EX-10.1



 Exhibit 10.1 

EXECUTION COPY 

AMENDMENT NO. 2 
 TO

 CREDIT AGREEMENT 

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the “Amendment”) is made as of April 26, 2016, by and among Edgewell Personal
Care Company (formerly known as Energizer Holdings, Inc.), a Missouri corporation (the “Company”), Edgewell Personal Care Brands, LLC, a Delaware limited liability company (the “Subsidiary Borrower”), the other
Subsidiaries of the Company party hereto (together with the Subsidiary Borrower, the “Subsidiary Guarantors”) the institutions listed on the signature pages hereto and JPMorgan Chase Bank, N.A., as the administrative agent for the
“Lenders” referred to below (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the “Credit Agreement” referred to below. 

W I T N E S S E T H: 

WHEREAS, the Company is a party to that certain Credit Agreement, dated as of June 1, 2015, among the Company, the financial institutions
from time to time parties thereto (the “Lenders”) and the Administrative Agent (as amended by Omnibus Amendment No. 1 to Credit Agreement and Subsidiary Guaranty, dated as of September 25, 2015, the “Existing
Credit Agreement”, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, including by the Amendment, the “Credit Agreement”); 

WHEREAS, the Company has notified the Administrative Agent of its desire to enter into a tranche of Incremental Term Loans in an aggregate
principal amount of $185,000,000 and to increase the aggregate Revolving Commitments by an aggregate amount of $50,000,000, resulting in total aggregate Revolving Commitments of $650,000,000, as originally contemplated by Section 2.20 of
the Existing Credit Agreement; and 
 WHEREAS, the parties hereto have agreed to amend the Existing Credit Agreement to, among other things,
provide for such Incremental Term Loans and increase the aggregate Revolving Commitments on the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Subsidiary Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent have agreed to the following amendments to the Existing Credit
Agreement. 
 1. Amendments to Existing Credit Agreement; Incremental Term Loans and Increase to Revolving Commitments. 

 (a) Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2
below, (i) the Existing Credit Agreement and the Exhibits attached thereto are hereby amended in their entirety to be in the form of Annex I attached hereto (the “Amended Credit Agreement”), (ii) Schedule A
(Commitments) to the Existing Credit Agreement is hereby amended in its entirety to be in the form of Schedule A (Commitments) attached to the Amended Credit Agreement (the “Amended Commitments Schedule”) and
(iii) Schedule 3.08 to the Existing Credit Agreement is hereby amended in its entirety to be in the form of Schedule 3.08 attached hereto as Annex III. 







 (b) Notwithstanding the requirements of Section 2.20 to the Existing Credit Agreement, by
its execution below, each Lender identified on the signature pages hereto as an “Increasing Lender” agrees, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2
below, to make Term Loans in an aggregate amount not to exceed the Term Loan Commitment set forth for such Lender on the Amended Commitments Schedule and/or to have its existing Revolving Commitment increased by an amount necessary to reflect the
Revolving Commitment set forth for such Lender on the Amended Commitments Schedule. The terms applicable to such Term Loan Commitments (and the related Term Loans) and increased Revolving Commitments (and the related Revolving Credit Exposure) are
set forth in the Amended Credit Agreement. After giving effect to this Section 1(b), the maximum aggregate amount of future Incremental Term Loans and increases to the Revolving Commitment shall be reset to $300,000,000 (as reflected in the
Amended Credit Agreement). 
 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the following
conditions precedent:  
 (a) the Administrative Agent shall have received executed copies of this Amendment from the Administrative
Agent, the Company, the Subsidiary Borrower, the Subsidiary Guarantors and the Required Lenders (as defined in the Existing Credit Agreement) and each Increasing Lender; 

(b) the Administrative Agent shall have received those agreements, documents, instruments and other deliverables appearing in Annex II
hereto; and 
 (c) the Administrative Agent shall have received payment and/or reimbursement of all of the fees and expenses (including, to
the extent invoiced, reasonable attorneys’ fees and expenses of counsel) due or payable to the Administrative Agent or its affiliates pursuant to Section 9 of this Amendment or Section 9.03 of the Credit Agreement. 

