting principles used in the
preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.03, a statement of reconciliation conforming such financial statements to GAAP; 
 (iii) as soon as possible and in any event within two Business Days after any Responsible Officer obtains knowledge of the occurrence of
any Default continuing on the date of such statement, a statement of a Responsible Officer setting forth details of such Default or other event and the action that the Borrower has taken and proposes to take with respect thereto; 
 (iv) promptly after the sending or filing thereof, copies of all quarterly and annual reports and proxy solicitations that the Borrower
sends to its public securityholders, and copies of all reports on Form 8-K that the Borrower or any Subsidiary files with the Securities and Exchange Commission; 
  

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 (v) promptly after, and in any event within two Business Days after a Specified Officer
obtains knowledge of, the commencement thereof, notice of all actions and proceedings before any court, governmental agency or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(f); and

 (vi) such other information respecting the Borrower or any of its Subsidiaries as any Lender through the Agent may from
time to time reasonably request. 
 Documents required to be delivered pursuant to Section 5.01(i)(i) or (ii) or
Section 5.01(i)(iv) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) 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 8.02; or (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that the Borrower shall deliver paper copies of such
documents to the 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 Agent or such Lender. Notwithstanding anything contained herein, in every instance
the Borrower shall be required to provide paper copies of the compliance certificates required by Section 5.01(i)(i) or (ii) to the Agent. Except for such compliance certificates, the 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 Agent will make available to the
Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the
respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that 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 (x) 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; (y) by marking Borrower Materials “PUBLIC,” the Borrower shall be
deemed to have authorized the Agent 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 Confidential Information, they shall be treated as set forth in Section 8.08); and (z) upon the Agent’s receipt of written confirmation from the
Borrower that Borrower Materials are permitted to be made available to Lenders, (A) any such Borrower Materials marked “PUBLIC” shall be permitted to be made available through a portion of the Platform designated “Public Side
Information;” and (B) any such Borrower Materials that are not marked “PUBLIC” shall be treated by the Agent as being suitable only for posting on a portion of the Platform that is not designated “Public Side
Information.” 
 SECTION 5.02. Negative Covenants 
 So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not: 
 (a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or
assign, or permit any of its Subsidiaries to assign, any right to receive income (except by a Subsidiary in favor of the Borrower or any of its Subsidiaries), other than: 
 (i) Permitted Liens, 
  

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 (ii) purchase money Liens (including capital leases) upon or in any real or personal
property (tangible or intangible) acquired or held by the Borrower or any Subsidiary to secure the purchase price of such property or to secure Debt incurred solely for the purpose of financing the acquisition, construction or improvement of such
property, or Liens existing on such property at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or
replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property being acquired, constructed or improved and the
proceeds thereof and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced and the proceeds thereof, provided, further that the
aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed 100% of the fair market value of property so acquired at the time of acquisition. 
 (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, 
 (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of
the Borrower or becomes a Subsidiary of the Borrower or on assets acquired by the Borrower or any Subsidiary of the Borrower existing at the time that such assets are acquired; provided that such Liens were not created in contemplation of
such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and proceeds thereof,

 (v) possessory rights of customers of the Borrower and its Subsidiaries in Equipment for Resale arising under leases,
bailment arrangements and rental agreements entered into in the ordinary course of business of the Borrower or such Subsidiary, 
 (vi) Liens upon specific items of Inventory and the proceeds thereof securing the obligations of the Borrower or any of its Subsidiaries in respect of bankers’ acceptances issued or created for the account of the Borrower or such
Subsidiary to facilitate the purchase, shipment or storage of such Inventory, 
 (vii) Liens arising in connection with trade
letters of credit issued to secure the purchase of Inventory in the ordinary course of business of the Borrower and its Subsidiaries, provided that such Liens shall cover only the documents in respect of which such letters of credit were
issued, the goods covered thereby and the insurance proceeds of such goods, 
 (viii) Liens arising out of judgments or awards
(other than any judgment described in Section 6.01(f) or (g) hereof and constituting an Event of Default thereunder) in respect of which, within 30 days after the imposition thereof, the Borrower or any of its Subsidiaries shall in good
faith be prosecuting an appeal or proceedings for review and shall have secured a subsisting stay of execution pending such appeal or proceedings for review, provided it shall have set aside on its books adequate reserves, in accordance with GAAP,
with respect to such judgment or award, 
 (ix) security and other deposits made by the Borrower or any Subsidiary of the
Borrower under the terms of any lease or sublease of property entered into by the Borrower or any such Subsidiary in the ordinary course of business, 
 (x) voluntary Liens in favor of the PBGC arising in connection with any insufficiency resulting from the actions of, and with respect to any Plan of the Borrower or any ERISA Affiliate, securing obligations not
exceeding $75,000,000, 
  

