Exhibit 10.1


 


EXECUTION VERSION


 


 


FIFTH AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of

October 25, 2019


 


among


 


UNITED STATES STEEL CORPORATION


 


THE LENDERS PARTY HERETO


 


THE LC ISSUING BANKS PARTY HERETO and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent


_____________________________________________________


 


JPMORGAN CHASE BANK, N.A.,


BANK OF AMERICA, N.A.,


WELLS FARGO BANK, NATIONAL
ASSOCIATION,


and


BARCLAYS BANK PLC,


as Joint Lead Arrangers
and Joint Bookrunners


 


BANK OF AMERICA, N.A.,


WELLS FARGO BANK, NATIONAL
ASSOCIATION,


and


BARCLAYS BANK PLC,


as Co-Syndication
Agents


 


BMO HARRIS BANK N.A.,
CITIBANK, N.A., FIFTH THIRD BANK, GOLDMAN SACHS BANK USA, PNC BANK, NATIONAL ASSOCIATION, SUNTRUST BANK, CITIZENS BANK, N.A.,
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, ING CAPITAL LLC and MORGAN STANLEY BANK, N.A.,


 


as Co-Documentation Agents


 




 






     


     


    

 


TABLE OF CONTENTS


 




	 	Page






 


ARTICLE
1


Definitions




 


	Section
    1.01.  Defined Terms	1
	Section 1.02.  Types of Borrowing	51
	Section 1.03.  Terms Generally	51
	Section 1.04.  Accounting Terms; Changes in GAAP	52
	Section 1.05.  Interest Rates	52



 


ARTICLE
2


The Credits




 


	Section
    2.01 .  Commitments to Lend	54
	Section 2.02.  Notice of Committed Borrowing	55
	Section 2.03.  [Reserved]	55
	Section 2.04.  Notice to Lenders; Funding of Loans	55
	Section 2.05.  Maturity of Loans	56
	Section 2.06.  Interest Rates	56
	Section 2.07.  Method of Electing Interest Rates	58
	Section 2.08.  Fees	60
	Section 2.09.  Optional Termination or Reduction of Commitments	61
	Section 2.10.  Scheduled Termination of Commitments	61
	Section 2.11.  Optional and Mandatory Prepayments	61
	Section 2.12.  [Reserved]	62
	Section 2.13.  Computation of Interest and Fees	62
	Section 2.14.  [Reserved]	62
	Section 2.15.  Increased Commitments; Additional Lenders	62
	Section 2.16.  Letters of Credit	65
	Section 2.17.  Evidence of Debt	70
	Section 2.18.  Change in Control	71
	Section 2.19.  Alternate Rate of Interest	72
	Section 2.20.  Increased Costs	73
	Section 2.21.  Break Funding Payments	75
	Section 2.22.  Taxes	75
	Section 2.23.  Payments Generally; Pro Rata Treatment; Sharing of Set-Offs	81
	Section 2.24.  Lender’s Obligation to Mitigate; Replacement of Lenders	83
	Section 2.25.  Defaulting Lenders	84



 






    i


     


    

 


ARTICLE
3


Representations
and Warranties




 


	Section
    3.01.  Organization; Powers	86
	Section 3.02.  Authorization; Enforceability	87
	Section 3.03.  Governmental Approvals; No Conflicts	87
	Section 3.04.  Financial Statements; No Material Adverse Change	87
	Section 3.05.  Litigation and Environmental Matters	88
	Section 3.06.  Taxes	88
	Section 3.07.  Investment Company Status; Margin Regulations	88
	Section 3.08.  ERISA	89
	Section 3.09.  Disclosure	89
	Section 3.10.  Security Documents; Subsidiary Guarantees	89
	Section 3.11.  Processing of Receivables	89
	Section 3.12.  Solvency	89
	Section 3.13.  Collateral and Guarantee Requirement	90
	Section 3.14.  Anti-Corruption Laws and Sanctions	90
	Section 3.15.  Permitted Supply Chain Financings	90
	Section 3.16.  [Reserved]	90
	Section 3.17.  EEA Financial Institutions	90



 


ARTICLE
4


Conditions




 


	Section
    4.01.  Effective Date	91
	Section 4.02.  Conditions to Initial Utilization and Each Subsequent Utilization	92



 


ARTICLE
5


Affirmative
Covenants




 


	Section
    5.01.  Financial Statements and Other Information	94
	Section 5.02.  Information Regarding Collateral	98
	Section 5.03.  Existence; Conduct of Business	100
	Section 5.04.  Maintenance of Properties	100
	Section 5.05.  Insurance	100
	Section 5.06.  Casualty and Condemnation	101
	Section 5.07.  Proper Records; Rights to Inspect and Appraise	102
	Section 5.08.  Compliance with Laws	103
	Section 5.09.  Use of Proceeds and Letters of Credit	103
	Section 5.10.  Further Assurances	104



 






    ii


     


    

 


ARTICLE
6


Negative
Covenants




 


	Section
    6.01.  Liens	105



	Section
    6.02.  Fundamental Changes	107
	Section 6.03.  Financial Covenant	107
	Section 6.04.  Sale of Receivables	107



 


ARTICLE
7


Events
of Default




 


ARTICLE
8


The Agents




 


	Section
    8.01.  Appointment and Authorization	111
	Section 8.02.  Administrative Agent and Affiliates	111
	Section 8.03.  Action by Administrative Agent	112
	Section 8.04.  Consultation with Experts	113
	Section 8.05.  Liability of Agents	114
	Section 8.06.  Credit Decision	114
	Section 8.07.  Successor Administrative Agent	114
	Section 8.08.  Agents’ Fees	115
	Section 8.09.  Sub-Agents and Related Parties	115
	Section 8.10.  Other Agents	115
	Section 8.11.  Collateral and Guarantee Matters	115
	Section 8.12.  Secured Parties	116
	Section 8.13.  Certain ERISA Matters	116



 


ARTICLE
9


Miscellaneous




 


	Section
    9.01.  Notices	118
	Section 9.02.  Waivers; Amendments	120
	Section 9.03.  Expenses; Indemnity; Damage Waiver	122
	Section 9.04.  Successors and Assigns	125
	Section 9.05.  Designated Lenders	129
	Section 9.06.  Survival	130
	Section 9.07.  Counterparts; Integration	130
	Section 9.08.  Severability	130
	Section 9.09.  Right of Set-off	131
	Section 9.10.  Governing Law; Jurisdiction; Consent to Service of Process	131
	Section 9.11.  WAIVER OF JURY TRIAL	132
	Section 9.12.  Headings	132
	Section 9.13.  Confidentiality	132
	Section 9.14.  USA PATRIOT Act Notice	133
	Section 9.15.  No Fiduciary Duty	133
	Section 9.16.  Acknowledgement and Consent to Bail-In of EEA Financial Institutions	134


 






    iii


     


    

 


SCHEDULES:


COMMITMENT SCHEDULE


LC COMMITMENT SCHEDULE


PRICING SCHEDULE


 


	Schedule 1.01(a)	Subsidiary Guarantors
	Schedule 1.01(b)	Qualified Parents
	Schedule 2.16	Existing Letters of Credit
	Schedule 5.01	Additional Monthly Financial Information
	Schedule 6.01	Existing Liens




  


EXHIBITS:


 


	Exhibit A-1	-	Form of Assignment
	Exhibit A-2	-	Form of Letter of Credit Assignment
	Exhibit B	-	[Reserved]
	Exhibit C-1	-	Form of Borrower Security Agreement
	Exhibit C-2	-	Form of Subsidiary Security Agreement
	Exhibit D	-	Form of Borrowing Base Certificate
	Exhibit E	-	Form of Subsidiary Guarantee Agreement
	Exhibit F-1	-	Form of Collateral Access Agreement (Processor/Warehouse)
	Exhibit F-2	-	Form of Collateral Access Agreement (Landlord)
	Exhibit G	-	Certain Definitions from Regulation S-X (as in effect on the date of this Agreement)
	Exhibit H	-	Form of Designation Agreement
	Exhibit I-1	-	Form of U.S. Tax Compliance Certificate (Foreign Lenders/Non-Partnerships)
	Exhibit I-2	-	Form of U.S. Tax Compliance Certificate (Foreign Participants/Non-Partnerships)
	Exhibit I-3	 -	Form of U.S. Tax Compliance Certificate (Foreign Participants/Partnerships)
	Exhibit I-4 	-	Form of U.S. Tax Compliance Certificate (Foreign Lenders/Partnerships)




  



    iv


     


    

 


FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of October 25, 2019 among UNITED STATES STEEL CORPORATION, the LENDERS party hereto, the LC ISSUING BANKS party hereto,
and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.


 


WHEREAS, the Borrower (as defined in Section
1.01), the lenders party thereto (the “Existing Lenders”), the letter of credit issuing banks party thereto
and JPMorgan Chase Bank, N.A., as administrative agent, are parties to the Fourth Amended and Restated Credit Agreement dated
as of February 26, 2018 (as amended or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);
and


 


WHEREAS, the parties hereto desire to amend
and restate the Existing Credit Agreement as provided in this Agreement (as defined in Section 1.01), subject to the terms and
conditions set forth in Section 4.01 hereof;


 


NOW, THEREFORE, the Existing Credit Agreement
is amended and restated in its entirety as follows:


 


Article
1

Definitions


 


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


 


“2020 Notes” means the
Borrower’s Senior Notes due April 1, 2020 or any refinancing thereof to a maturity date earlier than the 91st day after
the Stated Termination Date.


 


“2021 Notes” means the
Borrower’s Senior Secured Notes due July 1, 2021 or any refinancing thereof to a maturity date earlier than the 91st
day after the Stated Termination Date.


 


“Account Debtor” means
any Person obligated on a Receivable.


 


“Additional Lender”
has the meaning set forth in ‎Section 2.15(b).


 


“Additional Senior Secured Debt”
means any Debt constituting obligations for borrowed money or obligations evidenced by bonds, debentures, notes or similar instruments,
in each case to the extent (a) incurred after the Effective Date, (b) having a stated maturity date that is less than
91 days after the Stated Termination Date and (c) secured by Liens permitted to exist in reliance on Section 6.01(j).


 






    1


     


    

 


“Adjusted LIBO Rate”
has the meaning set forth in ‎Section 2.06(b).


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Loan Documents, and its successors in such
capacity.


 


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


 


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


 


“Agent” means any of
the Administrative Agent, the Collateral Agent, the Co-Documentation Agents and the Co-Syndication Agents, and “Agents”
means any two or more of the foregoing.


 


“Aggregate Borrowing Base”
means, at any time, the sum of (i) the Tranche A Borrowing Base, plus (ii) the Tranche B Borrowing Base, less (iii)
Availability Reserves, less (iv) the Dilution Reserve, less (v) the Valuation Reserves, less (vi) the aggregate
outstanding amount (calculated as the Mark-to-Market Value) of First Secured Derivative Obligations up to a maximum amount of
$200,000,000, less (vii) the face amount of all Bi-Lateral Letters of Credit (as defined in the Borrower Security Agreement
or any other applicable Security Agreement); provided, however, that no reserve shall be duplicative of any factor
to the extent that it is already reflected in the calculation of the Aggregate Borrowing Base, the Tranche A Borrowing Base and/or
the Tranche B Borrowing Base.


 


“Aggregate Facility Availability”
means, at any time, an amount equal to (i) the lesser of (x) the aggregate amount of the Lenders’ Commitments at such time
and (y) the Aggregate Borrowing Base, at such time, less (ii) the Total Outstanding Amount at such time.


 


“Agreement” means this
Fifth Amended and Restated Credit Agreement dated as of October 25, 2019, as the same may be amended, amended and restated, supplemented
or otherwise modified from time to time.


 


“Anti-Corruption Laws”
means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to
time concerning or relating to bribery or corruption.


 


“Applicable Account Debtor”
has the meaning set forth in Section 5.02(c).


 




    2


     


    

 


“Applicable Lending Office”
means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case of
its Eurodollar Loans, its Eurodollar Lending Office.


 


“Applicable Rate” means
for any day:


 


(a)       with
respect to any Loan that is a Base Rate Tranche A Loan, the applicable rate per annum set forth in the Pricing Schedule in the
column below the caption “Base Rate Tranche A Loan Margin” and in the row corresponding to the “Pricing Level”
that applies for such day;


 


(b)       with
respect to any Loan that is a Base Rate Tranche B Loan, the applicable rate per annum set forth in the Pricing Schedule in the
row opposite the caption “Base Rate Tranche B Loan Margin” and in the row corresponding to the “Pricing Level”
that applies for such day;


 


(c)       with
respect to any Loan that is a Eurodollar Tranche A Loan, the applicable rate per annum set forth in the Pricing Schedule in the
column below the caption “Eurodollar Tranche A Loan Margin” and in the row corresponding to the “Pricing Level”
that applies for such day; and


 


(d)       with
respect to any Loan that is a Eurodollar Tranche B Loan, the applicable rate per annum set forth in the Pricing Schedule in the
column below the caption “Eurodollar Tranche B Loan Margin” and in the row corresponding to the “Pricing Level”
that applies for such day;


 


In each case, the “Applicable
Rate” will be based on the Average Availability calculated as of the relevant determination date; provided that the
rates corresponding to Level II of the Pricing Schedule shall be the Applicable Rates during the period commencing on the Effective
Date and ending on the last day of the first full fiscal quarter after the Effective Date; provided further that, at the
option of the Administrative Agent (or at the request of the Required Lenders), if the Borrower fails to deliver consolidated
financial statements to the Administrative Agent as and when required by ‎Section 5.01(a)(i) or ‎5.01(a)(ii), such
Applicable Rates will be those set forth in the Pricing Schedule and corresponding to Level II during the period from the expiration
of the time specified for such delivery until such financial statements are so delivered.


 


“Approved Electronic Platform”
has the meaning assigned to it in Section 8.03(b).


 




    3


     


    

 


“Arranger” means each
of JPMorgan Chase Bank, N.A., Bank of America, N.A., Wells Fargo Bank, National Association, and Barclays Bank PLC in its capacity
as a joint lead arranger of the credit facility provided under this Agreement.


 


“Assignment” means an
assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required
by ‎Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A-1 or any other form approved by the
Administrative Agent.


 


“Availability Reserves”
means, as of any date of determination, such reserves in amounts as the Collateral Agent may from time to time establish (upon
five Business Days’ notice to the Borrower in the case of new reserve categories established after the Effective Date and
formula changes) and revise (upward or downward) in good faith in accordance with its customary credit policies: (i) to reflect
events, conditions, contingencies or risks which, as reasonably determined by the Collateral Agent, do or are reasonably likely
to materially adversely affect either (a) the Collateral or its value or (b) the security interests and other rights of the Collateral
Agent or any Lender in the Collateral (including the enforceability, perfection and priority thereof), (ii) to reflect the Collateral
Agent’s reasonable belief that any collateral report or financial information furnished by or on behalf of the Borrower
is or may have been incomplete, inaccurate or misleading in any material respect or (iii) in respect of any state of facts which
the Collateral Agent reasonably determines in good faith constitutes a Default or an Event of Default; provided that, at
any date of determination (unless and until otherwise determined by the Collateral Agent), “Availability Reserves”
shall include (a) a reserve in an amount equal to the most current liability (calculated no less than on a quarterly basis) to
Outside Processor, Third-Party Warehouseman and Borrower Joint Venture locations holding Eligible Inventory, (b) a reserve for
obligations secured by Liens on Collateral for which UCC financing statements (or, in jurisdictions outside the United States,
evidence of perfection of Liens) are filed, (c) a reserve for permitted Liens and (d) a reserve for claims secured by purchase
money liens. For the avoidance of doubt, “Availability Reserves” shall not include a reserve for any Secured Vendor
Financing Obligations (as defined in the Security Agreement).


 


“Average Availability”
has the meaning set forth in the Pricing Schedule.


 


“Average Facility Availability”
means, on any day, an amount equal to the quotient of (a) the sum of the end of the day Aggregate Facility Availability for each
day during the period of 30 consecutive days ending on (and including) such date, divided by (b) 30 (i.e., the number of days
in such period).


 




    4


     


    

 


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


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


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


 


“Base Rate” means, for
any day, a rate per annum equal to the highest of (i) the Prime Rate for such day, (ii) the sum of 1⁄2 of 1% plus the Federal
Funds Rate for such day and (iii) the sum of 1% plus the Adjusted LIBO Rate for a one-month Interest Period on such day (or if
such day is not a Business Day, the immediately preceding Business Day). If the Base Rate is being used as an alternate rate of
interest pursuant to Section 2.19 hereof, then the Base Rate shall be the greater of clauses (i) and (ii) above and shall be determined
without reference to clause (iii) above. For the avoidance of doubt, if the Base Rate as so determined would be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 


“Base Rate Loan” means
a Loan that is a Base Rate Tranche A Loan or a Base Rate Tranche B Loan.


 




    5


     


    

 


“Base Rate Tranche A Loan”
means a Tranche A Loan that bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest
Rate Election or the provisions of ‎Section 2.19.


 


“Base Rate Tranche B Loan”
means a Tranche B Loan that bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest
Rate Election or the provisions of ‎Section 2.19.


 


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


 


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


 


“Big River Acquisition Agreement”
means that certain Recapitalization and Equity Purchase Agreement, dated as of September 30, 2019, by and among the Borrower,
U.S. Steel Holdco LLC, BRS Stock Holdco LLC, Big River Steel Holdings LLC and the equityholders of Big River Steel Corp. and Big
River Steel Holdings LLC, as amended or otherwise modified from time to time.


 


“Blocked Account” means
any and all “Blocked Accounts”, as defined in any Security Agreement.


 


“Borrower” means United
States Steel Corporation, a Delaware corporation, and its successors.


 


“Borrower Joint Venture”
means any joint venture in which the Borrower holds, or acquires after the Effective Date, a direct or indirect equity interest.


 


“Borrower Security Agreement”
means the Second Amended and Restated Security Agreement dated as of the Effective Date, between the Borrower and the Collateral
Agent, substantially in the form of Exhibit C-1 hereto.


 


“Borrower’s Latest Form
10-Q” means the Borrower’s quarterly report on Form 10-Q for the quarter ended June 30, 2019, as filed with the
SEC pursuant to the Exchange Act.


 




    6


     


    

 


“Borrower’s Latest Form
10-K” means the Borrower’s annual report on Form 10-K for the year ended December 31, 2018, as filed with the
SEC pursuant to the Exchange Act.


 


“Borrowing” has the
meaning set forth in ‎Section 1.02.


 


“Borrowing Base Certificate”
means a certificate, duly executed and certified as accurate and complete by a Financial Officer of the Borrower, appropriately
completed and substantially in the form of Exhibit D together with all attachments and supporting documentation (i) as contemplated
thereby, (ii) as outlined on Schedule 1 to Exhibit D and (iii) as reasonably requested by the Collateral Agent.


 


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


 


“Capital Expenditures”
means, for any period, the additions to property, plant and equipment and other capital expenditures of the Borrower and its Subsidiaries
for the purpose of maintaining or replacing an existing capital asset that are (or would be) set forth as capital expenditures
in a consolidated statement of cash flows of the Borrower and its Subsidiaries for such period prepared in accordance with GAAP.


 


“Capital Lease Obligations”
of any Person means obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which obligations are required under GAAP to be classified
and accounted for as capital leases on a balance sheet of such Person; provided that all leases of any Person that are
or would have been characterized as operating leases in accordance with GAAP as in effect immediately prior to the Effective Date
shall continue to be accounted for as operating leases (and not as capital leases) for purposes of this Agreement regardless of
any change in GAAP following the date that would otherwise require such leases to be recharacterized as capital leases. The amount
of such obligations will be the capitalized amount thereof determined in accordance with GAAP.


 


“Cash Collateral Account”
has the meaning specified in the applicable Security Agreement.


 






    7


     


    

 


“Change in Control”
means the occurrence of any of the following:


  


(a)       any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for the purposes of this clause (a) such
person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire,
whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of
either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests
in the Borrower;


 


(b)       individuals
who constituted the board of directors of the Borrower at any given time (together with any new directors whose election by such
board of directors or whose nomination for election by the shareholders of the Borrower as approved by a vote of a majority of
the directors of the Borrower then still in office who were either directors at such time or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority of the board of directors then in office;


 


(c)       the
adoption of a plan relating to the liquidation or dissolution of the Borrower; or


 


(d)       the
merger or consolidation of the Borrower with or into another Person or the merger of another Person with or into the Borrower,
or the sale of all or substantially all the assets of the Borrower (determined on a consolidated basis) to another Person, other
than a merger or consolidation transaction in which holders of Equity Interests representing 100% of the ordinary voting power
represented by the Equity Interests in the Borrower immediately prior to such transaction (or other securities into which such
securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of
the ordinary voting power represented by the Equity Interests in the surviving Person in such merger or consolidation transaction
issued and outstanding immediately after such transaction and in substantially the same proportion as before the transaction.


 


“Change in Law”
means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental Authority after such date or (c) compliance by
any Lender or any LC Issuing Bank (or, for purposes of ‎Section 2.20, by any lending office of such Lender or by such
Lender’s or such LC Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after such date; provided however, that
notwithstanding anything therein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, regulations, guidelines, requirements or directives thereunder or enacted, adopted or issued in connection
therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each
case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued, promulgated or
implemented.


 






    8


     


    

 


“Co-Documentation Agent”
means each of BMO Harris Bank N.A., Citibank, N.A., Fifth Third Bank, Goldman Sachs Bank USA, PNC Bank, National Association,
SunTrust Bank, Citizens Bank, N.A., Credit Suisse AG, Cayman Islands Branch, ING Capital LLC and Morgan Stanley Bank, N.A., in
its capacity as co-documentation agent in respect of this Agreement.


 


“Co-Syndication Agent”
means each of Bank of America, N.A., Wells Fargo Bank, National Association, and Barclays Bank PLC, in its capacity as syndication
agent in respect of this Agreement.


 


“Collateral” means any
and all “Collateral”, as defined in any Security Document.


 


“Collateral Access Agreement”
means an agreement substantially in the form of Exhibit F-1 or Exhibit F-2.


 


“Collateral Agent” means
JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Secured Parties under the Loan Documents, and its successors
in such capacity.


 


“Collateral and Guarantee Requirement”
means the requirement that:


 


(a)       the
Administrative Agent (i) shall have received a counterpart of the applicable Security Agreement duly executed and delivered by
JPMorgan Chase Bank, N.A., as Collateral Agent, and (ii) shall have received from each Credit Party a counterpart of the applicable
Security Agreement duly executed and delivered on behalf of such Credit Party;


 


(b)       with
respect to each Subsidiary Guarantor, (i) the Administrative Agent shall have received a Subsidiary Guarantee Agreement
duly executed and delivered on behalf of such Subsidiary Guarantor, and (ii) the conditions set forth in clauses
 ‎(b) and ‎(c) of ‎Section 4.01 shall have been satisfied with respect to such Subsidiary Guarantor;


 






    9


     


    

 


(c)       all
documents and instruments, including UCC financing statements, required by law or reasonably requested by the Collateral Agent
to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and perfect or record
such Liens to the extent, and with the priority, required by the Security Documents, shall have been filed, registered or recorded
or delivered to the Collateral Agent for filing, registration or recording;


 


(d)       each
Credit Party shall have obtained all consents and approvals required to be obtained by it in connection with the execution and
delivery of all Security Documents to which it is a party, the performance of its obligations thereunder and the granting of the
Liens granted by it thereunder; and


 


(e)       each
Credit Party shall have taken all other action required under the Security Documents to perfect, register and/or record the Liens
granted by it thereunder.


 


“Commitment” means,
with respect to any Lender, the aggregate of such Lender’s Tranche A Commitment (if any) and its Tranche B Commitment (if
any).


 


“Commitment Schedule”
means the Commitment Schedule attached hereto.


 


“Communications” means,
collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Credit
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or any LC Issuing Bank by means of electronic communications pursuant to Section 8.03, including through an Approved
Electronic Platform.


 


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


 


“Consolidated Cash Interest
Expense” means, for any period, the amount by which: (a) interest expense on Debt (including imputed interest
expense in respect of Capital Lease Obligations) of the Borrower and its Subsidiaries during such period (other than any such
amounts that are non-cash) exceeds (b) interest income of the Borrower and its Subsidiaries for such period (other than
any such amounts that are non-cash), in each case, determined on a consolidated basis in accordance with GAAP.


 






    10


     


    

 


“Consolidated EBITDA”
means, for any period, net income (or net loss) (before discontinued operations) plus the sum of (a) Consolidated Interest Expense,
(b) provision for income tax expense, (c) depreciation expense, (d) amortization expense, (e) any losses or expenses from any
unusual, extraordinary or otherwise non-recurring items, (f) aggregate foreign exchange losses, and (g) the aggregate amount of
all non-cash compensation charges incurred during such period arising from the grant or issuance of stock options or other equity
awards, and minus (x) the sum of the amounts for such period of any provision for income tax benefits and any income or gains
from any unusual, extraordinary or otherwise non-recurring items, and (y) aggregate foreign exchange gains; in each case determined
on a consolidated basis for the Borrower and its Subsidiaries in accordance with GAAP and in the case of items (a) through (f)
and items (x) through (y), to the extent such amounts were included in the calculation of net income. For the purpose of calculating
Consolidated EBITDA for any period, if during such period the Borrower or any Subsidiary shall have made an acquisition or a disposition
of an operating business, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if
such acquisition or disposition, as the case may be, occurred on the first day of such period.


 


“Consolidated Fixed Charges”
means, for any period, the sum of (a) Consolidated Cash Interest Expense for such period, (b) the aggregate amount of scheduled
principal payments required to be made during the succeeding period of 12 consecutive months in respect of Long-Term Debt of the
Borrower and its Subsidiaries (except payments required to be made by the Borrower or any Subsidiary to the Borrower or any Subsidiary),
(c) Restricted Payments made in cash during such period (other than any Restricted Payments made pursuant to any Share Repurchase
Program that, as of the applicable date of determination, has terminated or otherwise matured) and (d) if during such period any
outstanding Debt of the Excluded Subsidiary is Guaranteed by the Borrower or any Subsidiary, the amounts which would have been
included in (a) and (b) for such period in respect of such Debt if the Excluded Subsidiary were a Subsidiary (but only to the
extent that such Debt is Guaranteed by the Borrower or any Subsidiary).


 


“Consolidated Interest Expense”
means, for any period, the amount by which:


 


(a)       the
sum of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of the Borrower
and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, and (ii) any interest
accrued during such period, in respect of Debt of the Borrower or any Subsidiary, that is required under GAAP to be
capitalized rather than included in consolidated interest expense for such period, exceeds


 






    11


     


    

 


(b)       the
interest income of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated Net Tangible Assets”
means, as of the time of determination, the aggregate amount of assets of the Borrower and its consolidated Subsidiaries after
deducting (i) all goodwill, trade names, trademarks, service marks, patents, unamortized debt discount and expense and other intangible
assets and (ii) all current liabilities, as reflected on the most recent consolidated balance sheet prepared by the Borrower in
accordance with GAAP contained in an annual report on Form 10-K or a quarterly report on Form 10-Q timely filed or any amendment
thereto (and not subsequently disclaimed as not being reliable by the Borrower) pursuant to the Exchange Act by the Borrower prior
to the time as of which “Consolidated Net Tangible Assets” is being determined.


 


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


 


“Covered Entity” means
any of the following:


 


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


 


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


 


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


 


“Covered Party” has
the meaning assigned to it in Section 9.17.


 


“Credit Exposure”
means, with respect to any Lender at any time, (a) with respect to all Commitments and/or Loans, (i) the amount of such
Lender’s Commitments if in existence at such time or (ii) the sum of the aggregate outstanding principal amount of such
Lender’s Loans and the amount of its LC Exposure at such time if such Lender’s Commitments are not then in
existence, (b) with respect to Tranche A Commitments and/or Tranche A Loans, (i) the amount of such Lender’s Tranche A
Commitments if in existence at such time or (ii) the sum of the aggregate outstanding principal amount of such Lender’s
Tranche A Loans and the amount of its LC Exposure at such time if such Lender’s Tranche A Commitments are not then in
existence and (c) with respect to Tranche B Commitments and/or Tranche B Loans, (i) the amount of such Lender’s Tranche
B Commitments if in existence at such time or (ii) the sum of the aggregate outstanding principal amount of such
Lender’s Tranche B Loans at such time if such Lender’s Tranche B Commitments are not then in existence.


 






    12


     


    

 


“Credit Parties” means
the Borrower and the Subsidiary Guarantors.


