EX-10.1



 Exhibit 10.1 

Execution Version 
  

 
  

WOODWARD, INC. 

$50,000,000 3.42% Series G Senior Notes due November 15, 2020 

$25,000,000 4.03% Series H Senior Notes due November 15, 2023 

$25,000,000 4.18% Series I Senior Notes due November 15, 2025 

$50,000,000 Floating Rate Series J Senior Notes due November 15, 2020 

$50,000,000 4.03% Series K Senior Notes due November 15, 2023 

$50,000,000 4.18% Series L Senior Notes due November 15, 2025 

 
  

NOTE PURCHASE AGREEMENT 
  

 
 Dated
October 1, 2013 
  
  

 







 TABLE OF CONTENTS 

 

									
	 	 	 	 	 	  	Page	 
	 1.
	 	AUTHORIZATION OF NOTES	  	 	1	  
			
	 2.
	 	SALE AND PURCHASE OF NOTES	  	 	2	  
			
	 3.
	 	CLOSING	  	 	2	  
				
		 	 3.1.
	 	First Closing	  	 	2	  
		 	 3.2.
	 	Second Closing	  	 	2	  
		 	 3.3.
	 	Failure of the Company to Deliver	  	 	3	  
			
	 4.
	 	CONDITIONS TO CLOSING	  	 	3	  
				
		 	 4.1.
	 	Representations and Warranties	  	 	3	  
		 	 4.2.
	 	Performance; No Default	  	 	3	  
		 	 4.3.
	 	Compliance Certificates	  	 	4	  
		 	 4.4.
	 	Guaranty Agreement	  	 	4	  
		 	 4.5.
	 	Opinions of Counsel	  	 	4	  
		 	 4.6.
	 	Purchase Permitted by Applicable Law, etc.	  	 	5	  
		 	 4.7.
	 	Sale of Other Notes	  	 	5	  
		 	 4.8.
	 	Payment of Special Counsel Fees	  	 	5	  
		 	 4.9.
	 	Private Placement Numbers	  	 	5	  
		 	 4.10.
	 	Changes in Corporate Structure	  	 	5	  
		 	 4.11.
	 	Funding Instructions	  	 	5	  
		 	 4.12.
	 	Second Amended and Restated Intercreditor Agreement	  	 	6	  
		 	 4.13.
	 	Revolving Facility	  	 	6	  
		 	 4.14.
	 	Funding Indemnity Letter	  	 	6	  
		 	 4.15.
	 	Proceedings and Documents	  	 	6	  
			
	 5.
	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	  	 	7	  
				
		 	 5.1.
	 	Organization; Power and Authority	  	 	7	  
		 	 5.2.
	 	Authorization, etc.	  	 	7	  
		 	 5.3.
	 	Disclosure	  	 	7	  
		 	 5.4.
	 	Organization and Ownership of Shares of Subsidiaries; Affiliates	  	 	8	  
		 	 5.5.
	 	Financial Statements; Material Liabilities	  	 	9	  
		 	 5.6.
	 	Compliance with Laws, Other Instruments, etc.	  	 	9	  
		 	 5.7.
	 	Governmental Authorizations, etc.	  	 	9	  
		 	 5.8.
	 	Litigation; Observance of Agreements, Statutes and Orders	  	 	10	  
		 	 5.9.
	 	Taxes	  	 	10	  
		 	 5.10.
	 	Title to Property; Leases	  	 	10	  
		 	 5.11.
	 	Licenses, Permits, etc.	  	 	11	  
		 	 5.12.
	 	Compliance with ERISA	  	 	11	  
		 	 5.13.
	 	Private Offering by the Company	  	 	12	  
		 	 5.14.
	 	Use of Proceeds; Margin Regulations	  	 	12	  
		 	 5.15.
	 	Existing Indebtedness; Future Liens	  	 	13	  
		 	 5.16.
	 	Foreign Assets Control Regulations, etc.	  	 	13	  
		 	 5.17.
	 	Status under Certain Statutes	  	 	15	  
		 	5.18.	 	Environmental Matters	  	 	15	  


  
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 TABLE OF CONTENTS 

(continued) 
  


									
	 	 	 	 	 	  	Page	 
	 6.
	 	REPRESENTATIONS OF THE PURCHASERS	  	 	16	  
				
		 	 6.1.
	 	Purchase for Investment	  	 	16	  
		 	 6.2.
	 	Accredited Investor	  	 	16	  
		 	 6.3.
	 	Source of Funds	  	 	16	  
			
	 7.
	 	INFORMATION AS TO COMPANY	  	 	18	  
				
		 	 7.1.
	 	Financial and Business Information	  	 	18	  
		 	 7.2.
	 	Officer’s Certificate	  	 	21	  
		 	 7.3.
	 	Visitation	  	 	21	  
			
	 8.
	 	PAYMENT AND PREPAYMENT OF THE NOTES	  	 	22	  
				
		 	 8.1.
	 	Maturity	  	 	22	  
		 	 8.2.
	 	Optional Prepayments of with Prepayment Compensation Amount	  	 	22	  
		 	 8.3.
	 	Prepayment Upon Change of Control	  	 	23	  
		 	 8.4.
	 	Prepayment in Connection with an Asset Disposition	  	 	24	  
		 	 8.5.
	 	Allocation of Partial Prepayments of Notes	  	 	25	  
		 	 8.6.
	 	Maturity; Surrender, etc.	  	 	25	  
		 	 8.7.
	 	Purchase of Notes	  	 	26	  
		 	 8.8.
	 	Make-Whole Amount	  	 	26	  
		 	 8.9.
	 	Interest Rate and Interest Payment Dates	  	 	28	  
		 	 8.10.
	 	Yield Protection and Illegality in respect of Series J Notes	  	 	29	  
			
	 9.
	 	AFFIRMATIVE COVENANTS	  	 	31	  
				
		 	 9.1.
	 	Compliance with Law	  	 	31	  
		 	 9.2.
	 	Insurance	  	 	31	  
		 	 9.3.
	 	Maintenance of Properties	  	 	31	  
		 	 9.4.
	 	Payment of Taxes and Claims	  	 	32	  
		 	 9.5.
	 	Corporate Existence, etc.	  	 	32	  
		 	 9.6.
	 	Books and Records	  	 	32	  
		 	 9.7.
	 	Ranking of Obligations	  	 	32	  
		 	 9.8.
	 	Guaranty by Subsidiaries; Liens	  	 	33	  
		 	 9.9.
	 	Intercreditor Agreement	  	 	35	  
			
	 10.
	 	NEGATIVE COVENANTS	  	 	36	  
				
		 	 10.1.
	 	Transactions with Affiliates	  	 	36	  
		 	 10.2.
	 	Merger, Consolidation, etc.	  	 	36	  
		 	 10.3.
	 	Sale of Assets	  	 	37	  
		 	 10.4.
	 	Line of Business	  	 	38	  
		 	 10.5.
	 	Terrorism Sanctions Regulations	  	 	38	  
		 	 10.6.
	 	Liens	  	 	38	  
		 	 10.7.
	 	Minimum Consolidated Net Worth	  	 	38	  
		 	 10.8.
	 	Maximum Leverage Ratio	  	 	39	  
		 	10.9.	 	Priority Debt	  	 	39	  
		 	 10.10.
	 	Subsidiary Debt	  	 	39	  
		 	 10.11.
	 	Permitted Receivables Securitization Program	  	 	40	  


  
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 TABLE OF CONTENTS 

(continued) 
  


									
	 	 	 	 	 	  	Page	 
	 11.
	 	EVENTS OF DEFAULT	  	 	40	  
			
	 12.
	 	REMEDIES ON DEFAULT, ETC.	  	 	43	  
				
		 	 12.1.
	 	Acceleration	  	 	43	  
		 	 12.2.
	 	Other Remedies	  	 	43	  
		 	 12.3.
	 	Rescission	  	 	44	  
		 	 12.4.
	 	No Waivers or Election of Remedies, Expenses, etc.	  	 	44	  
			
	 13.
	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	  	 	44	  
				
		 	 13.1.
	 	Registration of Notes	  	 	44	  
		 	 13.2.
	 	Transfer and Exchange of Notes	  	 	45	  
		 	 13.3.
	 	Replacement of Notes	  	 	45	  
			
	 14.
	 	PAYMENTS ON NOTES	  	 	46	  
				
		 	 14.1.
	 	Place of Payment	  	 	46	  
		 	 14.2.
	 	Home Office Payment	  	 	46	  
			
	 15.
	 	EXPENSES, ETC.	  	 	46	  
				
		 	 15.1.
	 	Transaction Expenses	  	 	47	  
		 	 15.2.
	 	Survival	  	 	47	  
			
	 16.
	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT; UPDATING SCHEDULES	  	 	47	  
			
	 17.
	 	AMENDMENT AND WAIVER	  	 	48	  
				
		 	 17.1.
	 	Requirements	  	 	48	  
		 	 17.2.
	 	Solicitation of Holders of Notes	  	 	48	  
		 	 17.3.
	 	Binding Effect, etc.	  	 	49	  
		 	 17.4.
	 	Notes Held by Company, etc.	  	 	49	  
			
	 18.
	 	NOTICES	  	 	49	  
			
	 19.
	 	REPRODUCTION OF DOCUMENTS	  	 	50	  
			
	 20.
	 	CONFIDENTIAL INFORMATION	  	 	50	  
			
	 21.
	 	SUBSTITUTION OF PURCHASER	  	 	51	  
			
	 22.
	 	MISCELLANEOUS	  	 	51	  
				
		 	 22.1.
	 	Successors and Assigns	  	 	51	  
		 	 22.2.
	 	Payments Due on Non-Business Days	  	 	52	  
		 	 22.3.
	 	Accounting Terms	  	 	52	  
		 	 22.4.
	 	Severability	  	 	53	  
		 	22.5.	 	Construction, etc.	  	 	53	  
		 	 22.6.
	 	Counterparts	  	 	53	  
		 	 22.7.
	 	Governing Law	  	 	53	  
		 	 22.8.
	 	Jurisdiction and Process; Waiver of Jury Trial	  	 	53	  


  
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	 Schedule A
	 	—	  	Information Relating to Purchasers
			
	 Schedule B
	 	—	  	Defined Terms
			
	 Schedule 5.3
	 	—	  	Disclosure Materials
			
	 Schedule 5.4
	 	—	  	Subsidiaries of the Company and Ownership of Subsidiary Stock
			
	 Schedule 5.5
	 	—	  	Financial Statements
			
	 Schedule 5.15
	 	—	  	Existing Indebtedness
			
	 Schedule 10.6
	 	—	  	Existing Liens
			
	 Exhibit 1A
	 	—	  	Form of Series G Senior Note due November 15, 2020
			
	 Exhibit 1B
	 	—	  	Form of Series H Senior Note due November 15, 2023
			
	 Exhibit 1C
	 	—	  	Form of Series I Senior Note due November 15, 2025
			
	 Exhibit 1D
	 	—	  	Form of Series J Senior Note due November 15, 2020
			
	 Exhibit 1E
	 	—	  	Form of Series K Senior Note due November 15, 2023
			
	 Exhibit 1F
	 	—	  	Form of Series L Senior Note due November 15, 2025
			
	 Exhibit 2
	 	—	  	Form of Guaranty Agreement
			
	 Exhibit 4.5(a)
	 	—	  	Form of Opinion of General Counsel for the Company and the Closing Guarantors
			
	 Exhibit 4.5(b)
	 	—	  	Form of Opinion of Special Counsel for the Company and the Closing Guarantors
			
	 Exhibit 4.5(c)
	 	—	  	Form of Opinion of Special Counsel for the Purchasers








 Woodward, Inc. 

1000 East Drake Road 

Fort Collins, Colorado 80525 

$50,000,000 3.42% Series G Senior Notes due November 15, 2020 

$25,000,000 4.03% Series H Senior Notes due November 15, 2023 

$25,000,000 4.18% Series I Senior Notes due November 15, 2025 

$50,000,000 Floating Rate Series J Senior Notes due November 15, 2020 

$50,000,000 4.03% Series K Senior Notes due November 15, 2023 

$50,000,000 4.18% Series L Senior Notes due November 15, 2025 

October 1, 2013 
 To Each of the Purchasers
Listed in 
 Schedule A Hereto: 
 Ladies and Gentlemen: 

Woodward, Inc., a Delaware corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2,
the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows: 

 

	1.	AUTHORIZATION OF NOTES. 

 The Company will authorize the issue and sale of
(a) $50,000,000 aggregate principal amount of its 3.42% Series G Senior Notes due November 15, 2020 (as amended, restated or otherwise modified from time to time pursuant to Section 17, the “Series G Notes”),
(b) $25,000,000 aggregate principal amount of its 4.03% Series H Senior Notes due November 15, 2023 (as amended, restated or otherwise modified from time to time pursuant to Section 17, the “Series H Notes”),
(c) $25,000,000 aggregate principal amount of its 4.18% Series I Senior Notes due November 15, 2025 (as amended, restated or otherwise modified from time to time pursuant to Section 17, the “Series I Notes” and
together with the Series G Notes and the Series H Notes, collectively, the “First Closing Notes”), (d) $50,000,000 aggregate principal amount of its Floating Rate Series J Senior Notes due November 15, 2020 (as amended,
restated or otherwise modified from time to time pursuant to Section 17, the “Series J Notes”), (e) $50,000,000 aggregate principal amount of its 4.03% Series K Senior Notes due November 15, 2023 (as amended, restated
or otherwise modified from time to time pursuant to Section 17, the “Series K Notes”) and (f) $50,000,000 aggregate principal amount of its 4.18% Series L Senior Notes due November 15, 2025 (as amended, restated or
otherwise modified from time to time pursuant to Section 17, the “Series L Notes” and together with the Series J Notes and the Series K Notes, collectively, the “Second Closing Notes”). The Series G Notes, the
Series H Notes, the Series I Notes, the Series K Notes and the Series L Notes shall be referred to collectively herein as the “Fixed Rate Notes”, and the Fixed Rate Notes together with the Series J Notes shall be referred to
collectively herein as, the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13. The Series G Notes, the Series H Notes, the Series I Notes, the Series J Notes, the Series K Notes
and the Series L Notes shall be substantially in the forms set out in Exhibit 1A, Exhibit 1B, Exhibit 1C, Exhibit 1D, Exhibit 1E and Exhibit 1F, respectively. Certain capitalized and other terms used in
this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. 








	2.	SALE AND PURCHASE OF NOTES. 

 Subject to the terms and conditions of this Agreement, the
Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closings provided for in Section 3, Notes in the principal amount and of the Series specified opposite such Purchaser’s name in
Schedule A for the relevant Closing at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person
for the performance or non-performance of any obligation by any other Purchaser hereunder. 
 The obligations of the Company
hereunder and under the Notes will be unconditionally guaranteed by Woodward FST, Inc., a Delaware corporation, MPC Products and Woodward HRT (each a “Closing Guarantor” and, collectively, the “Closing Guarantors”),
and each other Subsidiary required to guaranty the Notes pursuant to Section 9.8 (together with the Closing Guarantors, each a “Guarantor” and, collectively, the “Guarantors”), pursuant to that certain Guaranty
Agreement dated as of the First Closing Date (the “Guaranty Agreement”) substantially in the form set forth in Exhibit 2. 
  

	3.	CLOSING. 

 3.1. First Closing. 

The sale and purchase of the First Closing Notes to be purchased by certain of the Purchasers shall occur at the offices of Bingham
McCutchen LLP, at 399 Park Avenue, New York, New York 10022, at 10:00 a.m., New York time, at a closing (the “First Closing”) on October 1, 2013 (the “First Closing Date”). At the First Closing, the Company
will deliver to each Purchaser the First Closing Notes to be purchased by such Purchaser in the form of a single Note for each Series to be purchased by such Purchaser (or such greater number of Notes for each Series in denominations of at least
$100,000 as such Purchaser may request) dated the First Closing Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the
amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 5513219 at JPMorgan Chase Bank, N.A., New York, NY, ABA #021000021.  

3.2. Second Closing. 

The sale and purchase of the Second Closing Notes to be purchased by certain of the Purchasers shall occur at the offices of Bingham
McCutchen LLP, at 399 Park Avenue, New York, New York 10022, at 10:00 a.m., New York time, at a closing (the “Second Closing”, and the First Closing and the Second Closing being sometimes referred to herein collectively as the
“Closings” and individually as a “Closing”) on November 15, 2013 (the “Second Closing Date”). At the Second Closing, the Company will deliver to each Purchaser the Second Closing Notes to be
purchased by such Purchaser in the form of a single Note for each Series to be purchased by such Purchaser (or such greater number of Notes for each Series in denominations of at least $100,000 as such Purchaser may request) dated the Second Closing
Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to account number 5513219 at JPMorgan Chase Bank, N.A., New York, NY, ABA # 021000021.  

  
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 3.3. Failure of the Company to Deliver. 

If at either Closing the Company shall fail to tender any Note to any Purchaser on the applicable Closing Date as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment. 
  

	4.	CONDITIONS TO CLOSING. 

 Each Purchaser’s obligation to purchase and pay for the
Notes to be sold to such Purchaser on either applicable Closing Date is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing Date, of the following conditions: 

4.1. Representations and Warranties. 

(a) The representations and warranties of the Company in this Agreement shall be correct (i) when made as of the date
hereof, (ii) with respect to the First Closing, on the First Closing Date and (iii) with respect to the Second Closing, on the Second Closing Date. 

(b) The representations and warranties of the Closing Guarantors in the Guaranty Agreement shall be correct (i) when made
as of the date hereof, (ii) with respect to the First Closing, on the First Closing Date and (iii) with respect to the Second Closing, on the Second Closing Date. 

4.2. Performance; No Default. 

The Company and the Closing Guarantors shall have performed and complied with all agreements and conditions contained in this Agreement
required to be performed or complied with by the Company or the Closing Guarantors, as applicable, prior to or on each Closing Date and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as
contemplated by Section 5.14) with respect to such Closing Date, no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by Sections 10.1, 10.2 or 10.3 had such Sections applied since such date. 

  
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 4.3. Compliance Certificates. 

(a) Officer’s Certificates. 

(i) The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the applicable Closing Date,
certifying that the conditions specified in Sections 4.1(a), 4.2 and 4.10 have been fulfilled as of the applicable Closing Date. 

(ii) Each Closing Guarantor shall have delivered to such Purchaser an Officer’s Certificate, dated the applicable Closing
Date, certifying that the conditions specified in Sections 4.1(b) and 4.2 (as to such Closing Guarantor) have been fulfilled as of the applicable Closing Date. 

(b) Secretary or Treasurer’s Certificates. 

(i) The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the
applicable Closing Date, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (B) the Company’s organizational
documents as then in effect. 
 (ii) Each Closing Guarantor shall have delivered to such Purchaser a certificate of its
Secretary, Assistant Secretary or Treasurer, dated the applicable Closing Date, certifying as to (A) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Guaranty
Agreement and (B) such Closing Guarantor’s organizational documents as then in effect. 
 4.4. Guaranty Agreement.

 As of the First Closing Date, the Guaranty Agreement shall have been duly authorized, executed and delivered to each Purchaser by the
Closing Guarantors, and shall be in full force and effect. 
 4.5. Opinions of Counsel. 

Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the First Closing Date (for the First
Closing), and dated the Second Closing Date (for the Second Closing) (a) from A. Christopher Fawzy, general counsel for the Company and the Closing Guarantors, covering the matters set forth in Exhibit 4.5(a) and covering such other
matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), (b) from Jones Day, special counsel for
the Company and the Closing Guarantors, covering the matters set forth in Exhibit 4.5(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the
Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (c) from Bingham McCutchen LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit
4.5(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request. 

  
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 4.6. Purchase Permitted by Applicable Law, etc. 

On each Closing Date, such Purchaser’s purchase of Notes to be purchased on such Closing Date shall (a) be permitted by the laws and
regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the
character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to
any tax, penalty or liability under or pursuant to any applicable law or regulation. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may
reasonably specify to enable such Purchaser to determine whether such purchase is so permitted. 
 4.7. Sale of Other Notes.

 Contemporaneously with each Closing the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes
to be purchased by it at such Closing as specified in Schedule A. 
 4.8. Payment of Special Counsel Fees. 

Without limiting the provisions of Section 15.1, the Company shall have paid on or before each Closing Date the reasonable fees, charges
and disbursements of the Purchasers’ special counsel referred to in Section 4.5 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to such Closing Date. 

4.9. Private Placement Numbers. 

A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been
obtained for each Series of the Notes. 
 4.10. Changes in Corporate Structure. 