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 (xi) other Liens securing Debt in an aggregate principal amount not to exceed $75,000,000
at any time outstanding, 
 (xii) sales or discounts in the ordinary course of business by the Borrower or any Subsidiary of
the Borrower of customer leases or other receivables for cash in an amount not less than the fair market value thereof (after taking into account customary reserves for losses, yield protection, fees and similar matters), and 
 (xiii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property
theretofore subject thereto or the replacement, extension or renewal (without increase in the amount by more than the sum of accrued and unpaid interest and normal and customary prepayment penalties or premiums, costs, fees and expenses payable in
connection therewith or change in any direct or contingent obligor) of the Debt secured thereby. 
 (b) Mergers, Etc. Merge or
consolidate with or into, or convey, transfer, lease or otherwise 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, any Person, or permit any
of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or
dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, and (iv) any Subsidiary of the Borrower may merge into or dispose of its assets to any other Person
so long as such merger or disposition does not involve all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole; provided, in each case, that no Default shall have occurred and be continuing at the time of
such proposed transaction or would result therefrom. Any voluntary liquidation, dissolution or winding up of any Subsidiary of the Borrower shall be deemed to be a merger for purposes of this subsection. 
 (c) Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any significant change in accounting policies or
reporting practices, except as required or permitted by generally accepted accounting principles or any applicable law, rule or regulation, except that any Subsidiary may change its fiscal year to that of the Borrower. 
 (d) Change in Nature of Business. Permit the material business activities, taken as a whole, of the Borrower and its Subsidiaries to be altered in
any substantial and material way. 
 (e) Speculative Transactions. Engage, or permit any of its Subsidiaries to engage, in any
transaction involving commodity options or futures contracts or any similar speculative transactions except (i) to hedge the exposure of the Borrower or its Subsidiaries to the underlying commodity, interest rate, foreign currency or
(ii) with respect to any transaction or agreement pursuant to which the Borrower is entitled to effect settlement of its obligations thereunder by delivery of shares of its common stock. 
 (f) Subsidiary Debt. Permit its Subsidiaries to incur Debt to a Person other than the Borrower or any of its Subsidiaries in excess of $250,000,000, in
the aggregate, at any time outstanding. 
 SECTION 5.03. Financial Covenants. So long as any Advance shall remain unpaid or any Lender
shall have any Commitment hereunder, the Borrower will: 
 (a) Leverage Ratio. Maintain, at the end of each fiscal quarter of the
Borrower, a ratio of Consolidated Funded Debt as of such date to Consolidated EBITDA for the four fiscal quarters ending on such date of not greater than 3.25:1.00. 
 (b) Interest Coverage Ratio. Maintain, at the end of each fiscal quarter of the Borrower, a ratio of Consolidated EBITDA to Interest Expense of not less than 3.5:1.0 for the four fiscal quarters ending on such
date. 
  