3. Representations and Warranties of the Loan Parties. Each of the Company, the Subsidiary Borrower and the Subsidiary
Guarantors (each, a “Loan Party”) hereby represents and warrants as follows: 
 (a) It has the power and authority
and legal right to execute and deliver this Amendment and to perform its obligations hereunder and under the Amended Credit Agreement and the Subsidiary Guaranty, as applicable. The execution and delivery by it of this Amendment and the performance
of its obligations hereunder and under the Amended Credit Agreement and the Subsidiary Guaranty, as applicable, have been duly authorized by proper proceedings, and this Amendment, the Amended Credit Agreement and the Subsidiary Guaranty (as
applicable) constitute legal, valid and binding obligations of such Loan Party, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles, including concepts of reasonableness, materiality, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable
remedies (whether enforcement is sought by proceedings in equity or at law). 
 (b) The execution and delivery of this Amendment and the
performance of this Amendment, the Amended Credit Agreement and the Subsidiary Guaranty, as applicable, do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of such
Loan Party, (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default 


  
 2 








 
under any Financing Facility, or require termination of any Financing Facility, (iii) constitute a tortious interference with any Contractual Obligation (other than the Financing Facilities)
of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual
Obligation of such Loan Party, or require termination of any Contractual Obligation, except such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect,
(iv) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or any of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (v) require any
approval of the Company’s or any of its Subsidiaries’ Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. 

(c) As of the date hereof and giving effect to the terms of this Amendment, (i) there exists no Default or Event of Default and
(ii) the representations and warranties contained in Article III of the Amended Credit Agreement and in Section 2 of the Subsidiary Guaranty are true and correct in all material respects (or, in the case of any representation or
warranty qualified by materiality or Material Adverse Effect, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or
in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. 

4. Reference to and Effect on the Credit Agreement and Loan Documents. 

(a) Upon the effectiveness of this Amendment, each reference to the “Credit Agreement” in the Credit Agreement, the Subsidiary
Guaranty or any other Loan Document shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment is a Loan Document pursuant to the Credit Agreement and shall (unless expressly indicated herein or therein) be construed,
administered, and applied, in accordance with all of the terms and provisions of the Credit Agreement. 
 (b) Each Loan Party (i) agrees
that, except as specifically provided herein, this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of such Loan Party arising under or pursuant to the Credit Agreement, the Subsidiary Guaranty or the
other Loan Documents to which it is a party, (ii) reaffirms its obligations under the Credit Agreement, the Subsidiary Guaranty and each and every other Loan Document to which it is a party and (iii) acknowledges and agrees that, except as
specifically modified above, the Credit Agreement, the Subsidiary Guaranty and all other Loan Documents executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of or consent to any modification of any provision of the Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith. 

5. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose. 

  
 3 








 7. Counterparts. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts (including by means of facsimile or e-mail transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 

8. Costs and Expenses. Subject to the limitations set forth in Section 9.03(a) of the Credit Agreement, the Company agrees
to pay all reasonable costs, fees and out-of-pocket expenses (including attorneys’ fees and expenses charged to the Administrative Agent) incurred by the
Administrative Agent and the Lenders in connection with the preparation, arrangement, execution and enforcement of this Amendment. 

******* 

  
 4 








 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	 EDGEWELL PERSONAL CARE COMPANY (formerly known as Energizer Holdings, Inc.)

as the Company

		
	By:	 	/s/ William C. Fox


 
			
	Name:	 	William C. Fox
	Title:	 	Vice President and Treasurer


  

			
	 EDGEWELL PERSONAL CARE BRANDS, LLC

as the Subsidiary Borrower and as a Subsidiary Guarantor

		
	By:	 	/s/ William C. Fox


 
			
	Name:	 	William C. Fox
	Title:	 	Assistant Treasurer


  

			
	 SCHICK MANUFACTURING, INC.

PLAYTEX PRODUCTS, LLC
 PLAYTEX MANUFACTURING,
INC.
 SUN PHARMACEUTICALS, LLC
 TANNING RESEARCH
LABORATORIES, LLC
 EDGEWELL PERSONAL CARE, LLC,
 as
Subsidiary Guarantors

		
	By:	 	/s/ William C. Fox


 
			
	Name:	 	William C. Fox
	Title:	 	Assistant Treasurer


 Signature Page to Amendment No. 2 

to EPC Credit Agreement 







 
			
	 JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent, as a Lender and as an Increasing Lender

		
	By:	 	/s/ Brendan Korb


 
			