 


“Debt” of any Person
means, without duplication:


 


(a)       all
obligations of such Person for borrowed money or with respect to deposits or advances of any kind (other than unspent cash deposits
held in escrow by or in favor of such Person, or in a segregated deposit account controlled by such Person, in each case in the
ordinary course of business to secure the performance obligations of, or damages owing from, one or more third parties),


 


(b)       all
obligations of such Person evidenced by bonds, debentures, notes, or similar instruments,


 


(c)       all
obligations of such Person on which interest charges are customarily paid (other than obligations where interest is levied only
on late or past due amounts),


 


(d)       all
obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person,


 


(e)       all
obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business),


 


(f)       all
Debt of others 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 owned or acquired by such Person, whether or not the Debt secured thereby has been assumed,


 


(g)       all
Guarantees by such Person of Debt of others,


 


(h)       all
Capital Lease Obligations of such Person,


 




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(i)       all
unpaid obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of
guaranty (other than cash collateralized letters of credit to secure the performance of workers’ compensation, unemployment
insurance, other social security laws or regulations, bids, trade contracts, leases, environmental and other statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, obtained in the ordinary course
of business),


 


(j)       all
capital stock of such Person which is required to be redeemed or is redeemable at the option of the holder if certain events or
conditions occur or exist or otherwise, and


 


(k)       all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.


 


The Debt of any Person shall include the
Debt of any other entity (including any partnership in which such Person is a general partner) to the extent that such Person
is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except (a)
to the extent that contractual provisions binding on the holder of such Debt provide that such Person is not liable therefor,
and (b) in the case of general partnerships where the interest is held by a Subsidiary with no other significant assets.


 


Notwithstanding the foregoing, the term
 “Debt” will exclude obligations that are no longer outstanding under the applicable indenture or instruments therefor.


 


Notwithstanding the foregoing, in connection
with the purchase by the Borrower or any Subsidiary of any business, the term “Debt” will exclude post-closing payment
adjustments to which the seller may become entitled to the extent such payment is determined by a final closing; provided
that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes
fixed and determined, the amount is paid when due.


 


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


 


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


 




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


 


“Departing Lender” means
any lender party to the Existing Credit Agreement but not listed in the Commitment Schedule.


 


“Derivative Obligations”
has the meaning specified in Section 1 of the Borrower Security Agreement.


 


“Designated Lender”
means, with respect to any Designating Lender, an Eligible Designee designated by it pursuant to ‎Section 9.05(a) as a Designated
Lender for purposes of this Agreement.


 


“Designating Lender”
means, with respect to each Designated Lender, the Lender that designated such Designated Lender pursuant to ‎Section 9.05(a).


 


“Dilution Factors”
means, without duplication of any reduction to the balance of any Receivable, with respect to any period, the aggregate
amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and other non-cash credits
(including all volume discounts, trade discounts and rebates) that are recorded to reduce Receivables of the Borrower or any
other Credit Party in a manner consistent with the Borrower’s or such other Credit Party’s then current and
historical accounting practices.


 






    15


     


    

 


“Dilution Ratio” means,
at any time, the amount (expressed as a percentage), calculated in connection with the delivery of the Borrowing Base Certificate
for the calendar month most recently ended, equal to (a) the aggregate amount of the applicable Dilution Factors in respect of
Receivables of the Borrower and the other Credit Parties for the twelve calendar month period ended as of the last day of such
calendar month divided by (b) total gross invoices of the Borrower and the other Credit Parties for such twelve-calendar-month
period.


 


“Dilution Reserve” means,
at any time, a reserve in an amount equal to the product of (a) the excess of (i) the applicable Dilution Ratio at such time over
(ii) 5.00%, multiplied by (b) the aggregate amount of Eligible Receivables at such time.


 


“Disqualified Equity Interests”
means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible
or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other
than solely for Qualified Equity Interests and/or cash in lieu of fractional shares), pursuant to a sinking fund obligation or
otherwise (except as a result of a change in control or asset sale so long as any right of the holders thereof upon the occurrence
of a change in control or asset sale event shall be subject to the occurrence of the Repayment Date), (b) is redeemable at the
option of the holder thereof (other than solely for Qualified Equity Interests and/or cash in lieu of fractional shares), in whole
or in part (except as a result of a change in control or asset sale so long as any right of the holders thereof upon the occurrence
of a change in control or asset sale event shall be subject to the occurrence of the Repayment Date), (c) requires the payment
of any cash dividend or any other scheduled cash payment constituting a return of capital, in each case, prior to the date that
is ninety-one (91) days after the Stated Termination Date or (d) is or becomes convertible into or exchangeable for Debt or any
other Equity Interests that would constitute Disqualified Equity Interests, in each case of this clause (d), prior to the date
that is ninety-one (91) days after the Stated Termination Date; provided that if such Equity Interest is issued to any
plan for the benefit of employees of the Borrower or any of its Subsidiaries or by any such plan to such employees, such Equity
Interest shall not constitute Disqualified Equity Interest solely because it may be required to be repurchased by the Borrower
or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 






    16


     


    

 


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


  


“Domestic Lending Office”
means, as to each Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office, branch or affiliate as
such Lender may hereafter designate as its Domestic Lending Office by notice to the Borrower and the Administrative Agent.


 


“Domestic Subsidiary”
means each Subsidiary that is not a Foreign Subsidiary.


 


“Downgraded Lender”
means any Lender that (a) has a rating that is not an Investment Grade Rating from Moody’s, Fitch, S&P or an investment
grade rating from another nationally recognized rating agency or (b) is a Subsidiary of a Person that is the subject of a bankruptcy,
insolvency or similar proceeding. For the avoidance of doubt, a Lender that is not rated by Moody’s, Fitch, S&P or another
nationally recognized rating agency shall not constitute a Downgraded Lender.


 


“Early Maturity Date”
means, with respect to any series of Senior Notes, the date that is 45 days prior to the stated maturity date for such series
of Senior Notes set forth in the applicable Senior Notes Documents.


 


“EEA Financial Institution”
means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,
(b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or
(b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


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


 


“Effective Date” means
the date on which each of the conditions specified in ‎Section 4.01 is satisfied (or waived in accordance with ‎Section
9.02), which date is October 25, 2019.


 






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“Eligible
Designee” means a special purpose corporation, partnership, trust, limited partnership, limited liability company
or other business entity that (i) is organized under the laws of the United States, any state thereof or the District of
Columbia, (ii) is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its
business and (iii) issues (or the parent of which issues) commercial paper rated at least A-1 or the equivalent thereof by
S&P or P-1 or the equivalent thereof by Moody’s.


 


“Eligible Finished Goods Inventory”
means all Finished Goods Inventory that is Eligible Inventory.


 


“Eligible Inventory”
means at any date of determination thereof, the aggregate value (as reflected on the plant level records of the Borrower or any
other Credit Party and consistent with the Borrower’s or such other Credit Party’s current and historical accounting
practices whereby manufactured items are valued at pre-determined costs and purchased items are valued at rolling average actual
cost) at such date of all Qualified Inventory owned by any Credit Party, adjusted on any date of determination to exclude, without
duplication, all Qualified Inventory that is Ineligible Inventory.


 


“Eligible Investment Grade Receivables”
means, at any time, any Eligible Receivables in respect of which the Account Debtor has an Investment Grade Rating.


 


“Eligible Raw Materials Inventory”
means all Raw Materials Inventory that is Eligible Inventory.


 


“Eligible Receivables”
means at any date of determination thereof, the aggregate value (determined on a basis consistent with GAAP and the Borrower’s
or any other Credit Party’s then current and historical accounting practices) of all Qualified Receivables of the Borrower
or any other Credit Party, net of (x) any amounts in respect of sales, excise or similar taxes included in such Receivables and
(y) returns, discounts, claims, credits and allowances of any nature at any time issued, owing, granted, outstanding available
or claimed (calculated without duplication of deductions taken pursuant to the exclusion of Ineligible Receivables), adjusted
on any date of determination to exclude, without duplication, all Qualified Receivables that are Ineligible Receivables.


 


“Eligible Semi-Finished Goods
Inventory” means all Semi-Finished Goods Inventory that is Eligible Inventory.


 


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


 






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“Equity Interests” means
(i) shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person or (ii) any warrants, options or other rights to acquire such shares
or interests.


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“ERISA Affiliate” means
any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary, is treated as a single
employer under Section 414(b) or (c) of the Internal Revenue Code or, solely for purposes of Section 302 of ERISA and Section
412 of the Internal Revenue Code, is treated as a single employer under Section 414 of the Internal Revenue Code.


 


“ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect
to a Plan (except an event for which the 30-day notice period is waived); (b) the failure to satisfy the applicable minimum funding
standard under Section 412 of the Internal Revenue Code or Section 302 of ERISA with respect to any Plan, whether or not waived;
(c) the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver
of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability
under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee
to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal
or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305
of ERISA), within the meaning of Title IV of ERISA.


 






    19


     


    

 


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


 


“Eurodollar Lending Office”
means, as to each Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Eurodollar Lending Office) or such other office, branch or affiliate
of such Lender as it may hereafter designate as its Eurodollar Lending Office by notice to the Borrower and the Administrative
Agent.


 


“Eurodollar Loan” means
a Eurodollar Tranche A Loan or a Eurodollar Tranche B Loan.


 


“Eurodollar Tranche A Loan”
means a Tranche A Loan that bears interest at a Eurodollar Rate pursuant to the applicable Notice of Borrowing or Notice of Interest
Rate Election.


 


“Eurodollar Tranche B Loan”
means a Tranche B Loan that bears interest at a Eurodollar Rate pursuant to the applicable Notice of Borrowing or Notice of Interest
Rate Election.


 


“Eurodollar Rate” means
a rate of interest determined pursuant to ‎Section 2.06(b) on the basis of an Adjusted LIBO Rate.


 


“Events of Default”
has the meaning specified in ‎Article 7.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time.


 


“Excluded Capital Expenditures”
means, for any period, (a) Financed Capital Expenditure during such period, (b) with respect to periods ending prior to the second
anniversary of the Effective Date, any Capital Expenditures in an amount not to exceed $200,000,000 in the aggregate for such
period (or $400,000,000 in the aggregate for all such periods), in connection with the Revitalization Program (as set forth in
a certificate delivered to the Administrative Agent by the Borrower) and (c) Permanently Idled Operations Capital Expenditures
in an amount not to exceed $200,000,000 in the aggregate for all such periods.


 


“Excluded Subsidiary”
means Chicago Lakeside Development LLC; provided, that the foregoing Person shall not constitute an Excluded Subsidiary
for purposes of Section 5.08.


 






    20


     


    

 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a
payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its
principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a
Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest
in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.24)
or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.22, amounts
with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the
applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending
office, (c) Taxes attributable to such Recipient's failure to comply with Section 2.22(f) and (d) any withholding Taxes
imposed under FATCA.


 


“Existing Credit Agreement”
has the meaning set forth in the first recital of this Agreement.


 


“Existing Letters of Credit”
means the letters of credit issued prior to the Effective Date pursuant to the Existing Credit Agreement, as identified on Schedule
2.16.


 


“Existing Obligations”
has the meaning set forth in Section 1.06(a).


 


“FATCA” means Sections
1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement
entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such section of the Code.


 


“Federal Funds
Rate” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to
the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System on such
day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that
(i) 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 (ii) 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 quoted to JPMorgan Chase
Bank, N.A. on such day on such transactions as determined by the Administrative Agent; provided, further, that
if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this
Agreement.


 






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


 


“Financed Capital Expenditures”
means, for any period, Capital Expenditures during such period to the extent made with proceeds of (w) the issuance of Qualified
Equity Interests since January 1, 2016 (without regard to the period in which such Qualified Equity Interests were issued), (x) insurance
covering such capital asset, (y) any taking under the power of eminent domain or by condemnation or similar proceeding of
such capital asset or (z) Capital Lease Obligations incurred to make such Capital Expenditure or other Debt (other
than revolving Debt) incurred to make such Capital Expenditure.


 


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


 


“Financing Transactions”
means the execution, delivery and performance by the Borrower of the Loan Documents, the Borrowing of Loans, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder, and the creation or continuation of Liens pursuant to the Security Documents.


 


“Finished Goods Inventory”
means finished goods to be sold by a Credit Party in the ordinary course of business, including plates, finished tubes and coupling,
tin plates and finished sheets, but excluding Semi-Finished Goods Inventory and Raw Materials Inventory.


 


“Fiscal Quarter” means
a fiscal quarter of the Borrower.


 


“Fiscal Year” means
a fiscal year of the Borrower.


 


“Fitch” means Fitch,
Inc.


 


“Fixed Charge Coverage
Ratio” means the ratio of (a) (i) Consolidated EBITDA less (ii) the sum of (A) any Capital Expenditure
(other than any Excluded Capital Expenditure) during such period and (B) income tax expense of the Borrower and its
Subsidiaries paid in cash net of any tax refunds received during such period to (b) Consolidated Fixed Charges, in
each case for the period of the most recent four consecutive Fiscal Quarters for which financial statements have been
delivered pursuant to ‎Section 5.01, taken as one accounting period. If during such period of four consecutive Fiscal
Quarters, the Borrower or any Subsidiary shall have made an acquisition or a disposition of an operating business, the Fixed
Charge Coverage Ratio for such period shall be calculated after giving pro forma effect thereto as if such acquisition or
disposition, as the case may be, occurred on the first day of such period.


 






    22


     


    

 


“Foreign Lender” means
any Lender that is not a U.S. Person.


 


“Foreign Subsidiary”
means a Subsidiary (which may be a corporation, limited liability company, partnership or other legal entity) organized under
the laws of a jurisdiction outside the United States, and conducting substantially all its operations outside the United States.


 


“GAAP” means generally
accepted accounting principles as in effect from time to time in the United States, applied on a basis consistent (except for
changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial
statements of the Borrower and its consolidated Subsidiaries delivered to the Lenders.


 


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


 


“Group of Loans” or
 “Group” means, at any time, a group of Loans consisting of (i) all Tranche A Loans which are Base Rate Tranche
A Loans at such time, (ii) all Tranche B Loans which are Base Rate Tranche B Loans at such time, (iii) all Tranche A Loans which
are Eurodollar Tranche A Loans having the same Interest Period at such time and (iv) all Tranche B Loans which are Eurodollar
Tranche B Loans having the same Interest Period at such time.


 


“Guarantee” by any
Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Debt of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Debt, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Debt, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or (d)
as an account party in respect of any letter of credit or letter of guaranty issued to support such Debt; provided
that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of
business.


 






    23


     


    

 


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


 


“Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other
interest rate, currency exchange rate or commodity price hedging arrangement.


 


“Impacted Interest Period”
has the meaning set forth in the definition of “London Interbank Offered Rate” in Section 2.06.


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation
of any Credit Party under any Loan Document and (b) to the extent not otherwise described in (a) hereof, Other Taxes.


 


“Industrial Revenue Bond Obligations”
means an obligation to a state or local government unit that secures the payment of bonds issued by a state or local government
unit or any Debt incurred to refinance, in whole or in part, such obligations.


 


“Ineligible Inventory”
means all Qualified Inventory described in at least one of the following clauses:


 


(a)       Qualified
Inventory that is not subject to a perfected first priority Lien in favor of the Collateral Agent or that is subject to any Lien
other than the Liens permitted pursuant to ‎Section 6.01; or


 


(b)       Qualified
Inventory that is not located at or in transit to property that is either owned or leased by any Credit Party; provided
that any Qualified Inventory located at or in transit to property that is leased by any Credit Party shall be deemed
 “Ineligible Inventory” pursuant to this clause (b) unless such Credit Party shall have delivered to
the Collateral Agent a Collateral Access Agreement (or, if applicable, a landlord waiver in form and substance satisfactory
to the Collateral Agent) with respect to such leased location; and provided further that any Qualified Inventory
located at or in transit to a Third-Party Location shall not be deemed “Ineligible Inventory” pursuant to this clause (b)
on any date of determination if either (A)(i) the value of such Qualified Inventory on such date of determination (as
reflected on the plant level records of such Credit Party and consistent with such Credit Party’s current and
historical accounting practices whereby manufactured items are valued at pre-determined costs and purchased items are valued
at rolling average actual cost) is greater than $500,000, (ii) such Credit Party shall have delivered to the Collateral Agent
a Collateral Access Agreement with respect to such Third-Party Location, (iii) the aggregate number of Third-Party Locations
designated by such Credit Party as eligible locations in respect of which Qualified Inventory shall be excluded from
 “Ineligible Inventory” in reliance on this clause (b) does not exceed 100 on such date of
determination and (iv) in the case of any Third-Party Location owned or leased by a Borrower Joint Venture, the terms of the
joint venture arrangements in respect of such Borrower Joint Venture are satisfactory to the Collateral Agent and the Lenders
or (B) to the extent such Qualified Inventory does not satisfy the conditions described in clause (A), such Qualified
Inventory is in an aggregate amount not to exceed $25,000,000; or


 






    24


     


    

 


(c)       Qualified
Inventory that is on consignment and Qualified Inventory subject to a negotiable document of title (as defined in the UCC); or


 


(d)       Qualified
Inventory located on the premises of customers or vendors (other than Outside Processors); or


 


(e)       Qualified
Inventory comprised of Finished Goods Inventory and Semi-Finished Goods Inventory that has been written down pursuant to any Credit
Party’s existing accounting procedures; provided that the scrap value of such Qualified Inventory will be included
in the calculation of “Eligible Inventory”; or


 


(f)       Qualified
Inventory that consists of maintenance spare parts; or


 






    25


     


    

 


(g)       Qualified
Inventory that is classified as supplies or sundry in any Credit Party’s historical and current accounting records, including,
but not limited to, fuel oil, coal chemicals, metal products, miscellaneous, non-LIFO inventory, store supplies, cleaning mixtures,
lubricants and the like; or


 


(h)       Qualified
Inventory that is billed not shipped Inventory; or


 


(i)       Qualified
Inventory considered non-conforming, which shall mean, on any date, all inventory classified as “non-prime” or “seconds”
or other “off-spec” Inventory, to the extent that such Qualified Inventory exceeds 3% of Total Qualified Inventory;
provided that the scrap value of such Qualified Inventory shall be included in the calculation of Eligible Inventory. For
purposes of this clause (i), “Total Qualified Inventory” means all Raw Materials Inventory, Finished Goods Inventory
and Semi-Finished Goods Inventory; or


 


(j)       Qualified
Inventory that is not located in the United States other than Qualified Inventory in an aggregate amount not to exceed $25,000,000
at any time located in Mexico or Canada and as to which arrangements reasonably satisfactory to the Collateral Agent have been
made to ensure the perfection of the Lenders’ security interest in such Qualified Inventory; or


 


(k)       Qualified
Inventory that is not owned solely by a Credit Party, or as to which a Credit Party does not have good, valid and marketable title
thereto; or


 


(l)       intercompany
profit included in the value of Qualified Inventory; or


 


(m)       Qualified
Inventory that consists of scale, slag and other by-products; or


 


(n)       Qualified
Inventory that consists of raw materials other than iron ore, coke, coal, scrap, limestone, other alloys and fluxes; or


 


(o)       Qualified
Inventory that does not otherwise conform to the representations and warranties contained in this Agreement or the other Loan
Documents; or


 


(p)       depreciation
included in the value of Qualified Inventory; or


 






    26


     


    

 


(q)       non-production
costs included in the value of Qualified Inventory; or


 


(r)       (i)
Semi-Finished Goods Inventory and Finished Goods Inventory that are less than 12 months old and are reserved under the
Borrower’s inventory policy as in effect at the time of determination and (ii) Semi-Finished Goods Inventory and
Finished Goods Inventory that are more than twelve months old; provided that, in each case, the scrap value of such
inventory shall be included in the calculation of Eligible Inventory;


 


(s)       Qualified
Inventory which was acquired or originated by a Person acquired in a Permitted Acquisition, including, for the avoidance of doubt,
the Specified Acquisition, to the extent the Qualified Inventory of such Person is in excess of the lesser of (x) 10% of the aggregate
amount of the Lenders’ Commitments at such time and (y) 10% of the Aggregate Borrowing Base (as reported in the most recent
Borrowing Base Certificate delivered to the Administrative Agent in accordance herewith) then in effect (until such time as the
Administrative Agent has received the results of a field examination and appraisal as to such Qualified Inventory and such Person,
which field examination and appraisal is reasonably satisfactory to the Administrative Agent); it being understood that only the
excess of the Qualified Inventory of such Person over the lesser of the foregoing clauses (x) or (y) shall constitute “Ineligible
Inventory”; or


 


(t)        such
other Qualified Inventory as may be deemed ineligible by the Collateral Agent from time to time in its Permitted Discretion.


 


“Ineligible Receivables”
means all Qualified Receivables described in at least one of the following clauses:


 


(a)       
Qualified Receivables that are not subject to a perfected first priority Lien in favor of the Collateral Agent or that
are subject to any Lien other than the Liens permitted pursuant to ‎Section 6.01;


 


(b)      
Qualified Receivables that (i) are subject to a Permitted Supply Chain Financing or are otherwise owed by an Account Debtor
that is party to a Permitted Supply Chain Financing or (ii) payment of which are directed to an account other than a Blocked Account
(it being understood that, following the addition of any Subsidiary as a Subsidiary Guarantor hereunder, this clause (ii) shall
not apply with respect to Qualified Receivables of such Subsidiary Guarantor prior to the date that is 60 days after the date
such Subsidiary is added as a Subsidiary Guarantor (or such longer period as the Collateral Agent may agree));


 






    27


     


    

 


(c)       Qualified
Receivables (i) with respect to which the scheduled due date is more than 65 days (or, if the Account Debtor with respect
thereto has an Investment Grade Rating, 90 days) after the date of the original invoice therefor, (ii) which are unpaid for
more than 60 days after the original date payment is due (in determining the aggregate amount from the same Account
Debtor that is unpaid hereunder, such amount shall be the gross amount due in respect of the applicable Receivables without
giving effect to any net credit balances) or (iii) which have been written off the books of the applicable Credit Party or
otherwise designated as uncollectible;


 


(d)      
Qualified Receivables which are owing by an Account Debtor for which more than 50% of the Receivables owing from such Account
Debtor and its Affiliates are ineligible pursuant to clause (c)(ii);


 


(e)      
Qualified Receivables which are owing by an Account Debtor to the extent the aggregate amount of Receivables (excluding
Receivables ineligible under the provisions of this definition other than this clause (e)) owing from such Account Debtor and
its Affiliates to all Credit Parties exceed 20% of the aggregate amount of Eligible Receivables of all Credit Parties;


 


(f)       
Qualified Receivables that do not otherwise conform to the representations and warranties contained in this Agreement or
the other Loan Documents;


 


(g)      
Qualified Receivables which (i) do not arise from the sale of goods in the ordinary course of business, (ii) are not evidenced
by an invoice or other documentation satisfactory to the Collateral Agent, in its Permitted Discretion, which has been sent to
the Account Debtor, (iii) represent a progress billing, (iv) are contingent upon the applicable Credit Party’s completion
of any further performance, (v) represent a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, cash-on-delivery
or any other repurchase or return basis or (vi) relate to payments of interest;


 


(h)      
Qualified Receivables for which the goods giving rise thereto have not been shipped to the Account Debtor or goods giving
rise thereto which have been shipped, but title has not passed or if such Qualified Receivable was invoiced more than once;


 






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(i)         Qualified
Receivables which are owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any
receiver, custodian, trustee or liquidator of its assets, (ii) had possession of all or a material part of its property taken
by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for
liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or
involuntary case under any state or federal bankruptcy laws (other than post-petition accounts payable of an Account Debtor
that is a debtor in possession and acceptable to the Collateral Agent in its Permitted Discretion), (iv) admitted in writing
its inability, or is generally unable, to pay its debts as they become due, (v) become insolvent, (vi) ceased operation of
its business or (vii) sold all or substantially all of its assets;


 


(j)        
Qualified Receivables which are owed (i) in a currency other than Dollars or (ii) by an Account Debtor which (A) is not
invoiced at an address in the United States or Canada or (B) is not organized under applicable law of the United States, any state
thereof or the District of Columbia or Canada or any province in Canada other than, in the case of clause (ii), (x) Qualified
Receivables backed by a letter of credit or other credit insurance acceptable to the Collateral Agent, in its Permitted Discretion,
which, in the case of a letter of credit, (i) such letter of credit is in the possession of, and directly drawable by, the Collateral
Agent or (ii) such letter of credit (or the proceeds thereof) is assigned to the Collateral Agent (via an assignment substantially
in the form of Exhibit A-2, or any other form approved by the Administrative Agent in its sole discretion) and (y) Qualified
Receivables as to which the Account Debtor is a Qualified Foreign Account Debtor in an aggregate amount for all such Qualified
Receivables not to exceed $50,000,000;


 


(k)      
Qualified Receivables which are owed by (i) a Governmental Authority of any country other than the United States, unless
such Qualified Receivables are backed by a letter of credit acceptable to the Collateral Agent, in its Permitted Discretion, which
is in the possession of, and is directly drawable by, the Collateral Agent or (ii) any Governmental Authority of the United
States, or any department, agency, public corporation or instrumentality thereof, unless the Federal Assignment of Claims Act
of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect
the Lien of the Collateral Agent in such Qualified Receivables, have been complied with to the Collateral Agent’s satisfaction
in its Permitted Discretion;


 






    29


     


    

 


(l)        Qualified
Receivables which are owed by (i) any Affiliate of a Credit Party, (ii) a Borrower Joint Venture (other than Qualified
Receivables in an aggregate amount not to exceed $25,000,000 at any time; provided that (1) the underlying
sales agreement in respect of such Qualified Receivables requires that payment be made to the applicable Credit Party in cash
in accordance with the Borrower’s standard policies and (2) sales to such Borrower Joint Venture are conducted on
arm’s length terms) or (iii) any employee, officer, director, agent or stockholder of any Credit Party or Affiliate of
any Credit Party or of any Borrower Joint Venture;


 


(m)      
Qualified Receivables with respect to which the Account Debtor on such Receivables or any of its Affiliates is also a supplier
to or creditor of a Credit Party, to the extent of the applicable offset (it being understood that ineligibility under this clause
(m) shall be calculated as set forth in Exhibit D);


 


(n)      
Qualified Receivables which are subject to any deduction, reduction, partial payment, debit memos, chargebacks, counterclaim,
discount, allowance, rebate, credit, return privilege, exchange rate adjustment, other adjustments or other conditions other than
volume sales discounts given in the ordinary course of business of the applicable Credit Party; provided, however, that
such Receivables shall be ineligible pursuant to this clause (n) only to the extent of such deduction, reduction, partial payment,
debit memo, chargeback, counterclaim, discount, allowance, rebate, credit, return privilege, exchange rate adjustment, other adjustment
or other condition;


 


(o)      
Qualified Receivables which do not comply in all material respects with the requirements of all applicable laws and regulations,
whether Federal, state or local, including the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation
Z of the Federal Reserve Board;


 


(p)      
Qualified Receivables which are for goods that have been sold under a purchase order or pursuant to the terms of a contract
or other agreement or understanding (whether written or oral) that indicates or purports that any Person other than a Credit Party
has an ownership interest in such goods, or which indicates that any Person other than a Credit Party as payee or remittance party;


 


(q)      
Qualified Receivables (i) with respect to which any check or other instrument or payment has been returned uncollected
for any reason or (ii) which are evidenced by any promissory note, chattel paper or instrument;


 






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(r)        Qualified
Receivables as to which the underlying contract or agreement is governed by (or, if no governing law is expressed therein, is
deemed to be governed by) the laws of any jurisdiction other than the United States, any state thereof or the District of
Columbia or Canada or any province thereof;


 


(s)       
Qualified Receivables which were acquired or originated by a Person acquired in a Permitted Acquisition, including, for
the avoidance of doubt, the Specified Acquisition, to the extent the Qualified Receivables of such Person is in excess of the
lesser of (x) 10% of the aggregate amount of the Lenders’ Commitments at such time and (y) 10% of the Aggregate Borrowing
Base (as reported in the most recent Borrowing Base Certificate delivered to the Administrative Agent in accordance herewith)
then in effect (until such time as the Administrative Agent has received the results of a field examination and appraisal as to
such Qualified Receivables and such Person, which field examination and appraisal is reasonably satisfactory to the Administrative
Agent); it being understood that only the excess of the Qualified Receivables of such Person over the lesser of the foregoing
clauses (x) or (y) shall constitute “Ineligible Receivables”; or


 


(t)       
such other Qualified Receivables as may be deemed ineligible by the Collateral Agent from time to time in its Permitted
Discretion.


 


“Interest Period” means,
with respect to each Eurodollar Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing
or on the date specified in the applicable Notice of Interest Rate Election and ending one, two, three or six months thereafter,
as the Borrower may elect in such notice; provided that:


 


(a)       any
Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;


 


(b)       any
Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and


 






    31


     


    

 


(c)       no
Interest Period may end after the Stated Termination Date.


 


“Internal Revenue Code”
or “Code” means the Internal Revenue Code of 1986, as amended from time to time.


 


“Interpolated Rate”
means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO
Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error)
to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period
(for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate
for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case,
at such time.


 


“Inventory” has the
meaning set forth in Article 9 of the UCC.


 


“Investment Grade Rating”
means a rating from any two of the following equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent)
by S&P or BBB- (or the equivalent) by Fitch.


 


“IRS” means the United
States Internal Revenue Service.