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 ARTICLE VI 
 EVENTS OF DEFAULT 
 SECTION 6.01. Events of Default. If any of the following events (“Events
of Default”) shall occur and be continuing: 
 (a) The Borrower shall fail to pay any principal of any Advance when the same becomes
due and payable; or the Borrower shall fail to pay any interest on any Advance or make any other payment of fees or other amounts payable under this Agreement or any Note within three Business Days after the same becomes due and payable; or

 (b) Any representation or warranty made or deemed made by the Borrower herein or by the Borrower (or any of its officers) in connection
with this Agreement shall prove to have been incorrect in any material respect when made or deemed made; or 
 (c) (i) The Borrower shall
fail to perform or observe any term, covenant or agreement contained in Section 5.01(d), (e) or (i)(iii), 5.02 or 5.03, (ii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in
Section 5.01(i) (other than clause (iii) thereof) if such failure shall remain unremedied for three Business Days after the earlier of (A) knowledge thereof by any Specified Officer and (B) the date on which written notice
thereof shall have been given to the Borrower by the Agent or any Lender; or (iii) the Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such
failure shall remain unremedied for 30 days after the earlier of (A) knowledge thereof by any Specified Officer and (B) the date on which written notice thereof shall have been given to the Borrower by the Agent or any Lender; or

 (d) The Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a
principal or notional amount of at least $75,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under
any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, and as a result thereof the maturity of such Debt is accelerated; or any such Debt shall
be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required
to be made, in each case prior to the stated maturity thereof (except for (x) any secured debt that becomes due by reason of the sale or other disposition of the asset securing such debt provided such debt is repaid at the time of such sale or
disposition and (y) any debt of a Subsidiary that becomes due by reason of the sale or other disposition of such Subsidiary provided such debt is repaid at the time of such sale or disposition); or 
 (e) The Borrower or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors (except for any
such liquidation or winding up of any Significant Subsidiary of the Borrower permitted under this Agreement), or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for
any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such
proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or
any of its 

  

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Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or 
 (f) Judgments or orders for the payment of money in excess of $75,000,000 in the aggregate shall be rendered against the Borrower or any of its
Significant Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Event of Default under this Section 6.01(f) to the extent that and for so
long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be rated at least “A” by
A.M. Best Company, has been notified of, and has not declined the claim made for payment of, the amount of such judgment or order; or 
 (g)
Any non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that is reasonably likely to have a Material Adverse Effect, and there shall be any period of 10 consecutive Business Days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or 
 (h) (i) Any Person or
two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of
the Borrower (or other securities convertible into such Voting Stock) representing 40% or more of the combined voting power of all Voting Stock of the Borrower; or (ii) during any period of up to 12 consecutive months, commencing after the date
of this Agreement, individuals who at the beginning of such 12-month period were directors of the Borrower shall cease for any reason to constitute a majority of the board of directors of the Borrower; or (iii) any Person or two or more Persons
acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling
influence over the management or policies of the Borrower; or 
 (i) The Borrower or any of its ERISA Affiliates shall incur, or, in the
reasonable opinion of the Required Lenders, shall be reasonably likely to incur liability in excess of $75,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or
complete withdrawal of the Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or 
 (j) The Borrower asserts, or a final non-appealable determination is rendered by a court of competent jurisdiction to the effect, that this Agreement or any Note is invalid or unenforceable. 
 then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation
of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Advances, all interest
thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code,
(A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or
any notice of any kind, all of which are hereby expressly waived by the Borrower. 
  

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 ARTICLE VII 
 THE AGENT 
 SECTION 7.01. Authorization and Action. Each Lender hereby irrevocably appoints Bank of
America to act on its behalf as the Agent hereunder and authorizes the Agent to take such actions on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such
powers and discretion as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