	Name:	 	Brendan Korb
	Title:	 	Vice President


 Signature Page to Amendment No. 2 

to EPC Credit Agreement 







 
			
	 BANK OF AMERICA, N.A.,
 as a
Lender and an Increasing Lender

		
	By:	 	/s/ Aron Frey


 
			
	Name:	 	Aron Frey
	Title:	 	Vice President


 Signature Page to Amendment No. 2 

to EPC Credit Agreement 







 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Lender

		
	By:	 	/s/ Thomas J. Sterr


 
			
	Name:	 	Thomas J. Sterr
	Title:	 	Authorized Signatory


 Signature Page to Amendment No. 2 

to EPC Credit Agreement 







 
			
	 CITIBANK, N.A.,
 as a
Lender

		
	By:	 	/s/ Luc Vrettos


 
			
	Name:	 	Luc Vrettos
	Title:	 	Vice President


 Signature Page to Amendment No. 2 

to EPC Credit Agreement 







 
			
	 TD BANK, N.A.,
 as a Lender
and as an Increasing Lender

		
	By:	 	/s/ M. Bernadette Collins


 
			
	Name:	 	M. Bernadette Collins
	Title:	 	Senior Vice President


 Signature Page to Amendment No. 2 

to EPC Credit Agreement 







 
			
	 THE NORTHERN TRUST COMPANY

as a Lender and as an Increasing Lender

		
	By:	 	/s/ Brandon C. Rolek


 
			
	Name:	 	Brandon C. Rolek
	Title:	 	Senior Vice President


 Signature Page to Amendment No. 2 

to EPC Credit Agreement 







 
			
	 STANDARD CHARTERED BANK
 as a
Lender

		
	By:	 	/s/ Steven Aloupis


 
			
	Name:	 	Steven Aloupis A2388
	Title:	 	Managing Director Loan Syndications


 Signature Page to Amendment No. 2 

to EPC Credit Agreement 







 Annex I to Amendment 

Amended Credit Agreement 

(Attached) 







 Annex II to Amendment 

List of Closing Deliverables1 

 

	1.	Amendment No. 2 to Credit Agreement (the “Amendment”) by and among the Company, the Subsidiary Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent. 


 

	2.	Opinion of Bryan Cave LLP, counsel for the Loan Parties. 

  

	3.	Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the Certificate of Incorporation or other charter document of such Loan Party since
previously provided, (ii) the By-Laws or other applicable organizational document of such Loan Party as in effect on the date of such certification have not changed from those previously provided, (iii) resolutions of the Board of
Directors or other governing body of such Loan Party authorizing the execution and delivery of the Amendment and the performance of the Amendment and each Loan Document to which it is a party, as modified by and after giving effect to the Amendment,
and (iv) the names and true signatures of the incumbent officers of such Loan Party authorized to sign the Amendment, and authorized to request a Borrowing under the Credit Agreement (if applicable). 


 

	4.	Good standing certificate for each Loan Party from the Secretary of State of its jurisdiction of organization. 

  

	5.	An officer’s certificate confirming (a) the accuracy of all representations and warranties in the Loan Documents in all material respects (or, in the case of any representation and warranty qualified by
materiality or material adverse effect, in all respects), except to the extent such representation or warranty specifically refers to an earlier date, in which case confirming the accuracy of such representation and warranty in all material respects
(or, in the case of any representation and warranty qualified by materiality or material adverse effect, in all respects) as of such earlier date and (b) there being no Default or Event of Default in existence at the time of, or after giving
effect to, the Amendment and the making of the Term Loans. 

  

	6.	The Administrative Agent and the Lenders shall have received satisfactory updated projections of the Company and its Subsidiaries through 2019. 


 
  

	1 	Items appearing in bold and italics shall be prepared and/or provided by the Company and/or Company’s counsel. 

  








 Annex III to Amendment 

AMENDED SCHEDULE 3.08 

Subsidiaries 
 Subsidiary Guarantors

  

									
	 Subsidiary Name/
Federal Tax ID No.
	  	Jurisdiction
of
Incorporation	  	Foreign
Qualification	  	Shares Authorized and Issued
and Outstanding: Owner	 	Interests in
any Person
not a
Corporation
	 Edgewell Personal Care Brands,

LLC (FKA Eveready Battery
 Company, Inc.)