 


“LC Commitment Amount”
means (a) as to each LC Issuing Bank party hereto as of the Effective Date, the commitment amount set forth opposite its name
in the LC Commitment Schedule and (b) as to each LC Issuing Bank that becomes an LC Issuing Bank hereunder after the date hereof,
the commitment amount of such LC Issuing Bank set forth in the instrument under which such LC Issuing Bank becomes an LC Issuing
Bank. The LC Commitment Amount of any LC Issuing Bank may be changed by written agreement between the Borrower and such LC Issuing
Bank, with notice to the Administrative Agent, without the consent of any other party hereto.


 


“LC Commitment Schedule”
means the LC Commitment Schedule attached hereto.


 


“LC Disbursement” means
a payment made by an LC Issuing Bank in respect of a drawing under a Letter of Credit.


 






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


 


“LC Issuing Bank” means
JPMorgan Chase Bank, N.A., Bank of America, N.A., Wells Fargo Bank, National Association, Barclays Bank PLC, BMO Harris Bank N.A.,
PNC Bank, National Association, SunTrust Bank, Credit Suisse AG, Cayman Islands Branch, Citibank, N.A., Morgan Stanley Bank, N.A.,
Citizens Bank, N.A., ING Capital LLC and any other Lender acceptable to the Administrative Agent and the Borrower that may agree
in its sole discretion to issue Letters of Credit hereunder, in each case in its capacity as an issuer of a Letter of Credit,
and their respective successors in such capacity as provided in ‎Section 2.16(i). Any LC Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “LC Issuing Bank”
shall include each such Affiliate with respect to Letters of Credit issued by it.


 


“LC Reimbursement Obligations”
means, at any time, all obligations of the Borrower to reimburse any LC Issuing Bank for amounts paid by it in respect of drawings
under Letters of Credit, including any portion of such obligations to which Lenders have become subrogated by making payments
to any LC Issuing Bank pursuant to ‎Section 2.16(e).


 


“LC Sublimit” means
$429,000,000.


 


“Lender Affiliate” means,
with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (other than a natural person) that is engaged in
making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of
an entity that administers or manages such Lender.


 


“Lender Parties” means
the Lenders, the LC Issuing Banks, and the Agents.


 


“Lenders” means the
Tranche A Lenders and the Tranche B Lenders. Unless the context requires otherwise, the term “Lenders” includes the
LC Issuing Banks.


 


“Letter of Credit” means
each Existing Letter of Credit and any letter of credit issued pursuant to this Agreement. For the avoidance of doubt, a Bi-Lateral
Letter of Credit (as defined in the Borrower Security Agreement) shall not be a Letter of Credit.


 






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“LIBO Screen Rate” has
the meaning set forth in the definition of “London Interbank Offered Rate” in Section 2.06.


 


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


 


“Liquidity” means the
sum of (i) the domestic cash and cash equivalents (excluding any disbursement deposit account the funds in which are used solely
for the payment of salaries and wages, employee benefits, workers’ compensation and similar expenses) of the Credit Parties
and (ii) Aggregate Facility Availability.


 


“Liquidity Condition”
means that, on any date of determination, the Borrower has Liquidity of not less than the sum of (x) $250,000,000 and (y) the
aggregate outstanding principal amount of all Maturing Senior Notes on such date of determination, at least $150,000,000 of which
Liquidity is comprised of Aggregate Facility Availability.


 


“Loan” means a Tranche
A Loan or a Tranche B Loan.


 


“Loan Documents” means
this Agreement, any promissory note issued by the Borrower pursuant to Section 2.17(d), the Security Documents and each Subsidiary
Guarantee Agreement.


 


“London Interbank Offered Rate”
has the meaning set forth in ‎Section 2.06(b).


 


“Long-Term Debt” means
any Debt that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability (other than operating
leases characterized as such in accordance with GAAP as in effect immediately prior to the Effective Date).


 


“Mark-to-Market Value”
has the meaning specified in the Borrower Security Agreement.


 






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“Material Adverse Change”
means any event, development or circumstance that has had or would reasonably be expected to have a material adverse effect on
(a) the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole or (b) the validity
or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder.


 


“Material Debt” means
Debt (other than (i) obligations in respect of the Loans and Letters of Credit and (ii) Debt owed by the Borrower or
one of its Subsidiaries solely to the Borrower or another Subsidiary of the Borrower), or obligations in respect of one or more
Hedging Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $100,000,000.
For purposes of determining Material Debt, the “principal amount” of the obligations of the Borrower or any Subsidiary
in respect of any Hedging Agreement at any time will be the maximum aggregate amount (after giving effect to any enforceable netting
agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time
in circumstances in which the Borrower or such Subsidiary was the defaulting party.


 


“Maturing Senior Notes”
has the meaning set forth in the definition of “Termination Date”.


 


“Maximum Facility Availability”
means an amount equal to the lesser of (x) the aggregate amount of the Lenders’ Commitments on such date and (y) the
Aggregate Borrowing Base on such date.


 


“Maximum Tranche A Availability”
means an amount equal to the lesser of (x) the aggregate amount of the Tranche A Lenders’ Tranche A Commitments on
such date and (y) the Tranche A Borrowing Base on such date.


 


“Maximum Tranche B Availability”
means an amount equal to the lesser of (x) the aggregate amount of the Tranche B Lenders’ Tranche B Commitments on
such date and (y) the Tranche B Borrowing Base on such date.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


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


 


“Notice of Borrowing”
has the meaning set forth in ‎Section 2.02.


 


“Notice of Interest Rate Election”
has the meaning set forth in ‎Section 2.07.


 






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


 


“Other Taxes” means
all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.24).


 


“Outside Processor”
means any Person that provides processing services with respect to Qualified Inventory owned by a Credit Party and on whose premises
Qualified Inventory is located, which premises are neither owned nor leased by such Credit Party.


 


“Participants” has the
meaning specified in ‎Section 9.04(e).


 


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


 


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


 


“Percentage” means,
with respect to any Lender, (a) with respect to the Tranche A Loans, the percentage of the total Tranche A Commitments represented
by such Lender’s Tranche A Commitment, (b) with respect to the Tranche B Loans, the percentage of the total Tranche B Commitments
represented by such Lender’s Tranche B Commitment and (c) with respect to all Loans, the percentage of the total Commitments
represented by such Lender’s Commitment; provided that in the case of Section 2.25 when a Defaulting Lender shall
exist, “Percentage” shall mean the percentage of the applicable Commitments (disregarding any Defaulting Lender’s
applicable Commitment) represented by such Lender’s applicable Commitment. If the Tranche A Commitments and/or the Tranche
B Commitments have terminated or expired, the Percentages will be determined based on the Tranche A Commitments and/or the Tranche
B Commitments (as applicable) most recently in effect, adjusted to give effect to any assignments and to any Lender’s status
as a Defaulting Lender at the time of determination.


 






    36


     


    

 


“Perfection Certificate”
means a certificate in the form of Exhibit A to the applicable Security Agreement or any other form approved by the Administrative
Agent.


 


“Permanently Idled Operations
Capital Expenditures” means Capital Expenditures in connection with existing capital assets that are identified in writing
to the Administrative Agent as permanently idled or sold to a third party and as not requiring any further Capital Expenditures
or investments.


 


“Permitted Acquisition”
means an acquisition permitted hereunder, by merger, consolidation, amalgamation or otherwise, by the Borrower or any Subsidiary
of assets (including assets constituting a business unit, line of business or division) or Equity Interests.


 


“Permitted Discretion”
means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender)
business judgment.


 


“Permitted Liens” means:


 


(a)       Liens
imposed by law or regulation for taxes that are not yet due or are being contested in good faith by appropriate proceedings;


 


(b)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, vendors’ and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being
contested in good faith by appropriate proceedings;


 


(c)       pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations (including deposits made in the ordinary course of business to cash collateralize letters
of credit described in the parenthetical in clause (i) of the definition of “Debt”);


 


(d)       Liens
or deposits to secure the performance of bids, trade contracts, leases, Hedging Agreements, statutory or regulatory obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature, and Liens imposed by statutory or common law
relating to banker’s liens or rights of set-off or similar rights relating to deposit accounts, in each case in the ordinary
course of business;


 






    37


     


    

 


(e)       Liens
arising in the ordinary course of business in favor of issuers of documentary letters of credit;


 


(f)       judgment
liens in respect of judgments that do not constitute an Event of Default under clause ‎‎(l) of ‎Article
7; and


 


(g)       easements,
zoning restrictions, rights-of-way, licenses, reservations, minor irregularities of title and similar encumbrances on real property
imposed by law or regulation or arising in the ordinary course of business that do not secure any monetary obligation and do not
materially detract from the value of the affected property for its current use or interfere with the ordinary conduct of business
of the Borrower or any Subsidiary;


 


provided that the term “Permitted
Liens” shall not include any Lien that secures Debt.


 


“Permitted Supply Chain Financing”
means any supply chain financing or other factoring transaction whereby the Receivables payable by a particular customer of a
Credit Party are sold or pledged as collateral by a Credit Party to a third-party financing source on a basis that is non-recourse
to the applicable Credit Party. Unless otherwise agreed by the Collateral Agent in its sole discretion, in no event shall Permitted
Supply Chain Financings applicable to more than ten Applicable Account Debtors be in effect at any time (it being understood that
Applicable Account Debtors that are Affiliates of each other shall count as a single Applicable Account Debtor for purposes of
the limitation set forth in this definition).


 


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


 


“Plan” means any employee
pension benefit plan (except a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Internal
Revenue Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA.


 


“Plan Asset Regulations”
means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 






    38


     


    

 


“Prevailing Eastern Time”
means “eastern standard time” as defined in 15 USC §263 as modified by 15 USC §260a.


 


“Pricing Schedule” means
the Pricing Schedule attached hereto.


 


“Prime Rate”
means, for any day, the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United
States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal
Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime
loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the
Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each
change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being
effective.


 


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


 


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


 


“QFC Credit Support”
has the meaning assigned to it in Section 9.17.


 


“Qualified Equity Interests”
means any Equity Interests that are not Disqualified Equity Interests.


 


“Qualified Foreign Account Debtor”
means an Account Debtor that is a Subsidiary of a Qualified Parent.


 


“Qualified Inventory”
means all Raw Materials Inventory, Semi-Finished Goods Inventory and Finished Goods Inventory held by a Credit Party in the normal
course of business and owned solely by such Credit Party (per plant level records whereby manufactured items are valued at pre-determined
costs and purchased items are valued at rolling average actual cost).


 


“Qualified Parent” means
any Person that (a) as of the Effective Date, is set forth on Schedule 1.01(b) hereto, as such schedule may be amended by
the Collateral Agent in its Permitted Discretion following the completion of customary field exam diligence or (b) after
the Effective Date, is identified by the Borrower and acceptable to the Collateral Agent in its Permitted Discretion following
the completion of customary field exam diligence.


 






    39


     


    

 


“Qualified Receivables”
means all Receivables that are directly created by a Credit Party in the ordinary course of business arising out of the sale
of Inventory by such Credit Party, which are at all times acceptable to the Collateral Agent in all respects in the exercise of
its reasonable judgment and the customary credit policies of the Collateral Agent.


 


“Quarterly Payment Dates”
means each March 31, June 30, September 30, and December 31.


 


“Rating Agency” means
each of S&P, Fitch and Moody’s.


 


“Raw Materials Inventory”
means any raw materials used or consumed in the manufacture or production of other inventory including, iron ore and sinter, coke,
coal, limestone and other alloys and fluxes, steel scrap and iron scrap .


 


“Receivables” means
any account or payment intangible (each as defined in the UCC) and any other right, title or interest which, in accordance with
GAAP, would be included in receivables on a consolidated balance sheet of the Borrower.


 


“Recipient” means the
Administrative Agent, any LC Issuing Bank or any Lender, as applicable.


 


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


 


“Regulation U” means
Regulation U of the Federal Reserve Board, as in effect from time to time.


 


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


 


“Release Conditions”
has the meaning assigned to such term in each Security Agreement.


 


“Repayment Date” means
the date on which all Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable
hereunder have been paid in full and all Letters of Credit have expired or been cancelled and all LC Disbursements have been reimbursed.


 


“Required Lenders” means,
at any time, Lenders having more than 50% of the aggregate Credit Exposures of all Lenders at such time, in each case exclusive
of Defaulting Lenders.


 






    40


     


    

 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in
the Borrower, or any payment (whether in cash, securities or other property) or incurrence of an obligation by the Borrower or
any of its Subsidiaries, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interest in the Borrower (including, for this purpose, any payment in respect of any
Equity Interest under a Synthetic Purchase Agreement).


 


“Revitalization Program”
means the multi-year, comprehensive asset revitalization program announced by the Borrower on January 31, 2017 pursuant to which
up to $2,000,000,000 shall be invested by the Borrower in the improvement of safety, quality, delivery and cost and delivery performance
of the Borrower’s capital and other assets.


 


“Revolving Credit Period”
means the period from and including the Effective Date to, but excluding, the Termination Date.


 


“S&P” means Standard
 & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


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


 


“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, Her
Majesty’s Treasury of the United Kingdom, the European Union or any European Union member state, (b) any Person operating,
organized or resident in a Sanctioned Country, (c) any Person owned (individually or in the aggregate, directly or indirectly)
or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the
subject of any Sanctions.


 


“Sanctions” means economic
or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including
those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State,
(b) the United Nations Security Council, (c) the European Union, (d) any European Union member state or (e) Her Majesty’s
Treasury of the United Kingdom.


 


“SEC” means the United
States Securities and Exchange Commission.


 






    41


     


    

 


“Secured Derivative Obligations”
has the meaning specified in Section 1 of the Borrower Security Agreement.


 


“Secured Obligations”
means any and all “Secured Obligations”, as defined in any Security Agreement.


 


“Secured Parties” means
any and all “Secured Parties", as defined in any Security Agreement.


 


“Security Agreement”
means each of the Borrower Security Agreement and the Subsidiary Security Agreement.


 


“Security Documents”
means each Security Agreement and each other security agreement, instrument or document executed and delivered pursuant to ‎Section
5.10 to secure any of the Secured Obligations.


 


“Semi-Finished Goods Inventory”
means semi-finished goods produced or used by a Credit Party in the ordinary course of business, including slabs, blooms, rounds,
coiled strip, black plate, sheets hot rolled and cold rolled, unfinished tubes and pig iron.


 


“Senior Debt Rating”
means a rating of the Borrower’s senior long-term debt that is not secured or supported by a guarantee, letter of credit
or other form of credit enhancement; provided that if a Senior Debt Rating by a Rating Agency is required to be at or above
a specified level and such Rating Agency shall have changed its system of classifications after the date hereof, the requirement
will be met if the Senior Debt Rating by such Rating Agency is at or above the new rating which most closely corresponds to the
specified level under the old rating system; and provided further that the Senior Debt Rating in effect on any date is
that in effect at the close of business on such date.


 


“Senior Notes” means
any of the 2020 Notes, the 2021 Notes and any Additional Senior Secured Debt.


 


“Senior Notes Documents”
means (a)(i) the Indenture, dated as of May 21, 2007, between the Borrower and the Senior Notes Trustee and (ii) the Fourth
Supplemental Indenture, dated as of March 19, 2010, between the Borrower and the Senior Notes Trustee, (b) the Indenture
dated as of May 10, 2016, between the Borrower and U.S. Bank National Association (and its successors in such capacity) and (c)
with respect to any Additional Senior Secured Debt, the indenture, supplemental indenture, credit agreement or similar instrument
governing or otherwise establishing such Additional Senior Secured Debt.


 






    42


     


    

 


“Senior Notes
Event” means, with respect to any series of Senior Notes, any of the following: (a) the redemption, repayment,
defeasance or other discharge, in full, of such series of Senior Notes (including, in each case, all accrued but unpaid
interest, fees and other amounts in respect thereof) in accordance with the terms of the applicable Senior Notes Documents
(other than with the proceeds of Debt); (b) the amendment to or other modification of such series of Senior Notes and the
applicable Senior Notes Documents causing the stated maturity date of such series of Senior Notes to be extended to a date
that is at least 91 days after the Stated Termination Date; and/or (c) the refinancing of such series of Senior Notes with
Debt having a maturity date that is at least 91 days after the Stated Termination Date; provided that, in the case of clauses
(b) and (c) of this definition, such series of Senior Notes as so amended, or any refinancing indebtedness in respect
thereof, do not require (i) any amortization prior to the date that is 91 days after the Stated Termination Date or (ii) any
mandatory prepayment or redemption at the option of the holders thereof (except for redemptions in respect of assets sales
and changes in control) prior to the date that is 91 days after the Stated Termination Date.


 


“Senior Notes Trustee”
means The Bank of New York Mellon and its successors in such capacity.


 


“Share Repurchase Program”
means any agreement, combination of agreements or policy of the Borrower (which policy has been approved by a majority of the
board of directors of the Borrower) that is in effect on the Effective Date, pursuant to which the Borrower is or may become obligated
to repurchase Equity Interests issued by it that are held by third parties in an amount determined by reference to the price or
value of the Borrower’s Equity Interests so repurchased at the time of such repurchase.


 


“Significant Subsidiary”
means any Subsidiary Guarantor and any subsidiary of the Borrower, whether now or hereafter owned, formed or acquired that, at
the time of determination is a “significant subsidiary” of the Borrower, as such term is defined on the date of this
Agreement in Regulation S-X of the SEC (a copy of which is attached as Exhibit G).


 


“Specified Acquisition”
means the acquisition by U.S. Steel Holdco LLC, directly or indirectly, of 49.9% of the equity interests in Big River Steel Holdings
LLC pursuant to the Big River Acquisition Agreement.


 


“Specified Lender” means
a Defaulting Lender or a Downgraded Lender.


 






    43


     


    

 


“Stated Termination Date”
means the fifth anniversary of the Effective Date.


 


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


 


“Subsidiary” of a Person
means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned directly, or indirectly through one or more intermediaries, or both, by such Person; provided that the Excluded Subsidiary
shall not be considered a Subsidiary of the Borrower. Unless otherwise specified, all references herein to a “Subsidiary”
or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. By way of clarification and not
limitation, consolidated Subsidiaries do not include variable interest entities—i.e., entities subject to consolidation
according to the provisions of the Financial Accounting Standards Board Interpretation No. 46 “Consolidation of Variable
Interest Entities” as revised.


 


“Subsidiary Guarantee Agreement”
means each of (a) the Guarantee Agreement, dated as of March 1, 2016, by U.S. Steel Seamless Tubular Operations, LLC, for
the benefit of JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, (b) the Subsidiary Guarantee Agreement,
dated as of November 13, 2018, by United States Steel International, Inc. for the benefit of JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent, (c) the Subsidiary Guarantee Agreement, dated as of May 21, 2019, by U. S. Steel Oilwell Services,
LLC and U. S. Steel Tubular Products, Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and (d) each
other guarantee agreement entered into after the Effective Date by any Subsidiary Guarantor for the benefit of the Administrative
Agent and Collateral Agent substantially in the form of Exhibit E hereto.


 






    44


     


    

 


“Subsidiary Guarantor”
means any Domestic Subsidiary that (a) as of the Effective Date, is set forth on Schedule 1.01(a) hereto and (b) after the Effective
Date, the Borrower elects to cause to become a Subsidiary Guarantor by fulfilling the Collateral and Guarantee Requirement, in
each case, until such time as such Subsidiary Guarantor ceases to be a Subsidiary Guarantor pursuant to the terms of its Subsidiary
Guarantee Agreement and the other Loan Documents.


 


“Subsidiary Security Agreement”
means the Second Amended and Restated Subsidiary Security Agreement dated as of the Effective Date, between U.S. Steel Seamless
Tubular Operations, LLC, United States Steel International, Inc., U.S. Steel Oilwell Services, LLC and U.S. Steel Tubular Products,
Inc., the other Subsidiary Guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as the Collateral Agent,
substantially in the form of Exhibit C-2 hereto.


 


“Supported QFC” has
the meaning assigned to it in Section 9.17.


 


“Synthetic Purchase Agreement”
means any swap, derivative or other agreement or combination of agreements pursuant to which the Borrower or a Subsidiary is or
may become obligated to make (i) any payment in connection with the purchase by any third party, from a Person other than the
Borrower or a Subsidiary, of any Equity Interest or (ii) any payment (other than on account of a permitted purchase by it of any
Equity Interest) the amount of which is determined by reference to the price or value at any time of any Equity Interest; provided
that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of
the Borrower or its Subsidiaries (or their heirs or estates) will be deemed to be a Synthetic Purchase Agreement.


 


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


 






    45


     


    

 


“Termination Date”
means the Stated Termination Date; provided, however, that if, as of the Early Maturity Date with respect to
any series of Senior Notes, a Senior Notes Event with respect to such series of Senior Notes has not occurred (such series,
 “Maturing Senior Notes”), then the Termination Date shall be the Early Maturity Date with respect to such
Maturing Senior Notes (the occurrence of the event described in this proviso, an “Early Maturity Event”); provided
further, however, that if a Senior Notes Event with respect to such Maturing Senior Notes has not occurred prior
to the Early Maturity Date with respect to such Maturing Senior Notes, but as of the Early Maturity Date with respect to such
Maturing Senior Notes (I) the Liquidity Condition is satisfied or (II) the aggregate outstanding principal amount
of all Maturing Senior Notes (including any Maturing Senior Notes with respect to any other series of Senior Notes) as of
such Early Maturity Date does not exceed $65,000,000, then (a) an Early Maturity Event shall not occur and (b) the
Termination Date shall continue to be the Stated Termination Date unless, as of any time (the date on which such time occurs,
the “Accelerated Termination Date”) on or after the Early Maturity Date with respect to such Maturing
Senior Notes when a Senior Notes Event with respect to such Maturing Senior Notes has not occurred, (x) the Liquidity
Condition is not satisfied and (y) the condition specified in clause (II) above is not satisfied, in which event the
Termination Date shall be the Accelerated Termination Date. In addition, with respect to any series of Senior Notes, if (A)
the Senior Notes Documents have been amended in order to cause a Senior Notes Event set forth in clause (b) of the definition
thereof to occur, or if any of the Senior Notes have been refinanced with Debt in order to cause a Senior Notes Event set
forth in clause (c) of the definition thereof to occur and (B) the Senior Notes Documents (or the operative documents in
respect of any such refinancing Debt) are subsequently amended or modified such that the conditions set forth in clause (b)
or (c), as the case may be, of the definition of “Senior Notes Event” are no longer satisfied, then, unless at
the applicable time (x) the Liquidity Condition is satisfied or (y) the condition specified in clause (II) above is
satisfied, the Termination Date shall be the date of such amendment or modification (or, if such amendment or
modification occurs before the Early Maturity Date with respect to such series of Senior Notes, shall be the Early Maturity
Date with respect to such series of Senior Notes).


 


“Third-Party Location”
means any property that is either owned or leased by (a) a Third-Party Warehouseman, (b) an Outside Processor, or (c) a Borrower
Joint Venture.


 


“Third-Party Warehouseman”
means any Person on whose premises Qualified Inventory is located, which premises are neither owned nor leased by a Credit Party,
any customer of or vendor to a Credit Party, or an Outside Processor.


 


“Total Outstanding Amount”
means, at any date, the sum of the aggregate outstanding principal amount of all Loans plus the aggregate LC Exposures of all
Lenders at such date.


  



    46


     


    





 


“Total Tranche A Outstanding Amount”
means, at any date, the sum of the aggregate outstanding principal amount of all Tranche A Loans plus the aggregate LC Exposures
of all Tranche A Lenders at such date.


 


“Total Tranche B Outstanding Amount”
means, at any date, the aggregate outstanding principal amount of all Tranche B Loans at such date.


 


“Tranche A Available Inventory”
means, at any time, the sum of:


 


(a)       the
lesser of (i) 80% of Eligible Finished Goods Inventory and (ii) the product of (x) 85% of the net recovery rates as determined
by an independent appraisal multiplied by (y) Eligible Finished Goods Inventory; plus


 


(b)       the
lesser of (i) 75% of Eligible Semi-Finished Goods Inventory and (ii) the product of (x) 85% of the net recovery rates as determined
by an independent appraisal multiplied by (y) Eligible Semi-Finished Goods Inventory; plus


 


(c)       the
lesser of (i) 75% of Eligible Raw Materials Inventory and (ii) the product of (x) 85% of the net recovery rates as determined by
an independent appraisal multiplied by (y) Eligible Raw Materials Inventory.


 


“Tranche A Available Receivables”
means, at any time, the sum of (a) 85% of Eligible Receivables (other than Eligible Investment Grade Receivables) plus (b) 90%
of Eligible Investment Grade Receivables (in each case, it being understood that Eligible Receivables shall not include any Receivables
that have been transferred pursuant to, or that secure, a Permitted Supply Chain Financing).


 


“Tranche A Borrowing Base”
means, at any time, subject to adjustment as provided in ‎Section 5.07(c), an amount equal to the sum of (i) Tranche A Available
Receivables plus (ii) Tranche A Available Inventory. Standards of eligibility and reserves and advance rates of the Tranche
A Borrowing Base may be revised and adjusted from time to time by the Collateral Agent in its Permitted Discretion; provided
that any such changes in such standards shall be effective five Business Days after delivery of notice thereof to the Borrower;
and provided, further that the Collateral Agent shall not increase advance rates above the percentages specified
in the definitions of “Tranche A Available Inventory” and “Tranche A Available Receivables”,
or standards of eligibility from those specified herein in a manner that causes the Tranche A Borrowing Base to be increased, except
pursuant to an amendment effected in accordance with ‎Section 9.02.


 


“Tranche A
Commitment” means (i) with respect to each Lender listed on the Commitment Schedule, the amount set forth opposite
such Lender’s name under the heading “Tranche A Commitment” on the Commitment Schedule, (ii) with respect
to each Additional Lender, the amount of the Tranche A Commitment assumed by it pursuant to ‎Section 2.15 and (iii)
with respect to any substitute Lender or an assignee that becomes a Lender pursuant to Section ‎2.24 or ‎9.04,
the amount of the transferor Lender’s Tranche A Commitment assigned to it pursuant to Section ‎9.04, in each case
as such amount may be changed from time to time pursuant to Section ‎2.09 or ‎9.04; provided that, if the
context so requires, the term “Tranche A Commitment” means the obligation of a Lender to extend credit up
to such amount to the Borrower hereunder. As of the Effective Date, the Tranche A Commitments are $1,850,000,000.


 






    47


     


    

 


“Tranche A Lenders” means,
as of any date, Persons having a Tranche A Commitment.


 


“Tranche A Loans” means
a loan made pursuant to Section 2.01(a) by any Tranche A Lender; provided that, if any such loan or loans (or portions thereof)
are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Tranche A Loan” shall refer
to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.


 


“Tranche B Available Inventory”
means, at any time, the sum of:


 


(a)       the
lesser of (i) 7.5% of Eligible Finished Goods Inventory and (ii) the product of (x) 7.5% of the net recovery rates as determined
by an independent appraisal multiplied by (y) Eligible Finished Goods Inventory; plus


 


(b)       the
lesser of (i) 7.5% of Eligible Semi-Finished Goods Inventory and (ii) the product of (x) 7.5% of the net recovery rates as determined
by an independent appraisal multiplied by (y) Eligible Semi-Finished Goods Inventory; plus


 


(c)       the
lesser of (i) 7.5% of Eligible Raw Materials Inventory and (ii) the product of (x) 7.5% of the net recovery rates as determined
by an independent appraisal multiplied by (y) Eligible Raw Materials Inventory.


 


“Tranche B Available Receivables”
means, at any time, the sum of (a) 7.5% of Eligible Receivables (other than Eligible Investment Grade Receivables) plus (b) 2.5%
of Eligible Investment Grade Receivables (in each case, it being understood that Eligible Receivables shall not include any Receivables
that have been transferred pursuant to, or that secure, a Permitted Supply Chain Financing).


 






    48


     


    

 


“Tranche B Borrowing
Base” means, at any time, subject to adjustment as provided in ‎Section 5.07(c), an amount equal to the sum
of (i) Tranche B Available Receivables plus (ii) Tranche B Available Inventory. Standards of eligibility and reserves
and advance rates of the Tranche B Borrowing Base may be revised and adjusted from time to time by the Collateral Agent in
its Permitted Discretion; provided that any such changes in such standards shall be effective five Business Days after
delivery of notice thereof to the Borrower; and provided, further that the Collateral Agent shall not increase
advance rates above the percentages specified in the definitions of “Tranche B Available Inventory” and
 “Tranche B Available Receivables”, or standards of eligibility from those specified herein in a manner
that causes the Tranche B Borrowing Base to be increased, except pursuant to an amendment effected in accordance with
 ‎Section 9.02.


 


“Tranche B Commitment”
means (i) with respect to each Lender listed on the Commitment Schedule, the amount set forth opposite such Lender’s name
under the heading “Tranche B Commitment” on the Commitment Schedule, (ii) with respect to each Additional Lender, the
amount of the Tranche B Commitment assumed by it pursuant to ‎Section 2.15 and (iii) with respect to any substitute Lender
or an assignee that becomes a Lender pursuant to Section ‎2.24 or ‎9.04, the amount of the transferor Lender’s
Tranche B Commitment assigned to it pursuant to Section ‎9.04, in each case as such amount may be changed from time to time
pursuant to Section ‎2.09 or ‎9.04; provided that, if the context so requires, the term “Tranche B
Commitment” means the obligation of a Lender to extend credit up to such amount to the Borrower hereunder. As of the
Effective Date, the Tranche B Commitments are $150,000,000.