The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or
consolidation or succeeded to all or any substantial part of the liabilities of any other entity at any time following the date of the most recent financial statements referred to in Schedule 5.5. 

4.11. Funding Instructions. 

At least three Business Days prior to each Closing Date, each applicable Purchaser shall have received written instructions signed by a
Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name
and number into which the purchase price for the Notes to be issued on such Closing Date is to be deposited. 

  
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 4.12. Second Amended and Restated Intercreditor Agreement. 

(a) The Company shall have delivered to the Purchasers’ special counsel on or before the First Closing Date a fully
executed copy of the Second Amended and Restated Intercreditor Agreement. 
 (b) The Company shall have delivered to the
Purchasers’ special counsel on or before the First Closing Date a fully executed copy of the joinder agreement to the Second Amended and Restated Intercreditor Agreement entered into by the Purchasers purchasing First Closing Notes not already
a party to the Second Amended and Restated Intercreditor Agreement and acknowledged by the Company and Closing Guarantors. 

(c) The Company shall have delivered to the Purchasers’ special counsel on or before the Second Closing Date a fully
executed copy of the joinder agreement to the Second Amended and Restated Intercreditor Agreement entered into by the Purchasers purchasing Second Closing Notes not already a party to the Second Amended and Restated Intercreditor Agreement and
acknowledged by the Company and Closing Guarantors. 
 4.13. Revolving Facility. 

The Company shall have delivered to the Purchasers’ special counsel on or before the First Closing Date, a fully executed copy of the
Revolving Facility certified by a Responsible Officer as being true, correct and complete. 
 4.14. Funding Indemnity Letter.

 Prior to the Second Closing Date, the Company and the Purchasers of the Series J Notes shall have entered into a funding indemnity
letter in form and substance satisfactory to the Purchasers of the Series J Notes. 
 4.15. Proceedings and Documents. 

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such
Purchaser or such special counsel may reasonably request. 

  
 -6- 









	5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 

 The Company represents and warrants to
each Purchaser that: 
 5.1. Organization; Power and Authority. 

Each of the Company and each Closing Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and each Closing Guarantor has the corporate power and authority to own or hold under lease the
properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. The Company has the corporate power and authority to execute and deliver this Agreement and the Notes and to perform the provisions
hereof and thereof, and each Closing Guarantor has the corporate power and authority to execute and deliver the Guaranty Agreement and to perform the provisions thereof. 

5.2. Authorization, etc. 

(a) This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and
this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). 
 (b) The Guaranty Agreement has been duly authorized by
all necessary corporate action on the part of the Closing Guarantors, and the Guaranty Agreement constitutes a legal, valid and binding obligation of each Closing Guarantor enforceable against each Closing Guarantor in accordance with its terms,
except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 5.3. Disclosure. 

The Company, through its agents, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, has delivered to each Purchaser a copy of a
Private Placement Memorandum, dated July 2013 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal
properties of the Company and its Subsidiaries. This Agreement, the Guaranty Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company or the Closing Guarantors in
connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Guaranty Agreement, the Memorandum and such documents, certificates
or other writings and such financial statements delivered to each Purchaser prior to August 9, 2013 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, there has been no change since
September 30, 2012 in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse
Effect.  

  
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 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. 

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s
Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other
Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries and Undisclosed Affiliates, and (iii) of the Company’s directors and senior officers. 

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4
as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4). 

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing
and, to the extent such concept is applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such
Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. 

(d) No Subsidiary is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than
this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes, whether foreign or domestic) restricting the ability of such Subsidiary to pay dividends out of profits or make any
other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. 

  
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 5.5. Financial Statements; Material Liabilities. 

The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on
Schedule 5.5. All such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set
forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and the absence of footnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such
financial statements or otherwise disclosed in the Disclosure Documents. 
 5.6. Compliance with Laws, Other Instruments, etc.

 (a) The execution, delivery and performance by the Company of this Agreement and the Notes, and the execution,
delivery and performance by the Closing Guarantors of the Guaranty Agreement, will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or
any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or
any Subsidiary or any of their respective properties may be bound, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary. All obligations under this Agreement are
direct and unsecured obligations of the Company ranking pari passu as against the assets of the Company with all other unsecured Indebtedness (actual or contingent) of the Company which is not expressed to be subordinated or junior in rank to
any other unsecured Indebtedness of the Company. 
 (b) All obligations under the Guaranty Agreement are direct
and unsecured obligations of each Closing Guarantor ranking pari passu as against the assets of such Closing Guarantor with all other unsecured Indebtedness (actual or contingent) of such Closing Guarantor which is not expressed to be
subordinated or junior in rank to any other unsecured Indebtedness of such Closing Guarantor. 
 5.7. Governmental Authorizations,
etc. 
 Except with respect to applicable and routine securities laws filings required by the Exchange Act and the filing of a
Form D under the Securities Act, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement
or the Notes, or by the Closing Guarantors of the Guaranty Agreement. 

  
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 5.8. Litigation; Observance of Agreements, Statutes and Orders. 

(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against
or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. 
 (b) Neither the Company nor any Subsidiary is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including
without limitation Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16) of any Governmental Authority, which default or violation, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. 
 5.9. Taxes. 

The Company and its Subsidiaries have filed all income tax returns that are required to have been filed in any jurisdiction, and have paid all
taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have
become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. No Senior Financial Officer of the Company knows of any basis for any other tax or
assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of United States Federal, state or other taxes for all fiscal periods are
adequate in accordance with GAAP. The United States Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years
up to and including the fiscal year ended September 30, 2009. 
 5.10. Title to Property; Leases. 

The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are
Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of
in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.


  
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 5.11. Licenses, Permits, etc. 

The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software,
service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. 
 5.12. Compliance with ERISA. 

(a) The Company and each ERISA Affiliate have operated and administered each Plan (which is not a Multiemployer Plan) in
compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA
Affiliate has incurred any liability for failure to comply with the provisions of Title I of ERISA or pursuant to Title IV of ERISA (other than for premium payments to the PBGC paid in a timely manner) or the penalty or excise tax provisions of the
Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any
such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of
the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not
be individually or in the aggregate Material. 
 (b) The present value of the aggregate benefit liabilities under each of the
Plans subject to Title IV of ERISA (other than Multiemployer Plans), determined as of the beginning of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most
recent actuarial valuation report, did not exceed the aggregate current value as of such determination date of the assets of such Plan allocable to such benefit liabilities by more than $13,000,000 in the case of any single Plan and by more than
$17,000,000 in the aggregate for all Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of
ERISA. 
 (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities under section 4201 or
contingent withdrawal liabilities under section 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. 

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended
fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its
Subsidiaries is not Material. 

  
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 (e) The execution and delivery of this Agreement and the Guaranty Agreement and
the issuance and sale of the Notes hereunder will not involve any transaction that is subject to and not exempt from the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to
section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of the Purchasers’ representations in
Section 6.3 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by the Purchasers. 
 5.13.
Private Offering by the Company. 
 Neither the Company nor anyone acting on its behalf has offered the Notes or any similar
Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 21 other Institutional Investors (as defined in clause
(c) to the definition of such term), each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of
the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction. For purposes of this Section 5.13 only, each reference to
the Notes shall be deemed to include the Guaranty Agreement. 
 5.14. Use of Proceeds; Margin Regulations. 

The Company will apply the proceeds of the sale of the Notes hereunder as set forth in the section entitled “Summary of Proposed Terms and
Conditions” in the Memorandum under the heading “Use of Proceeds”. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation
X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and
the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the
meanings assigned to them in said Regulation U. 

  
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 5.15. Existing Indebtedness; Future Liens. 

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of
the Company and its Subsidiaries as of July 31, 2013 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in
the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the aggregate principal amount of which exceeds
$2,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

 (b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause
or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.6. 

(c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument
evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes
restrictions on the incurring of, Indebtedness of the Company, except as set forth in Schedule 5.15. 
 5.16. Foreign Assets
Control Regulations, etc. 
 (a) Neither the Company nor any Controlled Entity is (i) a Person whose
name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”)
(ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country
or regime that is the subject of any country based OFAC Sanctions Program, or (iii) otherwise blocked, subject to sanctions under or to the Company’s knowledge, after making due inquiry, engaged in any activity now or in the past five
years in violation of other applicable United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment
Act (“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by
the United States or any enabling legislation or executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a
country described in clause (ii) or clause (iii), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in
investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions. 

  
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 (b) No part of the proceeds from the sale of the Notes hereunder constitutes or
will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or any transactions or dealings with, any
Blocked Person, or (ii) otherwise in violation of U.S. Economic Sanctions. 
 (c) Neither the Company nor any
Controlled Entity (i) has been found in violation of or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970
(otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations,
(ii) to the Company’s actual knowledge after making due inquiry, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has been
assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has established procedures and
controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable Anti-Money Laundering Laws and U.S.
Economic Sanctions. 
 (d) (i) Neither the Company nor any Controlled Entity (A) has been convicted of bribery or any other
anti-corruption related activity under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively,
“Anti-Corruption Laws”), (B) to the Company’s actual knowledge after making due inquiry, is under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (C) has been
assessed civil or criminal penalties under any Anti-Corruption Laws or (D) has been or is the target of sanctions imposed by the United Nations or the European Union; 

(ii) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity has, within
the last five years and where to do so would have resulted in a violation of then-applicable Anti-Corruption Laws, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a
Governmental Official or a commercial counterparty for the purposes of: (A) influencing any act, decision or failure to act by such Governmental Official in his or her official capacity or such commercial counterparty, (B) inducing a
Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (C) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or
instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or to otherwise secure an improper advantage; and 

  
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 (iii) No part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, for any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage. The Company has established procedures and
controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Corruption Laws.

 5.17. Status under Certain Statutes. 

Neither the Company nor any Subsidiary is (a) required to register as an “investment company,” as such term is defined in the
Investment Company Act of 1940, as amended, or (b) subject to regulation under the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended. 

5.18. Environmental Matters. 

(a) Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the
environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect. 

(b) Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of
violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such
as could not reasonably be expected to result in a Material Adverse Effect. 
 (c) Neither the Company nor any Subsidiary has
stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could
reasonably be expected to result in a Material Adverse Effect. 
 (d) All buildings on all real properties now owned, leased
or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect. 

  
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	6.	REPRESENTATIONS OF THE PURCHASERS. 

 6.1. Purchase for Investment. 

Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such
Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or such pension or trust fund’s property shall at all times be within
such Purchaser’s or such pension or trust fund’s control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or
if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required, nor does it intend, to register the Notes. 

6.2. Accredited Investor.  

Each Purchaser represents that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are also “accredited investors”). Each Purchaser further represents that such Purchaser has had
the opportunity to ask questions of the Company and received answers concerning the terms and conditions of the sale of the Notes. 

6.3. Source of Funds. 

Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of
funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder: 

(a) the Source is an “insurance company general account” (as the term is defined in the United States
Department of Labor’s Prohibited Transaction Class Exemption (“PTE”) 95-60, as amended) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the
“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities (as defined by the NAIC Annual Statement) for the general
account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60, as amended) or by the same employee organization in the general account do not exceed 10% of
the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or 

(b) the Source is a separate account of an insurance company that is maintained solely in connection with the fixed contractual
obligations of the insurance company under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any
annuitant)) are not affected in any manner by the investment performance of the separate account; or 

  
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 (c) the Source is either (i) an insurance company pooled separate account,
within the meaning of PTE 90-1, as amended or (ii) a bank collective investment fund, within the meaning of the PTE 91-38, as amended and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee
benefit plan (as defined in such PTEs) or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or 

(d) (i) the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14, as
amended (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), (ii) no employee benefit plan’s assets that are
managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such
employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM at the time of the purchase of the Notes hereunder, (iii) the conditions of Part I(c) and
(g) of the QPAM Exemption are satisfied, (iv) neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the
meaning of Part VI(h) of the QPAM Exemption and (v) (A) the identity of such QPAM and (B) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans
established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have
been disclosed to the Company in writing pursuant to this clause (d); or 
 (e) (i) the Source constitutes
assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption),
(ii) the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, (iii) neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of
the INHAM Exemption) owns a 10% or more interest in the Company and (iv) (A) the identity of such INHAM and (B) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in
writing pursuant to this clause (e); or 
 (f) the Source is a governmental plan, church plan that has not made an
election under Section 410(d) of the Code, or a non-U.S. plan and the purchase does not violate any federal, state or other law that regulates its investment in the Notes; or 

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee
benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or 
 (h) the Source
does not include assets of any employee benefit plan, governmental plan, church plan that has not made an election under Section 410(d) of the Code, or non-U.S. Plan. 

  
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 As used in this Section 6.3, the terms “employee benefit plan,” “governmental plan,”
“church plan,” and “separate account” shall, unless otherwise indicated, have the respective meanings assigned to such terms in section 3 of ERISA. 
  

	7.	INFORMATION AS TO COMPANY. 

 7.1. Financial and Business Information. 

The Company shall deliver to each holder of a Note that is an Institutional Investor: 

(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days greater than the period applicable
to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal
period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, 

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and 

(ii) consolidated statements of earnings, shareholders’ equity and cash flows of the Company and its Subsidiaries, for
such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, 

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on
and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnotes, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q
prepared in compliance in all material respects with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such
delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at: http//www.woodward.com) (such availability being
referred to as “Electronic Delivery”); 
 (b) Annual Statements — within 100 days (or
such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing
requirements thereof) after the end of each fiscal year of the Company, duplicate copies of 
 (i) a consolidated balance
sheet of the Company and its Subsidiaries as at the end of such year, and 
 (ii) consolidated statements of earnings,
shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, 

  
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 setting forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all
material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such
financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified
above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in all material respects in accordance
with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have
timely made Electronic Delivery thereof; 
 (c) SEC and Other Reports — promptly upon their becoming
available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its public securities holders generally, and (ii) each regular or periodic report, each registration statement
(other than a registration statement on Form S-8 and without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and
other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material, provided that the Company shall be deemed to have made such delivery of such materials if it shall have made timely
Electronic Delivery thereof; 
 (d) Notice of Default or Event of Default — promptly, and in any event within
five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any written notice or taken any action with respect to a claimed Default hereunder or that any Person has given any
notice or taken any action with respect to a claimed Default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect
thereto; 

  
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 (e) ERISA Matters — promptly, and in any event within five Business
Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: 

(i) with respect to any Plan subject to Title IV of ERISA, any reportable event, as defined in section 4043(c) of ERISA
and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or 

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under
section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with
respect to such Multiemployer Plan; or 
 (iii) any event, transaction or condition that could result in the incurrence of
any liability by the Company or any ERISA Affiliate for failure to comply with the provisions of Title I of ERISA or pursuant to Title IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in
Section 3 of ERISA), or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken
together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; 

(f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of
any written notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; 

(g) Major Credit Facility — substantially concurrent with the transmission thereof, copies (unless otherwise
delivered pursuant to the other provisions of this Section 7.1) of all financial statements, notices, reports and other information given by or on behalf of the Company or any of its Subsidiaries to the financial institutions party to any Major
Credit Facility (excluding routine matters such as borrowing requests); 
 (h) Requested Information — with
reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the
Company’s Form 10-Q and Form 10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Note; and 

  
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 (i) Interest Rate Notice to the holders of the Series J Notes —
promptly, and in any event within 5 Business Days of any change in the Prime Rate (to the extent there are any Prime Rate Notes outstanding) and within 5 Business Days after the commencement of any Interest Period, evidence in reasonable detail
(which shall not be binding on the holders of the Series J Notes) of the computation of the interest rate applicable to such Interest Period (including with such computation a copy of the applicable Bloomberg Professional Service Page BBAM 1 or the
applicable successor page (as determined by the Required Series J Holders) relied upon in setting such rate) and specifying the next succeeding Interest Payment Date. Unless any holder of Series J Notes delivers written objection to any such
computation to the Company within 30 days of receipt thereof, such computation shall be binding on the holders of the Series J Notes for the related Interest Period (except in the case of manifest error). 

7.2. Officer’s Certificate. 

Each set of financial statements delivered to a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by
a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of a Note): 

(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether
the Company was in compliance with the requirements of Section 10.3, and Section 10.6 through Section 10.11, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to
each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage in existence as of
the end of such period); and 
 (b) Event of Default — a statement that such Senior Financial Officer has
reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the
statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or
event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto. 

7.3. Visitation. 

The Company shall permit the representatives of each holder of a Note that is an Institutional Investor: 

(a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable
prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which
consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all
at such reasonable times and as often as may be reasonably requested in writing; and 

  
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 (b) Default — if a Default or Event of Default then exists, at the
expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss
their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its
Subsidiaries), all at such times and as often as may be requested. 
  

	8.	PAYMENT AND PREPAYMENT OF THE NOTES. 

 8.1. Maturity. 

(a) Series G Notes. As provided therein, the entire unpaid principal balance of the Series G Notes shall be due and
payable on November 15, 2020. 
 (b) Series H Notes. As provided therein, the entire unpaid principal balance of
the Series H Notes shall be due and payable on November 15, 2023. 
 (c) Series I Notes. As provided therein, the
entire unpaid principal balance of the Series I Notes shall be due and payable on November 15, 2025. 
 (d) Series J
Notes. As provided therein, the entire unpaid principal balance of the Series J Notes shall be due and payable on November 15, 2020. 

(e) Series K Notes. As provided therein, the entire unpaid principal balance of the Series K Notes shall be due and
payable on November 15, 2023. 
 (f) Series L Notes. As provided therein, the entire unpaid principal balance of
the Series L Notes shall be due and payable on November 15, 2025. 
 8.2. Optional Prepayments of with Prepayment Compensation
Amount. 
 The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part
of, the Notes (but, in the case of a partial prepayment, in an amount not less than $1,000,000 of the aggregate principal amount of the Notes then outstanding), at 100% of the principal amount so prepaid, together with the interest so accrued to the
date of prepayment, plus the applicable Prepayment Compensation Amount determined for the prepayment date with respect to such principal amount; provided, however, that the Company may prepay all or any part of any Series (rather than all or any
part of all Series) of Notes only so long as (a) no Default or Event of Default shall have occurred and be continuing and (b) such prepayment is not in connection with any solicitation by the Company of any consent, waiver, amendment or
other similar transaction from any holder of Notes pursuant to Section 17. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior
to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes, designated by Series, if applicable, to be prepaid on such date, the principal amount of
each Note held by such holder to be prepaid (determined in accordance with Section 8.5), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a
Senior Financial Officer as to the estimated Prepayment Compensation Amount due with respect to each Series of Notes in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth in each
case the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Prepayment Compensation Amount with
respect to each Series of Notes as of the specified prepayment date. 

  
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 8.3. Prepayment Upon Change of Control. 

(a) Notice of Change of Control or Control Event; Offer to Prepay if Change of Control has Occurred. The Company will,
within five (5) Business Days after any Responsible Officer has knowledge of the occurrence of any Change of Control or Control Event, give written notice of such Change of Control or Control Event to each holder of Notes. If a Change of
Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in clause (b) of this Section 8.3 and shall be accompanied by the certificate described in clause (e) of this Section 8.3. 

(b) Offer to Prepay; Time for Payment. The offer to prepay Notes contemplated by clause (a) of this
Section 8.3 shall be an offer to prepay, in accordance with and subject to this Section 8.3, all, but not less than all, of the Notes held by each holder (in the case of this Section 8.3 only, “holder” in respect of any Note
registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). The Proposed Prepayment Date shall not be less than thirty
(30) days and not more than sixty (60) days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the forty-fifth (45th) day after the date of such
offer). 
 (c) Acceptance; Rejection. A holder of Notes may accept the offer to prepay made pursuant to this
Section 8.3 by causing a notice of such acceptance to be delivered to the Company at least ten (10) calendar days prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this
Section 8.3, or to accept an offer as to all of the Notes held by the holder, within such time period, shall be deemed to constitute a rejection of such offer by such holder. 

(d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the
principal amount of such Notes together with interest on such Notes accrued to the date of prepayment and, in the case of the Series J Notes, the Breakage Cost Indemnity, if any, in respect of such Series J Notes (and the Company shall pay any
Breakage Cost Indemnity, if applicable, in accordance with Section 8.10(b) hereof to each holder of Series J Notes that shall have timely delivered a notice of acceptance under Section 8.3(c) and that delivers to the Company, whether
before, on or after the applicable date of prepayment, the certificate required by Section 8.10(b)), but without payment of the Prepayment Compensation Amount or any premium. The prepayment shall be made on the Proposed Prepayment Date, except
as provided in paragraph (e) of this Section 8.3. 