 
 43-1407915
	  	Delaware	  	CA, MO,
MT, PA &
UT	  	Edgewell Personal Care Company
 (FKA Energizer Holdings, Inc.) is the

sole managing member
	 	
					
	 Schick Manufacturing, Inc.
  

83-0348512
	  	Delaware	  	Qualified in
CT, SC, PA,
AZ, CA, GA,
NJ, TN, TX,
VA & WI	  	 Authorized: 100 shares 
 Issued: 100 shares

 
 Edgewell Personal Care Brands, LLC

(FKA Eveready Battery Company,
Inc.)
	 	
					
	 Playtex Products, LLC
  

26-3324835
	  	Delaware	  		  	Edgewell Personal Care Brands, LLC
 (FKA Eveready Battery Company,

Inc.) is the sole managing member.
	 	Limited
Liability
Company
					
	 Playtex Manufacturing, Inc.
  

51-0369884
	  	Delaware	  	AL, CA, FL,
GA, IN, NV,
NJ, NY, OH,
PA, SC & VA	  	Authorized: 100 shares of common
 stock, par value $.01
  

Issued: 100 shares
  

Playtex Products, LLC
	 	
					
	 Sun Pharmaceuticals, LLC
  

26-3700969
	  	Delaware	  		  	Playtex Products, LLC is the sole
managing member.	 	Limited
Liability
Company
					
	 Tanning Research Laboratories, LLC
  

26-3701119
	  	Delaware	  		  	Playtex Products, LLC is the sole
managing member.	 	Limited
Liability
Company
					
	 Edgewell Personal Care, LLC

(FKA Energizer Personal Care,
 LLC)

 
 26-3324763
	  	Delaware	  	Qualified in
all US States
incl. DC	  	Playtex Products, LLC is the sole
managing member	 	Limited
Liability
Company








 EDGEWELL PERSONAL CARE COMPANY 

(fka Energizer Holdings, Inc.) 

SUBSIDIARY LIST 
 4/18/2016 

 

					
	 Subsidiary Name
	  	 Jurisdiction of

Incorporation
	  	 Percentage of
Control

	 American Safety Razor Australia Pty. Limited
	  	Australia	  	100%
	 Edgewell Personal Care Australia Pty. Ltd.
(fka Personal Care Australia Pty. Ltd.)
	  	Australia	  	100%
	 Edgewell Personal Care Austria GmbH
(fka Energizer Group Austria Handels GmbH)
	  	Austria	  	100%
	 Energizer Sales Limited
	  	Barbados	  	100%
	 Personna International Limited
	  	Barbados	  	100%
	 Smile-Tote, Inc.
	  	California	  	100%
	 Edgewell Personal Care Canada ULC
	  	BC (Canada)	  	100%
	 Edgewell Personal Care Group, Inc., Cayman Islands
(fka Energizer Group, Inc., Cayman
Islands)
	  	Cayman Islands	  	100%
	 Schick Cayman Islands Ltd.
	  	Cayman Islands	  	100%
	 Edgewell Personal Care Chile SpA
	  	Chile	  	100%
	 Edgewell Personal Care Netherlands B.V., Chilean Branch
	  	Chile	  	100%
	 Schick (Guangzhou) Company Limited
	  	China	  	100%
	 Edgewell Personal Care Colombia S.A.S
	  	Colombia	  	100%
	 Personna International CZ s.r.o.
	  	Czech Republic	  	100%
	 Edgewell Personal Care Brands, LLC *
(fka Eveready Battery Company, LLC)
	  	Delaware	  	100%
	 Edgewell Personal Care Group, Inc.
(fka Energizer Group, Inc.)
	  	Delaware	  	100%
	 Edgewell Personal Care, LLC *
(fka Energizer Personal Care, LLC)
	  	Delaware	  	100%
	 Edgewell Personal Care Middle East, Inc.
	  	Delaware	  	100%
	 Edgewell Personal Care Taiwan Ltd.
(fka Energizer-Schick Taiwan Ltd.)
	  	Delaware	  	100%
	 Playtex Investment Corporation
	  	Delaware	  	100%
	 Playtex Manufacturing, Inc. *
	  	Delaware	  	100%
	 Playtex Marketing Corporation
	  	Delaware	  	50%
	 Playtex Products, LLC *
	  	Delaware	  	100%
	 Schick Manufacturing, Inc. *
	  	Delaware	  	100%
	 Sun Pharmaceuticals, LLC *
	  	Delaware	  	100%
	 Tanning Research Laboratories, LLC *
	  	Delaware	  	100%
	 Edgewell Personal Care Middle East, Inc., DMCC Branch
	  	Dubai	  	100%