 


“Tranche B Lenders” means,
as of any date, Persons having a Tranche B Commitment.


 


“Tranche B Loans” means
a loan made pursuant to Section 2.01(b) by any Tranche B Lender; provided that, if any such loan or loans (or portions thereof)
are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Tranche B Loan” shall refer
to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.


 


“Transaction Liens” means
the Liens on Collateral granted by the Credit Parties under the Security Documents.


 






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“UCC” means the Uniform
Commercial Code as in effect from time to time in the State of New York.


 


“Undisclosed Administration”
means in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian
or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is
subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed; provided
that, for the avoidance of doubt, at any time that such appointment is publicly disclosed, such appointment shall no longer be
considered an Undisclosed Administration.


 


“United States” or “U.S.”
means the United States of America.


 


“U.S. Person” means
any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Special Resolution Regime”
has the meaning assigned to it in Section 9.17.


 


“U.S. Tax Compliance Certificate”
has the meaning assigned to such term in Section 2.22(f)(ii)(B)(3).


 


“Valuation Reserves”
means the sum of the following:


 


(a)       a
favorable variance reserve for variances between pre-determined cost and actual costs;


 


(b)       a
calculated revaluation reserve, as determined by the Collateral Agent in its Permitted Discretion;


 


(c)       a
reserve for costs incurred at headquarters which are allocated to Inventory;


 


(d)       a
lower of cost or market reserve which includes all Inventory sold for less than pre-determined cost as deemed appropriate by the
Collateral Agent in its Permitted Discretion;


 


(e)       a
reserve for iron ore transportation costs, as determined by the Collateral Agent in its Permitted Discretion; and


 


(f)       such
other reserves as may be deemed appropriate by the Collateral Agent from time to time in its Permitted Discretion.


 






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“Vendor Financing Facility”
has the meaning specified in Section 1 of the Borrower Security Agreement.


 


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


 


“Write-Down and Conversion Powers”
means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from
time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described
in the EU Bail-In Legislation Schedule.


 


Section 1.02. Types of
Borrowing. The term “Borrowing” denotes (i) the aggregation of Tranche A Loans or Tranche B Loans made or to
be made to the Borrower pursuant to ‎Article 2 on the same day, all of which Loans are of the same type and, except in
the case of Base Rate Loans, have the same initial Interest Period or (ii) if the context so requires, the borrowing of such
Tranche A Loans or Tranche B Loans. Borrowings are classified for purposes of this Agreement by reference to the pricing of
Loans comprising such Borrowing (e.g., a “Eurodollar Borrowing” is a Borrowing comprised of Eurodollar
Loans).


 


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


 






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Section 1.04. Accounting Terms; Changes
in GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent in
writing that the Borrower wishes to eliminate the effect of any change occurring after the date hereof in GAAP or in the application
thereof with respect to any provision hereof (or if the Administrative Agent notifies the Borrower that the Required Lenders wish
to make a similar request), regardless of whether such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be applied on the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or the applicable provision of this Agreement is amended in accordance
herewith.


 


Section 1.05. Interest Rates.
The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to,
the administration, submission or any other matter (other than as expressly set forth in this Agreement) related to the
London Interbank Offered Rate or other rates in the definition of “London Interbank Offered Rate” or with respect
to any alternative, comparable or successor rate thereto, or replacement rate therefor, including without limitation, whether
the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be
adjusted pursuant to Section 2.19, will be similar to, or produce the same value or economic equivalence of, the London
Interbank Offered Rate or have the same volume or liquidity as did the London Interbank Offered Rate prior to its
discontinuance or unavailability.


 


Section 1.06. Outstanding Obligations
under Existing Credit Agreement; Reaffirmation; and Reallocation of Commitments.


 


(a)           
The Borrower acknowledges and agrees that all “Secured Obligations” (as defined in the Existing Credit Agreement)
outstanding immediately prior to the Effective Date (collectively, the “Existing Obligations”) constitute valid
and binding obligations of Borrower and Guarantors without offset, counterclaim, defense or recoupment of any kind. Each party
hereto acknowledges and agrees that, on the Effective Date, the following transactions shall be deemed to occur automatically,
without further action by any party hereto: (a) the Existing Credit Agreement shall be amended and restated in its entirety in
the form of this Agreement; provided that the rights and obligations of the parties hereto with respect to periods prior
to the Effective Date shall be governed by the Existing Credit Agreement, (b) all Existing Obligations which remain unpaid and
outstanding as of the Existing Date shall be in all respects continuing and remain outstanding and payable under this Agreement
and the other Loan Documents, with only the terms being modified from and after the Effective Date as provided in this Agreement
and the other Loan Documents, (c) the Loan Documents, including the Liens and security interests created thereunder in favor of
the Collateral Agent, for the benefit of the Secured Parties, as security for the Existing Obligations, are reaffirmed, amended
or amended and restated on the Effective Date, and the guarantees of the Existing Obligations, as reaffirmed, amended or amended
and restated on the Effective Date, as the case may be, are in all respects continuing and shall remain in full force and effect
with respect to all Secured Obligations hereunder and are hereby reaffirmed, (d) notwithstanding anything in Section 2.16 to the
contrary, all Existing Letters of Credit will constitute Letters of Credit under this Agreement and (e) all references in the Loan
Documents (other than this Agreement and any Loan Document amended and restated on the Effective Date) to the Existing Credit Agreement
shall be deemed to refer without further amendment to this Agreement


 






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(b)           
Upon the Effective Date, the Administrative Agent shall make such reallocations, if any, of each Lender’s Percentage
of the total Credit Exposure of all Loans as are necessary in order that the Credit Exposure with respect to such Lender reflects
such Lender’s Percentage of the total Credit Exposure of all Loans under the Agreement. The Borrower hereby agrees to compensate
each Lender for any and all losses, costs, and expenses incurred by such Lender in connection with any sale or assignment of Eurodollar
Loans necessary to effect the reallocation heretofore described on terms and in the manner set forth in Section 2.21 of the Existing
Credit Agreement. Upon the Effective Date, automatically and without further action by any party hereto, (i) the Commitment of
any Departing Lender shall be terminated, (ii) each Departing Lender will cease to be a Lender party to this Agreement and (iii)
all outstanding Loans and accrued fees and other amounts payable under the Existing Credit Agreement for the account of any Departing
Lender shall be due and payable on the Effective Date. Nothing contained in this Agreement or any other Loan Document shall constitute
or be construed as a novation of any of the Obligations under the Existing Credit Agreement. The Lenders that are parties to the
Existing Credit Agreement, comprising the “Required Lenders” as defined in the Existing Credit Agreement hereby waive
any requirement of prior notice of termination of the Commitments (as defined in the Existing Credit Agreement) pursuant to Section
2.09 thereof and of prepayment of loans thereunder, to the extent necessary.


 


Section 1.07 Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any
comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation
or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to
have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new
Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests
at such time.


 






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Article
2

The Credits


 


Section 2.01. Commitments to Lend. 


 


(a)            Each
Tranche A Lender severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the
Borrower pursuant to this Section from time to time during the Revolving Credit Period; provided that (A) no Tranche A
Loan shall be made pursuant to this Section 2.01(a) (other than any Tranche A Loan made pursuant to Section 2.16(e)) at any
time when the Total Tranche B Outstanding Amount is less than the Maximum Tranche B Availability and (B) immediately after
each such loan is made: (1) the sum of the aggregate outstanding principal amount of such Tranche A Lender’s Tranche A
Loans plus the aggregate amount of such Tranche A Lender’s LC Exposure shall not exceed its Tranche A
Commitment, (2) the Total Tranche A Outstanding Amount shall not exceed the Maximum Tranche A Availability and (iii) the
Total Outstanding Amount shall not exceed the Maximum Facility Availability. Subject to Section 2.02(c), each Borrowing under
this Section shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that (x)
any such Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso and (y) any Base
Rate Borrowing pursuant to ‎Section 2.16(e) may be in the amount specified therein) and shall be made from the several
Tranche A Lenders ratably in proportion to their respective Tranche A Commitments. Within the foregoing limits, the Borrower
may borrow under this Section, repay, or to the extent permitted by ‎Section 2.11, prepay Tranche A Loans and re-borrow
under this ‎Section 2.01.


 


(b)           
Each Tranche B Lender severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the Borrower
pursuant to this Section from time to time during the Revolving Credit Period; provided that, immediately after each such
loan is made: (i) the aggregate outstanding principal amount of such Tranche B Lender’s Tranche B Loans shall not exceed
its Tranche B Commitment, (ii) the Total Tranche B Outstanding Amount shall not exceed the Maximum Tranche B Availability and (iii)
the Total Outstanding Amount shall not exceed the Maximum Facility Availability. Subject to Section 2.02(c), each Borrowing under
this Section shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000 (except that any such
Borrowing may be in the aggregate amount available within the limitations in the foregoing proviso) and shall be made from the
several Tranche B Lenders ratably in proportion to their respective Tranche B Commitments. Within the foregoing limits, the Borrower
may borrow under this Section, repay, or to the extent permitted by ‎Section 2.11, prepay Tranche B Loans and re-borrow under
this ‎Section 2.01.


 






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Section 2.02. Notice of Committed Borrowing.
The Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”) not later than (x) Noon
(Prevailing Eastern Time) on the date of each Base Rate Borrowing and (y) 11:00 A.M. (Prevailing Eastern Time) on the third Business
Day before each Eurodollar Borrowing, specifying:


 


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


 


(b)           
the aggregate amount of such Borrowing,


 


(c)           
whether such Borrowing is of Tranche A Loans or Tranche B Loans; provided that, notwithstanding any minimum Dollar
threshold set forth in Section 2.01, such Borrowing shall be Tranche A Loans unless the Total Tranche B Outstanding Amount is less
than the Maximum Tranche B Availability, in which case up to an amount equal to the Maximum Tranche B Availability minus
the Total Tranche B Outstanding Amount shall be Tranche B Loans, and the remaining amount of such Borrowing shall be Tranche A
Loans;


 


(d)           
whether the Loans comprising such Borrowing are to be Base Rate Loans or Eurodollar Loans, and


 


(e)           
in the case of a Eurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions
of the definition of Interest Period.


 


Section 2.03. [Reserved].


 


Section 2.04. Notice to Lenders; Funding
of Loans. 


 


(a)           
Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each applicable Lender of the contents
thereof and of such Lender’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the
Borrower.


 


(b)           
Not later than 2:00 P.M. (Prevailing Eastern Time) on the date of each Borrowing, each applicable Lender shall (except as
provided in subsection (c) of this Section) make available its share of such Borrowing, in Federal or other funds immediately available
in New York City, to the Administrative Agent at its address referred to in ‎Section 9.01. Unless the Administrative Agent
determines that any applicable condition specified in ‎Article 4 has not been satisfied, the Administrative Agent will make
the funds so received from the applicable Lenders available to the Borrower at the Administrative Agent’s aforesaid address.


 






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(c)           
If any Lender makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan
from such Lender, such Lender shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference
(if any) between the amount being borrowed and the amount being repaid shall be made available by such Lender to the Administrative
Agent as provided in subsection (b), or remitted by the Borrower to the Administrative Agent as provided in ‎Section 2.11(a),
as the case may be.


 


(d)           
Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections
 ‎(b) and ‎(c) of this ‎Section 2.04 and the Administrative 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
share available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative 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 Administrative Agent, at (i) in the case of the Borrower, a rate per
annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to ‎Section 2.07 or
(ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding
amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement.


 


Section 2.05. Maturity of Loans. Each
Loan shall mature, and the principal amount thereof shall be due and payable (together with accrued interest thereon), on the Termination
Date.


 


Section 2.06. Interest Rates. 


 


(a)           
Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan
is made until it becomes due, at a rate per annum equal to the sum of the Applicable Rate for such day plus the Base Rate
for such day. Such interest shall be payable quarterly in arrears on each Quarterly Payment Date. Any overdue principal of or interest
on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Applicable Rate for such day plus the Base Rate for such day.


 






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(b)           
Each Eurodollar Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest
Period applicable thereto, at a rate per annum equal to the sum of the Applicable Rate for such day plus the Adjusted LIBO
Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on the last day thereof and, if
such Interest Period is longer than three months, at intervals of three months after the first day thereof.


 


“Adjusted LIBO Rate”
means, with respect to any Group of Eurodollar Loans for any Interest Period, an interest rate per annum (rounded upward, if necessary,
to the next 1/16 of 1%) equal to (a) the London Interbank Offered Rate for such Interest Period multiplied by (b) the Statutory
Reserve Adjustment.


 


“London Interbank Offered Rate”
applicable to any Interest Period means the London interbank offered rate as administered by ICE Benchmark Administration (or any
other Person that takes over the administration of such rate for Dollars for a period equal in length to such Interest Period as
displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, if such rate does not appear on a Reuters
page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such
other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable
discretion; in each case the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall be less than zero, such rate
shall be deemed to be zero for the purposes of this Agreement; provided further, that if the LIBO Screen Rate shall not
be available at such time for such Interest Period (an “Impacted Interest Period”) then the London Interbank
Offered Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall
be deemed to be zero for purposes of this Agreement.


 


(c)           
Any overdue principal of or interest on any Eurodollar Loan shall bear interest, payable on demand, for each day from and
including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of
2% plus the higher of (i) the sum of the Applicable Rate for such day plus the Adjusted LIBO Rate applicable to such Loan
on the day before such payment was due and (ii) the Applicable Rate for such day plus the result obtained (rounded upward,
if necessary, to the next higher 1/100 of 1%) by multiplying (x) the rate per annum at which one day (or, if such amount due remains
unpaid more than three Business Days, then for such other period of time not longer than six months as the Administrative Agent
may select) deposits in dollars in an amount approximately equal to such overdue payment are offered by the principal London office
of the Administrative Agent in the London interbank market for the applicable period determined as heretofore provided by (y) the
Statutory Reserve Adjustment (or, if the circumstances described in ‎Section 2.19 shall exist, at a rate per annum equal
to the sum of 2% plus the Base Rate for such day).


 






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(d)            The
Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall
give prompt notice to the Borrower and the participating Lenders of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.


 


Section 2.07. Method of Electing Interest
Rates. 


 


(a)           
The Loans included in each Borrowing shall bear interest initially at the type of rate specified by the Borrower in the
applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest
rate borne by each Group of Loans (subject to ‎Section 2.07(d) and ‎Section 2.19), as follows:


 


(i)           
if such Loans are Base Rate Tranche A Loans, the Borrower may elect to convert such Loans to Eurodollar Tranche A Loans
as of any Business Day;


 


(ii)           
if such Loans are Base Rate Tranche B Loans, the Borrower may elect to convert such Loans to Eurodollar Tranche B Loans
as of any Business Day;


 


(iii)           
if such Loans are Eurodollar Tranche A Loans, the Borrower may elect to convert such Loans to Base Rate Tranche A Loans
as of any Business Day or to continue such Loans as Eurodollar Tranche A Loans for an additional Interest Period, subject to ‎Section
2.21 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans; and


 


(iv)           
if such Loans are Eurodollar Tranche B Loans, the Borrower may elect to convert such Loans to Base Rate Tranche B Loans
as of any Business Day or to continue such Loans as Eurodollar Tranche B Loans for an additional Interest Period, subject to ‎Section
2.21 if any such conversion is effective on any day other than the last day of an Interest Period applicable to such Loans.


 






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Each such election shall be made by
delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than
11:00 A.M. (Prevailing Eastern Time) on the third Business Day before the conversion or continuation selected in such notice
is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans
comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not
apply, are each at least $5,000,000 (unless such portion is comprised of Base Rate Loans). If no such notice is timely
received before the end of an Interest Period for any Group of Eurodollar Loans, the Borrower shall be deemed to have elected
that such Group of Loans be converted to Base Rate Loans at the end of such Interest Period.


 


(b)           
Each Notice of Interest Rate Election shall specify:


 


(i)           
the Group of Loans (or portion thereof) to which such notice applies and whether such Group of Loans (or portion thereof)
are Tranche A Loans or Tranche B Loans;


 


(ii)           
the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the
applicable clause of ‎Section 2.07(a);


 


(iii)           
if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans resulting from such conversion
are to be Eurodollar Loans, the duration of the next succeeding Interest Period applicable thereto; and


 


(iv)           
if such Group of Loans are to be continued as Eurodollar Loans for an additional Interest Period, the duration of such additional
Interest Period.


 


Each Interest Period specified in a Notice
of Interest Rate Election shall comply with the provisions of the definition of Interest Period.


 


(c)           
Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to ‎Section 2.07(a), the Administrative
Agent shall notify each applicable Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower.


 






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(d)           
The Borrower shall not be entitled to elect to convert any Loans to, or continue any Loans for an additional Interest Period
as, Eurodollar Loans if (i) the aggregate principal amount of any Group of Eurodollar Loans created or continued as a result of
such election would be less than $5,000,000 or (i) a Default shall have occurred and be continuing when the Borrower delivers notice
of such election to the Administrative Agent.


 


(e)           
If any Loan is converted to a different type of Loan, the Borrower shall pay, on the date of such conversion, the interest
accrued to such date on the principal amount being converted.


 


(f)           
A conversion or continuation pursuant to this ‎Section 2.07 is not a Borrowing.


 


Section 2.08. Fees.


 


(a)           
Commitment Fees. (i) The Borrower shall pay to the Administrative Agent for the account of each Tranche A Lender
a commitment fee, which shall accrue at (x) 0.25% per annum on the average daily unused amount of the Tranche A Commitment of such
Tranche A Lender if the average daily usage exceeds 331/3% of the aggregate Tranche A Commitments and (y) otherwise, 0.30% per
annum on the average daily unused amount of the Tranche A Commitment of such Tranche A Lender, during the period from and including
the Effective Date to the date on which such Tranche A Commitment terminates and (ii) the Borrower shall pay to the Administrative
Agent for the account of each Tranche B Lender a commitment fee, which shall accrue at (x) 0.25% per annum on the average daily
unused amount of the Tranche B Commitment of such Tranche B Lender if the average daily usage exceeds 331/3% of the aggregate Tranche
B Commitments and (y) otherwise, 0.30% per annum on the average daily unused amount of the Tranche B Commitment of such Tranche
B Lender, during the period from and including the Effective Date to the date on which such Tranche B Commitment terminates. All
commitment fees will be computed on the basis of a year of 360 days and will be payable for the actual number of days elapsed (including
the first day but excluding the last day). For purposes of computing commitment fees, a Lender’s Commitment will be deemed
to be used to the extent of its outstanding Loans and LC Exposure.


 


(b)           
Letter of Credit Fees. The Borrower shall pay (i) to the Administrative Agent for the account of the Tranche A Lenders
ratably a letter of credit fee accruing daily on the aggregate undrawn amount of all outstanding Letters of Credit at a rate per
annum equal to the Applicable Rate on Eurodollar Tranche A Loans for such day and (ii) to each LC Issuing Bank for its own account,
a letter of credit fronting fee in an amount equal to 0.125% per annum accruing daily on the aggregate amount then available for
drawing under all Letters of Credit issued by such LC Issuing Bank.


 






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(c)           
Payments. Accrued fees under this Section shall be payable quarterly in arrears on each Quarterly Payment Date, commencing
on the first such date to occur after the date hereof, and upon the date of termination of the Commitments in their entirety (or,
if later, the date on which the aggregate amount of the Credit Exposures is reduced to zero).


 


Section 2.09. Optional Termination or
Reduction of Commitments. 


 


(a)            The
Borrower may, upon at least three Business Days’ notice to the Administrative Agent, (i) terminate the Tranche A
Commitments at any time, if no Tranche A Loans or Letters of Credit or LC Reimbursement Obligations are outstanding at such
time, (ii) terminate the Tranche B Commitments at any time, if no Tranche B Loans are outstanding at such time, (iii) ratably
reduce from time to time by an aggregate amount of $5,000,000 or any larger multiple of $1,000,000, the aggregate amount of
the Tranche A Commitments in excess of the Total Tranche A Outstanding Amount or (iv) ratably reduce from time to time by an
aggregate amount of $5,000,000 or any larger multiple of $1,000,000, the aggregate amount of the Tranche B Commitments in
excess of the Total Tranche B Outstanding Amount, respectively; provided that no Tranche B Commitment may be
terminated or reduced unless, prior to or simultaneously with such termination or reduction, all Tranche A Loans are repaid
in full. If the LC Sublimit exceeds the aggregate amount of the Tranche A Commitments, the LC Sublimit shall automatically be
reduced by the amount of such excess.


 


(b)           
Promptly after receiving a notice of termination or reduction pursuant to this Section, the Administrative Agent shall notify
each Lender of the contents thereof and of such Lender’s ratable share of any such reduction, and such notice shall not thereafter
be revocable by the Borrower.


 


Section 2.10. Scheduled Termination of
Commitments. Unless previously terminated, the Commitments shall terminate on the Termination Date.


 


Section 2.11. Optional and Mandatory
Prepayments. 


 


(a)           
Subject in the case of any Group of Loans that are Eurodollar Loans to ‎Section 2.21, the Borrower may, upon at least
one Business Days’ notice to the Administrative Agent, prepay any Group of Loans that are Base Rate Loans or upon at least
three Business Days’ notice to the Administrative Agent, prepay any Group of Loans that are Eurodollar Loans, in each case
in whole at any time, or from time to time in part, in amounts aggregating $5,000,000 or any larger multiple of $1,000,000 (or
in either case, if less, the aggregate outstanding amount of the applicable Group of Loans), by paying the principal amount to
be prepaid together with accrued interest thereon to the date of prepayment; provided that no Tranche B Loan may be prepaid
unless, prior to or simultaneously with such prepayment, all Tranche A Loans are repaid in full and all outstanding LC Exposure
has been cash collateralized. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders
included in such Group.


 






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(b)            If
at any date the Total Outstanding Amount exceeds the Maximum Facility Availability calculated as of such date, then not later
than the next succeeding Business Day, the Borrower shall be required to prepay the Tranche A Loans (or, if no Tranche A
Loans are outstanding, deposit cash in a Cash Collateral Account to cash collateralize LC Exposures) in an amount equal to
such excess until the Total Outstanding Amount, net of the amount of cash collateral deposited in the Cash Collateral
Account, does not exceed the Maximum Facility Availability (or, if there are no Total Tranche A Outstanding Amounts at such
time, prepay the Tranche B Loans in an amount equal to such excess until the Total Outstanding Amount does not exceed the
Maximum Facility Availability).


 


(c)           
Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each applicable
Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter
be revocable by the Borrower.


 


Section 2.12. [Reserved].


 


Section 2.13. Computation of Interest
and Fees. Interest based on the Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a
leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest
and fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first
day but excluding the last day).


 


Section 2.14. [Reserved].


 


Section 2.15. Increased Commitments;
Additional Lenders. 


 


(a)           
From time to time subsequent to the Effective Date, the Borrower may, upon at least 30 days’ notice to the Administrative
Agent (which shall promptly provide a copy of such notice to the Tranche A Lenders or the Tranche B Lenders, as appropriate), propose
to increase the aggregate amount of the Commitments by an amount not to exceed $500,000,000; provided that the aggregate
amount of the Tranche B Commitments shall not be increased by greater than $37,500,000 (the amount of any such increase, the “Increased
Commitments”). Each Tranche A Lender (or, solely in the case of an Increased Commitment in respect of the Tranche B Commitments,
each Tranche B Lender) party to this Agreement at such time shall have the right (but no obligation), for a period of 15 days following
receipt of such notice, to elect by notice to the Borrower and the Administrative Agent to increase its Tranche A Commitment or
Tranche B Commitment, as applicable, by a principal amount which bears the same ratio to the Increased Commitments as its then-effective
Commitment bears to the aggregate Commitments then existing. The failure of a Lender to respond to the Borrower’s request
for an increase shall be deemed a rejection of the Borrower’s request by such Lender.


 






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(b)           
If any Lender party to this Agreement shall not elect to increase its Commitment pursuant to subsection ‎(a) of this
Section, the Borrower may, within 10 days of the Lender’s response (or deemed response), designate one or more of the applicable
existing Lenders or other financial institutions acceptable to the Administrative Agent, the LC Issuing Banks and the Borrower
(which consent of the Administrative Agent and the LC Issuing Banks shall not be unreasonably withheld or delayed) which at the
time agree to (i) in the case of any such Person that is an existing Lender, increase its Commitment and (ii) in the case of any
other such Person (an “Additional Lender”), become a party to this Agreement. The sum of the increases in the
Commitments of the existing Lenders pursuant to this subsection ‎(b) plus the Commitments of the Additional Lenders shall
not in the aggregate exceed the unsubscribed amount of the Increased Commitments, and the increases in the Commitments of the existing
Lenders and the Commitments of the Additional Lenders made pursuant to this subsection ‎(b) shall be on the same terms (including
upfront fees) as were offered to the applicable Lenders pursuant to ‎Section 2.15(a) or on terms more advantageous to the
Borrower.


 


(c)           
[Reserved].


 


(d)           
Any increase in the Commitments pursuant to this ‎Section 2.15 shall be subject to satisfaction of the following conditions:


 


(i)           
immediately before and after giving effect to such increase, all representations and warranties contained in ‎Article
3 shall be true;


 


(ii)           
immediately before and after giving effect to such increase, no Default shall have occurred and be continuing; and


 






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(iii)           
after giving effect to such increase, the aggregate amount of all increases in Commitments made pursuant to ‎Section
2.15(a) shall not exceed $500,000,000; provided that the aggregate amount of all increases in Tranche B Commitments made
pursuant to Section 2.15(a) shall not exceed $37,500,000.


 


(e)            An
increase in the aggregate amount of the Commitments pursuant to this ‎Section 2.15 shall become effective upon the
receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to the Administrative
Agent signed by the Borrower, by each Additional Lender and by each other Lender whose Commitment is to be increased, setting
forth the new Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this
Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate or
other organizational authorization on the part of the Borrower with respect to the Increased Commitments and such opinions of
counsel for the Borrower with respect to the Increased Commitments as the Administrative Agent may reasonably request. This
Section 2.15(e) shall supersede anything to the contrary in Section 9.02(b).


 


(f)           
Upon (i) any increase in the aggregate amount of the Tranche A Commitments pursuant to this ‎Section 2.15 that is
not pro rata among all Tranche A Lenders, (x) within five Business Days, in the case of any Group of Base Rate Loans then outstanding,
and at the end of the then current Interest Period with respect thereto, in the case of any Group of Eurodollar Loans then outstanding,
the Borrower shall prepay such Group in its entirety and, to the extent the Borrower elects to do so and subject to the conditions
specified in ‎Article 4, the Borrower shall re-borrow Tranche A Loans from the Tranche A Lenders in proportion to their respective
Tranche A Commitments after giving effect to such increase, until such time as all outstanding Tranche A Loans are held by the
Tranche A Lenders in such proportion and (y) effective upon such increase, the amount of the participations held by each Lender
in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, the Lenders shall
hold participations in each such Letter of Credit in the proportion its respective Tranche A Commitment bears to the aggregate
Tranche A Commitments after giving effect to such increase and (ii) any increase in the aggregate amount of the Tranche B Commitments
pursuant to this Section 2.15 that is not pro rata among all Tranche B Lenders, within five Business Days, in the case of any Group
of Base Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any
Group of Eurodollar Loans then outstanding, the Borrower shall prepay such Group in its entirety and, to the extent the Borrower
elects to do so and subject to the conditions specified in ‎Article 4, the Borrower shall re-borrow Tranche B Loans from
the Tranche B Lenders in proportion to their respective Tranche B Commitments after giving effect to such increase, until such
time as all outstanding Tranche B Loans are held by the Tranche B Lenders in such proportion.


 






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Section 2.16. Letters of Credit.


 


(a)            General.
On the Effective Date, each LC Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each
of the Tranche A Lenders, and each of the Tranche A Lenders shall be deemed, without further action by any party hereto, to
have purchased from such LC Issuing Bank, a participation (on the terms specified in this Section) in each Existing Letter of
Credit issued by such Issuing Bank equal to such Tranche A Lender’s Percentage thereof. Concurrently with such sale,
the participations sold to the Existing Lenders pursuant to the terms of the Existing Credit Agreement shall be
automatically cancelled without further action by any of the parties hereto. Each Tranche A Lender acknowledges and agrees
that its obligation to acquire participations in Existing Letters of Credit pursuant to this subsection is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Tranche A Commitments, and that each payment by a Tranche A Lender to acquire such
participations shall be made without any offset, abatement, withholding or reduction whatsoever. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account or for the
account of any other Credit Party, in a form reasonably acceptable to the Administrative Agent and the applicable LC Issuing
Bank, from time to time during the Revolving Credit Period; provided that Credit Suisse AG, Cayman Islands Branch
shall only be required to issue standby Letters of Credit. If the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any LC Issuing Bank
relating to any Letter of Credit are not consistent with the terms and conditions of this Agreement, the terms and conditions
of this Agreement shall control.