  
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 (e) Deferral Pending Change of Control. The obligation of the Company to
prepay Notes pursuant to the offers required by paragraph (b) and accepted in accordance with paragraph (d) of this Section 8.3 is subject to the occurrence of the Change of Control in respect of which such offers and acceptances
shall have been made. In the event that such Change of Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The
Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any
determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.3 in respect of such Change of Control shall be deemed
rescinded). 
 (f) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.3 shall
be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date, (ii) that such offer is made pursuant to this Section 8.3,
(iii) that the entire principal amount of each Note is offered to be prepaid without any Prepayment Compensation Amount, (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date,
(v) that the conditions of this Section 8.3 required to be fulfilled prior to the giving of such notice have been fulfilled and (vi) in reasonable detail, the nature and date or proposed date of the Change of Control. 

8.4. Prepayment in Connection with an Asset Disposition.  

(a) Notice and Offer. In the event any Debt Prepayment Application is to be used at the election of the Company
to make an offer (a “Transfer Prepayment Offer”) to prepay Notes pursuant to Section 10.3 of this Agreement (a “Debt Prepayment Transfer”), the Company will give written notice of such Debt Prepayment Transfer
to each holder of Notes. Such written notice shall contain, and such written notice shall constitute, an irrevocable offer to prepay, at the election of each holder, a portion of the Notes held by such holder equal to such holder’s Ratable
Portion of the Net Proceeds Amount in respect of such Debt Prepayment Transfer on a date specified in such notice (the “Transfer Prepayment Date”) that is not less than thirty (30) days and not more than sixty (60) days
after the date of such notice, together with interest on the amount to be so prepaid accrued to the Transfer Prepayment Date. If the Transfer Prepayment Date shall not be specified in such notice, the Transfer Prepayment Date shall be the
forty-fifth (45th) day after the date of such notice. 

  
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 (b) Acceptance and Payment. To accept such Transfer Prepayment Offer, a
holder of Notes shall cause a notice of such acceptance to be delivered to the Company not later than twenty (20) days after the date of such written notice from the Company, provided, that failure to accept such offer in writing within twenty
(20) days after the date of such written notice shall be deemed to constitute a rejection of the Transfer Prepayment Offer. If so accepted by any holder of a Note, such offered prepayment (equal to such holder’s Ratable Portion of the Net
Proceeds Amount in respect of such Debt Prepayment Transfer) shall be due and payable on the Transfer Prepayment Date. Such offered prepayment shall be made at 100% of the principal amount of such Notes being so prepaid, together with interest on
such principal amount then being prepaid accrued to the Transfer Prepayment Date determined as of the date of such prepayment and, in the case of the Series J Notes, the Breakage Cost Indemnity, if any, in respect of such Series J Notes (and the
Company shall pay any Breakage Cost Indemnity, if applicable, in accordance with Section 8.10(b) hereof to each holder of Series J Notes that shall have timely delivered a notice of acceptance under this Section 8.4(b) and that delivers to
the Company, whether before, on or after the applicable date of prepayment, the certificate required by Section 8.10(b)). The prepayment shall be made on the Transfer Prepayment Date. 

(c) Other Terms. Each offer to prepay the Notes pursuant to this Section 8.4 shall be accompanied by a certificate,
executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying (i) the Transfer Prepayment Date, (ii) the Net Proceeds Amount in respect of the applicable Debt Prepayment Transfer, (iii) that such
offer is being made pursuant to this Section 8.4 and Section 10.10 of this Agreement, (iv) the principal amount of each Note offered to be prepaid, (v) the interest that would be due on each Note offered to be prepaid, accrued to
the Transfer Prepayment Date and (vi) in reasonable detail, the nature of the Asset Disposition giving rise to such Debt Prepayment Transfer and certifying that no Default or Event of Default exists or would exist after giving effect to the
prepayment contemplated by such offer. 
 8.5. Allocation of Partial Prepayments of Notes. 

In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be
allocated among all of the Notes of the Series to be prepaid at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. 

8.6. Maturity; Surrender, etc. 

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and
become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Prepayment Compensation Amount, if any, and/or Breakage Cost
Indemnity (in the case of a prepayment of the Series J Notes), if any, to each holder of Series J Notes that has delivered to the Company the certificate contemplated by Section 8.10(b) (and the Company shall pay any Breakage Cost Indemnity, if
applicable, in accordance with Section 8.10(b) hereof to each holder of Series J Notes that shall deliver such certificate within 30 days thereafter). From and after such date, unless the Company shall fail to pay such principal amount when so
due and payable, together with the interest and Prepayment Compensation Amount and/or Breakage Cost Indemnity, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to
the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. 

  
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 8.7. Purchase of Notes. 

The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes, except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of
any Series of Notes at the time outstanding upon the same terms and conditions; provided that the Company may only make an offer to purchase an individual Series of Notes (rather than all Notes) so long as no Default or Event of Default has occurred
and is continuing and such prepayment is not in connection with any solicitation by the Company of any consent, waiver, amendment or similar transaction from any holder of Notes pursuant to Section 17. Any such offer shall provide each holder
of such Series with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least fifteen (15) Business Days. If the holders of more than 30% of the principal amount of the Notes
of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series of such fact and the expiration date of such offer shall be extended by the number of days necessary to give each such
remaining holder of such Series at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes of such Series acquired by it or any Affiliate pursuant to any payment, prepayment
or purchase of Notes of such Series pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. 

8.8. Make-Whole Amount. 

“Make-Whole Amount” means, with respect to any Fixed Rate Note of any Series, an amount equal to the excess, if any, of
the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Fixed Rate Note of such Series over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For
the purposes of determining the Make-Whole Amount, the following terms have the following meanings: 
 “Called
Principal” means, with respect to any Fixed Rate Note of any Series, the principal of such Fixed Rate Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to
Section 12.1, as the context requires. 
 “Discounted Value” means, with respect to the Called Principal
of any Fixed Rate Note of any Series, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal,
in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Series of Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.


  
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 “Reinvestment Yield” means, with respect to the Called Principal of any
Fixed Rate Note of any Series, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the
display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Services Screen for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury
Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15
(or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. 

In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied
yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury
security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to
the number of decimal places as appears in the interest rate of the applicable Series of Fixed Rate Notes. 
 “Remaining
Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying
(a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such
Called Principal and the scheduled due date of such Remaining Scheduled Payment. 
 “Remaining Scheduled
Payments” means, with respect to the Called Principal of any Fixed Rate Note of any Series, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Fixed Rate Notes of such Series, then the amount of
the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1. 

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is
to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 

  
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 8.9. Interest Rate and Interest Payment Dates. 

(a) Interest Rate and Interest Payment Dates for Fixed Rate Notes. Each Fixed Rate Note shall bear interest on the
outstanding principal amount thereof at the Applicable Rate for such Fixed Rate Note and such interest shall be payable as set forth in the applicable Fixed Rate Note until the principal amount of such Fixed Rate Note in respect of which such
interest shall have accrued shall become due and payable, all as more particularly set forth in such Fixed Rate Note. 
 (b)
Floating Interest Rate. Subject to Section 8.9(d) and Section 8.10(a), the outstanding principal amount of the Series J Notes shall bear interest, for each Interest Period applicable thereto, at the relevant LIBO Rate for such
Interest Period. 
 (c) Calculation of Interest. Interest on the Series J Notes shall be calculated as to each
Interest Period or other period during which interest accrues from and including the first day thereof to but excluding the last day thereof. 

(d) Inability to Determine LIBO Rate. 

(i) If, prior to the first Business Day of any Interest Period, the basis for determining the LIBO Rate ceases to be reported
on the applicable Bloomberg Professional Service Page BBAM 1 (and JPMorgan Chase Bank, N.A., is not quoting the rate contemplated by clause (b) of the definition of “LIBO Rate”), the interest rate applicable to the LIBOR-Based Notes
for each such Interest Period thereafter shall be the rate at which deposits in Dollars are offered by the Reference Banks (or, if applicable, the NYC Reference Banks) in accordance with the procedures described below until notice contemplated by
Section 8.9(e) is furnished by the Required Series J Holders (any such rate determined in accordance with Section 8.9(d)(i), an “Alternative LIBO Rate”). The Company shall, on the applicable Reset Date, request the
principal London office of each of the Reference Banks to provide a quotation of its rate at which deposits in Dollars are offered by such Reference Bank at approximately 11:00 a.m., London time, on that Reset Date to prime banks in the London
interbank market for a period of the Designated Maturity commencing on that Reset Date and in a Representative Amount. If at least two quotations are provided to the Company by such Reference Banks, the Alternative LIBO Rate for such Interest Period
shall be the arithmetic mean of the quotations. If fewer than two quotations are provided to the Company by any such Reference Banks, the Company shall, on that Reset Date, request the principal New York City office of the NYC Reference Banks to
provide a quotation of its rate at which deposits in Dollars are offered by such NYC Reference Bank at approximately 11:00 a.m., New York City time, on that Reset Date, to leading European banks for a period of the Designated Maturity commencing on
that Reset Date and in a Representative Amount. If at least two quotations are provided to the Company by such NYC Reference Banks, the Alternative LIBO Rate for such Interest Period shall be the arithmetic mean of the quotations. If an Alternative
LIBO Rate is established by the Company pursuant to this Section 8.9(d)(i), each reference herein and in the Series J Notes to the “LIBO Rate” for any Interest Period shall be deemed thereafter to be a reference to the Alternative
LIBO Rate. Until notice contemplated by Section 8.9(e) is furnished by the Required Series J Holders, the LIBO Rate (defined without giving effect to any Alternative LIBO Rate) shall not apply to any LIBOR-Based Note. 

  
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 (ii) If the Company is unable to establish an Alternative LIBO Rate pursuant to
Section 8.9(d)(i) and if the Required Series J Holders, or their designated agent, shall have reasonably determined (which determination shall be conclusive and binding upon the Company) that, by reason of circumstances affecting the relevant
market, other adequate and reasonable means do not exist for ascertaining the interest rate applicable to the offering of Dollar deposits to major banks in the London interbank eurodollar market for such Interest Period, then the Required Series J
Holders shall forthwith give notice thereof to the Company. If such notice is given, (A) the interest rate applicable to the LIBOR-Based Notes for such Interest Period shall be the Prime Rate, determined and effective as of the first day of
such Interest Period, (B) each reference herein and in the Series J Notes to the “LIBO Rate” for any Interest Period shall be deemed thereafter to be a reference to the Prime Rate, and (C) subject to Section 8.9(e) below,
such substituted rate shall thereafter be determined by the Required Series J Holders in accordance with the terms hereof. Until notice contemplated by Section 8.9(e) is furnished by the Required Series J Holders, the LIBO Rate (defined without
giving effect to clause (B) of this Section 8.9(d)(iii)) shall not apply to any LIBOR-Based Note. 
 (e)
Reinstatement of LIBO Rate. If there has been at any time an interest rate substituted for the LIBO Rate in accordance with Section 8.9(d) or Section 8.10(a) and if in the reasonable opinion of the Required Series J Holders, the
circumstances causing such substitution have ceased, then the Required Series J Holders shall promptly notify the Company in writing of such cessation, and on the first day of the next succeeding Interest Period the LIBO Rate shall be determined as
originally defined hereby. Nevertheless, thereafter the provisions of Section 8.9(d) and Section 8.10(a) shall continue to be effective. 

8.10. Yield Protection and Illegality in respect of Series J Notes. 

(a) Illegality. 

(i) Notwithstanding any other provision of this Agreement, if, after the Second Closing Date, any Change in Law shall make it
unlawful for any holder of the Series J Notes to maintain any LIBOR-Based Note, then by written notice to the Company, 

(A) such holder shall promptly notify the Company of such circumstances, including a description of and the effective date of
such Change in Law (which notice shall be withdrawn whenever such circumstances no longer exist); 

  
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 (B) such holder may require that all outstanding LIBOR-Based Notes held by it be
converted to Prime Rate Notes that bear interest at the Prime Rate, in which event all such LIBOR-Based Notes shall be converted automatically to Prime Rate Notes bearing interest at the Prime Rate as of the effective date specified in such notice;
and 
 (C) such notice shall cease to be effective at such time as it shall no longer be unlawful for such holder to
maintain any LIBOR-Based Note and, effective as of the first day of the next succeeding Interest Period, the Series J Notes shall bear interest in accordance with the provisions of Section 8.9(b); 

(ii) For purposes of this Section 8.10(a), a notice to the Company by a holder of any Series J Note shall be effective on
the last day of the Interest Period during which such notice is given unless the effective date specified in such notice is an earlier date (which earlier date may be specified only if required by such Change in Law), in which event such notice
shall be effective as of such earlier date. If any such conversion to the Prime Rate occurs on a day which is not the last day of an Interest Period, the Company shall pay to such holder the Breakage Cost Indemnity, if any, in respect of such Series
J Notes. 
 (b) Breakage Cost Indemnity. The Company agrees to indemnify each holder of the Series J Notes for, and
promptly to pay to each such holder within 30 days of receipt of the written request of such holder, any amounts required to compensate such holder for any breakage-related losses, costs or expenses sustained or incurred by such holder arising out
of: 
 (i) any event (including any acceleration of the Series J Notes in accordance with Section 12.1 and any
prepayment of the Series J Notes pursuant to Sections 8.2, 8.3 or 8.4) which results in: 
 (A) such holder receiving any
amount on account of the principal of any Series J Note prior to the end of the Interest Period in effect therefor, or 

(B) the conversion of any LIBOR-Based Note to a Prime Rate Note other than on the last day of the Interest Period in effect
therefor, or 
 (ii) the failure by the Company to pay any amount in respect of a payment or prepayment required to be made
hereunder on the date due in respect of any LIBOR-Based Note, 
 including, without limitation, any breakage-related loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such holder to fund or maintain such LIBOR-Based Notes. 

  
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 A certificate of any such holder of the Series J Notes setting forth, in reasonable detail, the
calculations of any amount or amounts which such holder is entitled to receive pursuant to this Section 8.10(b) and the basis therefor, shall be delivered to the Company and shall be prima facie evidence of such amount absent manifest error
unless the Company notifies such holder in writing to the contrary within 30 days after such certificate is delivered to the Company. The provisions of this Section 8.10(b) shall remain operative and in full force and effect regardless of
prepayment of the Series J Notes, the consummation of the transactions contemplated hereby, the repayment of any Series J Notes, the invalidity or unenforceability of any other term or provision of this Agreement or the Series J Notes or any
investigation made by or on behalf of any such holder. 
  

	9.	AFFIRMATIVE COVENANTS. 

 The Company covenants that so long as any of the Notes are
outstanding: 
 9.1. Compliance with Law. 

Without limiting Section 10.5, the Company will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or
governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA PATRIOT Act, Environmental Laws and the other laws and regulations that are referred to in Section 5.16, and will obtain and
maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case, to the extent
necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 9.2. Insurance. 

The Company will, and will cause each of the Guarantors to, maintain, with financially sound and reputable insurers, insurance with respect to
their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto)
as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated. 

9.3. Maintenance of Properties. 

The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective
properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall not prevent the
Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  
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 9.4. Payment of Taxes and Claims. 

The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and
payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that (a) neither the Company nor any
Subsidiary need pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a
Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) neither the Company nor any Subsidiary need file any such tax return or pay any such tax, assessment, charge,
levy or claim if the nonfiling of such tax returns and the nonpayment of all such taxes, assessments, charges and levies in the aggregate could not reasonably be expected to have a Material Adverse Effect. 

9.5. Corporate Existence, etc. 

Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to
Sections 10.2 and 10.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of
the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate,
have a Material Adverse Effect. 
 9.6. Books and Records. 

The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all
applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be. 

9.7. Ranking of Obligations. 

The Company will ensure that its payment obligations under this Agreement and the Notes will at all times rank at least pari passu,
without preference or priority, with all other unsecured unsubordinated Indebtedness of the Company. The Company will ensure that each Guarantor’s payment obligations under the Guaranty Agreement will at all times rank at least pari
passu, without preference or priority, with all other unsecured unsubordinated Indebtedness of such Guarantor. 

  
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 9.8. Guaranty by Subsidiaries; Liens. 

(a) If at any time, pursuant to the terms and conditions of any Major Credit Facility, any existing or newly acquired or formed
Subsidiary of the Company becomes obligated as a guarantor or obligor under such Major Credit Facility, the Company will, at its sole cost and expense, cause such Subsidiary to concurrently therewith become a Guarantor in respect of this Agreement
and the Notes, and within ten (10) Business Days thereafter will deliver to each of the holders of the Notes the following items: 

(i) an executed supplement to the Guaranty Agreement in the form of Exhibit A thereto (a “Guaranty
Supplement”); 
 (ii) such documents and evidence with respect to such Subsidiary as the Required Holders may
reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by such Guaranty Supplement; and 

(iii) an opinion of counsel to the Company and such Subsidiary in form and substance satisfactory to the Required Holders to
the effect that (x) such Guaranty Supplement has been duly authorized, executed and delivered by such Subsidiary, (y) the Guaranty Agreement as supplemented by such Guaranty Supplement constitutes the legal, valid and binding contract and
agreement of such Subsidiary, enforceable in accordance with its terms (except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles) and (z) the execution, delivery and performance by such Subsidiary of such Guaranty Supplement do not (A) violate any law, rule or regulation applicable to such
Subsidiary, or (B) (1) conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien not permitted by Section 10.6 or (2) conflict with or
result in any breach of any of the provisions of or constitute a default under (I) the provisions of the charter, bylaws, certificate of formation, operating agreement or other constitutive documents of such Subsidiary, or (II) any agreement or
other instrument to which such Subsidiary is a party or by which such Subsidiary may be bound; 
 provided, that notwithstanding anything
contained in this Section 9.8(a) to the contrary, the Company shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Guarantor in respect of this Agreement and the Notes to the extent such
Foreign Subsidiary’s obligations under all Major Credit Facilities consist solely of direct borrowings solely to such Foreign Subsidiary (a “Foreign Borrowing”) or guaranties of a Foreign Borrowing by another Foreign
Subsidiary. 
 (b) If at any time, pursuant to the terms and conditions of all of the Major Credit Facilities, any Guarantor
is discharged and released from its Guaranty of Indebtedness under all of the Major Credit Facilities and (i) such Guarantor is not a co-obligor under any of the Major Credit Facilities and (ii) the Company will have delivered to each
holder of Notes an Officer’s Certificate certifying that (x) the condition specified in clause (i) above has been satisfied and (y) immediately preceding the release of such Guarantor from the Guaranty Agreement and after giving
effect thereto, no Default or Event of Default will have existed or would exist, then, upon receipt by the holders of Notes of such Officer’s Certificate, such Guarantor will be discharged and released, automatically and without the need for
any further action, from its obligations under the Guaranty Agreement; provided that, if in connection with any release of a Guarantor from its Guaranty of Indebtedness under any Major Credit Facility any fee or other consideration (excluding, for
the avoidance of doubt, any repayment of the principal or interest under any Major Credit Facility in connection with such release) is paid or given to any holder of Indebtedness under such Major Credit Facility in connection with such release, each
holder of a Note shall receive equivalent consideration on a pro rata basis in connection with such Guarantor’s release from the Guaranty Agreement. Without limiting the foregoing, for purposes of further assurance, each of the holders of the
Notes agrees to provide to the Company and such Guarantor, if reasonably requested by the Company or such Guarantor and at the Company’s expense, written evidence of such discharge and release signed by such holder. 