 SECTION 7.02. Exculpatory Provisions. The Agent shall not have any duties or obligations except those expressly set forth herein.
Without limiting the generality of the foregoing, the 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 action, refrain from taking any action or
exercise any discretionary powers (including, without limitation, enforcement or collection of the Notes), but shall be required to act or refrain from acting upon the instructions of the Required Lenders (or such other number or percentage of the
Lenders as shall be expressly provided for herein) and such instructions shall be binding upon all Lenders and all holders of Notes. The Agent shall be fully protected in acting or refraining from acting as instructed by the Required Lenders (or
suchother number or percentage of Lenders) and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to this Agreement or applicable law; and 
 (c) shall not, except as expressly set forth herein, 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 Agent or any of its Affiliates in any capacity. 
 The 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 of the Lenders as shall be necessary, or as
the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 6.01 and 8.01) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct. The Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is given to the Agent by the Borrower or a Lender. 
 The 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, (ii) the contents of any certificate, report or other document delivered
hereunder or in connection herewith, (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 or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to the Agent. 
 SECTION 7.03. Agent’s Reliance, Etc. The 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 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 an Advance, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless
the Agent shall have received notice to the contrary from such Lender prior to the making of such Advance. The Agent may consult with legal counsel (who 
  

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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. 
 SECTION 7.04. Bank of America and Affiliates. With
respect to its Commitment, the Advances made by it and any Note issued to it, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated, include Bank of America in its individual capacity. Bank of America and its Affiliates may accept deposits from, lend money to, act as trustee under indentures
of, accept investment banking engagements from and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if Bank
of America were not the Agent and without any duty to account therefor to the Lenders. The Agent shall have no duty to disclose any information obtained or received by it or any of its Affiliates relating to the Borrower or any of its Subsidiaries
to the extent such information was obtained or received in any capacity other than as Agent. 
 SECTION 7.05. Lender Credit Decision.
Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. 
 SECTION 7.06.
Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to their respective Ratable Shares, from and against any and all liabilities, obligations, claims, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or
omitted by the Agent under this Agreement (collectively, the “Indemnified Costs”), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Agent’s bad faith, gross negligence
or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent
that the Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.06 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party. 
 SECTION 7.07. Successor Agent. The Agent may at any time give
notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld), to appoint a successor, which
shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that no Borrower consent shall be required if a Default or Event of Default shall have occurred and be
continuing. 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 Agent gives notice of its resignation, then the retiring Agent may on behalf of the
Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the 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 (1) the retiring Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or
through the Agent shall instead be made by or to each Lender, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder (if not already
discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring
Agent’s resignation hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such 
  

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retiring 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
Agent was acting as Agent. 
 Any resignation by Bank of America as Agent pursuant to this Section shall also constitute its resignation as
Swing Line Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender and
(b) the retiring Swing Line Lender shall be discharged from all of its duties and obligations hereunder. 
 SECTION 7.08. No Other
Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, syndication agent or documentation agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement, except in its
capacity, as applicable, as the Agent or a Lender hereunder. 
 ARTICLE VIII 
 MISCELLANEOUS 
 SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or any Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following:
(a) waive any of the conditions specified in Section 3.01, (b) except as otherwise provided herein, increase the Commitments of the Lenders or any Lender’s percentage thereof, (c) reduce the principal of, or interest on, the
Advances or any fees or other amounts payable hereunder, (d) except as otherwise provided herein, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder,
(e) except as otherwise provided herein, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, that shall be required for the Lenders or any of them to take any action
hereunder or (f) amend this Section 8.01; and provided, further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the
rights or duties of the Agent under this Agreement or any Note. 
 SECTION 8.02. Notices, Electronic Communication, Etc. (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 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 Agent or the Swing Line Lender, to the
address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 8.02; and 
 (ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire. 
 Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications 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 and other communications
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 hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant
to 

  

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procedures approved by the Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender
has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. The 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 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 Agent or any of its Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of the Agent and of the Agent’s Affiliates (collectively, the “Agent Parties”) have any liability to the
Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Agent’s transmission of Borrower Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful
misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages). 
 (d) Change of Address, Etc. Each of the Borrower, the Agent 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 for notices and other communications
hereunder by notice to the Borrower, the Agent and the Swing Line Lender. In addition, each Lender agrees to notify the Agent from time to time to ensure that the 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. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of
such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public
Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the
Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. 
 (e) Reliance by Agent and Lenders. The Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic
Notices of Revolving Credit Borrowing and Notices of Swing Lien Borrowing) 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 Agent, each Lender and the their respective Affiliates and the
partners, directors, officers, employees, agents, trustees and advisors of such Persons and of such Person’s Affiliates 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 