 


(b)            Notice
of Issuance, Amendment, Renewal, or Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit
by electronic communication, if arrangements for doing so have been approved by the applicable LC Issuing Bank) to the
applicable LC Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit
to be amended, renewed or extended, and specifying the requested date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with ‎Section
2.16(c)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as
shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable LC Issuing Bank,
the Borrower also shall submit a letter of credit application on such LC Issuing Bank’s standard form (with such
changes as are agreed by such LC Issuing Bank and the Borrower) in connection with any request for a Letter of Credit. A
Letter of Credit shall be issued, amended, renewed or extended only if (i) the Administrative Agent shall have been given
notice of such issuance, amendment, renewal or extension (other than in the case of an automatic extension) and (ii) after
giving effect to such issuance, amendment, renewal or extension (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant that), (A) the aggregate LC Exposure will not exceed
the LC Sublimit, (B) the Total Outstanding Amount will not exceed the Maximum Facility Availability on such date and (C) the
Total Tranche A Outstanding Amount will not exceed the Maximum Tranche A Availability on such date. No LC Issuing Bank shall
be required to issue Letters of Credit in an aggregate outstanding amount exceeding such LC Issuing Bank’s LC
Commitment Amount. No LC Issuing Bank shall issue a Letter of Credit if the Required Lenders have informed such LC Issuing
Bank in writing that the conditions to funding in Section 4.02 have not been satisfied.


 






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(c)           
Expiration Date. Each Letter of Credit shall expire at or before the close of business on the earlier of (i) the
date that is one year after such Letter of Credit is issued (or, in the case of any renewal or extension thereof, one year after
such renewal or extension) and (ii) the date that is five Business Days before the Stated Termination Date; provided that
a Letter of Credit may have an expiry date later than that otherwise permitted by this clause (ii) so long as all LC Exposures
with respect to such Letter of Credit are cash collateralized not later than the fifth Business Day prior to the Stated Termination
Date in the manner specified in subsection (j).


 


(d)           
Participations. Effective upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
the amount thereof) and without any further action on the part of the applicable LC Issuing Bank or the Tranche A Lenders, such
LC Issuing Bank grants to each Tranche A Lender, and each Tranche A Lender acquires from such LC Issuing Bank, a participation
in such Letter of Credit equal to such Tranche A Lender’s Percentage of the aggregate amount available to be drawn thereunder.
Pursuant to such participations, each Tranche A Lender agrees to pay to the Administrative Agent, for the account of the applicable
LC Issuing Bank, such Tranche A Lender’s Percentage of (i) each LC Disbursement made by such LC Issuing Bank and not reimbursed
by the Borrower on the date due as provided in ‎Section 2.16(e) and (ii) any reimbursement payment required to be refunded
to the Borrower for any reason. Each Tranche A Lender’s obligation to acquire participations and make payments pursuant to
this subsection is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or termination of
the Tranche A Commitments, and each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 






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(e)            Reimbursement.
If the applicable LC Issuing Bank makes any LC Disbursement under a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying an amount equal to such LC Disbursement to the Administrative Agent not later than 2:00 P.M.
(Prevailing Eastern Time) on the day that such LC Disbursement is made, if the Borrower receives notice of such LC
Disbursement before 10:00 A.M., Prevailing Eastern Time, on such day, or, if such notice has not been received by the
Borrower before such time on such day, then not later than Noon (Prevailing Eastern Time) on (i) the Business Day that the
Borrower receives such notice, if such notice is received before 10:00 A.M. (Prevailing Eastern Time) on the day of
receipt, or (ii) the next Business Day, if such notice is not received before such time on the day of receipt; provided
that, if such LC Disbursement is at least $500,000, the Borrower may, subject to the conditions to borrowing set forth
herein, request that such payment be made with the proceeds of a Borrowing of Base Rate Tranche A Loans in an equivalent
amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced
by the resulting Borrowing of Base Rate Tranche A Loans. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Tranche A Lender of the applicable LC Disbursement, the payment then due from the
Borrower in respect thereof and such Tranche A Lender’s Percentage thereof. Promptly after it receives such notice,
each Tranche A Lender shall pay to the Administrative Agent its Percentage of the payment then due from the Borrower, in the
same manner as is provided in ‎Section 2.04 with respect to Tranche A Loans made by such Tranche A Lender (and
 ‎Section 2.04(d) shall apply, mutatis mutandis, to such payment obligations of the Tranche A Lenders), and the
Administrative Agent shall promptly pay to the applicable LC Issuing Bank the amounts so received by it from the Tranche A
Lenders. If a Tranche A Lender makes a payment pursuant to this subsection to reimburse the applicable LC Issuing Bank for
any LC Disbursement (other than by funding Base Rate Tranche A Loans as heretofore contemplated), (i) such payment will not
constitute a Tranche A Loan and will not relieve the Borrower of its obligation to reimburse such LC Disbursement and
(ii) such Tranche A Lender will be subrogated to its pro rata share of the applicable LC Issuing Bank’s claim against
the Borrower for such reimbursement. Promptly after the Administrative Agent receives any payment from the Borrower pursuant
to this subsection, the Administrative Agent will distribute such payment to the applicable LC Issuing Bank or, if Tranche A
Lenders have made payments pursuant to this subsection to reimburse such LC Issuing Bank, then to such Tranche A Lenders and
such LC Issuing Bank as their interests may appear.


 






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(f)            Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in ‎Section 2.16(e) shall be
absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under
any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit
or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by any LC Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of set-off against, the Borrower’s obligations hereunder. None of the Administrative
Agent, the Lenders, the LC Issuing Banks and their respective Related Parties shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any
payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical
terms or any consequence arising from causes beyond the control of any LC Issuing Bank; provided that the foregoing
shall not excuse any LC Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by such LC Issuing Bank’s failure to exercise care when determining whether
drafts and other documents presented under a Letter of Credit comply with the terms thereof. In the absence of gross
negligence or willful misconduct on the part of any LC Issuing Bank (as finally determined by a court of competent
jurisdiction), such LC Issuing Bank shall be deemed to have exercised care in each such determination. Without limiting the
generality of the foregoing, the parties agree that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the applicable LC Issuing Bank may, in its sole
discretion, either (A) accept and make payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or (B) refuse to accept and make payment upon such documents if such
documents do not strictly comply with the terms of such Letter of Credit.


 






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(g)            Disbursement
Procedures. The applicable LC Issuing Bank shall, within the period stipulated by the terms and conditions of the
applicable Letter of Credit, after its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. After such examination of documents, the applicable LC Issuing Bank shall promptly notify
the Administrative Agent and the Borrower by telephone (confirmed by telecopy or other electronic means, if arrangements for
doing so have been approved by the applicable LC Issuing Bank) of such demand for payment and whether such LC Issuing Bank
has made or will make an LC Disbursement pursuant thereto; provided that any failure to give or delay in giving such
notice will not relieve the Borrower of its obligation to reimburse such LC Issuing Bank and the Tranche A Lenders with
respect to any such LC Disbursement.


 


(h)           
Interim Interest. Unless the Borrower reimburses an LC Disbursement in full on the day it is made, the unpaid amount
thereof shall bear interest, for each day from and including the day on which such LC Disbursement is made to but excluding the
day on which the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Tranche A Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to ‎Section 2.16(e), then
such amount shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the
applicable Base Rate for such day. Interest accrued pursuant to this subsection shall be for the account of the applicable LC Issuing
Bank, except that a pro rata share of interest accrued on and after the day that any Tranche A Lender reimburses such LC Issuing
Bank for a portion of such LC Disbursement pursuant to ‎Section 2.16(e) shall be for the account of such Tranche A Lender.


 


(i)           
Replacement of an LC Issuing Bank. Any LC Issuing Bank may be replaced at any time by written agreement among the
Borrower, the Administrative Agent, the replaced LC Issuing Bank and the successor LC Issuing Bank. The Administrative Agent shall
notify the Lenders of any such replacement. At the time any such replacement becomes effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced LC Issuing Bank pursuant to Section 2.08(b). On and after the effective date of any
such replacement, (i) the successor LC Issuing Bank will have all the rights and obligations of the replaced LC Issuing Bank under
this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “LC Issuing
Bank” will be deemed to refer to such successor or to any previous LC Issuing Bank, or to such successor and all previous
LC Issuing Banks, as the context shall require. After an LC Issuing Bank is replaced, it will remain a party hereto and will continue
to have all the rights and obligations of an LC Issuing Bank under this Agreement with respect to Letters of Credit issued by it
before such replacement, but will not be required to issue additional Letters of Credit.


 






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(j)            Cash
Collateralization. If an Event of Default shall occur and be continuing, on the Business Day that the Borrower receives
notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Tranche
A Lenders with LC Exposures representing more than 50% of the total LC Exposure) demanding the deposit of cash
collateral pursuant to this subsection, the Borrower shall deposit in a Cash Collateral Account an amount in cash equal to
102% of the total LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral will become effective immediately, and such deposit will become immediately due
and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause ‎(i) or ‎(j) of ‎Article 7. Any amount so deposited (including any earnings
thereon) will be withdrawn from the Borrower’s Cash Collateral Account by the Administrative Agent and applied to pay
LC Reimbursement Obligations as they become due; provided that if at any time all Events of Default have been cured or
waived, such amount, to the extent not theretofore so applied, will be returned to the Borrower upon its request.


 


Section 2.17. 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 Loan made by such Lender, including the amounts of principal and interest payable and
paid to such Lender from time to time.


 


(b)           
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the
type thereof and each Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.


 


(c)           
The entries made in the accounts maintained pursuant to subsections ‎(a) and ‎(b) of this Section shall be prima
facie evidence of the existence and amounts of the obligations recorded therein; provided that any failure by any Lender
or the Administrative Agent to maintain such accounts or any error therein shall not affect the Borrower’s obligation to
repay the Loans in accordance with the terms of this Agreement; provided, further, that if such accounts are inconsistent
with the Register, the Register shall prevail (absent manifest error).


 






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


 


Section 2.18. Change in Control.


 


(a)           
If a Change in Control of the Borrower shall occur, the Borrower will, within one Business Day after the occurrence thereof,
give the Administrative Agent notice thereof, and the Administrative Agent shall promptly notify each Lender thereof. Such notice
shall describe in reasonable detail the facts and circumstances giving rise thereto and the date of such Change in Control and
each Lender may, by notice to the Borrower and the Administrative Agent (a “Termination Notice”) given not later
than ten days after the date of such Change in Control, terminate its Commitment, which shall be terminated, and declare any Loans
held by it (together with accrued interest thereon) and any other amounts payable hereunder for its account to be, and such Loans
and such amounts shall become, due and payable, in each case on the day following delivery of such Termination Notice (or if such
day is not a Business Day, the next succeeding Business Day), without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.


 


(b)           
If the Tranche A Commitment of any Tranche A Lender is terminated pursuant to this Section at a time when any Letter of
Credit is outstanding, then (i) such Tranche A Lender shall remain responsible to the applicable LC Issuing Bank with respect to
such Letter of Credit to the same extent as if its Tranche A Commitment had not terminated and (ii) the Borrower shall pay to such
Tranche A Lender an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory
to such Tranche A Lender) equal to such Tranche A Lender’s Percentage of the aggregate amount available for drawing under
all Letters of Credit outstanding at such time.


 






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Section 2.19. Alternate Rate of Interest


 


(a)           
If before the beginning of any Interest Period for a Eurodollar Borrowing:


 


(i)           
the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable
means do not exist for ascertaining the London Interbank Offered Rate (including, without limitation, because the LIBO Screen Rate
is not available or published on a current basis), for such Interest Period; or


 


(ii)           
Lenders having 50% or more of the aggregate principal amount of the Loans to be included in such Borrowing advise the Administrative
Agent that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making
or maintaining such Loans for such Interest Period;


 


then the Administrative Agent shall forthwith give notice thereof
to the Borrower and the Lenders by telephone or telecopy (or by other electronic means, if arrangements for doing so have been
approved by the Borrower and the applicable Lender) as promptly as practicable thereafter, whereupon until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (w) the obligations
of the Lenders to make Eurodollar Loans, or to continue to convert outstanding Loans as or into Eurodollar Loans shall be suspended,
(x) any Notice of Interest Rate Election that requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurodollar Borrowing shall be ineffective, (y) each outstanding Eurodollar Loan shall be converted into a Base Rate
Loan on the last day of the then current Interest Period applicable thereto and (z) if any Notice of Borrowing requests a
Eurodollar Borrowing and the Borrower does not notify the Administrative Agent at least two Business Days before the date of such
Borrowing that it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.


 


(b)            If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error)
that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be
temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator
of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public
statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates
for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the
London Interbank Offered Rate that gives due consideration to the then prevailing market convention for determining a rate of
interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to
reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the
avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such
alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or
consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5)
Business Days of the date notice of such alternate rate of interest is provided to the Lenders, written notice from the
Required Lenders stating that the Required Lenders object to such amendment. Until an alternate rate of interest shall be
determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first
sentence of this Section 2.19(b), only to the extent the LIBO Screen Rate for Dollars and such Interest Period is not
available or published at such time on a current basis), (w) the obligations of the Lenders to make Eurodollar Loans, or
to continue to convert outstanding Loans as or into Eurodollar Loans shall be suspended, (x) any Notice of Interest Rate
Election that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing
shall be ineffective, (y) each outstanding Eurodollar Loan shall be converted into a Base Rate Loan on the last day of
the then current Interest Period applicable thereto and (z) if any Notice of Borrowing requests a Eurodollar Borrowing
and the Borrower does not notify the Administrative Agent at least two Business Days before the date of such Borrowing that
it elects not to borrow on such date, such Borrowing shall instead be made as a Base Rate Borrowing.


 






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Section 2.20. Increased Costs.


 


(a)           
If any Change in Law shall:


 


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


 


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


 


(iii)           
subject any Recipient to any Taxes (other than (A) Indemnified Taxes (which are addressed in Section 2.22), (B) Taxes described
in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, loan principal, Letters
of Credit, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital or liquidity attributable
thereto;


 


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


 






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(b)           
If any Lender or any LC Issuing Bank determines that any Change in Law regarding capital requirements or liquidity requirements
has or would have the effect of reducing the rate of return on such Lender’s or such LC Issuing Bank’s capital or on
the capital of such Lender’s or such LC Issuing Bank’s holding company, if any, as a consequence of this Agreement
or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such LC Issuing
Bank, to a level below that which such Lender or such LC Issuing Bank or such Lender’s or such LC Issuing Bank’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or such LC Issuing Bank’s
policies and the policies of such Lender’s or such LC Issuing Bank’s holding company with respect to capital adequacy),
then from time to time following receipt of the certificate referred to in subsection ‎(c) of this Section, the Borrower
shall pay to such Lender or such LC Issuing Bank, as the case may be, such additional amount or amounts as will compensate it or
its holding company for any such reduction suffered.


 


(c)           
A certificate of a Lender or an LC Issuing Bank setting forth the amount or amounts necessary to compensate it or its holding
company, as the case may be, as specified in subsection ‎(a) or ‎(b) of this Section shall be delivered to the Borrower
and shall be conclusive absent manifest error. Each such certificate shall contain a representation and warranty on the part of
the Lender to the effect that such Lender has complied with its obligations pursuant to ‎Section 2.24 hereof in an effort
to eliminate or reduce such amount. The Borrower shall pay such Lender or such LC Issuing Bank, as the case may be, the amount
shown as due on any such certificate within 10 days after receipt thereof.


 






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(d)           
Failure or delay by any Lender or any LC Issuing Bank to demand compensation pursuant to this Section will not constitute
a waiver of its right to demand such compensation; provided that the Borrower will not be required to compensate a Lender
or an LC Issuing Bank pursuant to this Section for any increased cost or reduction incurred more than 180 days before it notifies
the Borrower of the Change in Law giving rise to such increased cost or reduction and of its intention to claim compensation therefor.
However, if the Change in Law giving rise to such increased cost or reduction is retroactive, then the 180-day period heretofore
referred to will be extended to include the period of retroactive effect thereof.


 


Section 2.21. Break Funding
Payments. If (a) any principal of any Eurodollar Loan is repaid on a day other than the last day of an Interest Period
applicable thereto (including as a result of an Event of Default or a Change in Control), (b) any Eurodollar Loan is
converted on a day other than the last day of an Interest Period applicable thereto, (c) the Borrower fails to borrow,
convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (d) any
Eurodollar Loan is assigned on a day other than the last day of an Interest Period applicable thereto as a result of a
request by the Borrower pursuant to ‎Section 2.24, then the Borrower shall compensate each Lender for its loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost and expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have
accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the end of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, the Interest Period that would have begun on the date of such
failure), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the beginning of such period, for dollar deposits of a comparable amount and
period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such
Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.


 


Section 2.22. Taxes. (a) Any and
all payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction or
withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion
of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent,
then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified
Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.22) the applicable
Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. For purposes
of this Section 2.22, the term “applicable law” shall include, without limitation, FATCA.


 






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(b)           
The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the
option of the Administrative Agent timely reimburse it for the payment of, Other Taxes.


 


(c)            As
soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 2.22,
such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority, if it exists, evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(d)           
The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full
amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.


 


(e)           
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable
to such Lender's failure to comply with the provisions of Section 9.04(e) relating to the maintenance of a Participant Register
and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this paragraph (e).


 






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(f)            (i)
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan
Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the
Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such
other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will
enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in Section 2.22(f)(ii)(A), (ii)(B)
and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission
would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial
position of such Lender.


 


(ii)    
Without limiting the generality of the foregoing,


 


(A)            
any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which
such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup
withholding tax;


 






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(B)            
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable:


 


(1)           
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x)
with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing
an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing
an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;


 


(2)           
executed originals of IRS Form W-8ECI;


 


(3)           
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or


 


(4)           
to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit
I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign
Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf
of each such direct and indirect partner;


 






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(C)            
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction
in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable
law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 


(D)            
if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under
FATCA or to determine the amount to deduct and withhold from such payment. Regardless of whether a Lender complied with Section
1471(b) or 1472(b) of the Code, if a Lender fails to submit the completed documentation identified in paragraphs B and C of this
subsection (completion of which will be determined by the Borrower and the Administrative Agent) in a timely manner, 30% tax may
be withheld from all payments due such Lender as required by Section 1471(a) of the Code. Solely for purposes of this clause (D),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of determining withholding
Taxes imposed under FATCA, from and after the effective date of the Amendment, the Borrower and the Administrative Agent shall
treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loan as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).


 






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Each Lender agrees that if any
form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form
or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(g)            If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which
it has been indemnified pursuant to this Section 2.22 (including by the payment of additional amounts pursuant to
this Section 2.22), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section 2.22 with respect to the Taxes giving rise to such refund), net of all
out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified
party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) if such indemnified party is required to repay such
refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the
indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which
would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if
the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and
the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be
construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the indemnifying party or any other Person.


 


(h)           
Each party’s obligations under this Section 2.22 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction
or discharge of all obligations under any Loan Document.


 






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Section 2.23. Payments Generally; Pro
Rata Treatment; Sharing of Set-Offs.


 


(a)            The
Borrower shall make each payment required to be made by it under the Loan Documents (whether of principal, interest or fees,
or reimbursement of LC Disbursements, or amounts payable under ‎Section 2.20, ‎2.21 or 2.22(c) or
otherwise) before the time expressly required under the relevant Loan Document for such payment (or, if no such time is
expressly required, before 2:00 P.M. (Prevailing Eastern Time)), on the date when due, in immediately available funds,
without set-off or counterclaim. Any amount received after such time on any day may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 500 Stanton Christiana Road, Ops 2 Floor 3, Newark,
Delaware 19713-2107, except payments to be made directly to any LC Issuing Bank as expressly provided herein and except that
payments pursuant to Sections ‎2.20, ‎2.21, ‎2.22 and ‎9.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The
Administrative Agent shall distribute any such payment received by it for the account of any other Person to the appropriate
recipient promptly after receipt thereof. Whenever any payment of principal of, or interest on, Base Rate Loans or of fees
shall be due on a day that is not a Business Day, the date for payment thereof shall be extended to the next succeeding
Business Day. Whenever any payment of principal of, or interest on, Eurodollar Loans shall be due on a day which is not a
Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the
date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such
extended time. All payments under each Loan Document shall be made in dollars.


 


(b)           
If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of
principal, unreimbursed LC Disbursements, interest and/or fees (as the case may be) then due hereunder, such funds shall be applied
(i) first, to pay interest and/or fees (as the case may be) then due hereunder to the Tranche A Lenders and LC Issuing Banks in
accordance with the amounts of interest and fees then due to such Tranche A Lenders and LC Issuing Banks, (ii) second, to pay principal
and/or unreimbursed LC Disbursements (as the case may be) then due hereunder to the Tranche A Lenders and LC Issuing Banks, ratably
among the parties entitled thereto in accordance with the amounts of principal and/or unreimbursed LC Disbursements (as the case
may be) then due to such parties, (iii) third, to pay interest and/or fees (as the case may be) then due hereunder to the Tranche
B Lenders in accordance with the amounts of interest and fees then due to such Tranche B Lenders and (iv) fourth, to pay principal
then due hereunder to the Tranche B Lenders, ratably among the parties entitled thereto in accordance with the amounts of principal
then due to such parties.


 






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


 


(d)           
Unless, before the date on which any payment is due to the Administrative Agent for the account of one or more Lender Parties
hereunder, the Administrative Agent receives from the Borrower notice that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance on such assumption,
distribute to each relevant Lender Party the amount due to it. In such event, if the Borrower has not in fact made such payment,
each Lender Party severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender
Party with interest thereon, for each day from and including the day such amount is distributed to it to but excluding the day
it repays the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.


 






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(e)           
If any Lender fails to make any payment required to be made by it to the Administrative Agent or any LC Issuing Bank pursuant
to this Agreement, the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender to satisfy such obligations until all such unsatisfied
obligations are fully paid.


 


Section 2.24. Lender’s Obligation
to Mitigate; Replacement of Lenders.


 


(a)            If
any Lender requests compensation under ‎Section 2.20, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to ‎Section 2.22, then such Lender
shall use all commercially reasonable efforts to mitigate or eliminate the amount of such compensation or additional amount,
including by designating a different lending office for funding or booking its Loans hereunder or by assigning its rights and
obligations hereunder to another of its offices, branches or affiliates; provided that no Lender shall be required to
take any action pursuant to this ‎Section 2.24(a) unless, in the judgment of such Lender, such designation or
assignment or other action (i) would eliminate or reduce amounts payable pursuant to ‎Section 2.20 or ‎2.22, as
the case may be, in the future, (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not
otherwise be disadvantageous to such Lender. The Borrower shall pay all reasonable costs and expenses incurred by any Lender
in connection with any such designation or assignment.


 


(b)            If
any Lender requests compensation under ‎Section 2.20, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to ‎Section 2.22, or if any Lender is a
Specified Lender, or if any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver
of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the
Lenders affected thereby and that has been approved by the Required Lenders, then the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign, without recourse (in
accordance with and subject to the restrictions contained in ‎Section 9.04), all its interests, rights and obligations
under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the
Administrative Agent (and, if a Commitment is being assigned, the LC Issuing Banks), which consents shall not unreasonably be
withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its
Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under
 ‎Section 2.20 or payments required to be made pursuant to ‎Section 2.22, such assignment will result in a
material reduction in such compensation or payments. A Lender shall not be required to make any such assignment if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such
assignment cease to apply. Each party hereto agrees that an assignment required pursuant to this paragraph may be effected
pursuant to an Assignment executed by the Borrower, the Administrative Agent and the assignee (or, to the extent
applicable, an agreement incorporating an Assignment by reference pursuant to an Approved Electronic Platform as to which the
Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party
thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms
thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree
to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender,
provided that any such documents shall be without recourse to or warranty by the parties thereto.


 






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Section 2.25. Defaulting Lenders. If
any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)           
fees shall cease to accrue on the unused portion of the Tranche A Commitment and/or Tranche B Commitment of such Defaulting
Lender pursuant to ‎Section 2.08(a);


 


(b)            any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 of any applicable Security Agreement or otherwise)
shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the
payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the
extent that such Defaulting Lender is a Tranche A Lender, to the payment on a pro rata basis of any amounts owing by such
Defaulting Lender to any LC Issuing Bank hereunder; third, to the extent that such Defaulting Lender is a Tranche A
Lender, to cash collateralize the LC Issuing Banks’ LC Exposure with respect to such Defaulting Lender in accordance
with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the
funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the
Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s
potential future funding obligations with respect to Loans under this Agreement and (y) to the extent that such
Defaulting Lender is a Tranche A Lender, cash collateralize the LC Issuing Banks’ future LC Exposure with respect to
such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth,
to the payment of any amounts owing to the Lenders or (to the extent that such Defaulting Lender is a Tranche A Lender) the
LC Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or any LC Issuing
Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment
of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the
Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this
Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or
LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all
non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed
to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s
obligations corresponding to such Defaulting Lender’s LC Exposure are held by the Lenders pro rata in accordance with
the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to
a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant
to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.


 






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(c)           
the Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders
have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification permitted to
be effected by the Required Lenders pursuant to ‎Section 9.02);


 


(d)           
to the extent that such Lender is a Tranche A Lender, if any LC Exposure exists at the time such Lender becomes a Defaulting
Lender then:


 


(i)           
so long as no Default or Event of Default shall have occurred and be continuing, LC Exposure of such Defaulting Lender shall
be automatically reallocated among the Tranche A Lenders that are non-Defaulting Lenders in accordance with their respective Percentages
but only to the extent the sum of all such non-Defaulting Lenders’ Credit Exposures plus such Defaulting Lender’s LC
Exposure does not exceed the total of all non-Defaulting Lenders’ Tranche A Commitments;


 


(ii)            if
the reallocation described in clause ‎(i) above cannot, or can only partially, be effected, the Borrower shall within
three Business Days following notice by the Administrative Agent either (x) procure the reduction or termination of
the Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause ‎(i)
above) or (y) cash collateralize for the ratable benefit of the LC Issuing Banks only the Borrower’s obligations
corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to
clause ‎(i) above) for so long as such LC Exposure is outstanding;


 


(iii)           
if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause ‎(ii)
above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to ‎Section 2.08(b) with respect
to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)           
to the extent that the LC Exposure of the non-Defaulting Lenders are reallocated pursuant to clause ‎(i) above, then
the letter of credit fees payable to the Lenders pursuant to ‎Section 2.08(b) shall to the same extent be adjusted in accordance
with such non-Defaulting Lenders’ Percentages; and


 


(v)           
if all or any portion of such Defaulting Lender’s LC Exposure is not reallocated, reduced, terminated nor cash collateralized
pursuant to clause ‎(i) or ‎(ii) above, then, without prejudice to any rights or remedies of any LC Issuing Bank or
any other Tranche A Lender hereunder, all letter of credit fees payable under ‎Section 2.08(b) with respect to such Defaulting
Lender’s LC Exposure shall be payable to the applicable LC Issuing Bank until and to the extent that such LC Exposure is
reallocated, reduced, terminated and/or cash collateralized; and


 






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(e)           
so long as such Lender is Tranche A Lender and a Defaulting Lender, no LC Issuing Bank shall be required to issue, extend,
renew or increase any Letter of Credit, unless the Defaulting Lender’s then outstanding LC Exposure after giving effect thereto
will be 100% covered by the Tranche A Commitments of the Tranche A Lenders that are non-Defaulting Lenders and/or prepaid, reduced,
terminated and/or cash collateralized in accordance with Section 2.25‎(d), and participating interests in any newly issued
or increased Letter of Credit shall be allocated among such non-Defaulting Lenders in a manner consistent with Section 2.25‎(d)(i)
(and such Defaulting Lender shall not participate therein).


 


If any LC Issuing Bank has a good
faith belief that any Tranche A Lender has defaulted in fulfilling its funding obligations under one or more other agreements
in which such Tranche A Lender commits to extend credit, such LC Issuing Bank shall not be required to issue, extend, renew
or increase any Letter of Credit, unless such LC Issuing Bank shall have entered into arrangements with the Borrower or such
Tranche A Lender, reasonably satisfactory to such LC Issuing Bank to defease any risk to such LC Issuing Bank in respect of
such Lender hereunder relating to LC Exposure.


 


If the Administrative Agent, the Borrower
and, in the case of a Defaulting Lender that is a Tranche A Lender, each LC Issuing Bank each agrees (such agreement not to be
unreasonably withheld or delayed) that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a
Defaulting Lender, then (i) in the case of a Defaulting Lender that is a Tranche A Lender, the LC Exposure of the Tranche A Lenders
shall be readjusted to reflect the inclusion of such Lender’s Tranche A Commitment and (ii) on such date such Lender shall
purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine is necessary in order for such
Lender to hold such Loans in accordance with its Percentage; provided that there shall be no retroactive effect on fees
reallocated pursuant to Section 2.25‎(d)(iv) and ‎(d)(v).