  
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 (c) If at any time, pursuant to the terms and conditions of any Major Credit
Facility, the Company or any of its Subsidiaries are required to or elect to grant Liens on any of their assets to secure the Indebtedness evidenced by such Major Credit Facility, the Company will, at its sole cost and expense, grant, or cause such
Subsidiary to grant, Liens on such assets (other than the Capital Stock of a Foreign Subsidiary if the pledge of such Capital Stock would result in adverse tax consequences to the Company or such Subsidiary not also caused by the grant of such Lien
in respect of such Major Credit Facility) in favor of the holders of the Notes (or in favor of a collateral agent reasonably acceptable to the Required Holders for the benefit of the holders of the Notes), and within ten (10) Business Days
thereafter will deliver to each of the holders of the Notes the following items: 
 (i) such security documents as the
Required Holders deem reasonably necessary or advisable to grant to the holders of Notes (or such collateral agent for the benefit of the holders of Notes) a perfected first priority security interest to (or for the benefit of) the holders of Notes;

 (ii) such documents and evidence with respect to such Liens as the Required Holders may reasonably request in order to
establish the existence and priority of such Liens and the authorization of the transactions contemplated by such security documents; and 

(iii) an opinion of counsel to the Company or such Subsidiary in form and substance satisfactory to the Required Holders to the
effect that (x) such security documents have been duly authorized, executed and delivered by the Company or such Subsidiary, (y) such security documents constitute the legal, valid and binding contract and agreement of the Company or such
Subsidiary, enforceable in accordance with their terms (except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles) and (z) the execution, delivery and performance by the Company or such Subsidiary of such security documents do not violate (A) any law, rule or regulation applicable to the Company or
such Subsidiary, or (B)(1) conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or imposition of any Lien not permitted by Section 10.6 or (2) conflict with or result in
any breach of any of the provisions of or constitute a default under (I) the provisions of the charter, bylaws, certificate of formation, operating agreement or other constitutive documents of the Company or such Subsidiary, or (II) any
agreement or other instrument to which the Company or such Subsidiary is a party or by which such Subsidiary may be bound; 

  
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 (d) If at any time, pursuant to the terms and conditions of any Major Credit
Facility, Liens granted by the Company or any Subsidiary are released under all of the Major Credit Facilities and the Company will have delivered to each holder of Notes an Officer’s Certificate certifying that immediately preceding the
release of such Liens and after giving effect thereto, no Default or Event of Default will have existed or would exist, then, upon receipt by the holders of Notes of such Officer’s Certificate, such Liens in favor of the holders of Notes will
be discharged and released, automatically and without the need for any further action; provided that, if in connection with any release of such Liens under any Major Credit Facility any fee or other consideration (excluding, for the avoidance of
doubt, any repayment of the principal or interest under any Major Credit Facility in connection with such release) is paid or given to any holder of Indebtedness under such Major Credit Facility in connection with such release, each holder of a Note
shall receive equivalent consideration on a pro rata basis in connection with such release of Liens securing the Indebtedness evidenced by this Agreement and the Notes. Without limiting the foregoing, for purposes of further assurance, each of the
holders of the Notes agrees to provide to the Company, if reasonably requested by the Company and at the Company’s expense, written evidence of such discharge and release signed by such holder (or the collateral agent appointed by the holders
of Notes). 
 9.9. Intercreditor Agreement. 

If at any time, pursuant to the terms and conditions of any Major Credit Facility, (a) Subsidiaries of the Company are required to provide
a Guaranty of the Company’s Indebtedness under such Major Credit Facility and such Subsidiaries are required to become a Guarantor in respect of this Agreement and the Notes or (b) the Company or any of its Subsidiaries are required to
grant Liens on any of their assets to secure the Indebtedness evidenced by any Major Credit Facility or any guaranty thereof, and the Company or such Subsidiaries are required to grant Liens to secure the Indebtedness evidenced by this Agreement and
the Notes, then the Company will, concurrently with the execution thereof or the granting of such Guaranties and/or Liens, cause the lenders under such Major Credit Facility to enter into, and the holders of Notes hereby agree to enter into, an
intercreditor agreement in form and substance (including, without limitation, as to the sharing of recoveries and set offs) reasonably satisfactory to the Required Holders (the “Intercreditor Agreement”) with the holders of Notes,
or enter into a joinder agreement to such Intercreditor Agreement in form and substance reasonably satisfactory to the Required Holders (it being acknowledged and agreed that the Second Amended and Restated Intercreditor Agreement is in form and
substance satisfactory to the Required Holders with respect to the granting of Guaranties). Within ten (10) Business Days following the execution of any such Intercreditor Agreement (or any joinder thereto), the Company will deliver an executed
copy thereof to each holder of Notes. 

  
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	10.	NEGATIVE COVENANTS. 

 The Company covenants that so long as any of the Notes are
outstanding: 
 10.1. Transactions with Affiliates. 

The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or group of related
transactions which collectively are Material (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except in
the ordinary course of business or pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and, in each case, upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be
obtainable in a comparable arm’s-length transaction with a Person not an Affiliate. 
 10.2. Merger, Consolidation, etc.

 The Company will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other Person or convey,
transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person (except that, so long as no Default or Event of Default exists or would result therefrom, a Subsidiary of the Company may
(x) consolidate with or merge with, or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to, the Company or another Subsidiary, so long as in each case involving a Guarantor, the
survivor of such merger or consolidation or the transferee of such assets shall have assumed such Guarantor’s obligations under the Guaranty Agreement (and to the extent the Guarantor is not the survivor or transferee, the Company shall cause
the successor thereto to comply with clauses (a) and (b) of this Section 10.2 as if the Successor Company (as defined below) were the successor to such Guarantor) and (y) convey, transfer or lease all of its assets in compliance
with the provisions of Section 10.3), provided that the foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single
transaction or series of transactions to, any Person so long as: 
 (a) the successor formed by such consolidation or the
survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be (the “Successor Company”), will be a solvent corporation
or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia; 

(b) if the Company is not the Successor Company, such Successor Company will have executed and delivered to each holder of
Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the Required Holders), and the
Company will have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their terms (except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles); 

  
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 (c) immediately after giving effect to such transaction: 

(i) no Default or Event of Default would exist, and 

(ii) the Successor Company would be permitted by the provisions of Section 10.8 hereof to incur at least $1.00 of
additional Indebtedness (determined on a pro forma basis based upon EBITDA for the four (4) fiscal quarter period most recently ended for which financial statements have been provided to holders of Notes); and 

(d) each Guarantor confirms in writing its obligations under and pursuant to the Guaranty Agreement; 

provided, however, that no such conveyance, transfer or lease of all or substantially all of the assets of the Company will have the effect of
releasing the Company (or any Successor Company) from its liability under this Agreement or the Notes, or of releasing any Guarantor (or any successor) from its liability under the Guaranty Agreement. 

10.3. Sale of Assets. 

Except as permitted under Section 10.2, the Company will not, and will not permit any of its Subsidiaries to, make any Asset Disposition
unless: 
 (a) in the good faith opinion of the Company, the Asset Disposition is in exchange for consideration having a Fair
Market Value at least equal to that of the property exchanged and is in the best interest of the Company or such Subsidiary; and 

(b) immediately after giving effect to the Asset Disposition, no Default or Event of Default would exist and the Company would
be permitted by the provisions of Section 10.8 hereof to incur at least $1.00 of additional Indebtedness (determined on a pro forma basis based upon EBITDA for the four (4) fiscal quarter period most recently ended for which
financial statements have been provided to holders of Notes); and 
 (c) immediately after giving effect to the Asset
Disposition, the Disposition Value of all property that was the subject of any Asset Disposition occurring during the then current fiscal year of the Company, would not exceed an amount equal to 15% of Consolidated Total Assets determined as of the
end of the then most recently ended fiscal year of the Company. 
 If the Net Proceeds Amount from any Transfer is applied to a Debt Prepayment Application
or a Property Reinvestment Application within 365 days after such Transfer, then such Transfer, only for the purpose of determining compliance with subsection (c) of this Section 10.3 as of any date, shall be deemed not to be an Asset
Disposition as of the date of such application. 

  
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 10.4. Line of Business. 

The Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which
the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement
as described in the Memorandum. 
 10.5. Terrorism Sanctions Regulations.  

The Company will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a
Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage in any dealing or
transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any law or
regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c) to engage, nor shall any Affiliate of either engage, in any activity that could subject such Person or any
Purchaser or holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions. 

10.6. Liens. 
 The
Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any
document or instrument in respect of goods or accounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, except: 

(a) Permitted Liens; and 

(b) Liens in addition to those permitted by clause (a) of this Section 10.6, provided that at the time of incurrence
of such other Liens and after giving effect thereto, (i) the total amount of Indebtedness secured by Liens pursuant to this clause (b) at no time exceeds an amount equal to 15% of Consolidated Net Worth and (ii) the Company is in
compliance with the terms of Section 10.9. 
 10.7. Minimum Consolidated Net Worth. 

The Company will not permit its Consolidated Net Worth at any time to be less than the sum of (a) $800,000,000 plus (b) an aggregate
amount equal to 50% of its Consolidated Net Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ending September 30, 2013. 

  
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 10.8. Maximum Leverage Ratio. 

The Company and its consolidated Subsidiaries will not permit the ratio (the “Leverage Ratio”) of (a) Net Indebtedness to
(b) EBITDA to be greater than (x) 4.0 to 1.0 during any Material Acquisition Period or (y) 3.5 to 1.0 at any other time. The Leverage Ratio will be calculated, in each case, determined as of the last day of each fiscal quarter of the
Company based upon (i) for Net Indebtedness, Net Indebtedness as of the last day of such fiscal quarter; and (ii) for EBITDA, the actual amount for the four (4) fiscal quarter period ending on such date. 

10.9. Priority Debt. 

The Company will not at any time permit Priority Debt to exceed 25% of Consolidated Net Worth (determined as of the then most recently ended
fiscal quarter of the Company). 
 10.10. Subsidiary Debt. 

The Company will not at any time permit any Subsidiary to, create, incur, assume, guaranty, permit to exist or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness other than: 
 (a) Indebtedness of a Subsidiary outstanding on
the date of this Agreement described on Schedule 5.15 and any extension, renewal or refunding thereof if the principal amount thereof is not increased in connection with such extension, renewal or refunding; 

(b) Indebtedness of a Subsidiary owed to the Company or a Wholly-Owned Subsidiary; 

(c) Guaranties by a Subsidiary of Indebtedness of another Subsidiary that is otherwise permitted under the terms of this
Agreement; 
 (d) Indebtedness evidenced by (i) any Guaranty Agreement (as the same may be supplemented from time to
time by any Guaranty Supplement) or (ii) any Guaranty of any Major Credit Facility so long as such Subsidiary has executed and delivered a Guaranty Agreement and the Company has complied with the provisions of Section 9.8 and
Section 9.9; 
 (e) Indebtedness of a Subsidiary in connection with a Permitted Receivables Securitization program
permitted pursuant to Section 10.11; 
 (f) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes
a Subsidiary provided that (i) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall
exist, and provided, further, that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; and 

  
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 (g) additional Indebtedness of a Subsidiary; provided that on the date the
Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the application of the proceeds thereof, 

(i) no Default or Event of Default shall exist; 

(ii) such Indebtedness can be incurred within the applicable limitations provided in Sections 10.8 and 10.9; and 

(iii) the total amount of all Indebtedness permitted under this Section 10.10(g) at no time exceeds an amount equal to 20%
of Consolidated Net Worth. 
 10.11. Permitted Receivables Securitization Program. 

The Company will not, and will not permit any Subsidiary to, sell any Securitization Assets pursuant to a Permitted Receivables Securitization
program or otherwise unless (a) immediately before and after giving effect to such sale, no Default or Event of Default exists, (b) after giving effect to such sale, the aggregate outstanding face amount of Securitization Assets sold by
the Company or a Subsidiary pursuant to a Permitted Receivables Securitization program does not exceed an amount equal to 15% of Consolidated Total Assets (determined as of the then most recently ended fiscal quarter of the Company) and
(c) immediately after the giving effect to such sale, the Company would be permitted by the provisions of Section 10.8 hereof to incur at least $1.00 of additional Indebtedness (determined on a pro forma basis based upon
EBITDA for the four (4) fiscal quarter period most recently ended for which financial statements have been provided to holders of Notes). 
  

	11.	EVENTS OF DEFAULT. 

 An “Event of Default” shall exist if any of the following
conditions or events shall occur and be continuing: 
 (a) the Company defaults in the payment of any principal, Prepayment
Compensation Amount, if any, on any Note or any Guarantor defaults in the payment under the Guaranty Agreement when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or 

(b) the Company defaults in the payment of any interest, or Breakage Cost Indemnity, if any, on any Note for more than five
(5) Business Days after the same becomes due and payable; or 
 (c) the Company defaults in the performance of or
compliance with any term contained in Section 7.1(d) or Section 10; or 
 (d) the Company defaults in the
performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) and such default is not remedied within thirty (30) days after the earlier of (i) a Responsible
Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to
this Section 11(d)); or 

  
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 (e) any representation or warranty made in writing by or on behalf of the Company
or by any officer of the Company in this Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or 

(f) (i) the Company or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment
of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $60,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or
any Significant Subsidiary is in default in the performance of or compliance with any Material Covenant of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $60,000,000, and as a consequence of such default
such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) the Company or
any Significant Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $60,000,000 or any mortgage, indenture or other agreement
relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared, due and payable before its stated maturity or before its regularly scheduled dates of payment, or
(iv) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Company or any
Significant Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $60,000,000, or (y) one or
more Persons have the right to require the Company or any Significant Subsidiary so to purchase or repay such Indebtedness as a result of a default in the performance of or compliance with any Material Covenant by the Company or any Significant
Subsidiary; or 
 (g) the Company or any Significant Subsidiary (i) is generally not paying, or admits in writing its
inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take
advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or


  
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 (h) a court or Governmental Authority of competent jurisdiction enters an order
appointing, without consent by the Company or any of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an
order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or
liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within sixty (60) days; or 

(i) a final judgment or judgments for the payment of money aggregating in excess of $60,000,000 are rendered against one or
more of the Company and its Significant Subsidiaries (except to the extent covered by independent third party insurance as to which the insurer has acknowledged coverage) and which judgments are not, within sixty (60) days after entry thereof,
bonded, discharged or stayed pending appeal, or are not discharged within sixty (60) days after the expiration of such stay; or 

(j) if (i) any Plan subject to Title IV of ERISA or Section 412 of the Code shall fail to satisfy the minimum funding
standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan
subject to Title IV of ERISA shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have
notified in writing the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under
all Plans (other than Multiemployer Plans) subject to Title IV of ERISA, determined in accordance with Title IV of ERISA, shall exceed $60,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur
any liability for the failure to comply with the provisions of Title I of ERISA or pursuant to Title IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate
withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or
any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or

 (k) (i) a default shall occur under the Guaranty Agreement and such default shall continue beyond the period of grace, if
any, allowed with respect thereto or (ii) except as expressly permitted under Section 9.8(b), the Guaranty Agreement shall cease to be in full force and effect for any reason whatsoever with respect to one or more Guarantors, including,
without limitation, a determination by any Governmental Authority or court that such agreement is invalid, void or unenforceable with respect to one or more Guarantors or any Guarantor shall contest or deny in writing the validity or enforceability
of any of its obligations under the Guaranty Agreement. 

  
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 As used in Section 11(j), the terms “employee benefit plan” and “employee welfare benefit
plan” shall have the respective meanings assigned to such terms in section 3 of ERISA. 
  

	12.	REMEDIES ON DEFAULT, ETC. 

 12.1. Acceleration. 

(a) If an Event of Default with respect to the Company or any Guarantor described in Section 11(g) or (h) (other than
an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then
outstanding shall automatically become immediately due and payable. 
 (b) If any other Event of Default has occurred and is
continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. 

(c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders
of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. 

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith
mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate upon the occurrence and during the continuance of an
Event of Default) and (y) the applicable Prepayment Compensation Amount, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), or the Breakage Cost Indemnity in respect thereof, as applicable,
shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice (other than the notice described in Section 8.10(b) with respect to Breakage Cost Indemnity), all of which are hereby
waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision
for payment of a Prepayment Compensation Amount and/or Breakage Cost Indemnity, if any, by the Company if the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such
right under such circumstances. 
 12.2. Other Remedies. 

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared
immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note or Guaranty Agreement, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law
or otherwise. 

  
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 12.3. Rescission. 

At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice
to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and applicable Prepayment Compensation Amount and/or Breakage Cost Indemnity, if
any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Prepayment Compensation Amount and/or Breakage Cost Indemnity, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of
Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment
of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 

12.4. No Waivers or Election of Remedies, Expenses, etc. 

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, the Guaranty Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy
referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further
amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. 

 

	13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. 

 13.1. Registration of Notes.

 The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The
name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 

  
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 13.2. Transfer and Exchange of Notes. 

Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in
Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s
attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the
Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note.
Each such new Note shall be payable to such Person as such holder may request and, in the case of a Series G Note, shall be substantially in the form of Exhibit 1A, in the case of a Series H Note, shall be substantially in the form of
Exhibit 1B, in the case of a Series I Note, shall be substantially in the form of Exhibit 1C, in the case of a Series J Note, shall be substantially in the form of Exhibit 1D, in the case of a Series K Note, shall be
substantially in the form of Exhibit 1E, or, in the case of a Series L Note, shall be substantially in the form of Exhibit 1F. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on
the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of
Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any
transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.3. 

The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold
unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available. 

13.3. Replacement of Notes. 

Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of
evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and
such loss, theft, destruction or mutilation), and 
 (a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own
unsecured agreement of indemnity shall be deemed to be satisfactory), or 

  
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 (b) in the case of mutilation, upon surrender and cancellation thereof, within
fifteen (15) Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost,
stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon. 
  

	14.	PAYMENTS ON NOTES. 

 14.1. Place of Payment. 

Subject to Section 14.2, payments of principal, Prepayment Compensation Amount and/or Breakage Cost Indemnity, if any, and interest
becoming due and payable on the Notes shall be made in Fort Collins, Colorado at the principal office of the Company in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction. 

14.2. Home Office Payment. 

So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such
Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Prepayment Compensation Amount and/or Breakage Cost Indemnity, if any, and interest by the method and at the address specified for such purpose below such
Purchaser’s name in Schedule A, or by such other commercially reasonable method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or
surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of
any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in
exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this
Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2. 

  
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	15.	EXPENSES, ETC. 

 15.1. Transaction Expenses. 

Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable
attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of this Agreement, the Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred
in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in
connection with this Agreement, the Guaranty Agreement or the Notes, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of
the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all
related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, all
claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). 

15.2. Survival. 

The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or
waiver of any provision of this Agreement, the Guaranty Agreement or the Notes, and the termination of this Agreement or the Guaranty Agreement. 
  

	16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT; UPDATING SCHEDULES. 

 All
representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and
may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or
on behalf of the Company or any Guarantor pursuant to this Agreement shall be deemed representations and warranties of the Company or such Guarantor under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the
entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. 

Notwithstanding any of the foregoing, at any time during the period commencing on the date hereof and ending on the Second Closing Date, the
Company may deliver to the Purchasers updates to Schedule 5.4 to this Agreement, as a result of changes occurring after the date hereof, in which case the existing Schedule 5.4 shall be deemed to include the information set forth in
such updated Schedule as of the date of such updated Schedule. 

  
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	17.	AMENDMENT AND WAIVER. 

 17.1. Requirements. 

This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used
therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby,
(i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of
interest or of the Prepayment Compensation Amount and/or Breakage Cost Indemnity on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the
principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20 or
(iv) release any Guarantor from the Guaranty Agreement (other than in compliance with Section 9.8(b)). 
 17.2. Solicitation of
Holders of Notes. 
 (a) Solicitation. The Company will provide each holder of a Note (irrespective of the
amount of the Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof or of the Notes or the Guaranty Agreement. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 or the Guaranty
Agreement to each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes. 

(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of
supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of
the terms and provisions hereof or of any the Guaranty Agreement or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder
of a Note even if such holder did not consent to such waiver or amendment. 
 (c) Consent in Contemplation of
Transfer. Any consent given pursuant to this Section 17 or the Guaranty Agreement by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company in connection
with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such
consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder. 

  
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 17.3. Binding Effect, etc. 

Any amendment or waiver consented to as provided in this Section 17 or the Guaranty Agreement applies equally to all holders of
Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and any holder of a Note and no delay in exercising any rights hereunder or
under any Note or the Guaranty Agreement shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be
amended or supplemented. 
 17.4. Notes Held by Company, etc. 

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then
outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, the Guaranty Agreement or the Notes, or have directed the taking of any action provided herein or in the Guaranty Agreement or the Notes to be
taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding. 

 

	18.	NOTICES. 

 All notices and communications provided for hereunder shall be in writing and
sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid),
or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent: 
 (i) if to any
Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing, 

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the
Company in writing, or 
 (iii) if to the Company, to the Company at its address set forth at the beginning hereof to the
attention of the Chief Financial Officer, or at such other address as the Company shall have specified to the holder of each Note in writing. 

Notices under this Section 18 will be deemed given only when actually received. 

  
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	19.	REPRODUCTION OF DOCUMENTS. 

 This Agreement and all documents relating hereto, including,
without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at either Closing (except the Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced.
The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence
and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not
prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. 

 

	20.	CONFIDENTIAL INFORMATION. 

 For the purposes of this Section 20, “Confidential
Information” means information delivered to any Purchaser or any holder of a Note by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary
in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that
(a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf,
(c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available.
Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that
such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment
represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder
of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound
by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of
this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires
access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order
applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent
such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, this Agreement or the Guaranty Agreement. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection
with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an
agreement with the Company embodying the provisions of this Section 20. 