  

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telephonic notices to and other telephonic communications with the Agent may be recorded by the Agent, and each of the parties hereto hereby consents to such
recording. 
 SECTION 8.03. No Waiver; Remedies. No failure on the part of any Lender or the Agent to exercise, and no delay in
exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law. 
 Notwithstanding anything to the contrary contained herein, the
authority to enforce rights and remedies hereunder and under any Notes against the Borrower shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by,
the Agent in accordance with Section 6.01 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Agent from exercising on its own behalf the rights and remedies that inure to its
benefit (solely in its capacity as Agent) hereunder, (b) the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swing Line Lender) hereunder, (c) any Lender from exercising setoff
rights in accordance with Section 8.05 (subject to the terms of Section 2.14), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the
Borrower under any debtor relief law; and provided, further, that if at any time there is no Person acting as Agent hereunder, then (i) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to
Section 6.01 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders. 
 SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to
pay on demand all reasonable out-of-pocket costs and expenses of the Agent and the Arrangers in connection with the preparation, execution and delivery of, and in connection with advising the Agent of its rights and obligations under, this
Agreement, any Notes and the other documents to be delivered hereunder, including, without limitation, (i) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal,
consultant, and audit expenses and (ii) the reasonable and documented fees and expenses of one counsel for the Agent (but excluding internal counsel). The Borrower further agrees to pay on demand all reasonable out-pocket costs and expenses of
the Agent and the Lenders, if any (including, without limitation, reasonable and documented fees and expenses of one counsel acting on the collective behalf of the Agent and the Lenders, necessary local counsel and additional counsel in the case of
any conflict of interest), in connection with (x) the enforcement (whether through negotiations, legal proceedings or otherwise) and (y) the administration, modification, amendment of this Agreement, any Notes and the other documents to be
delivered hereunder. 
 (b) The Borrower agrees to indemnify and hold harmless the Agent, each Arranger and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all liabilities, obligations, claims, damages, losses, penalties, actions, judgments, suits, costs,
disbursements and expenses (including, without limitation, reasonable and documented fees and expenses of one counsel for all Indemnified Parties, necessary local counsel, and additional counsel in the case of any conflict of interest) incurred by
or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in
connection therewith) (i) any Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of
the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries, except to the extent such liability, obligation, claim, damage, loss, penalty, action, judgment, suit, cost,
disbursement or expense (i) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or willful misconduct, (ii) results from a
material breach by such Indemnified Party of this Agreement or (iii) results from a dispute solely among the Indemnified Parties (other than any claim brought against the Agent by any Lender or its Affiliate), in each case regardless of whether
the event giving rise to such liability shall have occurred prior to, on or after the date hereof. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party
thereto and 

  

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whether or not the transactions contemplated hereby are consummated. Notwithstanding any other provisions to the contrary herein, no obligation to indemnify
and hold harmless any Indemnified Party under this Section arises from a failure by such Indemnified Party to comply with any laws, regulations, rules or orders that may apply to its business, or a failure by such Indemnified Party to possess the
capacity to participate in the transactions contemplated by this Agreement or to take all actions necessary to authorize its participation in such transactions. The Borrower also agrees not to assert any claim for special, indirect, consequential or
punitive damages against the Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability arising out of or otherwise relating to any Notes, this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. 
 (c) If any payment of principal
of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07(d)
or (e), 2.09 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, the Borrower shall, within seven days following demand by such Lender accompanied by a calculation in reasonable detail of the
amount demanded (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such
payment or Conversion, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such
Advance. 
 (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in Sections 2.10, 2.13 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under any Notes. 
 SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the acceleration of
the Advances pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to
notify the Borrower after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in
addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have. 
 SECTION 8.06. Binding Effect. This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have
been executed by the Borrower and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each
Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders. 
 SECTION 8.07. Assignments and Participations. (a) Each Lender may assign to one or more Persons all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances and participations in Swing Line Advances owing to it and any Note or Notes held by it); provided, however, that (i) each such assignment
shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a
Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and
deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to 
  