 


Article
3

Representations and Warranties


 


The Borrower represents and warrants to
the Lender Parties that:


 


Section 3.01. Organization; Powers.
The Borrower and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization, has all requisite power and authority to carry on its business as now conducted, except in the case of Subsidiaries
to an extent that, in the aggregate, would not reasonably be expected to result in a Material Adverse Change.


 






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Section 3.02. Authorization; Enforceability.
The Financing Transactions to be entered into by the Borrower are within its corporate or other organizational powers and have
been duly authorized by all necessary corporate or other organizational action. This Agreement has been duly executed and delivered
by the Borrower and constitutes, and each other Loan Document to which the Borrower is to be a party, when executed and delivered
by the Borrower, will constitute, a legal, valid and binding obligation of the Borrower, in each case enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law.


 


Section 3.03. Governmental Approvals;
No Conflicts. The Financing Transactions (a) do not require any consent or approval of, registration or filing with, or other
action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any order
of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument
binding upon the Borrower or any of its properties, or give rise to a right thereunder to require the Borrower to make any payment,
and (d) will not result in the creation or imposition of any Lien on any property of the Borrower (other than Liens granted under
the Loan Documents), except, in each case described in clauses (c) and (d), which would not reasonably be expected to result in
a Material Adverse Change.


 


Section 3.04. Financial Statements; No
Material Adverse Change.


 


(a)           
The Borrower has heretofore furnished to the Lenders the Borrower’s Latest Form 10-K containing the audited consolidated
balance sheet of the Borrower and its Subsidiaries as of December 31, 2018 and the related consolidated statements of income and
cash flows for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP, independent public accountants. Such financial
statements present fairly, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as
of such date and its consolidated results of operations and cash flows for such period in accordance with GAAP.


 






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(b)           
Except as set forth in the Borrower’s Latest Form 10-K or the Borrower’s Latest Form 10-Q there has been no
Material Adverse Change since December 31, 2018.


 


Section 3.05. Litigation and Environmental
Matters.


 


(a)           
Except as set forth in the Borrower’s Latest Form 10-K or the Borrower’s Latest Form 10-Q, as filed with the
SEC pursuant to the Exchange Act, there is no action, suit, arbitration proceeding or other proceeding, inquiry or investigation,
at law or in equity, before or by any arbitrator or Governmental Authority pending against the Borrower or any of its Subsidiaries
or of which the Borrower has otherwise received official notice or which, to the knowledge of the Borrower, is threatened against
the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an unfavorable decision, ruling or
finding which would reasonably be expected to result in a Material Adverse Change or (ii) that involves any of the Loan Documents
or the Financing Transactions.


 


(b)           
Except as set forth in the Borrower’s Latest Form 10-K or the Borrower’s Latest Form 10-Q, the Borrower does
not presently anticipate that remediation costs and penalties associated with any Environmental Law, to the extent not previously
provided for, will result in a Material Adverse Change.


 


Section 3.06. Taxes. Each of the
Borrower and its Subsidiaries has filed or caused to be filed all material tax returns that are required to be filed by it and
has paid all taxes shown to be due and payable on said returns or on any material assessments made against it or any of its property
and all other material taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than
any Taxes (x) the amount or validity of which are being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Borrower and its Subsidiaries or (y) the failure
to pay which would not reasonably be expected to result in a Material Adverse Change).


 


Section 3.07. Investment Company Status;
Margin Regulations. The Borrower is not an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended. Neither the Borrower nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U) or extending credit for the purpose of purchasing or carrying margin stock.


 






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Section 3.08. ERISA. No ERISA Event
has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events for which liability is reasonably
expected to occur, would reasonably be expected to result in a Material Adverse Change.


 


Section 3.09. Disclosure. The
Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it is subject,
and all other matters known to it, that, individually or in the aggregate, would reasonably be expected to result in a
Material Adverse Change. All of the reports, financial statements, certificates and other written information (other than
projected financial information) that have been made available by or on behalf of the Borrower to the Arrangers, any Agent or
any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or
thereunder, are complete and correct in all material respects and do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light
of the circumstances under which such statements are made; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in good faith based on assumptions believed to
be reasonable at the time.


 


Section 3.10. Security Documents; Subsidiary
Guarantees. The Security Documents create valid security interests in the Collateral purported to be covered thereby, which
security interests are and will remain perfected security interests, prior to all other Liens, other than Liens permitted under
 ‎Section 6.01. Each of the representations and warranties made by the Borrower or any Subsidiary Guarantor in the Security
Documents and Subsidiary Guarantees to which it is a party is true and correct in all material respects.


 


Section 3.11. Processing of Receivables.
In the ordinary course of its business, each Credit Party processes its accounts receivable in a manner such that (i) each
payment received by such Credit Party in respect of accounts receivables is allocated to a specifically identified invoice or invoices,
which invoice or invoices corresponds to a particular account receivable owing to such Credit Party and (ii) if, at any time any
accounts receivable to such Credit Party are included in a Permitted Supply Chain Financing, payments received in respect of those
accounts receivable included in a Permitted Supply Chain Financing would be identifiable and separable from payments received in
respect of accounts receivable not so included in a Permitted Supply Chain Financing.


 


Section 3.12. Solvency. Immediately
after the Financing Transactions to occur on the Effective Date are consummated and after giving effect to the application of the
proceeds of each Loan made on the Effective Date and after giving effect to the application of the proceeds of each Loan made on
any other date, (a) the fair value of the assets of the Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated,
contingent or otherwise; (b) the Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured; and (c) the Borrower will not have unreasonably small capital with which
to conduct the business in which it is engaged as such business is now conducted and proposed to be conducted after the Effective
Date.


 






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Section 3.13. Collateral and Guarantee
Requirement. The Collateral and Guarantee Requirement shall have been satisfied as of the Effective Date.


 


Section 3.14. Anti-Corruption Laws
and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to promote and
achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions. The Borrower, its Subsidiaries and their respective officers and, to the
knowledge of the Borrower, its directors, employees and agents are in compliance with Anti-Corruption Laws and applicable
Sanctions in all material respects. None of (a) the Borrower, (b) any of its Subsidiaries or (c) to the knowledge of the
Borrower, any of their respective directors, officers, or employees, or (d) to the knowledge of the Borrower, any of their
respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is
a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement
will violate Anti-Corruption Laws or Sanctions applicable to the Borrower and its Subsidiaries.


 


Section 3.15. Permitted Supply Chain
Financings. Borrower has supplied to the Administrative Agent a complete list of all Permitted Supply Chain Financings in effect
as of the Effective Date.


 


Section 3.16. [Reserved].


 


Section 3.17. EEA Financial Institutions.
No Credit Party is an EEA Financial Institution.


 






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Article
4

Conditions


 


Section 4.01. Effective Date. This
Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance
with ‎Section 9.02):


 


(a)           
The Administrative Agent (or its counsel) shall have received counterparts hereof signed by the Borrower and each Lender
(or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent
in form satisfactory to it of confirmation from such party that it has executed a counterpart hereof). Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or other electronic (e.g., a “pdf” or “tif”
file) means will be effective as delivery of a manually executed counterpart of this Agreement.


 


(b)           
The Administrative Agent shall have received the favorable written opinion (addressed to the Administrative Agent and the
Lenders and dated the Effective Date) of Milbank LLP, counsel to the Credit Parties, which opinion is in form and substance reasonably
satisfactory to the Administrative Agent. The Borrower requests such counsel to deliver such opinion.


 


(c)            The
Administrative Agent and the Collateral Agent shall have received such documents and certificates as the Agents or their
counsel may reasonably request relating to the organization, existence and good standing of the Credit Parties, the
authorization for and validity of the Financing Transactions and any other material legal matters relating to the Credit
Parties, the Loan Documents or the Financing Transactions, all in form and substance satisfactory to the Agents and their
counsel.


 


(d)           
The Administrative Agent and the Collateral Agent shall have received a certificate, dated the Effective Date and signed
by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth
in clauses ‎(b), ‎(c) and ‎(d) of ‎Section 4.02.


 


(e)           
The Borrower shall have paid (i) all principal, interest, fees and other amounts due and payable to the Departing Lenders
(if any) and (ii) all accrued interest and fees under the Existing Credit Agreement to any lender party to the Existing Credit
Agreement that is not a Departing Lender.


 


(f)           
The Borrower shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Effective
Date for which invoices have been presented to the Borrower at least three Business Days prior to the Effective Date, including,
to the extent invoiced, all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed
or paid by the Borrower under the Loan Documents.


 


(g)           
The Administrative Agent (on behalf of the Lenders) shall have received not later than three Business Days prior to the
Effective Date (or such later date as shall be acceptable to it), all documentation and other information about the Credit Parties
as had been reasonably requested at least 10 Business Days prior to the Effective Date by the Administrative Agent (on behalf of
the Lenders) that it reasonably determines is required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT Act.


 






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(h)           
The Administrative Agent shall have received the results of a search of the UCC (or equivalent) filings made with respect
to the Credit Parties and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably
satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted
by ‎Section 6.01 or have been released.


 


(i)           
The Administrative Agent and the Collateral Agent shall have received evidence reasonably satisfactory to them that all
insurance required by ‎Section 5.05 is in effect.


 


(j)           
The Borrower Security Agreement, each Subsidiary Guarantee Agreement and the Subsidiary Security Agreement shall have been
executed and delivered by the parties thereto. The Lenders hereby instruct the Collateral Agent to execute the Borrower Security
Agreement, each Subsidiary Guarantee Agreement and the Subsidiary Security Agreement on their behalf.


 


(k)           
The Administrative Agent and the Lenders shall have received at least three Business Days prior to the Effective Date a
Borrowing Base Certificate that calculates the Aggregate Borrowing Base, the Tranche A Borrowing Base and the Tranche B Borrowing
Base as of the last day of the month most recently ended prior to the date that is 30 days prior to the Effective Date.


 


(l)            
[Reserved].


 


(m)           
The Borrower shall have executed and delivered to the Collateral Agent a Perfection Certificate dated as of the Effective
Date.


 


Promptly after the Effective Date occurs, the Administrative
Agent shall notify the Borrower and the Lenders thereof, and such notice shall be conclusive and binding.


 


Section 4.02. Conditions to Initial Utilization
and Each Subsequent Utilization. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including,
subject to Section 4.03, the initial Borrowing) and the obligation of any LC Issuing Bank to issue, amend, renew or extend any
Letter of Credit (including any initial Letter of Credit), are each subject to receipt of the Borrower’s request therefor
in accordance herewith and to the satisfaction of the following conditions:


 






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(a)           
The Effective Date shall have occurred.


 


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


 


(c)           
The representations and warranties of the Borrower set forth in the Loan Documents shall be true on and as of the date of
such Borrowing or the date of issuance, amendment, renewal, or extension of such Letter of Credit, as applicable.


 


(d)           
Immediately after such Borrowing is made, or such Letter of Credit is issued, amended, renewed, or extended, as applicable,
the Total Outstanding Amount will not exceed the Maximum Facility Availability.


 


(e)            To
the extent such Borrowing is a Tranche A Loan Borrowing (other than with respect to a Borrowing of Tranche A Loans pursuant to
Section 2.16(e)), the Total Tranche B Outstanding Amount shall not be less than the Maximum Tranche B Availability immediately
prior to such Borrowing.


 


Subject to Section 4.03, each Borrowing
and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty
by the Borrower on the date thereof as to the matters specified in clauses ‎(b), ‎(c), ‎(d) and (e) of this Section.


 


Section 4.03.Conditions to Utilization
for Specified Acquisition. The obligation of each Lender to make a Loan on the Closing Date (as defined in the Big River Acquisition
Agreement), are subject to the receipt of the Borrower’s request therefor in accordance herewith and to the satisfaction
of the following conditions:


 


(a)           
The Effective Date shall have occurred.


 


(b)           
Immediately before and after giving effect to such Borrowing, no Default or Event of Default under clause (a), (b), (i),
(j) or (k) of Article 7 hereof shall have occurred and be continuing.


 


(c)           
The representations and warranties of the Borrower set forth in Sections 3.01 (with respect to the Borrower only), 3.02,
3.03(b), 3.07, 3.10, 3.12 and 3.14 hereof be true on and as of the date of such Borrowing.


 






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(d)           
Immediately after such Borrowing is made, the Total Outstanding Amount will not exceed the Maximum Facility Availability.


 


(e)           
To the extent such Borrowing is a Tranche A Loan Borrowing (other than with respect to a Borrowing of Tranche A Loans pursuant
to Section 2.16(e)), the Total Tranche B Outstanding Amount shall not be less than the Maximum Tranche B Availability immediately
prior to such Borrowing.


 


(f)           
Such Borrowing shall not exceed $725,000,000.


 


(g)           
The Proceeds of such Borrowing shall be applied solely to fund all or a portion of the consideration for the Specified Acquisition
and pay certain costs and expenses related thereto.


 


(h)           
The Closing Date (as defined in the Big River Acquisition Agreement) occurs on or before the date that is five (5) Business
Days after the Outside Date (as defined in the Big River Acquisition Agreement (as in effect on the date hereof).


 


The Borrowing shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in clauses ‎(b), ‎(c), ‎(d), (e)
and (g) of this Section.


 


Article
5

Affirmative Covenants


 


Until all the Commitments have expired or
terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters
of Credit have expired or been cancelled and all LC Disbursements have been reimbursed, the Borrower covenants and agrees with
the Lenders that:


 


Section 5.01. Financial Statements and
Other Information.


 


(a)           
The Borrower will furnish the following to the Administrative Agent (for delivery to each Lender):


 


(i)           
as soon as available and in any event within 90 days after the end of each Fiscal Year commencing with the Fiscal Year ending
December 31, 2018, its audited consolidated balance sheet as of the end of such Fiscal Year and the related statements of income
and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all
reported on by PricewaterhouseCoopers LLC or another “registered public accounting firm” as defined in Section 2 of
the Sarbanes-Oxley Act of 2002 (without a “going concern” or like qualification or exception and without any qualification
or exception as to the scope of such audit except as permitted by the Exchange Act and the regulations promulgated thereunder)
as presenting fairly in all material respects the financial position, results of operations and cash flows of the Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with GAAP;


 






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(ii)            as
soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each
Fiscal Year, its consolidated balance sheet as of the end of such Fiscal Quarter and the related statement of income for such
Fiscal Quarter and statements of income and cash flows for the then elapsed portion of such Fiscal Year, setting forth in
each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet,
as of the end of) the previous Fiscal Year, all certified by a Financial Officer as (x) reflecting all adjustments (which
adjustments are normal and recurring unless otherwise disclosed) necessary for a fair presentation of the results for the
period covered and (y) having been prepared in accordance with the applicable rules of the SEC;


 


(iii)           
as soon as available and in any event within 30 days after the end of each fiscal month (x) its shipment and average selling
price data for such month and for the then elapsed portion of the Fiscal Year and (y) the additional monthly financial information
described in (and substantially in the form of) Schedule 5.01, certified as to accuracy by a Financial Officer;


 


(iv)           
concurrently with each delivery of financial statements under clause ‎(i) or ‎(ii), a certificate of a Financial
Officer (x) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing,
specifying the details thereof and any action taken or proposed to be taken with respect thereto, (y) setting forth reasonably
detailed calculations demonstrating compliance with the applicable provisions of ‎Section 6.03 and (z) identifying any change(s)
in GAAP or in the application thereof that have become effective since the date of, and have had an effect on, the Borrower’s
most recent audited financial statements referred to in ‎Section 3.04 or delivered pursuant to this Section (and, if any
such change has become effective, specifying the effect of such change on the financial statements accompanying such certificate);


 


(v)           
no later than 60 days after the beginning of each Fiscal Year commencing with the Fiscal Year ending December 31, 2018,
a forecast of the following for each Fiscal Quarter of such Fiscal Year: (3) estimates of operating income, depreciation, Consolidated
EBITDA, Consolidated Interest Expense, Consolidated Cash Interest Expense, operating cash flow, Capital Expenditures and cash balances,
(4) estimates of Eligible Receivables and (5) estimates of Eligible Inventory;


 






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(vi)           
promptly after the same become publicly available, copies of all periodic and other material reports and proxy statements
filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of
the SEC;


 


(vii)           
promptly upon the effectiveness of any material amendment or modification of, or any waiver of the rights of the Borrower
or any of its Subsidiaries under any document evidencing any Permitted Supply Chain Financing, written notice of such amendment,
modification or waiver describing in reasonable detail the purpose and substance thereof;


 


(viii)           
written notice of any change in the Borrower’s Senior Debt Ratings by either Moody’s, Fitch or S&P; and


 


(ix)             
promptly following any request therefor, such other information regarding the operations, business affairs and financial
condition of the Borrower and its Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent
or any Lender may reasonably request; including information and documentation reasonably requested by the Administrative Agent
or any Lender for purposes of compliance with applicable “know your customer” requirements under the US PATRIOT Act
or other applicable anti-money laundering laws.


 


Information required to be delivered pursuant
to this ‎Section 5.01(a) shall be deemed to have been delivered on the date on which the Borrower provides notice to the
Administrative Agent that such information has been posted on the Borrower’s website on the Internet at the website address
listed on the signature pages hereof, at https://www.sec.gov/cgi-bin/browse-edgar?CIK=x&owner=exclude&action=getcompany&Find=Search
or at another website identified in such notice and accessible by the Lenders without charge; provided that (i) such notice
may be included in a certificate delivered pursuant to ‎Section 5.01(a)(iv) and (ii) the Borrower shall deliver paper copies
of the information referred to in ‎Section 5.01(a)(i), ‎Section 5.01(a)(ii) and ‎Section 5.01(a)(vi) to the Administrative
Agent for any Lender which requests such delivery.


 






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(b)           
Borrowing Base Reports. The Borrower will furnish to the Administrative Agent and the Collateral Agent (and the Administrative
Agent shall thereafter deliver to each Lender):


 


(i)            as
soon as available and in any event within 20 days (or if such 20th day is not a Business Day, the next succeeding
Business Day) after the last day of each calendar month, a completed Borrowing Base Certificate (accompanied by supporting
documentation and supplemental reporting) calculating and certifying the Aggregate Borrowing Base, the Tranche A Borrowing
Base and the Tranche B Borrowing Base as of the end of such calendar month, signed on behalf of the Borrower by a Financial
Officer and in form and substance satisfactory to the Collateral Agent; provided that such Borrowing Base Certificate
(accompanied by supporting documentation and supplemental reporting) shall be furnished to the Administrative Agent and the
Collateral Agent as soon as available and in any event within two Business Days after the end of each calendar week (each
such weekly period deemed, for purposes hereof, to end on a Friday) during any period beginning on the date on which Average
Facility Availability has been less than the greater of (x) 12.5% of the total aggregate Commitments and (y) $250,000,000 for
the preceding five (5) consecutive days and ending on the date on which Average Facility Availability has been at least the
greater of (x) 12.5% of the total aggregate Commitments and (y) $250,000,000 for the preceding thirty (30) consecutive days; provided
that if the Borrower is unable through commercially reasonable efforts to provide the reporting required by the foregoing
proviso at the frequency specified, other information and reporting mutually acceptable to the Borrower, the Administrative
Agent and the Collateral Agent shall be substituted; and


 


(ii)           
within two Business Days of any request therefor, such other information in such detail concerning the amount, composition,
and manner of calculation of the Aggregate Borrowing Base, the Tranche A Borrowing Base or the Tranche B Borrowing Base as any
Lender may reasonably request.


 


(c)           
The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:


 


(i)           
the occurrence of any Default;


 






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(ii)           
the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against
or affecting the Borrower or any Subsidiary that, if adversely determined, would reasonably be expected to result in a Material
Adverse Change;


 


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


 


(iv)           
any other development that results in, or would reasonably be expected to result in, a Material Adverse Change.


 


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


 


Section 5.02. Information Regarding Collateral.


 


(a)            The
Borrower will furnish or cause to be furnished to the Administrative Agent and the Collateral Agent prompt written notice of
any change in (i) any Credit Party’s corporate name or any trade name used to identify such Credit Party in the conduct
of its business or any Credit Party’s jurisdiction of organization, chief executive office, its principal place of
business, or any office or facility at which Collateral owned by it is located (including the establishment of any such
new office or facility), (ii) any Credit Party’s identity or corporate or other organizational structure, (iii) any
Credit Party’s State Organizational Identification Number (or Charter Number) and (iv) any Credit Party’s Federal
Taxpayer Identification Number. The Borrower will not effect or permit any change referred to in the preceding sentence
unless all filings have been made under the UCC and all other actions have been taken that are required so that such change
will not at any time adversely affect the validity, perfection or priority of any Transaction Lien on any of the Collateral.
The Borrower will also promptly notify the Administrative Agent and the Collateral Agent if any material portion of the
Collateral is damaged or destroyed.


 


(b)           
Each year, at the time annual financial statements with respect to the preceding Fiscal Year are delivered pursuant to ‎Section
5.01(a)(i), the Borrower will deliver to the Administrative Agent and the Collateral Agent a certificate of a Financial Officer
and the chief legal officer (or other in-house counsel) of the Borrower (i) setting forth the information required pursuant to
paragraphs 1 and 2 of the Perfection Certificate with respect to each Credit Party or confirming that there has been no change
in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent
certificate delivered pursuant to this subsection and (ii) certifying that all UCC financing statements (including fixture filings,
as applicable) or other appropriate filings, recordings or registrations, including all re-filings, re-recordings and re-registrations,
containing a description of the Collateral have been filed of record in each appropriate office in each jurisdiction identified
pursuant to clause (i) to the extent necessary to protect and perfect the Transaction Liens for a period of at least 18 months
after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such
period).


 






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(c)            If
any Credit Party proposes to enter into a Permitted Supply Chain Financing, the Borrower will provide the
Administrative Agent and the Collateral Agent written notice of such proposed entry (a “Permitted Supply Chain
Notice”) at least five Business Days prior to entering into such Permitted Supply Chain Financing. Each Permitted
Supply Chain Notice will (i) identify the Account Debtor whose accounts payable are subject to such Permitted Supply Chain
Financing (the “Applicable Account Debtor”), (ii) attach the purchase agreement or other documentation
relating to such Permitted Supply Chain Financing and (iii) attach an updated Borrowing Base Certificate treating all
Receivables of the Applicable Account Debtor as Ineligible Receivables hereunder, and, thereafter (until delivery of the next
Borrowing Base Certificate pursuant to Section 5.01(b)), the Aggregate Borrowing Base, the Tranche A Borrowing Base and the
Tranche B Borrowing Base shall each be determined based upon such updated Borrowing Base Certificate unless the Borrower
notifies the Collateral Agent that the applicable Permitted Supply Chain Financing will not be consummated or that the
applicable Permitted Supply Chain Financing has been terminated.


 


(d)           
If any Credit Party sells, transfers or otherwise disposes of any Collateral, (i) such Collateral shall thereafter be excluded
from the Aggregate Borrowing Base, the Tranche A Borrowing Base and the Tranche B Borrowing Base and (ii) if the Collateral so
sold, transferred or otherwise disposed of constitutes more than 10% of the Aggregate Borrowing Base at such time, the Borrower
shall deliver to the Collateral Agent an updated Borrowing Base Certificate giving effect to such transaction.


 


(e)           
If any of the Senior Notes are outstanding after the date that is 45 days prior to the stated maturity date of such Senior
Notes, the Borrower shall furnish to the Administrative Agent and the Collateral Agent (i) on a bi-weekly basis, reports in form
and scope reasonably satisfactory to the Administrative Agent detailing the current Liquidity and (ii) on each Business Day, an
email setting forth Liquidity as of such Business Day.


 






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Section 5.03. Existence; Conduct of Business.
The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights,
trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit (i) any
merger, consolidation, liquidation or dissolution involving the Borrower which is expressly permitted under ‎Section 6.02
or (ii) any other transaction which would not reasonably be expected to result in a Material Adverse Change.


 


Section 5.04. Maintenance of Properties.
The Borrower will, and will cause each of its Subsidiaries to, maintain all property material to the conduct of its business in
good working order and condition, ordinary wear and tear excepted.


 


Section 5.05. Insurance.


 


(a)            The
Borrower will maintain, and will cause each of the Subsidiary Guarantors to maintain, on its own or through the Borrower, at
its (or their) sole cost and expense, insurance coverage reasonably acceptable to the Administrative Agent and Collateral
Agent (i) with such policy limits (including deductibles) reasonable and customary for similarly situated Persons
engaged in similar businesses and operating in the same or similar locations as the Borrower and the Subsidiary Guarantors
and (ii) with financially sound and reputable insurers (either with (A) a minimum A. M. Best rating of A-VII, provided,
however, that if the insurance is provided by Borrower’s captive insurance company the minimum rating only applies to
the reinsurers or (B) with such other insurers as shall be reasonably acceptable to the Administrative Agent and the
Collateral Agent) with such policy limits (including deductibles) reasonable and customary for similarly situated Persons
engaged in similar businesses and operating in the same or similar locations as the Borrower and the Subsidiary Guarantors.
If at any time the Borrower becomes aware that conditions and circumstances may have a material adverse effect on its ability
to maintain (or cause to be maintained) insurance coverage as described in the preceding sentence at favorable premiums, it
shall immediately advise the Administrative Agent and the Collateral Agent in writing; provided that such notice must
be given prior to the expiration of the relevant existing policy. Such notice shall include copies of any proposals from
insurers regarding the insurance coverage in question as well as the Borrower’s recommendations with respect thereto.
The Administrative Agent shall promptly advise the Borrower of the requirements of the Administrative Agent (which
requirements shall be determined in good faith by mutual agreement among the Administrative Agent and the Collateral Agent)
regarding such insurance coverage, and the Borrower shall undertake all reasonable efforts to adhere to such requirements. If
the Borrower fails to obtain or maintain the insurance coverage required pursuant to this ‎Section 5.05 or to pay
all premiums relating thereto, the Collateral Agent may at any time or times thereafter obtain and maintain such required
insurance coverage and pay such premiums and take such other actions with respect thereto that the Collateral Agent deem
reasonably advisable. The Collateral Agent shall not have any obligation to obtain insurance for the Borrower or any of its
Subsidiaries or to pay any premiums therefor. By doing so, the Collateral Agent shall not be deemed to have waived any
Default arising from failure of the Borrower to maintain (or cause to be maintained) such insurance or to pay (or cause to be
paid) any premiums therefor. All sums so disbursed, including reasonable attorneys’ fees, court costs and other charges
related thereto, shall be payable on demand by the Borrower to the Administrative Agent and shall be additional obligations
hereunder secured by the Collateral. The Collateral Agent reserves the right at any time upon any change in the
Borrower’s risk profile to require additional insurance coverages and limits of insurance to, in such Agents’
reasonable opinion, adequately protect the interests of the Lender Parties in all or any portion of the Collateral.


 






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(b)            Property
damage policies maintained with respect to any Collateral shall be endorsed or otherwise amended to include
(i) a lenders’ loss payable clause, in each case in favor of the Collateral Agent and providing for losses
thereunder to be payable to the Collateral Agent or its designee as loss payee and (ii) a provision to the effect that
none of the Administrative Agent and the Collateral Agent nor any other Lender Party shall be a coinsurer. Commercial general
liability policies shall be endorsed to name the Collateral Agent as an additional insured. Each such policy referred to in
this subsection also shall provide that it shall not be canceled, modified or not renewed (x) by reason of nonpayment of
premium except upon at least 10 days’ prior written notice thereof by the insurer to the Collateral Agent (giving the
Collateral Agent the right to cure defaults in the payment of premiums) or (y) for any other reason except upon at least
30 days’ prior written notice thereof by the insurer to the Collateral Agent. The Borrower shall deliver to the
Collateral Agent, prior to the cancellation, modification or nonrenewal of any such policy of insurance, a copy of a renewal
or replacement policy (or other evidence of renewal of a policy previously delivered to the Collateral Agent) together with
evidence reasonably satisfactory to the Collateral Agent of payment of the premium therefor.


 


Section 5.06. Casualty and Condemnation.
The Borrower will furnish to the Administrative Agent, the Collateral Agent and the Lenders prompt written notice of any casualty
or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking
of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding.


 






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Section 5.07. Proper Records; Rights
to Inspect and Appraise.


 


(a)           
The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which complete
and correct entries are made of all transactions relating to its business and activities. The Borrower will, and will cause each
of its Subsidiaries to, permit any representatives designated by the Administrative Agent, the Collateral Agent or any Lender,
at reasonable times and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its
books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested. Any representatives of the Administrative Agent or any Lender shall comply
with the Borrower’s rules regarding safety and security while visiting the Borrower’s facilities.


 


(b)           
[Reserved].