  
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 In the event that as a condition to receiving access to information relating to the Company or
its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure
website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, at the time of effectiveness of this
Agreement, this Section 20 shall supersede any such other confidentiality undertaking, but only to the extent such undertakings are inconsistent. 
  

	21.	SUBSTITUTION OF PURCHASER. 

 Each Purchaser shall have the right to substitute any one of
its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be
bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other
than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original
Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be
deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 

 

	22.	MISCELLANEOUS. 

 22.1. Successors and Assigns. 

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of
their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not. 

  
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 22.2. Payments Due on Non-Business Days. 

Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in
Section 8.6 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Prepayment Compensation Amount, Breakage Cost Indemnity or interest on any Note that is due on
a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of
any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next
succeeding Business Day. 
 22.3. Accounting Terms. 

(a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to
them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance
with GAAP. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability
using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and
Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. 

(b) If the Company notifies the holders of Notes that, in the Company’s reasonable opinion, or if the Required Holders
notify the Company that, in the Required Holders’ reasonable opinion, as a result of changes in GAAP from time to time (“Subsequent Changes”), any of the covenants contained in Sections 10.6 through 10.10, or any of the defined terms
used therein no longer apply as intended such that such covenants are materially more or less restrictive to the Company than are such covenants immediately prior to giving effect to such Subsequent Changes, the Company and the holders of Notes
shall negotiate in good faith to reset or amend such covenants or defined terms so as to negate such Subsequent Changes, or to establish alternative covenants or defined terms. Until the Company and the Required Holders so expressly agree to reset,
amend or establish alternative covenants or defined terms, the covenants contained in Sections 10.6 through 10.10, together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined assuming that the
Subsequent Changes shall not have occurred (“Static GAAP”). During any period that compliance with any covenants shall be determined pursuant to Static GAAP, the Company shall include relevant reconciliations in reasonable detail between
GAAP and Static GAAP with respect to the applicable covenant compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to Section 7.2(a) during such period. 

  
 -52- 








 22.4. Severability. 

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable
such provision in any other jurisdiction. 
 22.5. Construction, etc. 

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which
such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof. 

22.6. Counterparts. 

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 

22.7. Governing Law. 

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of
New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 

22.8. Jurisdiction and Process; Waiver of Jury Trial. 

(a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the
Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by
way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such
court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 

  
 -53- 








 (b) The Company consents to process being served by or on behalf of any holder of
Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its
address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service
of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be
conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. 

(c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted
by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other
jurisdiction. 
 (d) The parties hereto hereby waive trial by jury in any action brought on or with respect to this
Agreement, the Guaranty Agreement the Notes or any other document executed in connection herewith or therewith. 
 [Remainder of page left
intentionally blank. Next page is signature page.] 

  
 -54- 








 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of
this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. 
  

			
	Very truly yours,
	
	WOODWARD, INC.
		
	By: 	 	 /s/ Robert F. Weber, Jr.

	Name:	 	Robert F. Weber, Jr.
	Title:	 	Vice Chairman, Chief Financial Officer
		 	and Treasurer



  
 [Signature Page to Note
Purchase Agreement] 









			
	This Agreement is hereby accepted and agreed to as of the date thereof.
	
	
	NEW YORK LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Loyd T. Henderson

	Name:	 	Loyd T. Henderson
	Title:	 	Corporate Vice President

  

					
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
		
	By:	 	New York Life Investment Management LLC,
		 	Its Investment Manager
			
		 	By:	 	 /s/ Loyd T. Henderson

		 	Name:	 	Loyd T. Henderson
		 	Title:	 	Managing Director


  
 [Signature Page to Note
Purchase Agreement] 









			
	TEACHERS INSURANCE AND ANNUITY
	ASSOCIATION OF AMERICA
		
	By: 	 	 /s/ Joseph Cantey

	Name:	 	Joseph Cantey
	Title:	 	Director


  
 [Signature Page to Note
Purchase Agreement] 









			
	ING LIFE INSURANCE AND ANNUITY COMPANY
	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	RELIASTAR LIFE INSURANCE COMPANY
	SECURITY LIFE OF DENVER INSURANCE COMPANY
		
	By:	 	ING Investment Management LLC, as Agent
		
	By:	 	 /s/ Joshua A. Winchester

	Name:	 	Joshua A. Winchester
	Title:	 	Vice President


  
 [Signature Page to Note
Purchase Agreement] 









			
	LONDON LIFE INSURANCE COMPANY
		
	By:	 	/s/ W. J. Sharman
	Name:	 	W. J. Sharman
	Title:	 	Authorized Signatory
		
	By:	 	/s/ D. B. E. Ayers
	Name:	 	D. B. E. Ayers
	Title:	 	Authorized Signatory
	
	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
		
	By:	 	/s/ Eve Hampton
	Name:	 	Eve Hampton
	Title:	 	Vice President, Investments
		
	By:	 	/s/ Paul Runnalls
	Name:	 	Paul Runnalls
	Title:	 	Manager, Investments


  
 [Signature Page to Note
Purchase Agreement] 









			
	STATE FARM LIFE INSURANCE COMPANY
		
	By:	 	/s/ Julie Hoyer
	Name:	 	Julie Hoyer
	Title:	 	Senior Investment Officer
		
	By:	 	/s/ Christiane M. Stoffer
	Name:	 	Christiane M. Stoffer
	Title:	 	Assistant Secretary
	
	STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY
		
	By:	 	/s/ Julie Hoyer
	Name:	 	Julie Hoyer
	Title:	 	Senior Investment Officer
		
	By:	 	/s/ Christiane M. Stoffer
	Name:	 	Christiane M. Stoffer
	Title:	 	Assistant Secretary


  
 [Signature Page to Note
Purchase Agreement] 









					
	PRINCIPAL LIFE INSURANCE COMPANY
		
	By:	 	Principal Global Investors, LLC,
		 	a Delaware limited liability company,
		 	its authorized signatory
			
		 	By:	 	/s/ Adrienne L. McFarland
		 	Name:	 	Adrienne L. McFarland
		 	Title:	 	Counsel
			
		 	By:	 	/s/ James C. Fifield
		 	Name:	 	James C. Fifield
		 	Title:	 	Assistant General Counsel
	
	PRINCIPAL LIFE INSURANCE COMPANY
	ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS
		
	By:	 	Principal Global Investors, LLC,
		 	a Delaware limited liability company,
		 	its authorized signatory
			
		 	By:	 	/s/ Adrienne L. McFarland
		 	Name:	 	Adrienne L. McFarland
		 	Title:	 	Counsel
			
		 	By:	 	/s/ James C. Fifield
		 	Name:	 	James C. Fifield
		 	Title:	 	Assistant General Counsel


  
 [Signature Page to Note
Purchase Agreement] 









					
	HARTFORD LIFE INSURANCE COMPANY
	HARTFORD ACCIDENT AND INDEMNITY COMPANY
	HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
		
	By:	 	Hartford Investment Management Company
		 	Their Agent and Attorney-in-Fact
			
		 	By:	 	/s/ John R. Knox
		 	Name:	 	John R. Knox
		 	Title:	 	Vice President
	
	THE WALT DISNEY COMPANY RETIREMENT PLAN MASTER TRUST
		
	By:	 	Hartford Investment Management Company
		 	Its Investment Manager
			
		 	By:	 	/s/ John R. Knox
		 	Name:	 	John R. Knox
		 	Title:	 	Vice President


  
 [Signature Page to Note
Purchase Agreement] 









			
	AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
		
	By:	 	/s/ Jeffrey A. Fossell
	Name:	 	Jeffrey A. Fossell
	Title:	 	Authorized Signatory


  
 [Signature Page to Note
Purchase Agreement] 









							
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By:	 	/s/ Mitchell W. Reed
	Name:	 	Mitchell W. Reed
	Title:	 	Vice President
	
	THE PENN MUTUAL LIFE INSURANCE COMPANY
		
	By:	 	Prudential Private Placement Investors,
		 	L.P. (as Investment Advisor)
			
		 	By:	 	Prudential Private Placement Investors, Inc.
		 		 	(as its General Partner)
			
		 	By:	 	/s/ Mitchell W. Reed
		 	Name:	 	Mitchell W. Reed
		 	Title:	 	Vice President
	
	BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA
		
	By:	 	Prudential Private Placement Investors,
		 	L.P. (as Investment Advisor)
			
		 	By:	 	Prudential Private Placement Investors, Inc.
		 		 	(as its General Partner)
			
		 	By:	 	/s/ Mitchell W. Reed
		 	Name:	 	Mitchell W. Reed
		 	Title:	 	Vice President
	
	PHYSICIANS MUTUAL INSURANCE COMPANY
		
	By:	 	Prudential Private Placement Investors,
		 	L.P. (as Investment Advisor)
			
		 	By:	 	Prudential Private Placement Investors, Inc.
		 		 	(as its General Partner)
			
		 	By:	 	/s/ Mitchell W. Reed
		 	Name:	 	Mitchell W. Reed
		 	Title:	 	Vice President


  
 [Signature Page to Note
Purchase Agreement] 









			
	UNITED OF OMAHA LIFE INSURANCE COMPANY
		
	By:	 	/s/ Justin P. Kavan
	Name:	 	Justin P. Kavan
	Title:	 	Vice President
	
	COMPANION LIFE INSURANCE COMPANY
		
	By:	 	/s/ Justin P. Kavan
	Name:	 	Justin P. Kavan
	Title:	 	An Authorized Signer


  
 [Signature Page to Note
Purchase Agreement] 









					
	CONNECTICUT GENERAL LIFE INSURANCE COMPANY
		
	By:	 	CIGNA Investments, Inc. (authorized agent)
			
		 	By:	 	/s/ Leonard Mazlish
		 	Name:	 	Leonard Mazlish
		 	Title:	 	Managing Director


  
 [Signature Page to Note
Purchase Agreement] 









			
	WESTERN-SOUTHERN LIFE ASSURANCE COMPANY
		
	By:	 	/s/ James J. Vance
	Name:	 	James J. Vance
	Title:	 	Vice President
		
	By:	 	/s/ Jeffrey L. Stainton
	Name:	 	Jeffrey L. Stainton
	Title:	 	Vice President
	
	COLUMBUS LIFE INSURANCE COMPANY
		
	By:	 	/s/ James J. Vance
	Name:	 	James J. Vance
	Title:	 	Vice President
		
	By:	 	/s/ Jonathan D. Neimeyer
	Name:	 	Jonathan D. Neimeyer
	Title:	 	Senior Vice President
	
	INTEGRITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT GPO
		
	By:	 	/s/ James J. Vance
	Name:	 	James J. Vance
	Title:	 	Vice President
		
	By:	 	/s/ Kevin L. Howard
	Name:	 	Kevin L. Howard
	Title:	 	Senior Vice President
	
	THE LAFAYETTE LIFE INSURANCE COMPANY
		
	By:	 	/s/ James J. Vance
	Name:	 	James J. Vance
	Title:	 	Vice President
		
	By:	 	/s/ Kevin L. Howard
	Name:	 	Kevin L. Howard
	Title:	 	Vice President


  
 [Signature Page to Note
Purchase Agreement] 









					
	AMERITAS LIFE INSURANCE CORP.
	AMERITAS LIFE INSURANCE CORP. OF NEW YORK
	ACACIA LIFE INSURANCE COMPANY
	THE UNION CENTRAL LIFE INSURANCE COMPANY
		
	By:	 	Ameritas Investment Partners, as Agent
			
		 	By:	 	/s/ James Mikus
		 	Name:	 	James Mikus
		 	Title:	 	President and CEO


  
 [Signature Page to Note
Purchase Agreement] 









			
	PHOENIX LIFE INSURANCE COMPANY
		
	By:	 	/s/ Nelson Correa
	Name:	 	Nelson Correa
	Title:	 	Senior Managing Director, Private Placements
	
	PHL VARIABLE INSURANCE COMPANY
		
	By:	 	/s/ Nelson Correa
	Name:	 	Nelson Correa
	Title:	 	Its Duly Authorized Officer


  
 [Signature Page to Note
Purchase Agreement] 








 SCHEDULE A 

INFORMATION AS TO PURCHASERS 

[Intentionally Removed] 

  
 Schedule A-1 








 Schedule B 

DEFINED TERMS 

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: 

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this
Agreement, by which the Company or any of its Subsidiaries (other than transactions involving solely the Company and its Subsidiaries) (a) acquires all or substantially all of the assets of any firm, corporation, limited liability company or
division thereof, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the
Capital Stock of an entity which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding
Equity Interests of another Person. 
 “Affiliate” means, at any time, and with respect to any Person, any
other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and, with respect to the Company, shall include (a) any Person
beneficially owning or holding, directly or indirectly, (i) 10% or more of any class of voting interests of the Company or any Subsidiary or (ii) non-voting equity interests of the Company or any Subsidiary if such Person’s non-voting
equity interests in the Company or such Subsidiary comprise at least 10% of Consolidated Net Worth, and (b) any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
(i) 10% or more of any class of voting interests, or (ii) non-voting equity interests if the Company or such Subsidiary’s non-voting equity interests in such corporation comprise at least 10% of the stockholders’ equity of such
corporation and its subsidiaries determined on a consolidated basis in accordance with GAAP. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company. 

“Alternative LIBO Rate” is defined in Section 8.9(d)(i). 

“Alternative LIBO Rate Note” means an extension of credit hereunder evidenced by a Series J Note which bears interest at the
Alternative LIBO Rate. 
 “Anti-Corruption Laws” is defined in Section 5.16(d). 

“Anti-Money Laundering Laws” is defined in Section 5.16(c). 

“Applicable Rate” means, with respect to (a) any Series G Note, (i) 4.17% per annum during any fiscal quarter
following a fiscal quarter on the last day of which the Leverage Ratio is greater than 3.5 to 1.0 and (ii) 3.42% per annum at all other times, (b) any Series H Note, (i) 4.78% per annum during any fiscal quarter following a
fiscal quarter on the last day of which the Leverage Ratio is greater than 3.5 to 1.0 and (ii) 4.03% per annum at all other times, (c) any Series I Note, (i) 4.93% per annum during any fiscal quarter following a fiscal
quarter on the last day of which the Leverage Ratio is greater than 3.5 to 1.0 and (ii) 4.18% per annum at all other times, (d) any Series J Notes, (i) the sum of (A) 0.75% per annum and (B) the relevant LIBO Rate
for the applicable Interest Period as determined in accordance with Section 8.9 during any fiscal quarter following a fiscal quarter on the last day of which the Leverage Ratio is greater than 3.5 to 1.0 and (ii) the relevant LIBO Rate for
the applicable Interest Period determined in accordance with Section 8.9 at all other times, (e) any Series K Note, (i) 4.78% per annum during any fiscal quarter following a fiscal quarter on the last day of which the Leverage
Ratio is greater than 3.5 to 1.0 and (ii) 4.03% per annum at all other times and (f) any Series L Note, (i) 4.93% per annum during any fiscal quarter following a fiscal quarter on the last day of which the Leverage Ratio is
greater than 3.5 to 1.0 and (ii) 4.18% per annum at all other times. 

  
 Schedule B-1 








 “Asset Disposition” means any Transfer except: 

(a) any Transfer that is: 

(i) from a Subsidiary to the Company or another Subsidiary, and 

(ii) from the Company to a Subsidiary, 

in each case so long as immediately before and immediately after the consummation of any such Transfer and after giving effect thereto, no
Default or Event of Default exists; 
 (b) any Transfer made in the ordinary course of business and involving only property
that is either (i) inventory held for sale or (ii) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company or any of its Subsidiaries or that is obsolete, damaged, or worn-out; and 

(c) any Transfer made pursuant to a Permitted Receivables Securitization permitted pursuant to Section 10.11. 

“Blocked Person” is defined in Section 5.16(a). 

“Breakage Cost Indemnity” means in connection with each LIBOR-Based Note the amount, if any, due pursuant to the terms of
Section 8.10(b). 
 “Business Day” means (a) for the purposes of Section 8.8 only, any day other than a Saturday,
a Sunday or a day on which commercial banks in New York, New York are required or authorized to be closed, (b) for the purposes of any determination of the Interest Period with respect to any LIBOR-Based Note, any day other than a Saturday, a
Sunday or a day on which banks are not open for dealings in dollar deposits in the London interbank market and (c) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial
banks in New York, New York or Chicago, Illinois are required or authorized to be closed. 
 “Capital Lease” means, at any
time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP. 

  
 Schedule B-2 








 “Capital Lease Obligations” of a Person means the amount of the
obligations of such Person under Capital Leases which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP. 

“Capital Stock” means (a) in the case of a corporation, corporate stock, (b) in the case of an association
or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) evidencing ownership thereof, (c) in the case of a limited liability company, membership interests, (d) in the case of a
partnership, partnership interests (whether general or limited) and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;
provided, however, that “Capital Stock” shall not include any debt securities convertible into equity securities prior to such conversion. 

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the government
of the United States of America and backed by the full faith and credit of the United States government; (b) domestic and Eurocurrency certificates of deposit and time deposits, bankers’ acceptances and floating rate certificates of
deposit issued by any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies, the long-term indebtedness of which institution at the time of
acquisition is rated BBB (or better) by S&P or Fitch or Baa (or better) by Moody’s), and which certificates of deposit and time deposits are fully protected against currency fluctuations for any such deposits with a term of more than ninety
(90) days; (c) shares of money market, mutual or similar funds having assets in excess of $100,000,000 and the investments of which are limited to investment grade securities (i.e., securities rated BBB (or better) by S&P or Fitch or
Baa (or better) by Moody’s; and (d) commercial paper of United States of America and foreign banks and bank holding companies and their subsidiaries and United States and foreign finance, commercial industrial or utility companies which,
at the time of acquisition, are rated A-2 (or better) by S&P, P-2 (or better) by Moody’s, or F-2 (or better) by Fitch; provided that the maturities of such Cash Equivalents (other than as described in clause
(c) above) shall not exceed three hundred sixty-five (365) days from the date of acquisition thereof. 

“Change in Law” means the occurrence after the Second Closing Date or, with respect to any subsequent holder of Series
J Notes, such later date on which such holder becomes a party to this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in
the administration, interpretation or application thereof by any Governmental Authority or (c) compliance by any holder of Series J Notes with any request, guideline, requirement or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Second Closing Date; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the
date enacted, adopted, issued or implemented. 

  
 Schedule B-3 








 “Change of Control” shall be deemed to have occurred if any person (as such term
is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in effect on the date hereof) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act), become the “beneficial
owners” (as such term is used in Rule 13d-3 under the Exchange Act as in effect on the date hereof), directly or indirectly, of more than 50% of the total voting power of all classes then outstanding of the Company’s voting stock. 

“CISADA” is defined in Section 5.16(a). 

“Closing” or “Closings” is defined in Section 3.2. 

“Closing Date” means the First Closing Date and/or the Second Closing Date, as the context requires. 

“Closing Guarantors” is defined in Section 2. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time. 
 “Confidential Information” is defined in Section 20. 

“Consolidated Net Earnings” means, with reference to any period, the net earnings (or loss) of the Company and its
Subsidiaries for such period (taken as a cumulative whole), as determined in accordance with GAAP, after eliminating all offsetting debits and credits between the Company and its Subsidiaries and all other items required to be eliminated in the
course of the preparation of consolidated financial statements of the Company and its Subsidiaries in accordance with GAAP, provided that there shall be excluded therefrom (to the extent included in determining such net earnings) (a) any
extraordinary gains and losses and (b) any equity interest of the Company or any Subsidiary in the unremitted earnings of a Person that is not a Subsidiary. 

“Consolidated Net Worth” shall mean the stockholders’ equity of the Company and its Subsidiaries determined on a
consolidated basis in accordance with GAAP. 
 “Consolidated Total Assets” shall mean the total assets of the Company and
its Subsidiaries determined on a consolidated basis in accordance with GAAP. 
 “Contingent Obligation”, as applied to any
Person, means any Contractual Obligation, contingent or otherwise, providing for the guaranty of, or having the same economic effect as providing a guaranty of, any Indebtedness of another or other obligation or liability of another, including,
without limitation, any such Indebtedness, obligation or liability of another directly or indirectly guarantied, endorsed (otherwise than for collection or deposit in the ordinary course of business), co-made or discounted or sold with recourse by
that Person, or in respect of which that Person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness,
obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of
income, or other financial condition, or to make payment other than for value received. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guarantied or otherwise supported in the case of known or recurring
obligations and, in all other cases, the maximum reasonably anticipated liability in respect of the portion of the obligation so guarantied or otherwise supported; provided that Contingent Obligations shall not include endorsements for
collection in the ordinary course of business. 