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such assignment and a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its
rights under Sections 2.10, 2.13 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (other than its obligations under Section 7.06 to
the extent any claim thereunder relates to an event arising prior to such assignment) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto). 
 (b) By executing and delivering an Assignment and Acceptance, the Lender assignor
thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements
referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Agent, such assigning Lender 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 this Agreement;
(v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender. 
 (c) The Agent shall maintain at its address referred to in Section 8.02 a
copy of each Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to,
each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. 
 (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment that may have been delivered to the assigning Lender, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto,
(i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Thereafter, any Note requested by the assignee Lender pursuant to
Section 2.19(a) shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto. 
 (e) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) approved by the Borrower (unless an Event of Default has occurred and is continuing at
the time any participation is effected), such approval not to be unreasonably withheld or delayed (it being understood that any objection by the Borrower to any Person reasonably considered by the Borrower to be a competitor, or an Affiliate of a
competitor, of the Borrower shall be deemed to be not unreasonable); in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and any
Note or Notes held by it); provided, however, that (i) such Lender’s obligations under 

  

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this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver
of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation. 
 (f) Any Lender may, in connection with any assignment or participation or proposed assignment or
participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, in each case, that is an Eligible Assignee or has otherwise been approved by the Borrower, or an SPC, any information
relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant or SPC shall agree to preserve the confidentiality
of any Confidential Information relating to the Borrower received by it from such Lender in accordance with Section 8.08. 
 (g)
Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note
held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. 
 (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle sponsored, administered or managed by the Granting Lender (a
“SPC”), identified as such in writing from time to time by the Granting Lender to the Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be
obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance, (ii) no SPC shall, solely by reason of any such grant or any Advance made by such
SPC thereunder, be deemed to be a Lender hereunder, and (iii) the Granting Lender shall not be relieved of any of its obligations under this Agreement by reason of any such grant and, if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the
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 indebtedness 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 proceedings under the laws of
the United States or any State thereof with respect to any claim arising out of, or relating to, this Agreement or any Note or the performance or non-performance of any obligation thereunder. In addition, notwithstanding anything to the contrary
contained in this Section 8.07(h), any SPC may (A) with notice to, but without (except as provided below) the prior written consent of, the Borrower and the Agent and without paying any processing fee therefor, assign all or a portion of
its interests in any Advances to the Granting Lender or, with the consent of the Borrower and the Agent, to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance
of Advances and (B) disclose on a confidential basis (subject to the same terms as set forth in Section 8.08 with respect to the disclosure of any Confidential Information to assignees and participants) any non-public information relating
to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. For the avoidance of doubt, notwithstanding anything in this Section 8.07(h) to the contrary, no
SPC nor any institution providing liquidity and/or credit support to, or for the account of, such SPC shall be entitled to the benefits of a Lender under this Agreement, including, but not limited to, the benefits under Sections 2.10 or 2.13 or any
indemnification provisions, and the Granting Lender shall for all purposes, including any consent, approval or waiver hereunder, continue to be the Lender entitled to all the rights and benefits of a Lender under this Agreement, and bound by the
obligations of a Lender hereunder, provided that in 

  