 


(c)            The
Borrower will, and will cause each of its Subsidiaries to, permit the Collateral Agent and any representatives designated by
it (including any consultants, accountants, lawyers and appraisers retained by the Collateral Agent) to conduct field
exams and evaluations and appraisals of the assets included in the Aggregate Borrowing Base, the Tranche A Borrowing Base or
the Tranche B Borrowing Base and the Borrower’s computation of the Aggregate Borrowing Base, the Tranche A Borrowing
Base or the Tranche B Borrowing Base, all at such reasonable times and as often as reasonably requested. The Borrower shall
pay the reasonable and documented fees and expenses of employees of the Collateral Agent (including reasonable and customary
internally allocated fees of such employees incurred in connection with periodic field exams, evaluations and internally
allocated monitoring fees associated with the Collateral Agent’s “collateral agent services group” or
similar body), and the documented fees and expenses of any representatives (including any inventory appraisal firm) retained
by the Collateral Agent to conduct any such inventory evaluation or appraisal, in respect of (i) up to one such field exam
performed by the Collateral Agent in any calendar year and up to one such inventory appraisal in any calendar year at any
time when the Average Facility Availability is greater than or equal to the greater of (x) 15% of the total aggregate
Commitments and (y) $300,000,000, provided that the Collateral Agent shall cause one inventory appraisal and field
exam to be conducted every 12 months, except that so long as no Loans are outstanding and without limiting the following
clauses (ii), (iii) and (iv), the Collateral Agent may in its Permitted Discretion elect to conduct less frequent inventory
appraisals and/or field exams (but in no event less frequently than (A) once during the period commencing on the Effective
Date and ending on December 31, 2020 and (B) once every 24 months thereafter) (however, if a Borrowing occurs when the most
recent inventory appraisal and/or field exam was conducted more than 12 months prior to that Borrowing, the Collateral Agent
shall within 60 days cause an inventory appraisal and/or field exam to be conducted as of the last day of the calendar month
most recently ended prior to the date of such Borrowing), (ii) up to two such field exams performed by the Collateral
Agent in any calendar year and up to two such inventory appraisals in any calendar year at any time beginning on the date on
which Average Facility Availability has been less than the greater of (x) 15% of the total aggregate Commitments and (y)
$300,000,000 for the preceding five (5) consecutive days and ending on the date on which Average Facility Availability has
been at least the greater of (x) 15% of the total aggregate Commitments and (y) $300,000,000 for the preceding thirty (30)
consecutive days, (iii) any number of such field exams performed by the Collateral Agent and any number of such
inventory appraisals during the continuance of a Default or Event of Default, and (iv) any number of additional appraisals of
the assets included in the Aggregate Borrowing Base, the Tranche A Borrowing Base or the Tranche B Borrowing Base, all at
such times and as often as reasonably requested, if the Collateral Agent, in its good faith judgment, reasonably believes
that any circumstance or event (including a decline in steel prices) has materially affected the value of the Aggregate
Borrowing Base, the Tranche A Borrowing Base or the Tranche B Borrowing Base. The Collateral Agent and any representative
designated by it to conduct such field exams, evaluations and appraisals shall, during any review, inspection or other
activity performed at any of the Borrower’s or any other Credit Party’s plant sites, (I) be accompanied at all
times by a plant safety representative (and the Borrower hereby agrees to cause such a plant safety representative to be
available for such purpose at such reasonable hours as may be requested and upon reasonable prior notice) and (II) comply at
all times with the Borrower’s or such other Credit Party’s rules regarding safety and security to the extent that
the Collateral Agent or representative has been notified of such rules. In connection with any field exam or appraisal
relating to the computation of the Aggregate Borrowing Base, the Tranche A Borrowing Base or the Tranche B Borrowing Base,
the Borrower shall make adjustments to the Aggregate Borrowing Base, the Tranche A Borrowing Base or the Tranche B Borrowing
Base (as applicable) (which may include maintaining additional reserves or modifying the eligibility criteria for components
of the Tranche A Borrowing Base or the Tranche B Borrowing Base) to the extent required by the Collateral Agent or the
Required Lenders as a result of any such field exam or appraisal. The Collateral Agent shall furnish to the
Administrative Agent (for delivery to each Lender) a copy of the final written field exam or appraisal report prepared in
connection with such field exam or appraisal.


 






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Section 5.08. Compliance with Laws.
The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental
Authority (including all Environmental Laws and ERISA and the respective rules and regulations thereunder) applicable to it or
its property, other than such laws, rules or regulations (a) the validity or applicability of which the Borrower or any Subsidiary
is contesting in good faith by appropriate proceedings or (b) the failure to comply with which would not reasonably be expected
to result in a Material Adverse Change. The Borrower will maintain in effect and enforce policies and procedures designed to promote
and achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions.


 


Section 5.09. Use of Proceeds and
Letters of Credit. The proceeds of the Loans will be used for the general corporate purposes (including working capital
needs) of the Borrower. No part of the proceeds of any Loan will be used, directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations T, U, and X. Letters of
Credit will be requested and used only to finance the general corporate purposes (including working capital needs) of the
Borrower, and will not be used, whether directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Federal Reserve Board, including regulations T, U and X. No part of the proceeds of any Loan will be used,
directly or indirectly, by the Borrower (i) in violation of the U.S. Foreign Corrupt Practices Act or any other applicable
Anti-Corruption Laws, (ii) for the purpose of funding or financing any activities or business of or with any Sanctioned
Person, or in any Sanctioned Country, except to the extent it would be permissible for a Lender to finance such activities or
business , or (iii) in any manner that would result in the violation of any Sanctions by any party hereto.


 






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Section 5.10. Further Assurances.


 


(a)           
The Borrower will and will cause each other Credit Party to execute and deliver any and all further documents, financing
statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements
and other documents), that may be required under any applicable law, or that the Administrative Agent, the Collateral Agent or
the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all
at the Borrower’s expense. The Borrower will provide to the Collateral Agent, from time to time upon request, evidence reasonably
satisfactory to the Collateral Agent as to the perfection and priority of the Transaction Liens created or intended to be created
by the Security Documents.


 


(b)           
If, on the date when all of the Tranche A Commitments are terminated (whether pursuant to ‎Section 2.10 or otherwise),
any Letter of Credit remains outstanding, the Borrower shall deposit in the Cash Collateral Account on such date an amount in cash
equal to 102% of the total LC Exposure as of such date plus any accrued and unpaid interest thereon. Any amount so deposited (including
any earnings thereon) will be withdrawn from the Cash Collateral Account by the Administrative Agent and applied to pay LC Reimbursement
Obligations as they become due; provided that at such time as all outstanding Letters of Credit have expired, and all LC
Reimbursement Obligations (plus accrued and unpaid interest thereon) have been paid in full, such amount, to the extent not therefore
applied, shall be returned to the Borrower.


 






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Article
6

Negative Covenants


 


Until all the Commitments have expired or
terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters
of Credit have expired or been cancelled and all LC Disbursements have been reimbursed, the Borrower covenants and agrees with
the Lenders that:


 


Section 6.01. Liens. The
Borrower will not, and will not permit any of its Subsidiaries to, create or permit to exist any Lien on any property now
owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except the following:


 


(a)           
Permitted Liens;


 


(b)           
any Lien on any property of the Borrower or any Subsidiary existing on the date hereof and (in the case of any such Lien
that (x) secures Debt or (y) arises outside the ordinary course of business) listed in Schedule 6.01; provided that (i)
such Lien shall not apply to any other property of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations
which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal
amount thereof;


 


(c)           
any Lien existing on any property or asset before the acquisition thereof by the Borrower or any Subsidiary or existing
on any property or asset of any Person that first becomes a Subsidiary after the date hereof before the time such Person becomes
a Subsidiary; provided that (i) such Lien is not initially created in contemplation of or in connection with such acquisition
or such Person becoming a Subsidiary, as the case may be, (ii) such Lien will not apply to any other property or asset of the Borrower
or any Subsidiary and (iii) such Lien will secure only those obligations which it secures on the date of such acquisition or the
date such Person first becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not
increase the outstanding (or committed) principal amount thereof;


 






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(d)           
Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that
(i) such Liens and the Debt secured thereby are incurred before or within 180 days after such acquisition or the completion of
such construction or improvement, (ii) the Debt secured thereby does not exceed 100% of the cost of acquiring, constructing or
improving such fixed or capital assets and (iii) such Liens will not apply to any other property of the Borrower or any Subsidiary
other than any additions and accessions thereto;


 


(e)           
Liens to secure a Debt owing to the Borrower or a Subsidiary;


 


(f)           
any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by a Lien permitted by any
of clause ‎(c), ‎(d) or ‎(e) of this Section; provided that such Debt is not increased (except by the
amount of fees, expenses and premiums required to be paid in connection with such refinancing, extension, renewal or refunding)
and is not secured by any additional assets;


 


(g)           
Liens securing Debt arising out of, and sales of accounts receivable as part of, a Permitted Supply Chain Financing;


 


(h)           
Liens securing Industrial Revenue Bond Obligations issued for the benefit of the Borrower;


 


(i)           
Liens on assets of Foreign Subsidiaries securing obligations of Foreign Subsidiaries;


 


(j)           
Liens not otherwise permitted by the foregoing clauses of this ‎Section 6.01 on assets (other than assets that either
(i) constitute Collateral or (ii) are of the type that would constitute Collateral if the owner of such assets were a Subsidiary
Guarantor and had satisfied the Collateral and Guarantee Requirement); provided that (x) the aggregate principal amount
of Debt and other obligations secured thereby shall not exceed 17.5% of Consolidated Net Tangible Assets (determined at the time
of incurrence) and (y) the holders of any Debt secured thereby (or the representative thereof) shall have entered into a customary
collateral cooperation agreement with the Collateral Agent, reasonably satisfactory to the Collateral Agent, providing for customary
access rights in connection with an enforcement of the Liens on the Collateral granted pursuant to the Loan Documents; and


 


(k)           
Liens granted by the Borrower or any Subsidiary Guarantor pursuant to the Loan Documents.


 






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Section 6.02. Fundamental Changes.
The Borrower will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly
or indirectly, all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any other Person;
provided that the Borrower may permit any corporation to be merged into the Borrower or may consolidate with or merge into
or sell or otherwise (except by lease) dispose of its assets as an entirety or substantially as an entirety to any solvent corporation
organized under the laws of the United States, any state thereof or the District of Columbia, which expressly assumes in writing
reasonably satisfactory to the Administrative Agent the due and punctual payment of the principal of and interest on the Loans
and the due and punctual performance of the obligations of the Borrower hereunder and under any promissory note delivered pursuant
to Section 2.17(d) hereunder, if (x) after giving effect to such consolidation, merger or other disposition, no Default shall have
occurred and be continuing and (y) any such disposition shall not release the corporation that originally executed this Agreement
as the borrower from its liability as obligor hereunder or under any promissory note delivered pursuant to Section 2.17(d) hereunder.


 


Section 6.03. Financial Covenant.
The Borrower will not permit the Fixed Charge Coverage Ratio to be less than 1.00:1.00; provided that compliance with this
Section 6.03 shall be required only at such times as Aggregate Facility Availability is less than the greater of (x) 10% of the
total aggregate Commitments and (y) $200,000,000.


 


Section 6.04. Sale of Receivables.
The Borrower will not, and will not permit any Credit Party to, sell, transfer, or otherwise dispose of any Receivables owned by
the Borrower or any Credit Party in connection with any financing or factoring transaction other than (x) in connection with a
Permitted Supply Chain Financing and (y) a sale of Ineligible Receivables in the ordinary course of business in connection with
the collection thereof.


 


Article
7

Events of Default


 


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


 


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


 


(b)           
the Borrower shall fail to pay when due any interest on any Loan or any fee or other amount (except an amount referred to
in clause ‎(a)) payable under any Loan Document, and such failure shall continue unremedied for a period of five Business
Days;


 






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(c)           
any representation, warranty or certification made or deemed made by or on behalf of the Borrower in or in connection with
any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement
or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver
thereunder, shall prove to have been incorrect when made or deemed made and, if the circumstances giving rise to such false or
misleading representation or warranty are susceptible to being cured in all material respects, such false or misleading representation
or warranty shall not be cured in all material respects for five days after the earlier to occur of (i) the date on which an officer
of the Borrower shall obtain knowledge thereof or (ii) the date on which written notice thereof shall have been given to the Borrower
by the Administrative Agent;


 


(d)           
the Borrower shall fail to observe or perform any covenant or agreement contained in ‎Section 5.01(a)(i) or ‎(ii),
 ‎Section 5.01(c), Section 5.02(c), Sections ‎5.04 through ‎5.06, Section ‎5.09, ‎Section 5.10 or
in ‎Article 6;


 


(e)           
the Borrower shall fail to observe or perform (i) any covenant or agreement contained in ‎Section 5.01(b) or Section
5.02(d) and such failure shall continue for three days after the earlier of notice of such failure to the Borrower from the Administrative
Agent or knowledge of such failure by an officer of the Borrower, or (ii) any covenant or agreement contained in ‎Section
5.01(a)(iii), Sections ‎5.01(a)(v) through ‎5.01(a)(viii), ‎Section 5.02(a) or ‎Section 5.02(b) and
such failure shall continue for 10 days after the earlier of notice of such failure to the Borrower from the Administrative Agent
or knowledge of such failure by an officer of the Borrower;


 


(f)           
the Borrower shall fail to observe or perform any provision of any Loan Document (other than those failures covered by clauses
 ‎(a), ‎(b), ‎(d) and ‎(e) of this ‎Article 7) and such failure shall continue for 30 days after the
earlier of notice of such failure to the Borrower from the Administrative Agent or knowledge of such failure by an officer of the
Borrower;


 


(g)           
the Borrower or any of its Subsidiaries shall fail to make a payment or payments (whether of principal or interest and regardless
of amount) in respect of any Material Debt when the same shall become due or within any applicable grace period;


 






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(h)           
any event or condition occurs that (i) results in acceleration of the maturity of any Material Debt or (ii) enables or permits
the holder or holders of Material Debt or any trustee or agent on its or their behalf to cause any Material Debt to become due,
or to require the prepayment, repurchase, redemption or defeasance thereof, before its scheduled maturity but in the case of any
event described in this clause ‎(ii), only after the lapse of a cure period, equal to the greater of five Business Days or
the cure period specified in the instrument governing such Material Debt;


 


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


 


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


 


(k)           
the Borrower or any of its Significant Subsidiaries shall become unable, admit in writing its inability or fail generally
to pay its debts as they become due;


 


(l)           
one or more judgments for the payment of money in an aggregate amount exceeding $100,000,000 shall be rendered against the
Borrower or any of its Significant Subsidiaries and shall remain undischarged for a period of 30 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
asset of the Borrower or any of its Significant Subsidiaries to enforce any such judgment;


 






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


 


(n)           
any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Credit Party
not to be, a valid and perfected Lien on all or a substantial part of the Collateral, with the priority required by the applicable
Security Document, except as a result of (i) a sale or other disposition of the applicable Collateral in a transaction permitted
under the Loan Documents or (ii) a permitted release of the applicable Collateral in accordance with the terms of the Loan Documents;
or


 


(o)            any
Subsidiary Guarantee of a Subsidiary Guarantor shall cease for any reason to be in full force and effect, unless
such Subsidiary Guarantee is released pursuant to the release provisions contained therein;


 


then, and (I) in every such
event (except an event with respect to the Borrower described in clause ‎(i) or ‎(j) above), and at any time
thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders
shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and (ii)(A) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are waived by the
Borrower and (B) apply all payments received on account of the Obligations, subject to Section 2.25,
(x) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts
payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative
Agent payable under Section 9.03) and (y) second, in accordance with Section 7 of each applicable Security
Agreement; and (II) in the case of any event with respect to the Borrower described in clause ‎(i) or ‎(j)
above, (i) the Commitments shall automatically terminate and (ii)(A) the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder,
shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which
are waived by the Borrower and (B) all payments received on account of the Obligations shall, subject to
Section 2.25, be applied by the Administrative Agent (x) first, to payment of that portion of the Obligations
constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and
disbursements and other charges of counsel to the Administrative Agent payable under Section 9.03) and (y) second,
in accordance with Section 7 of each applicable Security Agreement. Additionally, and without limiting the generality of the
foregoing, on each Business Day during a Sweep Period (as defined in the applicable Security Agreement), the Collateral Agent
shall apply funds on deposit in the Cash Collateral Account in accordance with Section 5(d) of the applicable Security
Agreement.


 






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Article
8

The Agents


 


Section 8.01. Appointment and
Authorization.  Each Lender and LC Issuing Bank irrevocably appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers under the Loan Documents as are delegated to such Agent by the terms hereof
or thereof, together with all such powers as are reasonably incidental thereto. Without limiting the generality of the
foregoing, the Collateral Agent shall have the sole and exclusive authority to (a) act as collateral agent for the Secured
Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated
therein, (b) manage, supervise or otherwise deal with Collateral and (c) take any enforcement action or otherwise exercise
any rights or remedies with respect to any Collateral under the Loan Documents, applicable law or otherwise. The Collateral
Agent alone shall be authorized to determine whether any Receivables or Inventory constitute Eligible Receivables or Eligible
Inventory, or whether to impose or release any Availability Reserve, which determinations and judgments, if exercised in good
faith, shall exonerate the Collateral Agent from liability to any Lender, any LC Issuing Bank or other Person for any error
in judgment.


 


Section 8.02. Administrative Agent and
Affiliates. JPMorgan Chase Bank, N.A. shall have the same rights and powers under this Agreement as any other Lender or LC
Issuing Bank and may exercise or refrain from exercising the same as though it were not the Administrative Agent or the Collateral
Agent, and JPMorgan Chase Bank, N.A. and its affiliates may accept deposits from, lend money to, and generally engage in any kind
of business with the Borrower or any Subsidiary or affiliate of the Borrower as if it were not the Administrative Agent or the
Collateral Agent hereunder.


 






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Section 8.03. Action by Administrative
Agent.


 


(a)           
The obligations of each Agent hereunder are only those expressly set forth herein. Without limiting the generality of the
foregoing, none of the Agents shall be required to take any action with respect to any Default, except as expressly provided in
 ‎Article 7.


 


(b)           
The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available
to the Lenders and the LC Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any
other electronic platform chosen by the Administrative Agent to be its electronic transmission system (any such chosen electronic
transmission system, the “Approved Electronic Platform”).


 


(c)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and
policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a
user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization
method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each
of the LC Issuing Banks and the Borrower acknowledges and agrees that the distribution of material through an electronic
medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. Each
of the Lenders, each of the LC Issuing Banks and the Borrower hereby approves distribution of the Communications through the
Approved Electronic Platform and understands and assumes the risks of such distribution.


 


(d)           
THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF
THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND
THE COMMUNICATIONS. 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 THE
APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE
AGENT, ANY ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY CO-SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY,
 “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY CREDIT PARTY, ANY LENDER, ANY LC ISSUING BANK OR ANY
OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY CREDIT PARTY’S
OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET
OR THE APPROVED ELECTRONIC PLATFORM, except for such damages resulting from such APPLICABLE PARTY’s gross negligence or willful
misconduct as determined in a final judgment of a court of competent jurisdiction.  IN NO EVENT SHALL THE APPLICABLE PARTIES
HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR
OTHERWISE).


 


 



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(e)            Each
of the Lenders, each of the LC Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be
required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform
in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.


 


(f)           
Each of the Lenders and each of the LC Issuing Banks agrees that notice to it specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communication to such Lender or LC Issuing Bank,
as applicable, for purposes of the Loan Documents. Each Lender and each LC Issuing Bank agrees (i) to notify the Administrative
Agent in writing (including by electronic communication) from time to time of such Lender’s email address to which the foregoing
notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(g)           
Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any LC Issuing Bank to give any notice
or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.


 


Section 8.04. Consultation with Experts.
The Agents may consult with legal counsel (who may be counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice
of such counsel, accountants or experts.


 






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Section 8.05. Liability of Agents. 
None of the Agents nor any of their respective affiliates nor any of their respective directors, officers, agents, or employees
shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required
Lenders or such other number of Lenders as may be expressly required hereunder or (ii) in the absence of its own gross negligence
or willful misconduct. None of the Agents nor any of their respective affiliates nor any of their respective directors, officers,
agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty
or representation made in connection with this Agreement or any borrowing or issuance of a Letter of Credit hereunder; (ii) the
performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified
in ‎Article 4, except receipt of items required to be delivered to an Agent; or (iv) the validity, effectiveness or genuineness
of this Agreement, any promissory note issued pursuant to Section 2.17(d) or any other instrument or writing furnished in connection
herewith. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing
(which may be a Lender wire, telex, facsimile, electronic transmission or similar writing) believed by it to be genuine or to be
signed by the proper party or parties.


 


Section 8.06. Credit Decision. Each
Lender and each LC Issuing Bank acknowledges that it has, independently and without reliance upon any Agent or any other Lender
or LC Issuing Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender and LC Issuing Bank also acknowledges that it will, independently and without
reliance upon any Agent or any other Lender or LC Issuing Bank, 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 any action under this Agreement.


 


Section 8.07. Successor Administrative
Agent. Any Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent 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 resignation,
then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial Lender organized
or licensed under the laws of the United States, any state thereof or the District of Columbia and having a combined capital and
surplus of at least $50,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Agent,
the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.


 






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Section 8.08. Agents’ Fees. The
Borrower shall pay to each Agent for its own account fees in the amounts and at the times previously agreed upon between the Borrower
and such Agent.


 


Section 8.09. Sub-Agents and Related
Parties. Each Agent may perform any and all its duties and exercise its rights and powers by or through one or more sub-agents
appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through
their respective Related Parties. The exculpatory provisions of the preceding Sections of this Article shall apply to any such
sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to activities in connection with the
syndication of the credit facilities provided for herein as well as activities as an Agent hereunder.


 


Section 8.10. Other Agents. Nothing
in this Agreement shall impose any duty or liability whatsoever on any Agent (other than the Administrative Agent or the Collateral
Agent) in its capacity as an Agent.


 


Section 8.11. Collateral and Guarantee
Matters. Each Secured Party irrevocably authorizes and instructs the Collateral Agent to do the following:


 


(a)           
release any Lien on any property granted to or held by Collateral Agent under any Loan Document (i) upon the satisfaction
of the Release Conditions, (ii) that is sold or transferred or to be sold or transferred as part of or in connection with any sale,
transfer or other disposition not prohibited by the Loan Documents to a Person that is not a Credit Party (including release of
any Collateral subject to a Permitted Supply Chain Financing), (iii) that does not constitute (or ceases to constitute) Collateral,
(iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from
its guarantee otherwise in accordance with the Loan Documents, (v) otherwise in accordance with Section 12 of the Borrower Security
Agreement (or the corresponding provision of any other Security Agreement) or (vi) if approved, authorized or ratified in writing
by the percentage of Lenders required by Section 9.02; and


 


(b)           
release any Subsidiary Guarantor from its guarantee of the Secured Obligations (i) upon the consummation of any permitted
transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Subsidiary of the
Borrower and/or (ii) upon the satisfaction of the Release Conditions.


 






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Section 8.12. Secured Parties. By
accepting the benefits of the Security Document, each Secured Party, regardless of whether a signatory to this Agreement, shall
be deemed to have agreed to the terms contained in this Article 8 and in Section 11 of the Borrower Security Agreement (and any
corresponding provision in any other Security Agreement).


 


Section 8.13. Certain ERISA Matters.


 


(a)           
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower or any Subsidiary, that at least one of the following is and will be true:


 


(i)           
such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit
Plans in connection with the Loans, the Letters of Credit or the Commitments,


 


(ii)           
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and
the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith,


 


(iii)           
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to
enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such
Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 






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(iv)           
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender.


 


(b)            In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding
clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of the Borrower or any Subsidiary, that:


 


(i)           
none of the Administrative Agent, or any Arranger or any of their respective Affiliates is a fiduciary with respect to the
assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under
this Agreement, any Loan Document or any documents related to hereto or thereto),


 


(ii)           
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within
the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser,
a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case
as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)           
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating
investment risks independently, both in general and with regard to particular transactions and investment strategies (including
in respect of the obligations),


 






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(iv)           
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under
ERISA or the Internal Revenue Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement
and is responsible for exercising independent judgment in evaluating the transactions hereunder, and


 


(v)           
no fee or other compensation is being paid directly to the Administrative Agent, any Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


(c)            The
Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to
provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions
contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such
Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of
Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the
Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the
Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated
hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees,
upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees,
minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing
fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the
foregoing.


 


Article
9

Miscellaneous


 


Section 9.01.
Notices.


 


(a)           
Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other
communications provided for herein shall be in writing (it being understood that any notices or communication required to be delivered
by the Borrower “in writing” may be delivered by the succeeding means, including via electronic mail) and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy or other electronic
means, as follows:


 


(i)           
if to the Borrower, to it at 600 Grant Street, 61st Floor, Pittsburgh, Pennsylvania 15219, Attention of Treasurer and Chief
Risk Officer (Facsimile No. (412) 433-1167), with a copy to the Borrower, to it at 600 Grant Street, Room 1874, Pittsburgh, Pennsylvania
15219, Attention of the Manager – Corporate Finance (Facsimile No.(412) 433-2222);


 






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(ii)           
if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Road, Ops 2 Floor 3, Newark, Delaware
19713-2107, attention of Mary Crews (Tel: (302) 634-5758; Email: mary.crews@jpmorgan.com); with a copy to (i) James Shender,
383 Madison Avenue, FL 24, New York, New York 10179 (Facsimile: (212) 270-5100; Email: james.m.shender@jpmorgan.com) and
(ii) Justin Aramalla, 383 Madison Avenue, FL 24, New York, New York 10179 (Email: justin.aramalla@jpmorgan.com);


 


(iii)           
if to the Collateral Agent, to JPMorgan Chase & Co., CIB DMO WLO, Mail code NY1-C413, 4 CMC, Brooklyn, NY, 11245-0001,
United States (Email: ib.collateral.services@jpmchase.com); with a copy to (i) James Shender, 383 Madison Avenue, FL 24,
New York, New York 10179 (Facsimile: (212) 270-5100; Email: james.m.shender@jpmorgan.com) and (ii) Justin Aramalla,
383 Madison Avenue, FL 24, New York, New York 10179 (Email: justin.aramalla@jpmorgan.com); Borrowing Base Certificates
shall also be sent, to (i) ib.cbc@jpmchase.com and (ii) brittany.s.stark@jpmorgan.com;


 


(iv)           
if to JPMorgan Chase Bank, N.A. as LC Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10420 Highland Manor Dr. 4th Floor,
Tampa, FL 33610, Attention: Standby LC Unit, (Facsimile: 856-294-5267; Email: gts.ib.standby@jpmchase.com); with a copy
to JPMorgan Chase Bank, N.A., 500 Stanton Christiana Rd., NCC5 / 1st Floor, Newark, DE 19713, Attention: Loan & Agency Services
Group;


 


(v)           
if to any other Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.


 






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(b)           
The Administrative Agent, the Collateral 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.


 


(c)           
Any party hereto may change its address, telecopy number or email address for notices and other communications hereunder
by notice to the Administrative Agent and the Borrower. All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement will be deemed to have been given on the date of receipt.


 


Section 9.02. Waivers; Amendments.


 


(a)            No
failure or delay by any Lender Party in exercising any right or power hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Lender Parties under the Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or
consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by
subsection ‎(b) of this Section, and then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. Without limiting the generality of the foregoing, neither the making of a Loan nor the
issuance, amendment, renewal or extension of a Letter of Credit shall be construed as a waiver of any Default, regardless of
whether any Lender Party had notice or knowledge of such Default at the time.


 


(b)           
Except as otherwise provided in Section 2.15(e) or Section 2.19(b), no Loan Document or provision thereof may be waived,
amended or modified except, in the case of this Agreement, by an agreement or agreements in writing entered into by the Borrower
and the Required Lenders or, in the case of any other Loan Document, by an agreement or agreements in writing entered into by the
parties thereto with the consent of the Required Lenders; provided that no such agreement shall:


 


(i)           
increase the Commitment of any Lender without its written consent;


 


(ii)           
reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fee payable
hereunder, without the written consent of each Lender Party affected thereby;


 






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(iii)           
postpone the maturity of any Loan, or the required date of any mandatory payment of principal (including pursuant to ‎Section
2.11(b)), or the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest or fee payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender Party affected thereby;


 


(iv)           
change (x) the definition of “Percentage” or ‎Section 2.23 hereof or (y) with respect to any Security
Agreement, the definition of “Additional Secured Obligations”, “Secured Bi-Lateral Letter of Credit Obligations”,
 “Secured Cash Management Obligations”, “Secured Derivative Obligations” or “Secured Vendor Financing
Obligations” (or any component definitions used in the foregoing) or Section 7(a) or 7(b) of such Security Agreement, in
each case, without the written consent of each Lender adversely affected thereby;


 


(v)           
change any provision of this Section or the percentage set forth in the definition of “Required Lenders” or
any other provision of any Loan Document specifying the number or percentage of Lenders required to take any action thereunder,
without the written consent of each Lender;


 


(vi)           
except as otherwise expressly permitted pursuant to the applicable Security Agreement, release all or substantially all
of the Collateral from the Transaction Liens, without the written consent of each Lender;


 


(vii)           
(A) increase the advance rate percentages used in the definitions of “Tranche A Available Inventory”,
 “Tranche A Available Receivables”, “Tranche B Available Inventory” or “Tranche A
Available Receivables” without the written consent of each Lender, or (B) change standards of eligibility from those
specified herein in a manner that causes the Aggregate Borrowing Base, the Tranche A Borrowing Base or the Tranche B Borrowing
Base to be increased without the written consent of Lenders having aggregate Credit Exposures representing at least 75% of the
sum of all Credit Exposures of all Lenders at such time;


 


(viii)           
unless signed by a Designated Lender or its Designating Lender, subject such Designated Lender to any additional obligation
or affect its rights hereunder (unless the rights of all the Lenders are similarly affected); or


 






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(ix)           
except as otherwise expressly permitted pursuant to the terms of the Loan Documents, release any Subsidiary Guarantor, without
the written consent of the Collateral Agent and the Required Lenders; and


 


provided further that no such agreement shall amend,
modify or otherwise affect the rights or duties of any Agent or any LC Issuing Bank without its prior written consent; and provided
further that neither (x) a reduction or termination of Commitments pursuant to Section ‎2.09 or ‎2.18, nor (y)
an increase in Commitments pursuant to ‎Section 2.15, constitutes an amendment, waiver or modification for purposes of this
 ‎Section 9.02.