  
 Schedule B-4 








 “Contractual Obligation”, as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture, mortgage, deed of trust, security agreement, pledge agreement, guaranty, contract, undertaking, agreement or instrument, in any case in writing, to which that Person is a party
or by which it or any of its properties is bound, or to which it or any of its properties is subject. 

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

“Control Event” means: 

(a) the execution by the Company or any of its Subsidiaries or Affiliates of any agreement or letter of intent with respect to
any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change of Control, 

(b) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change of
Control, or 
 (c) the making of any written offer by any person (as such term is used in Section 13(d) and
Section 14(d)(2) of the Exchange Act as in effect on the date hereof) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the date hereof) to the holders of the common stock of the
Company, which offer, if accepted by the requisite number of holders, would result in a Change of Control. 
 “Controlled
Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates. 

 “Debt Prepayment Application” means, with respect to any Transfer of property, the application by the Company
of cash in an amount equal to the Net Proceeds Amount with respect to such Transfer to pay Senior Indebtedness (other than (a) Indebtedness owing to the Company, any of the Company’s Subsidiaries or any Affiliate of the Company and
(b) Indebtedness in respect of any revolving credit or similar credit facility providing the Company or any of its Subsidiaries with the right to obtain loans or other extensions of credit from time to time, except to the extent that in
connection with such payment of Senior Indebtedness the availability of credit under such credit facility is permanently reduced by an amount not less than the amount of such proceeds applied to the payment of such Senior Indebtedness),
provided that in the course of making such application the Company shall offer to prepay each outstanding Note, in accordance with Section 8.4, in a principal amount which equals the Ratable Portion of such Note in respect
of such Transfer. If any holder of a Note rejects such offer of prepayment, then, for purposes of the preceding sentence only, the Company and the applicable Subsidiary nevertheless will be deemed to have paid Senior Indebtedness in an amount equal
to the Ratable Portion of the holder of such Note in respect of such Transfer. 

  
 Schedule B-5 








 “Debt Prepayment Transfer” is defined in Section 8.4(a). 

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of
notice or both, become an Event of Default. 
 “Default Rate” means, with respect to any Note, that rate of interest that
is the greater of (a) 2.00% per annum above the Applicable Rate with respect to such Note or (b) 2.00% per annum over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or
“prime” rate. 
 “Designated Maturity” means for any Reset Date a period of three months corresponding to the
Interest Period commencing on such Reset Date. 
 “Disclosure Documents” is defined in Section 5.3. 

“Disposition Value” means, at any time, with respect to any property 

(a) in the case of property that does not constitute Subsidiary Equity Interests, the book value thereof, valued at the time of
such disposition in good faith by the Company, and 
 (b) in the case of property that constitutes Subsidiary Equity
Interests, an amount equal to that percentage of book value of the assets of the Subsidiary that issued such equity interests as is equal to the percentage that the book value of such Subsidiary Equity Interests represents of the book value of all
of the outstanding equity interests of such Subsidiary (assuming, in making such calculations, that all Securities convertible into such equity interests are so converted and giving full effect to all transactions that would occur or be required in
connection with such conversion) determined at the time of the disposition thereof, in good faith by the Company. 
 “Disqualified
Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the maturity date of the Series H Notes. 

“Dollars” or “$” means the lawful money of the United States of America. 

  
 Schedule B-6 








 “EBITDA” means, for any period, on a consolidated basis for the Company
and its Subsidiaries, the sum of the amounts for such period, without duplication, of (a) Net Income, plus (b) Interest Expense to the extent deducted in computing Net Income, plus (c) charges against income for foreign,
federal, state and local taxes to the extent deducted in computing Net Income, plus (d) depreciation expense to the extent deducted in computing Net Income, plus (e) amortization expense, including, without limitation,
amortization of goodwill and other intangible assets to the extent deducted in computing Net Income, plus (f) any unusual non-cash charges to the extent deducted in computing Net Income, plus (g) non-cash stock based
compensation paid during such period to the extent deducted in computing Net Income, minus (h) any unusual non-cash gains to the extent added in computing Net Income. EBITDA shall be calculated on a pro forma basis giving
effect to Material Acquisitions and Material Asset Dispositions on a four (4) fiscal quarter basis on the assumption that any such Material Acquisition or Material Asset Disposition shall be deemed to have occurred on the first day of the
fourth full fiscal quarter preceding the date of determination, using historical financial statements containing reasonable adjustments satisfactory to the Required Holders, broken down by fiscal quarter in the Company’s reasonable judgment. As
used herein, “Material Acquisition” means one or more related Acquisitions the net consideration for which is in excess of $20,000,000 individually or in the aggregate and “Material Asset Disposition” means any Asset Disposition
or series of Asset Dispositions the Fair Market Value of which is equal to or greater than $20,000,000 individually or in the aggregate.  

“Electronic Delivery” is defined in Section 7.1(a). 

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but
not limited to those related to Hazardous Materials. 
 “Equity Interests” means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect. 
 “ERISA Affiliate” means any trade or business (whether
or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code. 
 “Event of
Default” is defined in Section 11. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

 “Fair Market Value” means, at any time and with respect to any property, the sale value of such property that would be
realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell). 

“First Closing” is defined in Section 3.1. 

“First Closing Date” is defined in Section 3.1. 

  
 Schedule B-7 








 “First Closing Notes” is defined in Section 1. 

“Fitch” means Fitch Investors Service, L.P., together with its successors and assigns. 

“Fixed Rate Notes” is defined in Section 1. 

“Foreign Borrowing” is defined in Section 9.8(a). 

“Foreign Subsidiary” means any Subsidiary of the Company which is not organized under the laws of the United States of
America, any State thereof or the District of Columbia. 
 “Form 10-K” is defined in Section 7.1(b). 

“Form 10-Q” is defined in Section 7.1(a). 

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America. 

“Governmental Authority” means 

(a) the government of 

(i) the United States of America or any State or other political subdivision thereof, or 

(ii) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Company or any Subsidiary, or 
 (b) any entity exercising executive, legislative,
judicial, regulatory or administrative functions of, or pertaining to, any such government. 
 “Governmental
Official” means any governmental official or employee, employee of any foreign government-owned or controlled entity, political party, any official of a political party, candidate for political office, official of any foreign government,
public international organization or anyone else acting in an official capacity for a foreign government. 

“Guarantor” and “Guarantors” are defined in Section 2. 

“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of
business of negotiable instruments for deposit or collection) of such Person guarantying or in effect guarantying any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without
limitation) obligations incurred through an agreement, contingent or otherwise, by such Person: 
 (a) to purchase
such indebtedness or obligation or any property constituting security therefor; 
 (b) to advance or supply funds
(i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available
funds for the purchase or payment of such indebtedness or obligation; 

  
 Schedule B-8 








 (c) to lease properties or to purchase properties or services primarily for the
purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or 

(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof. 

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of
such Guaranty shall be assumed to be direct obligations of such obligor. 
 “Guaranty Agreement” is defined in
Section 2. 
 “Guaranty Supplement” is defined in Section 9.8. 

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a
hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or
filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint,
radon gas or similar restricted, prohibited or penalized substances. 
 “Hedging Arrangements” means
agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, commodity prices, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange
transactions, including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate
options, puts and warrants or any similar derivative transactions. 
 “Hedging Obligations” of a Person means
any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any
and all Hedging Arrangements and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Arrangements. 

“holder” means, with respect to any Note the Person in whose name such Note is registered in the register maintained
by the Company pursuant to Section 13.1. 

  
 Schedule B-9 








 “Indebtedness” of a Person means, without duplication, such Person’s: 

(a) obligations for borrowed money, including, without limitation, subordinated indebtedness, 

(b) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the
ordinary course of such Person’s business payable on terms customary in the trade and other than earn-outs or other similar forms of contingent purchase prices), 

(c) obligations, whether or not assumed, secured by Liens on or payable out of the proceeds or production from property or
assets now or hereafter owned or acquired by such Person, 
 (d) obligations which are evidenced by notes, acceptances, or
other instruments, 
 (e) Capital Lease Obligations, 

(f) Contingent Obligations with respect to the Indebtedness of other Persons, 

(g) obligations with respect to letters of credit, 

(h) Off-Balance Sheet Liabilities, 

(i) Receivables Facility Attributed Indebtedness, 

(j) Disqualified Stock, and 

(k) net Hedging Obligations, calculated on a marked-to-market basis. 

The amount of Indebtedness of any Person at any date shall be without duplication (i) the outstanding balance at such date of all unconditional
obligations as described above and the maximum liability of any such Contingent Obligations at such date and (ii) in the case of Indebtedness of others secured by a Lien to which the property or assets owned or held by such Person is subject,
the lesser of the Fair Market Value at such date of any asset subject to a Lien securing the Indebtedness of others and the amount of the Indebtedness secured. 

“INHAM Exemption” is defined in Section 6.3(e). 

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or
more of its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any
insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note. 

“Intercreditor Agreement” is defined in Section 9.9. 

  
 Schedule B-10 








 “Interest Expense” means, without duplication, for any period, the total
interest expense of the Company and its consolidated Subsidiaries, whether paid or accrued (including the interest component of Capital Leases, commitment, facility and letter of credit fees, Off-Balance Sheet Liabilities and net payments or
receipts (if any) pursuant to Hedging Arrangements relating to interest rate protection), all as determined in conformity with GAAP. 

“Interest Payment Date” means the date on which interest is payable as set forth in the Series J Notes. 

“Interest Period” means, with respect to any Series J Note, the period of three (3) months commencing on the
Second Closing Date and ending on the numerically corresponding day in the third (3rd) succeeding month thereafter, and each successive period of three (3) months thereafter commencing on the last day of the immediately preceding Interest
Period and ending on the numerically corresponding day in the third (3rd) succeeding month thereafter, provided, however, that  

(a) in no event may any Interest Period end after the maturity date of the Series J Notes; 

(b) any changes in the rate of interest applicable to a Series J Note bearing interest by reference to the Prime Rate resulting
from changes in the Prime Rate shall take place immediately regardless of whether such change shall occur during such Interest Period; 

(c) if any Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall be extended to
the next succeeding Business Day; provided, however, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding
Business Day; and 
 (d) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the third (3rd) succeeding calendar month. 

“Interest Rate Margin” means, at any time, with respect to the calculation of interest on any Series J Note, 1.25% per
annum. 
 “Leverage Ratio” is defined in Section 10.8. 

“LIBOR-Based Note” means an extension of credit hereunder evidenced by a Series J Note which bears interest at the
LIBO Rate. 
 “LIBO Rate” means, for any applicable Interest Period, the sum of (a) the Interest Rate
Margin and (b) the rate per annum equal to the London interbank offered rate administered by the British Bankers Association (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 the Bloomberg Professional Service Page BBAM 1 or, in the event such rate does not appear on a Page BBAM 1, 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 as shall be quoted by JPMorgan Chase Bank, N.A. at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period. 

  
 Schedule B-11 








 “Lien” means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect
to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements). 

“Major Credit Facility” means (a) the Revolving Facility, (b) the 2008 Note Purchase Agreement, (c) the
2009 Note Purchase Agreement and (d) any other credit, loan or borrowing facility or note purchase agreement by the Company or any Subsidiary providing, in each case, for the incurrence of Senior Indebtedness in a principal amount equal to or
greater than $75,000,000, in each case under clauses (a) through (d) as amended, restated, supplemented or otherwise modified and together with increases, refinancings and replacements thereof. 

“Make-Whole Amount” is defined in Section 8.8. 

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties,
or prospects of the Company and its Subsidiaries taken as a whole. 
 “Material Acquisition Amount” means an
amount equal to the greater of (a) $50,000,000 and (b) the applicable dollar threshold amount for certain permitted acquisitions necessary to increase the leverage ratio applicable to the Company as set forth in the definition of
“Leverage Ratio Increase Requirements” in the Revolving Facility or similar threshold in any other Revolving Facility. 

“Material Acquisition Period” means each period of four (4) consecutive fiscal quarters of the Company commencing
with the fiscal quarter in which one or more of the Company and any Subsidiary has consummated (a) one or more Acquisitions of equity interests in entities that become Subsidiaries upon such Acquisition or (b) one or more acquisitions from
an entity of a business or a brand, if the consideration paid for such Acquisitions under clause (a) and/or (b) (including, without limitation, Indebtedness of the new Subsidiary and, without duplication, any Indebtedness of such entity
that is assumed by any one or more of the Company and its Subsidiaries), taken together with the aggregate consideration (including assumed Indebtedness as aforesaid) paid for all other such Acquisitions consummated during the immediately preceding
three (3) fiscal quarters of the Company, is equal to or greater than the Material Acquisition Amount; provided that a new Material Acquisition Period may not be commenced until such time as at least two (2) complete consecutive fiscal
quarters have elapsed since the expiration of the last previous Material Acquisition Period. 
 “Material Adverse
Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its
obligations under this Agreement and the Notes, (c) the ability of MPC Products or Woodward HRT to perform its respective obligations under the Guaranty Agreement, or (d) the validity or enforceability of this Agreement, the Notes or the
Guaranty Agreement. 

  
 Schedule B-12 








 “Material Covenant” means any covenant or similar term contained in any
evidence of any Indebtedness in respect of or that contains provisions that are the same as or similar to (or address the same topic as) the covenants set forth in Sections 10.2, 10.3, 10.6, 10.7, 10.8, 10.9 or 10.10 or any other financial covenant
contained in such Indebtedness. 
 “Memorandum” is defined in Section 5.3. 

“Moody’s” means Moody’s Investors Service, Inc., together with its successors and assigns. 

“MPC Products” means MPC Products Corporation, an Illinois corporation. 

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section
4001(a)(3) of ERISA). 
 “NAIC” means the National Association of Insurance Commissioners or any successor thereto.

 “Net Income” means, for any period, the net income (or loss) after taxes of the Company and its Subsidiaries on a
consolidated basis for such period taken as a single accounting period determined in conformity with GAAP. 
 “Net
Indebtedness” means, as of any date of determination, the excess, if any, of (a) Indebtedness of the Company and its consolidated Subsidiaries as of such date over (b) the Unrestricted Domestic Cash Amount as of such date.

 “Net Proceeds Amount” means, with respect to any Transfer of any property by any Person, an amount equal to
the difference of 
 (a) the aggregate amount of the consideration (valued at the Fair Market Value of such
consideration at the time of the consummation of such Transfer) received by such Person in respect of such Transfer, minus 

(b) all taxes actually paid on account of such Transfer and all ordinary and reasonable out-of-pocket costs and expenses
actually incurred by such Person in connection with such Transfer. 
 “NYC Reference Banks” means any four major
banks in New York City, selected by the Company and reasonably acceptable to the Required Series J Holders. 

“Notes” is defined in Section 1. 

“OFAC” is defined in Section 5.16(a). 

“OFAC Listed Person” is defined in Section 5.16(a). 

  
 Schedule B-13 








 “OFAC Sanctions Program” means any economic or trade sanction program
that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx. 

“Off-Balance Sheet Liabilities” of a Person means (a) any Receivables Facility Attributed Indebtedness and
repurchase obligations or liabilities of such Person or any of its Subsidiaries with respect to Receivables or notes receivable sold by such Person or any of its Subsidiaries, (b) any liabilities of such Person or any of its Subsidiaries under
any sale and leaseback transactions which do not create liabilities on the consolidated balance sheet of such Person, (c) any liabilities of such Person or any of its Subsidiaries under any financing lease or Synthetic Lease transaction, or
(d) any obligations of such Person or any of its Subsidiaries arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which, in the case of the foregoing clauses (a) through
(d), does not constitute a liability on the consolidated balance sheets of such Person and its Subsidiaries. 

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company
whose responsibilities extend to the subject matter of such certificate. 
 “PBGC” means the Pension Benefit
Guaranty Corporation referred to and defined in ERISA or any successor thereto. 
 “Permitted Liens” means the following:

 (a) Liens for taxes, assessments or other governmental charges which are not yet due and payable or the payment of which
is not at the time required by Section 9.4; 
 (b) any attachment or judgment Lien, unless the judgment it secures shall
not, within thirty (30) days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within thirty (30) days after the expiration of any such stay; 

(c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens, in each
case, incurred in the ordinary course of business for sums not yet due and payable; 
 (d) Liens (other than any Lien imposed
by ERISA) incidental to the normal conduct of the business of the Company or any Subsidiary or the ownership of its property which are not incurred or made in connection with the incurrence of Indebtedness and which do not, individually or in the
aggregate, materially impair the use of such property in the operation of the business of the Company and its Subsidiaries, taken as a whole, or the value of such property for the purposes of such business; 

(e) leases or subleases granted to others, easements, encroachments, rights-of-way, licenses, reservations, covenants, utility
easements, building restrictions, restrictions and other similar charges or encumbrances, in each case incidental to, and not interfering with, the ordinary conduct of the business of the Company or any of its Subsidiaries, and which do not in the
aggregate materially impair the use of such property in the operation of the business of the Company and its Subsidiaries, taken as a whole, or the value of such property for the purposes of such business; 

  
 Schedule B-14 








 (f) minor survey exceptions and similar Liens, provided that such Liens do not,
in the aggregate, materially detract from the value of such property in the operation of the business of the Company and its Subsidiaries; 

(g) Liens on property or assets of the Company or any Subsidiary securing Indebtedness owing to the Company or another
Subsidiary; 
 (h) Liens existing on the date hereof and reflected in Schedule 10.6; 

(i) any Liens existing on the property of a Person at the time such Person is merged into or consolidated with the Company or a
Subsidiary or its becoming a Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety to the Company or a Subsidiary, or any Lien existing on any property acquired by the Company or any Subsidiary
at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (w) such Liens were not incurred, extended or renewed in contemplation of such merger, consolidation or
acquisition of property, (x) each such Lien shall attach solely to the assets so acquired or purchased, (y) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted by the terms of this Agreement, and
(z) the aggregate principal amount of Indebtedness secured by such Liens shall not exceed 100% of the Fair Market Value of the related property; 

(j) Liens incurred after the date of this Agreement on any property acquired, improved or constructed by the Company or a
Subsidiary and created contemporaneously with or within one hundred eighty (180) days of such acquisition, improvement or construction which secure all or any part of the purchase price or cost of construction or improvement of such property,
provided that (i) any such Lien shall extend solely to the item or items of such property (or improvement thereon) so acquired or constructed and, if required by the terms of the instrument originally creating such Lien, other property (or
improvement thereon) which is an improvement to or is acquired for specific use in connection with such acquired or constructed property (or improvement thereon) or which is real property being improved by such acquired or constructed property (or
improvement thereon), (ii) the aggregate principal amount of Indebtedness secured by such Lien and all other Indebtedness secured by any other Lien on such property or such improvement does not exceed in the aggregate 100% of the lesser of
(y) the cost of such property or improvement or (z) the Fair Market Value thereof at the time of incurrence, and (iii) all such Indebtedness is otherwise permitted by the terms of this Agreement; 

(k) Liens incurred pursuant to a Permitted Receivables Securitization program, provided that such Permitted Receivables
Securitization program is permitted pursuant to Section 10.11; 
 (l) Liens (i) in favor of the holders of the
Notes (or in favor of a collateral agent reasonably satisfactory to the Required Holders) created to secure the Indebtedness evidenced by this Agreement and the Notes pursuant to Section 9.8(c) and (ii) granted to secure the Indebtedness
evidenced by any Major Credit Facility, in each case under clauses (i) and (ii) in compliance with Section 9.9; and 

  
 Schedule B-15 








 (m) any Lien renewing, extending or refunding any Lien permitted by clauses (h),
(i) or (j) of this definition, provided that (i) the principal amount of Indebtedness secured by such Lien immediately prior to such extension, renewal or refunding is not increased or the maturity thereof reduced, (ii) such Lien
is not extended to any other property, and (iii) immediately after such extension, renewal or refunding no Default or Event of Default would exist. 

“Permitted Receivables Securitization” means a financing program providing for the sale or transfer of accounts
receivable (and related assets) by the Company and its Subsidiaries, in transactions purporting to be sales (and treated as sales for GAAP purposes), to one or more limited purpose financing companies, special purpose entities and/or other financial
institutions, in each case, on a limited recourse basis as to the Company and its Subsidiaries (not inconsistent with treatment as a sale for GAAP purposes). 

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated
organization, business entity or Governmental Authority. 
 “Plan” means an “employee benefit plan”
(as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be
made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability. 