					
	 Hawaiian Tropic Europe, Inc.
	  	Florida	  	100%
	 Edgewell Personal Care France SAS
(FKA Energizer Group France SAS)
	  	France	  	100%
	 Edgewell Personal Care Finanzierungs GbR
(fka Energizer Finanzierungs GbR)
	  	Germany	  	100% Partnership
	 Wilkinson Sword GmbH
	  	Germany	  	100%
	 Edgewell Personal Care Hong Kong Limited
(fka Energizer Hong Kong Limited)
	  	Hong Kong	  	100%
	 Schick Asia Limited
	  	Hong Kong	  	100%
	 Hawaiian Tropic Europe, Inc., Ireland Branch
	  	Ireland	  	100%
	 Personna International Israel Ltd.
	  	Israel	  	100%
	 Edgewell Personal Care Italy S.r.L.
(fka Energizer Group Italia S.p.A.)
	  	Italy	  	100%
	 Schick Japan Kabushiki Kaisha
	  	Japan	  	100%
	 Edgewell Personal Care Mexico S.A. de C.V.
(fka Eveready de Mexico S.A. de C.V.)
	  	Mexico	  	100%
	 Personna International de Mexico, S.A. de C.V.
	  	Mexico	  	100%
	 Edgewell Personal Care Netherlands B.V.
	  	Netherlands	  	100%
	 Energizer Group Holland, B.V.
	  	Netherlands	  	100%
	 Tropria Holding, B.V.
	  	Netherlands	  	100%
	 Edgewell Personal Care New Zealand ULC
	  	New Zealand	  	100%
	 Carewell Industries, Inc.
	  	New York	  	100%
	 Edgewell Personal Care Peru S.A.
(fka Schick & Energizer Peru S.A.)
	  	Peru	  	100%
	 Edgewell Personal Care Poland sp.zo.o.
	  	Poland	  	100%
	 Energizer Group Portugal Unipessoal, Lda.
	  	Portugal	  	100%
	 Energizer Puerto Rico, Inc.
	  	Puerto Rico	  	100%
	 Edgewell Personal Care Spain, S.L.
	  	Spain	  	100%
	 Edgewell Personal Care Taiwan Ltd., Taiwan Branch
	  	Taiwan	  	100%
	 Edgewell PBG GP
(partnership between EPC UK and Personna CZ)
	  	United Kingdom	  	100% Partnership
	 Edgewell Personal Care UK Limited
	  	United Kingdom	  	100%
	 Edgewell Personal Care Holdings UK Ltd. (fka Energizer Holdings UK Company Ltd.)
	  	United Kingdom	  	100%
	 Edgewell Personal Care Investments UK Ltd. (fka Energizer Investments UK Ltd.)
	  	United Kingdom	  	100%
	 Personna International UK Limited
	  	United Kingdom	  	100%
	 Wilkinson Sword Limited
	  	United Kingdom	  	100%
	 Energizer Group Venezuela, C.A.
	  	Venezuela	  	100%
	 Importadora Schick, C.A.
	  	Venezuela	  	100%
	 Schick de Venezuela, C.A.
	  	Venezuela	  	100%
	 Schick Materia Prima, C.A.
	  	Venezuela	  	100%

  
 * =
Subsidiary Guarantor 







 CONFORMED COPY 

as amended by Omnibus Amendment No. 1 to Credit Agreement and Subsidiary Guaranty, dated 

as of September 25, 2015 

and by Amendment No. 2 to Credit Agreement, dated as of April 26, 2016 

 
  

 
  
 



 
 CREDIT AGREEMENT 

dated as of 
 June 1, 2015

 among 
 EDGEWELL PERSONAL
CARE COMPANY 
 (formerly known as ENERGIZER HOLDINGS, INC.), 

The Subsidiary Borrowers Party Hereto 

The Lenders Party Hereto 

JPMORGAN CHASE BANK, N.A. 
 as
Administrative Agent 
 and 

BANK OF AMERICA, N.A. 
 as
Syndication Agent 
  
  