 


(c)           
Notwithstanding the foregoing, if the Required Lenders enter into or consent to any waiver, amendment or modification pursuant
to subsection ‎(b) of this Section, no consent of any other Lender will be required if, when such waiver, amendment or modification
becomes effective, (i) the Commitment of each Lender not consenting thereto terminates and (ii) all amounts owing to it or accrued
for its account hereunder are paid in full.


 


(d)           
Notwithstanding the foregoing, Subsidiary Guarantee Agreements shall be terminated and Collateral shall be released from
the Transaction Liens from time to time as necessary to effect any sale of assets (including the sale of a Subsidiary Guarantor)
permitted by the Loan Documents, and the Administrative Agent shall (at the Borrower’s expense) execute and deliver all release
documents reasonably requested to evidence such release.


 


Section 9.03. Expenses; Indemnity; Damage
Waiver.


 


(a)           
The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Arrangers, the Administrative
Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of Davis Polk & Wardwell LLP,
special counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket
expenses incurred by any LC Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit
or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by any Lender Party, including the fees, charges
and disbursements of any counsel for any Lender Party, in connection with the enforcement or protection of its rights in connection
with the Loan Documents (including its rights under this Section), the Letters of Credit or the Loans, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of the Letters of Credit or the Loans.


 






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(b)            The
Borrower shall indemnify each of the Lender Parties and their respective Related Parties (each such Person being called an
 “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements of counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any
Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents
of their respective obligations thereunder or the consummation of the Financing Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an LC
Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand
do not comply with the terms of such Letter of Credit, as determined in accordance with Section 2.16(g)), (iii) any actual or
alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the
Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation, investigation, arbitration or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory and regardless whether any Indemnitee
is a party thereto; provided that (i) such indemnity shall not be available to any Indemnitee to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee (or of any of such
Indemnitee’s Related Parties acting at the direction of such Indemnitee); (ii) such indemnity shall not be available to
any Indemnitee for losses, claims, damages, liabilities or related expenses arising out of a proceeding in which such
Indemnitee and the Borrower are adverse parties involving a material breach by an Indemnitee to the extent that the Borrower
prevails on the merits, as determined by a court of competent jurisdiction in a final and non-appealable judgment (it being
understood that nothing in this Agreement shall preclude a claim or suit by the Borrower against any Indemnitee for such
Indemnitee’s failure to perform any of its obligations to the Borrower under the Loan Documents); (iii) the
Borrower shall not, in connection with any such proceeding or related proceedings in the same jurisdiction and in the absence
of conflicts of interest, be liable for the fees and expenses of more than one law firm at any one time for the Indemnitees
(which law firm shall be selected (x) by mutual agreement of the Administrative Agent and the Borrower or (y) if no such
agreement has been reached following the Administrative Agent’s good faith consultation with the Borrower with respect
thereto, by the Administrative Agent in its sole discretion); (iv) each Indemnitee shall give the Borrower (x) prompt notice
of any such action brought against such Indemnitee in connection with a claim for which it is entitled to indemnity under
this Section and (y) an opportunity to consult from time to time with such Indemnitee regarding defensive measures and
potential settlement; and (v) the Borrower shall not be obligated to pay the amount of any settlement entered into without
its written consent (which consent shall not be unreasonably withheld or delayed). In the case of an investigation,
litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not
such investigation, litigation or proceeding is brought by the Borrower, its equity holders or creditors or an Indemnitee,
whether or not an Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereby are
consummated. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.


 






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(c)            To
the extent that the Borrower fails to pay any amount required to be paid by it to any Agent or any LC Issuing Bank
under subsection ‎(a) or ‎(b) of this Section, each Lender severally agrees to pay to such Agent or such LC
Issuing Bank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such
Agent or such LC Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata
share” shall be determined based on its share of the sum of the total Credit Exposures.


 


(d)           
To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
(i) for any damages arising from the use by others of information or other materials obtained through telecommunications,
electronic or other information transmission systems (including the Internet), except for such damages resulting from such Indemnitee’s
gross negligence or willful misconduct as determined in a final judgment of a court of competent jurisdiction and (ii) on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of,
in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Financing Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.


 


(e)           
All amounts due under this Section shall be payable within five Business Days after written demand therefor.


 






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Section 9.04. Successors and Assigns.


 


(a)           
The provisions of this Agreement shall be binding on and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of any LC Issuing Bank that issues any Letter of Credit), except
that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (except the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of any LC Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph ‎(c) of this Section) and, to the extent expressly provided herein, the Related Parties
of the Lender Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)            Any
Lender may assign to one or more assignees (other than (x) a natural person (or a holding company, investment vehicle or
trust for, or owned and operated for the primary benefit of, a natural person), (y) a Defaulting Lender, or (z) the
Borrower or any of the Borrower’s Affiliates or Subsidiaries) all or a portion of its rights and obligations under this
Agreement (including all or a portion of any Commitment it has at the time and any Loans at the time owing to it); provided
that:


 


(i)           
except in the case of an assignment to a Lender or a Lender Affiliate, the Borrower must give its prior written consent
to such assignment (which consent shall not be unreasonably withheld or delayed); provided that the Borrower shall be deemed
to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5
Business Days after having received notice thereof;


 


(ii)           
the Administrative Agent must give its prior written consent (which consent shall not be unreasonably withheld or delayed);


 


(iii)           
with respect to Tranche A Commitments only, each LC Issuing Bank must give its prior written consent to such assignment
(which consent shall not be unreasonably withheld or delayed);


 


(iv)           
each partial assignment of a Tranche A Commitment or Tranche B Commitment shall be made as an assignment of a proportionate
part of all the assigning Lender’s rights and obligations with respect to such Tranche A Commitment or Tranche B Commitment
(as applicable) under this Agreement;


 






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(v)           
unless each of the Borrower and the Administrative Agent otherwise consent, the amount of the Commitment or Loans of the
assigning Lender subject to each such assignment (determined as of the date on which the relevant Assignment is delivered to the
Administrative Agent) shall not be less than $2,500,000; provided that this clause ‎(v) shall not apply to an assignment
to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans;


 


(vi)           
the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment or (y) to
the extent applicable, an agreement incorporating as Assignment by reference pursuant to an Approved Electronic Platform as to
which the Administrative Agent and the parties to the Assignment are participants, in each case together with a processing and
recordation fee of $3,500; provided that no such recordation fee shall be payable upon an assignment pursuant to Section
2.24; and


 


(vii)           
the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent a completed Administrative Questionnaire;
and


 


provided further that any consent of the Borrower otherwise
required under this subsection shall not be required if an Event of Default has occurred and is continuing. Subject to acceptance
and recording thereof pursuant to subsection (d) of this Section, from and after the effective date specified in each Assignment,
the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment, have the rights
and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned
by such Assignment, be released from its obligations under this Agreement (and, in the case of an Assignment covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections ‎2.20, ‎2.21, ‎2.22 and ‎9.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection ‎(e)
of this Section.


 






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


 


(d)            Upon
its receipt of (x) a duly completed Assignment executed by an assigning Lender and an assignee or (y) to the extent
applicable, an agreement incorporating as Assignment by reference pursuant to an Approved Electronic Platform as to which the
Administrative Agent and the parties to the Assignment are participants, the assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), any processing and recordation fee
referred to in, and payable pursuant to, subsection (b) of this Section and any written consent to such assignment required
by subsection (b) of this Section, the Administrative Agent shall accept such Assignment and record the information contained
therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this subsection.


 


(e)            Any
Lender may, without the consent of the Borrower or any other Lender Party, sell participations to one or more banks or other
entities (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(“Participants”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower and the other Lender Parties shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the
Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent
of the Participant, agree to any amendment, modification or waiver described in clause ‎(i), ‎(ii) or
 ‎(iii) of the first proviso to ‎Section 9.02(b) that affects such Participant. Subject to subsection (f) of this
Section, each Participant shall be entitled to the benefits of Sections ‎2.20, ‎2.21 and ‎2.22 (subject to
the requirements and limitations therein, including the requirements under Section 2.22(f) (it being understood that the
documentation required under Section 2.22(f) shall be delivered to the participating Lender)) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to subsection ‎(b) of this Section. To the
extent permitted by law, each Participant also shall be entitled to the benefits of ‎Section 9.09 as though it were a
Lender; provided that such Participant agrees to be subject to ‎Section 2.23(c) as though it were a Lender. Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a
register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each
Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant's interest in any
Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in
registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b)(1) of the proposed
United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 






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(f)           
A Participant shall not be entitled to receive any greater payment under ‎Section 2.20 or ‎2.22 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of ‎Section 2.22 unless the Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with ‎Section 2.22(f) as
though it were a Lender.


 


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


 






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Section 9.05. Designated Lenders.


 


(a)            Subject
to the provisions of this ‎Section 9.05(a), any Lender may from time to time elect to designate an Eligible Designee to
provide all or a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that
such designation shall not be effective unless the Borrower and the Administrative Agent consent thereto. When a Lender and
its Eligible Designee shall have signed an agreement substantially in the form of Exhibit H hereto and the Borrower and the
Administrative Agent shall have signed their respective consents thereto, such Eligible Designee shall become a Designated
Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit such Designated
Lender to provide all or a portion of the loans to be made by such Designating Lender pursuant to ‎Section 2.01 and the
making of such Loans or portions thereof shall satisfy the obligation of the Designating Lender to the same extent, and as
if, such Loans or portion thereof were made by the Designating Lender. As to any Loans or portion thereof made by it, each
Designated Lender shall have all the rights that a Lender making such Loans or portion thereof would have had under this
Agreement and otherwise; provided that (x) its voting rights under this Agreement shall be exercised solely by its
Designating Lender and (y) its Designating Lender shall remain solely responsible to the other parties hereto for the
performance of its obligations under this Agreement, including its obligations in respect of the Loans or portion thereof
made by it. No additional promissory note shall be required to evidence Loans or portions thereof made by a Designated
Lender; and the Designating Lender shall be deemed to hold any promissory note issued pursuant to Section 2.17(d) as agent
for its Designated Lender to the extent of the Loans or portion thereof funded by such Designated Lender. Each Designating
Lender shall act as administrative agent for its Designated Lender and give and receive notices and other communications on
its behalf. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative
agent for such Designated Lender and neither the Borrower nor the Administrative Agent shall be responsible for any
Designating Lender’s application of such payments. In addition, any Designated Lender may (i) with notice to,
but without the prior written consent of, the Borrower or the Administrative Agent, assign all or portions of its interest in
any Loans to its Designating Lender or to any financial institutions consented to by the Borrower and the Administrative
Agent providing liquidity and/or credit facilities to or for the account of such Designated Lender to support the funding of
Loans or portions thereof made by such Designated Lender and (ii) disclose on a confidential basis any non-public information
relating to its Loans or portions thereof to any rating agency, commercial paper dealer or provider of any guarantee, surety,
credit or liquidity enhancement to such Designated Lender.


 






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(b)           
Each party to this Agreement agrees that it will not institute against, or join any other Person in instituting against,
any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under
any federal or state bankruptcy or similar law, for one year and a day after all outstanding senior indebtedness of such Designated
Lender is paid in full. The Designating Lender for each Designated Lender agrees to indemnify, save, and hold harmless each other
party hereto for any loss, cost, damage, and expense arising out of its inability to institute any such proceeding against such
Designated Lender. This ‎Section 9.05(b) shall survive the termination of this Agreement.


 


Section 9.06. Survival. All
covenants, agreements, representations and warranties made by the Borrower in the Loan Documents and in certificates or other
instruments delivered in connection with or pursuant to the Loan Documents shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and
notwithstanding that any Lender Party may have had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force and effect as long as any principal of or
accrued interest on any Loan or any fee or other amount payable hereunder is outstanding and unpaid or any Letter of Credit
is outstanding or any Commitment has not expired or terminated. The provisions of Sections ‎2.20, ‎2.21,
 ‎2.22 and ‎9.03 and ‎Article 8 shall survive and remain in full force and effect regardless of the
consummation of the Financing Transactions, the repayment of the Loans, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any provision hereof.


 


Section 9.07. Counterparts; Integration.
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan
Documents and any separate letter agreements with respect to fees payable to any Agent constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.


 


Section 9.08. Severability. If any
provision of any Loan Document is invalid, illegal or unenforceable in any jurisdiction then, to the fullest extent permitted by
law, (i) such provision shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such invalidity,
illegality or unenforceability, (ii) the other provisions of the Loan Documents shall remain in full force and effect in such jurisdiction
and shall be liberally construed in favor of the Lender Parties in order to carry out the intentions of the parties thereto as
nearly as may be possible and (iii) the invalidity, illegality or unenforceability of any such provision in any jurisdiction shall
not affect the validity, legality or enforceability of such provision in any other jurisdiction.


 






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Section 9.09. Right of Set-off. If
an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for
the credit or the account of the Borrower against any obligations of the Borrower now or hereafter existing hereunder and held
by such Lender, irrespective of whether or not such Lender shall have made any demand hereunder and although such obligations may
be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights
of set-off) that such Lender may have.


 


Section 9.10. Governing Law; Jurisdiction;
Consent to Service of Process.


 


(a)           
This Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)           
Each party to this Agreement irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern
District of New York, and any relevant appellate court, in any action or proceeding arising out of or relating to any Loan Document,
or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted
by law, in such Federal court. Each party 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 any Loan
Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to any Loan Document
against another party or its properties in the courts of any jurisdiction with respect to enforcement of judgments or actions taken
in respect of the Collateral.


 






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(c)           
Each party 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 any Loan
Document in any court referred to in subsection ‎(b) of this Section. Each party hereto irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action, or proceeding in any
such court.


 


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


 


Section 9.11. WAIVER OF JURY
TRIAL. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR ANY TRANSACTION
CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE CASE OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


 


Section 9.12. Headings. Article and
Section headings and the Table of Contents herein are for convenience of reference only, are not part of this Agreement and shall
not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 9.13. Confidentiality.
Each Lender Party agrees to maintain the confidentiality of the Information (hereinafter defined), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal
counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by
any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process
(after, to the extent feasible, giving the Borrower an opportunity to lawfully object to such production), (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding
relating to any Loan Document or the enforcement of any right thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (iii) any rating agency when
required by it or (iv) the CUSIP Bureau or any similar organization, (g) with the consent of the Borrower or (h) to the
extent such Information either (i) becomes publicly available other than as a result of a breach of this Section or (j)
becomes available to any Lender Party on a non-confidential basis from a source other than the Borrower. For the purposes of
this Section, “Information” means all information received from the Borrower relating to the Borrower or
its business, other than any such information that is available to any Lender Party on a non-confidential basis prior to
disclosure by the Borrower (it being understood, for the avoidance of doubt, that “Information” shall exclude any
information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table
providers, that serve the lending industry); provided that, in the case of information received from the Borrower
after the date hereof, such information is clearly identified at the time of delivery as confidential.


 






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Section 9.14. USA PATRIOT Act Notice.
Each Lender (whether a party hereto on the date hereof or hereafter) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. No.
107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies the Credit
Parties, which information includes the name and address of the Credit Parties and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify the Credit Parties in accordance with the USA PATRIOT Act and to provide
notice of these requirements, and this notice shall satisfy such notice requirements of the USA PATRIOT Act.


 


Section 9.15. No Fiduciary Duty.
The Borrower agrees that in connection with all aspects of the Loans and Letters of Credit contemplated by this Agreement and any
communications in connection therewith, the Borrower and its Subsidiaries, on the one hand, and the Agents, the Lenders, the LC
Issuing Banks and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or
otherwise, any fiduciary duty on the part of the Agents, the Lenders, the LC Issuing Banks or their Affiliates, and no such duty
will be deemed to have arisen in connection with any such transactions or communications. The Borrower acknowledges that the Agents,
the Lenders, the LC Issuing Banks and their Affiliates may have economic interests that conflict with those of the Borrower and
its Subsidiaries and Affiliates.


 






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Section 9.16. Acknowledgement and Consent
to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution
arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


 


(a)     the application of any
Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable
to it by any party hereto that is an EEA Financial Institution; and


 


(b)      the effects of any Bail-In
Action on any such liability, including, if applicable:


 


(i)       a reduction in full or
in part or cancellation of any such liability;


 


(ii)      a conversion of all,
or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity,
or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)      the variation of the
terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.


 


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


 






    134


     


    

 


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


 


[Signature pages follow]


 






    135


     


    

 


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


 


	 	UNITED STATES STEEL CORPORATION
	 	 
	 	By:  	 /s/ Arne Jahn
	 	 	Name:Arne Jahn
	 	 	Title:Treasurer & Chief Risk Officer





 


	 	Website Address:          www.ussteel.com







 


Fifth Amended and Restated Credit Agreement Signature Page


 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as
	 	Administrative Agent, LC Issuing Bank, Collateral Agent and Lender
	 	 
	 	By:  	 /s/ James Shender
	 	 	Name:James Shender
	 	 	Title:Vice President





 


Fifth Amended and Restated Credit Agreement Signature Page


 






     


     


    

 


	 	Bank of America, N.A., as a Lender and LC Issuing Bank
	 	 
	 	By:    	/s/ Matthew Bourgeois
	 	 	Name:Matthew Bourgeois
	 	 	Title:Senior Vice President





 


Fifth Amended and Restated Credit Agreement Signature Page


 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as an LC Issuing Bank
	 	 
	 	By:   	 /s/ Roberto M. Ruz
	 	 	Name:Roberto M. Ruz
	 	 	Title:Director






 


Fifth Amended and Restated Credit Agreement Signature Page


 






     


     


    

 


	 	BARCLAYS BANK PLC, as a Lender and as an LC Issuing Bank
	 	 
	 	By:	/s/ Sean Duggan
	 	 	Name:Sean Duggan
	 	 	Title:Vice President





 


Fifth Amended and Restated Credit Agreement Signature Page 


 






     


     


    

 


	 	BMO Harris Bank, N.A., as a Lender and as an LC Issuing Bank
	 	 
	 	By:    	/s/ Quinn Heiden
	 	 	Name:Quinn Heiden
	 	 	Title:Managing Director





 


	 	If a second signature is required:
	 	 
	 	By:   	 
	 	 	Name:
	 	 	Title:





 


Fifth Amended and
Restated Credit Agreement Signature Page 


 






     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender and as an LC Issuing Bank
	 	 
	 	By:   	/s/ Alexander D. Mack
	 	 	Name:Alexander D. Mack
	 	 	Title:Vice President





 


Fifth Amended and
Restated Credit Agreement Signature Page 


 






     


     


    

 


	 	SunTrust Bank, as a Lender and as an LC Issuing Bank
	 	 
	 	By:   	/s/ Dan Clubb
	 	 	Name:Dan Clubb
	 	 	Title:Director





 


Fifth Amended and
Restated Credit Agreement Signature Page 


 




     


     


    

 


	 	FIFTH THIRD BANK, as a Lender
	 	 
	 	By:   	/s/ Paul Vitti
	 	 	Name:Paul Vitti
	 	 	Title:Managing Director





 


Fifth Amended and Restated Credit Agreement
Signature Page 


 






     


     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender and LC Issuing Bank
	 	 
	 	By:  	/s/ Judith E. Smith
	 	 	Name:Judith E. Smith
	 	 	Title:Authorized Signatory





 


	 	By:   	/s/ Emerson Almeida
	 	 	Name:Emerson Almeida
	 	 	Title:Authorized Signatory





 


Fifth Amended and Restated Credit Agreement
Signature Page 


 






     


     


    

 


	 	CITIBANK N.A., as a Lender and as an LC Issuing Bank
	 	 
	 	By:   	/s/ Brendan Mackay
	 	 	Name:Brendan Mackay
	 	 	Title:Vice President and Director





 


Fifth Amended and Restated Credit Agreement
Signature Page 


 






     


     


    

 


	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 
	 	By:   	/s/ Ryan Durkin
	 	 	Name:Ryan Durkin
	 	 	Title:Authorized Signatory




 


Fifth Amended and Restated Credit Agreement
Signature Page


 






     


     


    

 


	 	MORGAN STANLEY BANK, N.A., as a Lender and as an LC Issuing Bank
	 	 
	 	By:   	/s/ Michael King
	 	 	Name:Michael King
	 	 	Title:Authorized Signatory





 


Fifth Amended and Restated Credit Agreement
Signature Page


 






     


     


    

 


	 	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender and as an LC Issuing Bank
	 	 
	 	By:  	/s/ Michael King
	 	 	Name:Michael King
	 	 	Title:Vice President



 


Fifth Amended and Restated Credit Agreement
Signature Page


 






     


     


    

 


	 	Citizens Bank, N.A., as a Lender and as an LC Issuing Bank
	 	 
	 	By:  	 /s/ Brian Kennedy
	 	 	Name:Brian Kennedy
	 	 	Title:Senior Vice President



 


Fifth Amended and Restated Credit Agreement
Signature Page


 






     


     


    

 


	 	ING CAPITAL LLC, as a Lender and as an LC Issuing Bank
	 	 
	 	By:  	/s/ Jean v. Grasso
	 	 	Name:Jean v. Grasso
	 	 	Title:Managing Director
	 
	 	If a second signature is required:
	 	 
	 	By:	/s/ Jeffrey J. Chu
	 	 	Name:Jeffrey J. Chu
	 	 	Title:Vice President



 


Fifth Amended and Restated Credit Agreement
Signature Page


 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Matthew Kasper
	 	 	Name:Matthew Kasper
	 	 	Title:Senior Vice President



 


Fifth Amended and Restated Credit Agreement
Signature Page


 






     


     


    

 


	 	THE HUNTINGTON NATIONAL BANK, a national banking association, as a Lender
	 	 
	 	By:	/s/ Roger F. Reeder
	 	 	Name:Roger F. Reeder
	 	 	Title:Vice President





 


Fifth Amended and Restated Credit Agreement
Signature Page


 






     


     


    

 


COMMITMENT SCHEDULE


 


Tranche A Commitment


 


	Lender	 	Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	221,000,000.00	 
	Bank of America, N.A.	 	$	164,000,000.00	 
	Wells Fargo Bank, National Association	 	$	164,000,000.00	 
	Barclays Bank PLC	 	$	164,000,000.00	 
	BMO Harris Bank, N.A.	 	$	100,625,000.00	 
	PNC Bank, National Association	 	$	110,600,000.00	 
	SunTrust Bank	 	$	110,625,000.00	 
	Fifth Third Bank	 	$	110,625,000.00	 
	Credit Suisse AG, Cayman Islands Branch	 	$	97,000,000.00	 
	Citibank, N.A.	 	$	112,362,500.00	 
	Goldman Sachs Bank USA	 	$	112,362,500.00	 
	Morgan Stanley Bank, N.A.	 	$	60,000,000.00	 
	Morgan Stanley Senior Funding, Inc.	 	$	29,500,000.00	 
	Citizens Bank, N.A.	 	$	89,500,000.00	 
	ING Capital LLC	 	$	89,500,000.00	 
	U.S. Bank National Association	 	$	60,300,000.00	 
	The Huntington National Bank	 	$	54,000,000.00	 
	Total	 	$	1,850,000,000.00	 



 


Tranche B Commitment


 


	Lender	 	Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	15,000,000.00	 
	Bank of America, N.A.	 	$	12,000,000.00	 
	Wells Fargo Bank, National Association	 	$	12,000,000.00	 
	Barclays Bank PLC	 	$	12,000,000.00	 
	BMO Harris Bank, N.A.	 	$	19,375,000.00	 
	PNC Bank, National Association	 	$	9,400,000.00	 
	SunTrust Bank	 	$	9,375,000.00	 
	Fifth Third Bank	 	$	9,375,000.00	 
	Citibank, N.A.	 	$	7,637,500.00	 
	Goldman Sachs Bank USA	 	$	7,637,500.00	 
	Morgan Stanley Senior Funding, Inc.	 	$	7,500,000.00	 
	Citizens Bank, N.A.	 	$	7,500,000.00	 
	ING Capital LLC	 	$	7,500,000.00	 
	U.S. Bank National Association	 	$	3,700,000.00	 
	The Huntington National Bank	 	$	10,000,000.00	 
	Total	 	$	150,000,000.00	 



 






     


     


    

 


LC COMMITMENT SCHEDULE


 


	LC Issuing Bank	 	LC Commitment Amount	 
	JPMorgan Chase Bank, N.A.	 	$	35,750,000.00	 
	Bank of America, N.A.	 	$	35,750,000.00	 
	Wells Fargo Bank, National Association	 	$	35,750,000.00	 
	Barclays Bank PLC	 	$	35,750,000.00	 
	BMO Harris Bank, N.A.	 	$	35,750,000.00	 
	PNC Bank, National Association	 	$	35,750,000.00	 
	SunTrust Bank	 	$	35,750,000.00	 
	Credit Suisse AG, Cayman Islands Branch	 	$	35,750,000.00	 
	Citibank, N.A.	 	$	35,750,000.00	 
	Morgan Stanley Bank, N.A.	 	$	35,750,000.00	 
	Citizens Bank, N.A.	 	$	35,750,000.00	 
	ING Capital LLC	 	$	35,750,000.00	 
	Total	 	$	429,000,000	 



 


 



     


     


    




 


PRICING SCHEDULE


 


	 	Base Rate 

Tranche A Loan 

Margin	Eurodollar

 Tranche A 

Loan Margin	Base Rate 

Tranche B Loan 

Margin	Eurodollar 

Tranche B 

Loan Margin
	Level I	0.25%	1.25%	1.25%	2.25%
	Level II	0.50%	1.50%	1.50%	2.50%


 


For purposes of this Pricing Schedule, the
following terms have the following meanings:


 


“Average Availability”
on any day is an amount equal to the quotient of (i) the sum of the end of day Aggregate Facility Availability for each day during
the most recently ended fiscal quarter, divided by (ii) the number of days in such fiscal quarter, all as determined by the Administrative
Agent.


 


“Level I Pricing” applies
for any day if, on such day, Reference Availability is equal to or greater than 30% of the Commitments.


 


“Level II Pricing” applies
for any day if, on such day, Reference Availability is less than 30% of the Commitments.


 


“Pricing Level” refers
to the determination of which of Level I or Level II Pricing applies for any day. Pricing Levels are referred to in ascending order,
e.g. Level I Pricing is the lowest Pricing Level and Level II Pricing is the highest Pricing Level.


 


“Reference Availability”
on any day is an amount equal to the lesser of (i) Average Availability as determined on such day and (ii) end of day
Aggregate Facility Availability calculated for the last day of the then most recently ended fiscal quarter.


 



     


     


    




 


Schedule 1.01(a)


 


Subsidiary
Guarantors


 


 


	Subsidiary Guarantor	Jurisdiction
	U. S. Steel Seamless Tubular Operations, LLC	Texas
	U. S. Steel Oilwell Services, LLC	Delaware
	U. S. Steel Tubular Products, Inc.	Delaware
	United States Steel International, Inc.	New Jersey


 



     


     


    




 


Schedule 1.01(b)


 


QUALIFIED
PARENTs


 


“[***]”


 



     


     


    




 


Schedule 2.16

Existing Letters of Credit


 


None.


 






     


     


    

 



 


Schedule 5.01

Additional Monthly Financial Information


 


	 	January	February	March	April	May	June	July	August	September	October	November	December	YTD
	Shipments	 	 	 	 	 	 	 	 	 	 	 	 	 
	Avg 

Proceeds 

$/Ton	 	 	 	 	 	 	 	 	 	 	 	 	 
	Raw Steel

 Production	 	 	 	 	 	 	 	 	 	 	 	 	 
	Raw 

Steel % 

Capacity	 	 	 	 	 	 	 	 	 	 	 	 	 


 



     


     


    




 


Schedule 6.01

Existing Liens


 


Lease Agreement dated as of December 1, 1988 between Wachovia
Bank, National Association, formerly known as First Union National Bank, as successor to Meridian Trust Company, Owner Trustee,
as Lessor and United States Steel Corporation, the successor by merger to USX Corporation as Lessee (Fairfield Caster).