“Prepayment Compensation Amount” means, in the case of any prepayment or acceleration of the Fixed Rate Notes, the
Make-Whole Amount and, in the case of any prepayment or acceleration of the Series J Notes, a percentage of the principal amount thereof subject to such prepayment or acceleration equal to (a) in the case of a prepayment or acceleration on or
prior to the first anniversary of the Second Closing Date, 2%, (b) in the case of a prepayment or acceleration after the first anniversary of the Second Closing Date and on or prior to the second anniversary of the Second Closing Date, 1%, and
(c) in the case of a prepayment or acceleration after the second anniversary of the Second Closing Date, 0%. 

“Prime Rate” means, at any time, a rate per annum equal to the sum of the Interest Rate Margin at such time plus the
rate of interest publicly announced at such time by JPMorgan Chase Bank, N.A. (or its successor) in New York City as its “base” or “prime” rate. 

“Prime Rate Note” means an extension of credit hereunder evidenced by a Series J Note which bears interest at the
Prime Rate. 
 “Priority Debt” means (a) all unsecured Indebtedness of any Subsidiary other than
Indebtedness permitted by clauses (a) through (f), inclusive, of Section 10.10, and (b) Indebtedness of the Company or any Subsidiary secured by Liens other than Permitted Liens. 

  
 Schedule B-16 








 “property” or “properties” means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate or inchoate. 
 “Property Reinvestment
Application” means, with respect to any Transfer of property, the application of an amount equal to the Net Proceeds Amount with respect to such Transfer to the acquisition by the Company or any Subsidiary of property of a similar nature
(excluding, for the avoidance of doubt, cash and Cash Equivalents), and of at least equivalent Fair Market Value to the property so Transferred, to be used in the ordinary course of business of such Person. 

“Proposed Prepayment Date” is defined in Section 8.3(b). 

“PTE” is defined in Section 6.3(a). 

“Purchaser” is defined in the first paragraph of this Agreement. 

“QPAM Exemption” is defined in Section 6.3(d). 

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning
of such term as set forth in Rule 144A(a)(1) under the Securities Act. 
 “Ratable Portion” means, in respect
of any holder of any Note and any Transfer contemplated by the definition of Debt Prepayment Application, an amount equal to the product of: 

(a) the Net Proceeds Amount being offered to be applied to the payment of Senior Indebtedness, multiplied by 

(b) a fraction, the numerator of which is the outstanding principal amount of such Note, and the denominator of which is the
aggregate outstanding principal amount of all Senior Indebtedness at the time of such Transfer determined on a consolidated basis in accordance with GAAP. 

“Receivable(s)” means and includes all of the Company’s and each Subsidiary’s presently existing and
hereafter arising or acquired accounts, accounts receivable, and all present and future rights of the Company or such Subsidiary to payment for goods sold or leased or for services rendered in the ordinary course of the Company’s or such
Subsidiary’s business (except those evidenced by instruments or chattel paper), whether or not they have been earned by performance, and all rights in any merchandise or goods which any of the same may represent, and all rights, title, security
and guaranties with respect to each of the foregoing, including, without limitation, any right of stoppage in transit.  

“Receivables Facility Attributed Indebtedness” means the amount of obligations outstanding under a receivables
purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase. 

“Reference Banks” means any four major banks in the London interbank market, in each case, selected by the Company and
reasonably acceptable to the Required Series J Holders.  

  
 Schedule B-17 








 “Related Fund” means, with respect to any holder of any Note, any fund or
entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor. 

“Representative Amount” means an amount that is comparable to the unpaid principal amount of the Series J Notes at the
relevant time.  
 “Required Holders” means, at any time, the holders of greater than 50% in principal amount
of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates); provided that, for purposes of Section 17.1 hereof, Required Holders shall also be deemed to include each Purchaser of Second Closing
Notes as if such Second Closing Notes are outstanding for the period commencing on the First Closing Date and ending on the Second Closing Date. 

“Required Series J Holders” means, at any time, the holders of at least a majority in principal amount of the Series J
Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates). 
 “Reset
Date” means the date on which each Interest Period commences. 
 “Responsible Officer” means any Senior
Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement. 

“Revolving Facility” means that certain Credit Agreement, dated as of July 10, 2013, by and among the Company, as
a borrower, the foreign subsidiary borrowers from time to time parties thereto, the institutions from time to time parties thereto as lenders, and Wells Fargo Bank, National Association, as administrative agent for itself and the other lenders, as
such agreement may be further amended, restated, supplemented, modified, refinanced, extended or replaced. 

“S&P” means Standard and Poor’s Ratings Group, a division of The McGraw-Hill Companies, together with its
successors and assigns. 
 “SEC” means the Securities and Exchange Commission of the United States, or any successor
thereto. 
 “Second Amended and Restated Intercreditor Agreement” means that certain Second Amended and Restated
Intercreditor Agreement, dated as of July 10, 2013, by and among Wells Fargo Bank, National Association, as administrative agent for the lenders under the Revolving Facility, the holders of the notes issued pursuant to the 2008 Note Purchase
Agreement, the holders of the notes issued pursuant to the 2009 Note Purchase Agreement, and each new creditor from time to time party thereto, as such agreement may be further amended, restated, supplemented, modified, refinanced, extended or
replaced. 
 “Second Closing” is defined in Section 3.2. 

“Second Closing Date” is defined in Section 3.2. 

  
 Schedule B-18 








 “Second Closing Notes” is defined in Section 1. 

“Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities Act. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect. 
 “Securitization Assets” means all accounts receivable, general intangibles,
instruments, documents, chattel paper and investment property (whether now existing or arising in the future) of the Company or any of its Subsidiaries which are sold or transferred pursuant to a Permitted Receivables Securitization, and any assets
related thereto, including without limitation (a) all such assets constituting collateral given by any of the foregoing, (b) all such assets constituting contracts and all guaranties (but not by the Company or any of its Subsidiaries) or
other obligations directly related to any of the foregoing, (c) other related assets set forth in the Securitization Documents, and (d) proceeds of all of the foregoing. 

“Securitization Documents” means all documentation relating to any Permitted Receivables Securitization. 

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the
Company. 
 “Senior Indebtedness” means all Indebtedness evidenced by the Notes and all other Indebtedness of the
Company or its Subsidiaries for money borrowed ranking pari passu or senior in right of payment with the Indebtedness evidenced by the Notes and the Guaranty Agreement. 

“Series” means any Series of Notes issued under this Agreement. 

“Series G Notes” is defined in Section 1. 

“Series H Notes” is defined in Section 1. 

“Series I Notes” is defined in Section 1. 

“Series J Notes” is defined in Section 1. 

“Series K Notes” is defined in Section 1. 

“Series L Notes” is defined in Section 1. 

“Significant Subsidiary” means at any time any Subsidiary that would at such time constitute a “significant
subsidiary” (as such term is defined in Regulation S-X of the Securities and Exchange Commission as in effect on the date hereof) of the Company. 

“Source” is defined in Section 6.3. 

“Static GAAP” is defined in Section 22.3(b). 

  
 Schedule B-19 








 “Subsequent Changes” is defined in Section 22.3(b). 

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries
or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar
functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its
Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to
a “Subsidiary” is a reference to a Subsidiary of the Company. 
 “Subsidiary Equity Interests” means, with
respect to any Person, the Capital Stock (or any options or warrants to purchase capital stock or similar equity interests or other Securities exchangeable for or convertible into Capital Stock) of any Subsidiary of such Person. 

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office. 

“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any
property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which
such Person is the lessor. 
 “Transfer” means, with respect to any Person, any transaction in which such Person sells,
conveys, transfers or leases (as lessor) any of its property, including, without limitation, Subsidiary Equity Interests. For purposes of determining the application of the Net Proceeds Amount in respect of any Transfer, the Company may designate
any Transfer as one or more separate Transfers each yielding a separate Net Proceeds Amount; in any such case, the Disposition Value of any property subject to each such separate Transfer shall be determined by ratably allocating the aggregate
Disposition Value of all property subject to such separate Transfers to each such separate Transfer on a proportionate basis. 

“Transfer Prepayment Date” is defined in Section 8.4(a). 

“Transfer Prepayment Offer” is defined in Section 8.4(a). 

“2008 Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of October 1, 2008, by and
among the Company and the purchasers listed in Schedule A attached thereto, as such agreement may be further amended, restated, supplemented, modified, refinanced, extended or replaced. 

“2009 Note Purchase Agreement” means that certain Note Purchase Agreement, dated as of April 3, 2009, by and
among the Company and the purchasers listed in Schedule A attached thereto, as such agreement may be further amended, restated, supplemented, modified, refinanced, extended or replaced. 

  
 Schedule B-20 








 “Undisclosed Affiliate” means, at any time and with respect to the
Company, any Person (a) that beneficially owns or holds, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or (b) that is an Affiliate of any such Person; provided that, at such time, (i) in
the case of clause (a), such Person shall not have given written notice to the Company of its 10% or greater holding in the Company and, in the case of clause (b), such Affiliate of such Person shall not have given the Company written notice of its
affiliation to the Company and (ii) the Company shall not otherwise have knowledge of such holding or affiliation to the Company. 

“Unrestricted Domestic Cash Amount” means, as of any date of determination, that portion of the Company’s and its
consolidated Subsidiaries’ aggregate cash and Cash Equivalents in excess of $10,000,000 that is on deposit with one or more lenders under any Major Credit Facility in the United States of America and that is not encumbered by or subject to any
Lien (including, without limitation, any Lien permitted hereunder), setoff (other than ordinary course setoff rights of a depository bank arising under a bank depository agreement for customary fees, charges and other account-related expenses due to
such depository bank thereunder), counterclaim, recoupment, defense or other right in favor of any Person; provided, however, that notwithstanding the actual amount of the Unrestricted Domestic Cash Amount, no more than
$20,000,000 of the Unrestricted Domestic Cash Amount may be deducted in the calculation of Net Indebtedness. 
 “U.S.
Economic Sanctions” is defined in Section 5.16(a). 
 “USA PATRIOT Act” means United States Public Law 107-56,
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in
effect. 
 “Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent of all of the equity interests
(except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time. 

“Woodward HRT” means Woodward HRT, Inc., a Delaware corporation. 

  
 Schedule B-21 








 Schedules 5.3, 5.4, 5.5, 5.15 and 10.6 

(to Note Purchase Agreement) 

[Intentionally Removed] 







 Exhibit 1A 

[FORM OF SERIES G SENIOR NOTE] 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO THE SECURITIES OR
“BLUE SKY” LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN ACCORDANCE WITH AND
SUBJECT TO ALL THE TERMS AND CONDITIONS OF THE NOTE PURCHASE AGREEMENT (AS DEFINED BELOW) AND PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER THE SECURITIES ACT, (B) RULE 144 UNDER THE SECURITIES
ACT OR (C) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. 
 WOODWARD, INC.

 SERIES G SENIOR NOTE DUE NOVEMBER 15, 2020 

 

			
	 No. RG-[            ]
	 	[Date]
	 $[            ]
	 	PPN: 980745 D*1

 For Value Received, the undersigned, WOODWARD, INC. (herein called the “Company”), a
Delaware corporation, hereby promises to pay to [            ], or registered assigns, the principal sum of [            ]
DOLLARS ($[            ]) (or so much thereof as shall not have been prepaid) on November 15, 2020, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the Applicable Rate (as defined in the Note Purchase Agreement referred to below) with respect to this Note from the date hereof, payable semiannually, on the 1st day of April and October in each year,
commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an
Event of Default, on such unpaid balance and on any overdue payment of any Prepayment Compensation Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand). 
 Payments of principal of, interest on and any Prepayment Compensation Amount with respect to this Note are to be made
in lawful money of the United States of America at the principal office of the Company in Fort Collins, Colorado or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below. 
 This Note is one of a series of Series G Senior Notes (herein called the
“Notes”) issued pursuant to the Note Purchase Agreement, dated as of October 1, 2013 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof, and guarantied pursuant to that certain Guaranty Agreement, dated as of October 1, 2013, by Woodward FST, Inc., MPC Products, Woodward HRT and the other Guarantors party thereto, as from time to
time amended. Each holder of this Note will be deemed, by its acceptance hereof, to have (a) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (b) made the representation set forth in
Section 6.3 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 Exhibit 1A-1 








 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of
this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject to prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
 If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Prepayment Compensation Amount) and with the effect provided in the Note Purchase
Agreement. 
 This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall
be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 

 

			
	 WOODWARD, INC.

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	



  
 Exhibit 1A-2 








 Exhibit 1B 

[FORM OF SERIES H SENIOR NOTE] 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO THE SECURITIES OR
“BLUE SKY” LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN ACCORDANCE WITH AND
SUBJECT TO ALL THE TERMS AND CONDITIONS OF THE NOTE PURCHASE AGREEMENT (AS DEFINED BELOW) AND PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER THE SECURITIES ACT, (B) RULE 144 UNDER THE SECURITIES
ACT OR (C) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. 
 WOODWARD, INC.

 SERIES H SENIOR NOTE DUE NOVEMBER 15, 2023 

 

			
	 No. RH-[            ]
	 	[Date]
	 $[            ]
	 	PPN: 980745 D@9

 For Value Received, the undersigned, WOODWARD, INC. (herein called the “Company”), a
Delaware corporation, hereby promises to pay to [            ], or registered assigns, the principal sum of [            ]
DOLLARS ($[            ]) (or so much thereof as shall not have been prepaid) on November 15, 2023, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the Applicable Rate (as defined in the Note Purchase Agreement referred to below) with respect to this Note from the date hereof, payable semiannually, on the 1st day of April and October in each year,
commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an
Event of Default, on such unpaid balance and on any overdue payment of any Prepayment Compensation Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand). 
 Payments of principal of, interest on and any Prepayment Compensation Amount with respect to this Note are to be made
in lawful money of the United States of America at the principal office of the Company in Fort Collins, Colorado or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below. 
 This Note is one of a series of Series H Senior Notes (herein called the
“Notes”) issued pursuant to the Note Purchase Agreement, dated as of October 1, 2013 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof, and guarantied pursuant to that certain Guaranty Agreement, dated as of October 1, 2013, by Woodward FST, Inc., MPC Products, Woodward HRT and the other Guarantors party thereto, as from time to
time amended. Each holder of this Note will be deemed, by its acceptance hereof, to have (a) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (b) made the representation set forth in
Section 6.3 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 Exhibit 1B-1 








 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of
this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject to prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
 If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Prepayment Compensation Amount) and with the effect provided in the Note Purchase
Agreement. 
 This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall
be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 

 

			
	 WOODWARD, INC.

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	



  
 Exhibit 1B-2 








 Exhibit 1C 

[FORM OF SERIES I SENIOR NOTE] 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO THE SECURITIES OR
“BLUE SKY” LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN ACCORDANCE WITH AND
SUBJECT TO ALL THE TERMS AND CONDITIONS OF THE NOTE PURCHASE AGREEMENT (AS DEFINED BELOW) AND PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER THE SECURITIES ACT, (B) RULE 144 UNDER THE SECURITIES
ACT OR (C) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. 
 WOODWARD, INC.

 SERIES I SENIOR NOTE DUE NOVEMBER 15, 2025 

 

			
	 No. RI-[            ]
	 	[Date]
	 $[            ]
	 	PPN: 980745 D#7

 For Value Received, the undersigned, WOODWARD, INC. (herein called the “Company”), a
Delaware corporation, hereby promises to pay to [            ], or registered assigns, the principal sum of [            ]
DOLLARS ($[            ]) (or so much thereof as shall not have been prepaid) on November 15, 2025, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the Applicable Rate (as defined in the Note Purchase Agreement referred to below) with respect to this Note from the date hereof, payable semiannually, on the 1st day of April and October in each year,
commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an
Event of Default, on such unpaid balance and on any overdue payment of any Prepayment Compensation Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand). 
 Payments of principal of, interest on and any Prepayment Compensation Amount with respect to this Note are to be made
in lawful money of the United States of America at the principal office of the Company in Fort Collins, Colorado or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below. 
 This Note is one of a series of Series I Senior Notes (herein called the “Notes”)
issued pursuant to the Note Purchase Agreement, dated as of October 1, 2013 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the
benefits thereof, and guarantied pursuant to that certain Guaranty Agreement, dated as of October 1, 2013, by Woodward FST, Inc., MPC Products, Woodward HRT and the other Guarantors party thereto, as from time to time amended. Each holder of
this Note will be deemed, by its acceptance hereof, to have (a) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (b) made the representation set forth in Section 6.3 of the Note
Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 Exhibit 1C-1 








 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of
this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject to prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
 If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Prepayment Compensation Amount) and with the effect provided in the Note Purchase
Agreement. 
 This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall
be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 

 

			
	 WOODWARD, INC.

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	



  
 Exhibit 1C-2 








 Exhibit 1D 

[FORM OF SERIES J SENIOR NOTE] 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO THE SECURITIES OR
“BLUE SKY” LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN ACCORDANCE WITH AND
SUBJECT TO ALL THE TERMS AND CONDITIONS OF THE NOTE PURCHASE AGREEMENT (AS DEFINED BELOW) AND PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER THE SECURITIES ACT, (B) RULE 144 UNDER THE SECURITIES
ACT OR (C) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. 
 WOODWARD, INC.

 SERIES J SENIOR NOTE DUE NOVEMBER 15, 2020 

 

			
	 No. RJ-[            ]
	 	[Date]
	 $[            ]
	 	PPN: 980745 E*0

 For Value Received, the undersigned, WOODWARD, INC. (herein called the “Company”), a
Delaware corporation, hereby promises to pay to [            ], or registered assigns, the principal sum of [            ]
DOLLARS ($[            ]) (or so much thereof as shall not have been prepaid) on November 15, 2020, with interest (computed on the basis of a 360-day year and actual days elapsed)
(a) on the unpaid balance hereof at the Applicable Rate (as defined in the Note Purchase Agreement referred to below) with respect to this Note from the date hereof, payable quarterly, on the 1st day of January, April, July and October in each
year, commencing with the January, April, July or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Prepayment Compensation Amount or Breakage Cost Indemnity, at a rate per annum from time to time equal to the Default Rate, payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand). 
 Payments of principal of, interest on and any Prepayment
Compensation Amount and/or Breakage Cost Indemnity with respect to this Note are to be made in lawful money of the United States of America at the principal office of the Company in Fort Collins, Colorado or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 
 This Note is
one of a series of Series J Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of October 1, 2013 (as from time to time amended, the “Note Purchase Agreement”),
between the Company and the respective Purchasers named therein and is entitled to the benefits thereof, and guarantied pursuant to that certain Guaranty Agreement, dated as of October 1, 2013, by Woodward FST, Inc., MPC Products, Woodward HRT
and the other Guarantors party thereto, as from time to time amended. Each holder of this Note will be deemed, by its acceptance hereof, to have (a) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (b) made the representation set forth in Section 6.3 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note
Purchase Agreement. 

  
 Exhibit 1D-1 








 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of
this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject to prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
 If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Prepayment Compensation Amount or Breakage Cost Indemnity) and with the effect provided in
the Note Purchase Agreement. 
 This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder
of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 

 

			
	 WOODWARD, INC.

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	



  
 Exhibit 1D-2 








 Exhibit 1E 

[FORM OF SERIES K SENIOR NOTE] 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO THE SECURITIES OR
“BLUE SKY” LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN ACCORDANCE WITH AND
SUBJECT TO ALL THE TERMS AND CONDITIONS OF THE NOTE PURCHASE AGREEMENT (AS DEFINED BELOW) AND PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER THE SECURITIES ACT, (B) RULE 144 UNDER THE SECURITIES
ACT OR (C) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. 
 WOODWARD, INC.

 SERIES K SENIOR NOTE DUE NOVEMBER 15, 2023 

 

			
	 No. RK-[            ]
	 	[Date]
	 $[            ]
	 	PPN: 980745 E@8

 For Value Received, the undersigned, WOODWARD, INC. (herein called the “Company”), a
Delaware corporation, hereby promises to pay to [            ], or registered assigns, the principal sum of [            ]
DOLLARS ($[            ]) (or so much thereof as shall not have been prepaid) on November 15, 2023, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a)
on the unpaid balance hereof at the Applicable Rate (as defined in the Note Purchase Agreement referred to below) with respect to this Note from the date hereof, payable semiannually, on the 1st day of April and October in each year, commencing with
the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on
such unpaid balance and on any overdue payment of any Prepayment Compensation Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

 Payments of principal of, interest on and any Prepayment Compensation Amount with respect to this Note are to be made in lawful money of
the United States of America at the principal office of the Company in Fort Collins, Colorado or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below. 
 This Note is one of a series of Series K Senior Notes (herein called the “Notes”) issued pursuant to
the Note Purchase Agreement, dated as of October 1, 2013 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof,
and guarantied pursuant to that certain Guaranty Agreement, dated as of October 1, 2013, by Woodward FST, Inc., MPC Products, Woodward HRT and the other Guarantors party thereto, as from time to time amended. Each holder of this Note will be
deemed, by its acceptance hereof, to have (a) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (b) made the representation set forth in Section 6.3 of the Note Purchase
Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 Exhibit 1E-1 








 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of
this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject to prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
 If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Prepayment Compensation Amount) and with the effect provided in the Note Purchase
Agreement. 
 This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall
be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 

 

			
	 WOODWARD, INC.