JPMORGAN CHASE BANK, N.A. and MERRILL LYNCH, PIERCE, FENNER & SMITH 

INCORPORATED 
 as Joint Bookrunners
and Joint Lead Arrangers 
  
  

 







 TABLE OF CONTENTS 
  

									
	 	 	 	  	 	  	Page	 
		
	Article I Definitions	  	 	1	  
				
		 	SECTION 1.01    	  	Defined Terms	  	 	1	  
		 	SECTION 1.02	  	Classification of Loans and Borrowings	  	 	29	  
		 	SECTION 1.03	  	Terms Generally	  	 	29	  
		 	SECTION 1.04	  	Accounting Terms; GAAP; Pro Forma Calculations	  	 	29	  
		 	SECTION 1.05	  	Status of Obligations	  	 	31	  
		
	Article II The Credits	  	 	31	  
				
		 	SECTION 2.01	  	Commitments	  	 	31	  
		 	SECTION 2.02	  	Loans and Borrowings	  	 	31	  
		 	SECTION 2.03	  	Requests for Borrowings	  	 	32	  
		 	SECTION 2.04	  	Intentionally Omitted	  	 	33	  
		 	SECTION 2.05	  	Swingline Loans	  	 	33	  
		 	SECTION 2.06	  	Letters of Credit	  	 	34	  
		 	SECTION 2.07	  	Funding of Borrowings	  	 	38	  
		 	SECTION 2.08	  	Interest Elections	  	 	39	  
		 	SECTION 2.09	  	Termination and Reduction of Commitments	  	 	40	  
		 	SECTION 2.10	  	Repayment and Amortization of Loans; Evidence of Debt	  	 	40	  
		 	SECTION 2.11	  	Prepayment of Loans	  	 	41	  
		 	SECTION 2.12	  	Fees	  	 	41	  
		 	SECTION 2.13	  	Interest	  	 	42	  
		 	SECTION 2.14	  	Alternate Rate of Interest	  	 	43	  
		 	SECTION 2.15	  	Increased Costs	  	 	43	  
		 	SECTION 2.16	  	Break Funding Payments	  	 	45	  
		 	SECTION 2.17	  	Taxes	  	 	45	  
		 	SECTION 2.18	  	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	 	48	  
		 	SECTION 2.19	  	Mitigation Obligations; Replacement of Lenders	  	 	50	  
		 	SECTION 2.20	  	Expansion Option	  	 	51	  
		 	SECTION 2.21	  	Defaulting Lenders	  	 	52	  
		 	SECTION 2.22	  	Designation of Subsidiary Borrowers	  	 	54	  
		
	Article III Representations and Warranties	  	 	54	  
				
		 	SECTION 3.01	  	Organization; Corporate Powers	  	 	54	  
		 	SECTION 3.02	  	Authority	  	 	54	  
		 	SECTION 3.03	  	No Conflict; Governmental Consents	  	 	55	  
		 	SECTION 3.04	  	Financial Statements	  	 	56	  
		 	SECTION 3.05	  	No Material Adverse Change	  	 	56	  
		 	SECTION 3.06	  	Taxes	  	 	56	  
		 	SECTION 3.07	  	Litigation; Loss Contingencies and Violations	  	 	56	  
		 	SECTION 3.08	  	Subsidiaries	  	 	57	  
		 	SECTION 3.09	  	ERISA	  	 	57	  
		 	SECTION 3.10	  	Accuracy of Information	  	 	58	  
		 	SECTION 3.11	  	Securities Activities	  	 	58	  
		 	SECTION 3.12	  	Material Agreements	  	 	58	  
		 	SECTION 3.13	  	Compliance with Laws	  	 	58	  
		 	SECTION 3.14	  	Assets and Properties	  	 	58	  
		 	SECTION 3.15	  	Statutory Indebtedness Restrictions	  	 	59	  
		 	SECTION 3.16	  	Insurance	  	 	59	  
		 	SECTION 3.17	  	Labor Matters	  	 	59	  
		 	SECTION 3.18	  	Environmental Matters	  	 	59	  
		 	SECTION 3.19    	  	Solvency	  	 	60	  


  
 i 









 Table of Contents 

(continued) 
  


									
	 	 	 	  	 	  	Page	 
				
		 	SECTION 3.20    	  	Benefits	  	 	60	  
		 	SECTION 3.21	  	Anti-Corruption Laws and Sanctions	  	 	60	  
		 	SECTION 3.22	  	EEA Financial Institutions	  	 	60	  
		