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any case any such SPC (or any assignee thereof) shall be entitled to receive payments due in respect of any Advance made by such SPC hereunder. The Granting
Lender hereby agrees to indemnify and hold harmless the Borrower from any additional cost or expense incurred by the Borrower in connection with the transactions contemplated by this Section 8.07(h) with respect to any grant made by such
Granting Lender to any SPC. This section may not be amended without the written consent of the SPC. 
 (i) Notwithstanding anything to the
contrary contained herein, if at any time Bank of America assigns all of its Commitment and Revolving Credit Advances pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower, resign as Swing Line Lender.
In the event of any such resignation as Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor 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 Swing Line Lender. 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 Advances made
by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Advances or fund risk participations in outstanding Swing Line Advances pursuant to Section 2.17(c). Upon
the appointment of a successor Swing Line Lender, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swing Line Lender. 
 SECTION 8.08. Confidentiality. Neither the Agent nor any Lender shall disclose any Confidential Information to any other Person without the
consent of the Borrower, other than (a) to the Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors and, as contemplated by Section 8.07(f), to actual or prospective assignees and
participants and SPCs, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process; provided that unless specifically prohibited by applicable law or court order each Lender and the Agent shall use
reasonable efforts to endeavor to notify the Borrower of any request of any Governmental Authority (other than any such request in connection with an examination of the financial condition or operation of such Lender or the Agent) for disclosure of
any confidential information prior to disclosure thereof and (c) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking. Before the Agent or any Lender discloses any Confidential Information
to any actual or prospective assignees and participants or SPCs, the Agent or Lender wishing to disclose the Confidential Information shall obtain the written agreement of the proposed recipient to keep the information confidential. Each such
written agreement shall state that it is for the benefit of and may be enforced by Borrower and a copy of the written agreement signed by the proposed recipient shall be sent to Borrower. 
 SECTION 8.09. Governing Law. This Agreement and any Notes shall be governed by, and construed in accordance with, the laws of the State of
New York. 
 SECTION 8.10. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page
to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 
 SECTION
8.11. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of
America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any Notes, or for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any Notes in the courts of any jurisdiction. 
 (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any Notes in any New York State or federal court. Each 

  

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of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court. 
 SECTION 8.12. Patriot Act Notice. Each Lender and the Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower
and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower shall provide, to the extent commercially reasonable, such information and take such actions as
are reasonably requested by the Agent or any Lenders in order to assist the Agent and the Lenders in maintaining compliance with the Patriot Act. 
 SECTION 8.13. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof), the Borrower
acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Agent and the Arrangers, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one
hand, and the Agent and the Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions contemplated hereby; (ii) (A) the Agent and each Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Agent nor any Arranger has any obligation to the Borrower or any
of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (iii) the Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent
permitted by law, the Borrower hereby waives and releases any claims that it may have against the Agent and any Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction
contemplated hereby. 
  

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 SECTION 8.14. Waiver of Jury Trial. Each of the Borrower, the Agent and the Lenders hereby
irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or any Notes or the actions of the Agent or any Lender in the
negotiation, administration, performance or enforcement thereof. 
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date first above written. 
  

			
	BECKMAN COULTER, INC., as Borrower
		
	By	 	 
		 	Name:
		 	Title:
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By	 	 
		 	Name:
		 	Title:


 Initial Lenders 
 Commitment 
  

									
	$45,000,000	 		 	BANK OF AMERICA, N.A., as Lender and Swing Line Lender
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
			
	$45,000,000	 		 	JPMORGAN CHASE BANK, N.A.
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
			
	$45,000,000	 		 	CITIBANK, N.A.
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:

  

 46 









									
	$35,000,000	 		 	UNION BANK OF CALIFORNIA, N.A.
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
			
	$35,000,000	 		 	MORGAN STANLEY BANK, N.A.
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
			
	$25,000,000	 		 	THE BANK OF NEW YORK MELLON
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
			
	$25,000,000	 		 	THE BANK OF NOVA SCOTIA
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
			
	$25,000,000	 		 	STANDARD CHARTERED BANK
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
			
	$25,000,000	 		 	GOLDMAN SACHS BANK USA
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
			
	$25,000,000	 		 	WELLS FARGO BANK, N.A.
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:
			
	$20,000,000	 		 	THE NORTHERN TRUST COMPANY
					
		 		 		 	By	 	 
		 		 		 		 	Name:
		 		 		 		 	Title:


					
	$350,000,000.00	 	Total of the Commitments	 	

  

 47