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	



  
 Exhibit 1E-2 








 Exhibit 1F 

[FORM OF SERIES L SENIOR NOTE] 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR PURSUANT TO THE SECURITIES OR
“BLUE SKY” LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT IN ACCORDANCE WITH AND
SUBJECT TO ALL THE TERMS AND CONDITIONS OF THE NOTE PURCHASE AGREEMENT (AS DEFINED BELOW) AND PURSUANT TO (A) A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE THAT IS EFFECTIVE UNDER THE SECURITIES ACT, (B) RULE 144 UNDER THE SECURITIES
ACT OR (C) ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. 
 WOODWARD, INC.

 SERIES L SENIOR NOTE DUE NOVEMBER 15, 2025 

 

			
	 No. RL-[            ]
	 	[Date]
	 $[            ]
	 	PPN: 980745 E#6

 For Value Received, the undersigned, WOODWARD, INC. (herein called the “Company”), a
Delaware corporation, hereby promises to pay to [            ], or registered assigns, the principal sum of [            ]
DOLLARS ($[            ]) (or so much thereof as shall not have been prepaid) on November 15, 2025, with interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid balance hereof at the Applicable Rate (as defined in the Note Purchase Agreement referred to below) with respect to this Note from the date hereof, payable semiannually, on the 1st day of April and October in each year,
commencing with the April or October next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an
Event of Default, on such unpaid balance and on any overdue payment of any Prepayment Compensation Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand). 
 Payments of principal of, interest on and any Prepayment Compensation Amount with respect to this Note are to be made
in lawful money of the United States of America at the principal office of the Company in Fort Collins, Colorado or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below. 
 This Note is one of a series of Series L Senior Notes (herein called the “Notes”)
issued pursuant to the Note Purchase Agreement, dated as of October 1, 2013 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the
benefits thereof, and guarantied pursuant to that certain Guaranty Agreement, dated as of October 1, 2013, by Woodward FST, Inc., MPC Products, Woodward HRT and the other Guarantors party thereto, as from time to time amended. Each holder of
this Note will be deemed, by its acceptance hereof, to have (a) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (b) made the representation set forth in Section 6.3 of the Note
Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 

  
 Exhibit 1F-1 








 This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of
this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued
to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all
other purposes, and the Company will not be affected by any notice to the contrary. 
 This Note is subject to prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
 If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Prepayment Compensation Amount) and with the effect provided in the Note Purchase
Agreement. 
 This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall
be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 

 

			
	 WOODWARD, INC.

		
	 By:
	 	 
	 Name:
	 	
	 Title:
	 	



  
 Exhibit 1F-2 








 Exhibit 2 

[FORM OF GUARANTY AGREEMENT] 

GUARANTY AGREEMENT 
 THIS
GUARANTY AGREEMENT (this “Agreement” or this “Guaranty”) dated as of October 1, 2013, is entered into on a joint and several basis by each party listed on the signature pages hereto together with any entity
which may become a party hereto by execution and delivery of a Guaranty Supplement in substantially the form set forth as Exhibit A hereto (a “Guaranty Supplement”) (each such party individually, a “Guarantor” and
collectively, the “Guarantors”). Woodward, Inc., a Delaware corporation (the “Company”), is entering into that certain Note Purchase Agreement dated the date hereof (the “Note Purchase Agreement”)
by and among the Company and each of the institutional investors named on Schedule A attached to such Note Purchase Agreement (the “Note Purchasers”), providing for, among other things, the issue and sale by the Company to the Note
Purchasers of (a) $50,000,000 aggregate principal amount of its 3.42% Series G Senior Notes due November 15, 2020 (as amended, restated or otherwise modified from time to time, the “Series G Notes”), (b) $25,000,000
aggregate principal amount of its 4.03% Series H Senior Notes due November 15, 2023 (as amended, restated or otherwise modified from time to time, the “Series H Notes”), (c) $25,000,000 aggregate principal amount of its
4.18% Series I Senior Notes due November 15, 2025 (as amended, restated or otherwise modified from time to time, the “Series I Notes”), (d) $50,000,000 aggregate principal amount of its Floating Rate Series J Senior Notes
due November 15, 2020 (as amended, restated or otherwise modified from time to time, the “Series J Notes”), (e) $50,000,000 aggregate principal amount of its 4.03% Series K Senior Notes due November 15, 2023 (as
amended, restated or otherwise modified from time to time, the “Series K Notes”) and (f) $50,000,000 aggregate principal amount of its 4.18% Series L Senior Notes due November 15, 2025 (as amended, restated or otherwise modified
from time to time, the “Series L Notes” and together with the Series G Notes, the Series H Notes, the Series I Notes, Series J Notes and the Series K Notes, the “Notes”). The Note Purchasers together with their
respective successors and assigns are collectively referred to herein as the “Noteholders.” Any capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Note Purchase Agreement. 

The Note Purchasers have required as a condition of their purchase of the Notes that the Company cause each of the undersigned to enter into
this Guaranty and, in accordance with Section 9.8 of the Note Purchase Agreement, cause each Subsidiary which from time to time becomes obligated as a guarantor or obligor under any Major Credit Facility to enter into a Guaranty Supplement, in
each case as security for the Notes, and the Company has agreed to cause each of the undersigned to execute this Guaranty and, in accordance with Section 9.8 of the Note Purchase Agreement, to cause each Subsidiary which from time to time
becomes obligated as a guarantor or obligor under any Major Credit Facility to execute a Guaranty Supplement, in each case, in order to induce the Note Purchasers to purchase the Notes and thereby benefit the Company and its Subsidiaries by
providing funds to enable the Company to have funds available to refinance existing indebtedness and for general Company purposes. Notwithstanding anything contained in Section 9.8(a) of the Note Purchase Agreement to the contrary, the Company
shall be under no obligation to (but may in its sole discretion) require any Foreign Subsidiary to become a Guarantor in respect of the Note Purchase Agreement and the Notes to the extent such Foreign Subsidiary’s obligations under all Major
Credit Facilities consist solely of Foreign Borrowings or guaranties of a Foreign Borrowing by another Foreign Subsidiary. Each of the Guarantors is a Wholly-Owned Subsidiary of the Company and acknowledges that it will derive substantial benefit
from the purchase of Notes by the Note Purchasers. As consideration therefor and in order to induce the Note Purchasers to purchase Notes, the Guarantors are willing to execute this Agreement. 

  
 Exhibit 2-1 








 Accordingly, each Guarantor hereby agrees as follows: 

SECTION 1. Guaranty. Each Guarantor unconditionally guaranties, jointly with the other Guarantors and severally, as a primary obligor
and not merely as a surety, (a) the due and punctual payment of (i) the principal of and premium, if any, the Prepayment Compensation Amount, if any, the Breakage Cost Indemnity, if any, and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise and (ii) all other monetary obligations, including fees (including reasonable attorneys’ fees), costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), owed by the Company to the Noteholders under the Note Purchase
Agreement and the Notes and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Company under or pursuant to the Note Purchase Agreement and the Notes (all the monetary and other obligations
referred to in the preceding clauses (a) and (b) being collectively referred to herein as the “Obligations”). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its guaranty notwithstanding any extension or renewal of any Obligation. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor
hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of
the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant
under the Fraudulent Transfer Laws (specifically excluding, however, to the extent permitted by applicable law, any liabilities of such Guarantor (a) in respect of intercompany indebtedness to the Company or Affiliates of the Company to the
extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (b) under any guaranty of senior unsecured Indebtedness or Indebtedness subordinated in right of payment to the Obligations
which guaranty contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount)
and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to
(i) applicable law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Company of obligations arising under guaranties by such parties. 

  
 Exhibit 2-2 








 SECTION 2. Obligations Not Waived. To the fullest extent permitted by applicable law, each
Guarantor waives presentment to, demand of payment from and protest to the Company of any of the Obligations, and also waives notice of acceptance of this Guaranty and notice of protest for nonpayment. To the fullest extent permitted by applicable
law, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against the Company, any other Guarantor or any other
Person under the provisions of the Note Purchase Agreement, the Notes or otherwise, (b) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of this Agreement, the Note Purchase Agreement, the
Notes, any guaranty or any other agreement, including with respect to any other Guarantor under this Agreement or (c) the failure to perfect any security interest in, or the release of, any of the security, if any, held by or on behalf of any
Secured Party. 
 SECTION 3. Security. Each of the Guarantors authorizes each of the Noteholders to (a) take and hold security
for the payment of this Guaranty and the Obligations and exchange, enforce, waive and release any such security, (b) apply such security and direct the order or manner of sale thereof as they in their sole discretion may determine and
(c) release or substitute any one or more endorsees, other guarantors or other obligors, in each under clauses (a) and (b), subject to Section 9.8 of the Note Purchase Agreement. 

SECTION 4. Guaranty of Payment. Each Guarantor further agrees that this Guaranty constitutes a guaranty of payment when due and not of
collection, and waives any right to require that any resort be had by any Secured Party to the Company, any other Guarantor or any other Person, to any of the security held for payment of the Obligations or to any balance of any deposit account or
credit on the books of any Secured Party in favor of the Company or any other Person. 
 SECTION 5. No Discharge or Diminishment of
Guaranty. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations or, with respect to any
Guarantor, the release of such Guarantor pursuant to Section 9.8(b) of the Note Purchase Agreement), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense
or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder
shall not be discharged or impaired or otherwise affected by the failure of any Secured Party to assert any claim or demand or to enforce any remedy under the Note Purchase Agreement, the Notes or any other agreement, by any waiver or modification
of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that
would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations). 

SECTION 6. Defenses of Company Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense
based on or arising out of any defense of the Company or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company, other than the final and indefeasible payment in
full in cash of the Obligations. The Noteholders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise
or adjust any part of the Obligations, make any other accommodation with the Company, any other Guarantor or any other Person or exercise any other right or remedy available to them against the Company or any other Guarantor, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such
election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Company, any other Guarantor or any other Person, as
the case may be, or any security. 

  
 Exhibit 2-3 








 SECTION 7. Agreement to Pay; Subordination. In furtherance of the foregoing and not in
limitation of any other right that any Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to such Secured Party as designated thereby in cash the amount of such unpaid Obligations. Upon payment by any Guarantor of any
sums to any Secured Party as provided above, all rights of such Guarantor against the Company arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and
junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of the Company or any Guarantor now or hereafter held by any Guarantor is hereby subordinated in right of payment to
the prior payment in full of the Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Company
or any other Guarantor, such amount shall be held in trust for the benefit of the Noteholders and shall forthwith be paid to the Noteholders to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the
terms of the Note Purchase Agreement and the Notes. 
 SECTION 8. Information. Each of the Guarantors assumes all responsibility for
being and keeping itself informed of the Company’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes
and incurs hereunder, and agrees that no Secured Party will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks. 

SECTION 9. Representations and Warranties. Each of the Guarantors represents and warrants as to itself that all representations and
warranties relating to it contained in the Note Purchase Agreement are true and correct. 
 SECTION 10. Termination. This Guaranty
(a) shall terminate when all the Obligations have been indefeasibly paid in full in cash and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of the Company, any Guarantor or otherwise; provided however, that this Guaranty shall terminate as to any Guarantor upon
satisfaction of the requirements specified in Section 9.8(b) of the Note Purchase Agreement with respect to such Guarantor. 

  
 Exhibit 2-4 








 SECTION 11. Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind
and inure to the benefit of each Secured Party and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof has been executed on behalf of such Guarantor and thereafter shall be
binding upon such Guarantor and its successors and assigns (provided that no Guarantor shall have the right to assign its obligations under this Agreement without the consent of each holder of a Note and any such attempted assignment shall be void)
and shall inure to the benefit of the Noteholders and their respective successors and assigns. Promptly after the execution hereof or of any Guaranty Supplement, the Guarantors shall deliver a copy thereof to each holder of a Note. This Agreement
shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations
of any other Guarantor hereunder. 
 SECTION 12. Waivers; Amendment. 

a. No failure or delay of any Secured Party in exercising any power or right hereunder 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 any Secured Party hereunder and under the Note Purchase Agreement and the Notes are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to
any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in similar or other circumstances. 

b. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement
entered into between the Guarantors with respect to which such waiver, amendment or modification relates and the Required Holders; provided that any Guarantor shall be released from this Guaranty upon satisfaction of the requirements set forth in
Section 9.8(b) of the Note Purchase Agreement with respect to such Guarantor. 
 SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A
JURISDICTION OTHER THAN SUCH STATE. 

  
 Exhibit 2-5 








 SECTION 14. Notices. All communications and notices hereunder shall be in writing and
given as provided in Section 18 of the Note Purchase Agreement. All communications and notices hereunder to a Guarantor shall be given to it in care of the Company at the address set forth in Section 18 of the Note Purchase Agreement. 

SECTION 15. Survival of Agreement, Severability. 

a. All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement, the Note Purchase Agreement or the Notes shall be considered to have been relied upon by each Note Purchaser and each other holder of a Note and shall survive the
purchase of the Notes and any transfer thereof, including successive transfers, regardless of any investigation made by any Note Purchaser or other holder of a Note or on their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Note or any other fee or amount payable under this Agreement, the Note Purchase Agreement or any Note is outstanding. 

b. In the event any one or more of the provisions contained in this Agreement, the Note Purchase Agreement or the Notes shall
be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 16. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute a single contract, and shall become effective as provided in Section 11. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement. 
 SECTION 17. Jurisdiction and Process; Waiver of Jury Trial. 

a. Each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting
in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, each Guarantor
irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that such Guarantor is not subject to the jurisdiction of any such court, any objection that such Guarantor may now or hereafter have to the laying
of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 

  
 Exhibit 2-6 








 b. Each Guarantor consents to process being served by or on behalf of any Secured
Party in any suit, action or proceeding of the nature referred to in Section 17(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at the
address specified in Section 14 or at such other address of which such Secured Party shall then have been notified pursuant to such Section. Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect
effective service of process upon such Guarantor in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to such
Guarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. 

c. Nothing in this Agreement shall affect the right of any Secured Party to serve process in any manner permitted by law, or
limit any right that any Secured Party may have to bring proceedings against any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 

d. The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Note Purchase
Agreement, the Notes or any other document executed in connection herewith or therewith. 
 SECTION 18. Right of Setoff. If an Event
of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other Indebtedness at any time owing by such Secured Party to or for the credit or the account of any Guarantor against any or all the obligations of such Guarantor now or hereafter existing under this
Agreement, the Note Purchase Agreement or the Notes held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement, the Note Purchase Agreement or the Notes and although such obligations
may be unmatured. The rights of each Secured Party under this Section 18 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have. 

SECTION 19. Additional Guarantors. Pursuant to Section 9.8(a) of the Note Purchase Agreement, certain Subsidiaries of the Company
are required to enter into a Guaranty Supplement and become a party to this Agreement. Upon execution and delivery, after the date hereof, by any such Subsidiary of a Guaranty Supplement, such Subsidiary shall become a Guarantor hereunder with the
same force and effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights
and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement. 

[Intentionally Left Blank – Signature Page Follows] 

  
 Exhibit 2-7 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
first above written. 
  

			
	WOODWARD FST, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	MPC PRODUCTS CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	WOODWARD HRT, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature page to Guaranty Agreement] 

  
 Exhibit 2-8 








 EXHIBIT A 

GUARANTY SUPPLEMENT 
 To the Noteholders
(as defined in the hereinafter defined Guaranty Agreement) 
 Ladies and Gentlemen: 

WHEREAS, to enable Woodward, Inc., a Delaware corporation (the “Company”), and its Subsidiaries to have funds available to
refinance existing indebtedness and for general corporate purposes, the Company has entered into that certain Note Purchase Agreement dated as of October 1, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the
“Note Purchase Agreement”) among the Company and each of the institutional investors named on Schedule A attached to such Note Purchase Agreement (the “Note Purchasers”), providing for, among other things, the issue
and sale by the Company to the Note Purchasers of (a) $50,000,000 aggregate principal amount of its 3.42% Series G Senior Notes due November 15, 2020 (as amended, restated or otherwise modified from time to time, the “Series G
Notes”), (b) $25,000,000 aggregate principal amount of its 4.03% Series H Senior Notes due November 15, 2023 (as amended, restated or otherwise modified from time to time, the “Series H Notes”),
(c) $25,000,000 aggregate principal amount of its 4.18% Series I Senior Notes due November 15, 2025 (as amended, restated or otherwise modified from time to time, the “Series I Notes”), (d) $50,000,000 aggregate
principal amount of its Floating Rate Series J Senior Notes due November 15, 2020 (as amended, restated or otherwise modified from time to time, the “Series J Notes”), (e) $50,000,000 aggregate principal amount of its
4.03% Series K Senior Notes due November 15, 2023 (as amended, restated or otherwise modified from time to time, the “Series K Notes”) and (f) $50,000,000 aggregate principal amount of its 4.18% Series L Senior Notes due
November 15, 2025 (as amended, restated or otherwise modified from time to time, the “Series L Notes” and together with the Series G Notes, the Series H Notes, the Series I Notes, Series J Notes and the Series K Notes,
collectively, the “Notes”). Capitalized terms used herein shall have the meanings set forth in the hereinafter defined Guaranty Agreement unless herein defined or the context shall otherwise require. 

WHEREAS, as a condition precedent to their purchase of the Notes, the Note Purchasers required that from time to time certain subsidiaries of
the Company enter into a Guaranty Agreement as security for the Notes (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”). 

Pursuant to Section 9.8(a) of the Note Purchase Agreement, the Company has agreed to cause the undersigned,
                    , a [corporation] organized under the laws of
                    (the “Additional Guarantor”), to join in the Guaranty Agreement. In accordance with the requirements of the
Guaranty Agreement, the Additional Guarantor does hereby become a party to the Guaranty Agreement and desires to amend the definition of Guarantor (as the same may have been heretofore amended) set forth in the Guaranty Agreement attached hereto so
that at all times from and after the date hereof, the Additional Guarantor is and shall be bound by the terms of the Guaranty Agreement and shall be jointly and severally liable as set forth in the Guaranty Agreement for the obligations of the
Company under the Note Purchase Agreement and Notes to the extent and in the manner set forth in the Guaranty Agreement. 

  
 Exhibit 2-9 








 The undersigned is the duly elected
                    of the Additional Guarantor, a subsidiary of the Company, and is duly authorized to execute and deliver this Guaranty Supplement
to each of you. The execution by the undersigned of this Guaranty Supplement shall evidence its consent to and acknowledgment and approval of the terms set forth herein and in the Guaranty Agreement and by such execution the Additional Guarantor
shall be deemed to have made in favor of the Noteholders the representations and warranties set forth in Section 9 of the Guaranty Agreement. 

Upon execution of this Guaranty Supplement, the Guaranty Agreement shall be deemed to be amended as set forth above. Except as amended herein,
the terms and provisions of the Guaranty Agreement are hereby ratified, confirmed and approved in all respects. 
 Any and all notices,
requests, certificates and other instruments (including the Notes) may refer to the Guaranty Agreement without making specific reference to this Guaranty Supplement, but nevertheless all such references shall be deemed to include this Guaranty
Supplement unless the context shall otherwise require. 
 Dated:             ,
20    . 
  

			
	[NAME OF ADDITIONAL GUARANTOR]
		
	 By:
	 	  

		 	 Name:

		 	 Title:




  
 Exhibit 2-10 








 Exhibit 4.5(a) 

FORM OF OPINION OF GENERAL COUNSEL 

FOR THE COMPANY AND THE CLOSING
GUARANTORS 
 [Intentionally Removed] 

  
 Exhibit 4.5(a)-1 








 Exhibit 4.5(b) 

FORM OF OPINION OF SPECIAL COUNSEL 

FOR THE COMPANY AND THE CLOSING
GUARANTORS 
 [Intentionally Removed] 

  
 Exhibit 4.5(b)-1 








 Exhibit 4.5(c) 

FORM OF OPINION OF SPECIAL COUNSEL
FOR THE PURCHASERS 
 [Intentionally Removed] 

  
 Exhibit 4.5(c)-1