	Article IV Conditions	  	 	60	  
				
		 	SECTION 4.01	  	Signing Date	  	 	60	  
		 	SECTION 4.02	  	Effective Date	  	 	61	  
		 	SECTION 4.03	  	Each Credit Event	  	 	62	  
		 	SECTION 4.04	  	Additional Subsidiary Borrowers	  	 	63	  
		
	Article V Affirmative Covenants	  	 	63	  
				
		 	SECTION 5.01	  	Reporting	  	 	63	  
		 	SECTION 5.02	  	Corporate Existence	  	 	66	  
		 	SECTION 5.03	  	Corporate Powers; Conduct of Business	  	 	66	  
		 	SECTION 5.04	  	Compliance with Laws	  	 	66	  
		 	SECTION 5.05	  	Payment of Taxes and Claims; Tax Consolidation	  	 	66	  
		 	SECTION 5.06	  	Insurance	  	 	67	  
		 	SECTION 5.07	  	Inspection of Property; Books and Records; Discussions	  	 	67	  
		 	SECTION 5.08	  	ERISA Compliance	  	 	67	  
		 	SECTION 5.09	  	Maintenance of Property	  	 	67	  
		 	SECTION 5.10	  	Environmental Compliance	  	 	67	  
		 	SECTION 5.11	  	Use of Proceeds	  	 	68	  
		 	SECTION 5.12	  	Addition of Subsidiary Guarantors	  	 	68	  
		
	Article VI Negative Covenants	  	 	69	  
				
		 	SECTION 6.01	  	Subsidiary Indebtedness	  	 	69	  
		 	SECTION 6.02	  	Sales of Assets	  	 	70	  
		 	SECTION 6.03	  	Liens	  	 	71	  
		 	SECTION 6.04	  	Investments	  	 	72	  
		 	SECTION 6.05	  	Contingent Obligations	  	 	72	  
		 	SECTION 6.06	  	Conduct of Business; New Subsidiaries; Acquisitions	  	 	73	  
		 	SECTION 6.07	  	Transactions with Shareholders and Affiliates	  	 	74	  
		 	SECTION 6.08	  	Restriction on Fundamental Changes	  	 	74	  
		 	SECTION 6.09	  	Sales and Leasebacks	  	 	74	  
		 	SECTION 6.10	  	Margin Regulations; Use of Proceeds	  	 	74	  
		 	SECTION 6.11	  	ERISA	  	 	74	  
		 	SECTION 6.12	  	Corporate Documents; Separation and Distribution Agreement	  	 	75	  
		 	SECTION 6.13	  	Fiscal Year	  	 	75	  
		 	SECTION 6.14	  	Subsidiary Covenants	  	 	75	  
		 	SECTION 6.15	  	Swap Obligations	  	 	75	  
		 	SECTION 6.16	  	Issuance of Disqualified Stock	  	 	75	  
		 	SECTION 6.17	  	Non-Guarantor Subsidiaries	  	 	76	  
		 	SECTION 6.18	  	Financial Covenants	  	 	76	  
		
	Article VII Events of Default	  	 	76	  
		
	Article VIII The Administrative Agent	  	 	80	  
		
	Article IX Miscellaneous	  	 	82	  
				
		 	SECTION 9.01	  	Notices	  	 	82	  
		 	SECTION 9.02	  	Waivers; Amendments	  	 	84	  
		 	SECTION 9.03    	  	Expenses; Indemnity; Damage Waiver	  	 	86	  


  
 ii 









 Table of Contents 

(continued) 
  


									
	 	 	 	  	 	  	Page	 
				
		 	SECTION 9.04    	  	Successors and Assigns	  	 	87	  
		 	SECTION 9.05	  	Survival	  	 	91	  
		 	SECTION 9.06	  	Counterparts; Integration; Effectiveness; Electronic Execution	  	 	91	  
		 	SECTION 9.07	  	Severability	  	 	91	  
		 	SECTION 9.08	  	Right of Setoff	  	 	92	  
		 	SECTION 9.09	  	Governing Law; Jurisdiction; Consent to Service of Process	  	 	92	  
		 	SECTION 9.10	  	WAIVER OF JURY TRIAL	  	 	92	  
		 	SECTION 9.11	  	Headings	  	 	93	  
		 	SECTION 9.12	  	Confidentiality	  	 	93	  
		 	SECTION 9.13	  	USA PATRIOT Act	  	 	94	  
		 	SECTION 9.14	  	Releases of Subsidiary Guarantors	  	 	94	  
		 	SECTION 9.15	  	Interest Rate Limitation	  	 	94	  
		 	SECTION 9.16	  	No Advisory or Fiduciary Responsibility	  	 	95	  
		 	SECTION 9.17	  	Effect of Signing Date	  	 	95	  
		 	SECTION 9.18	  	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	  	 	95	  
		
	Article X Company Guaranty	  	 	96	  


  
 iii 









 Table of Contents 

(continued) 
  


			
	 	  	Page
		
	SCHEDULES:	  	
		
	 Schedule A – Commitments
	  	
	 Schedule 1.1.1 – Permitted Existing Investments
	  	
	 Schedule 1.1.2 – Permitted Existing Liens
	  	
	 Schedule 1.1.3 – Permitted Existing Contingent Obligations
	  	
	 Schedule 2.06 – Existing Letters of Credit
	  	
	 Schedule 3.03 – Conflicts; Governmental Consents
	  	
	 Schedule 3.07 – Litigation; Loss Contingencies
	  	
	 Schedule 3.08 – Subsidiaries
	  	
	 Schedule 3.18 – Environmental Matters
	  	
	 Schedule 6.07 – Transactions with Shareholders and Affiliates
	  	
		
	EXHIBITS:	  	
		
	Exhibit A – Form of Assignment and Assumption	  	
	Exhibit B-1 – Form of Borrowing Subsidiary Agreement	  	
	Exhibit B-2 – Form of Borrowing Subsidiary Termination	  	
	Exhibit C – Form of Increasing Lender Supplement	  	
	Exhibit D – Form of Augmenting Lender Supplement	  	
	Exhibit E – List of Closing Documents	  	
	Exhibit F – Form of Subsidiary Guaranty	  	
	Exhibit G-1 – Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)	  	
	Exhibit G-2 – Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)	  	
	Exhibit G-3 – Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)	  	
	Exhibit G-4 – Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)	  	
	Exhibit H-1 – Form of Borrowing Request	  	
	Exhibit H-2 – Form of Interest Election Request	  	
	Exhibit I-1 – Form of Revolving Note	  	
	Exhibit I-2 – Form of Term Loan Note	  	


  
 iv 








 CREDIT AGREEMENT (this “Agreement”) dated as of June 1, 2015 among EDGEWELL
PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.), the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A.,
as Syndication Agent. 
 The parties hereto agree as follows: 

ARTICLE I 

Definitions 
 SECTION 1.01
Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “ABR” when used
in reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate. 

“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 (i) acquires any going business or all or substantially all of the assets of any firm, corporation or division thereof, whether through purchase of assets, merger or otherwise or
(ii) 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 securities of a corporation 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. 

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

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

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

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control
with such Person. A Person shall be deemed to control another Person if the controlling Person is the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of
greater than ten percent (10%) or more of any class of voting securities (or other voting interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of Equity Interests, by contract or otherwise. 
 “Agent Party” has the meaning
assigned to such term in Section 9.01(d). 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus  1⁄2 of 1% and (c) the Adjusted LIBO Rate
for a one month Interest Period in Dollars on such day (or if such day is not a 







 
Business Day, the immediately preceding Business Day) plus 1%, provided that the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such
day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the
Prime Rate, the NYFRB or the Adjusted LIBO Rate, respectively. 
 “Amendment No. 1” means that certain Omnibus
Amendment No. 1 to Credit Agreement and Subsidiary Guaranty, dated as of September 25, 2015, by and among the Company, Edgewell Personal Care Brands, LLC, the other Subsidiary Guarantors party thereto, the Lenders party thereto and the
Administrative Agent. 
 “Amendment No. 1 Effective Date” means the date on which the conditions to effectiveness of
Amendment No. 1 shall have been satisfied or waived. 
 “Amendment No. 2” means that certain Amendment No. 2
to Credit Agreement, dated as of April 26, 2016, by and among the Company, the Subsidiary Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent. 

“Amendment No. 2 Effective Date” means the date on which the conditions to effectiveness of Amendment No. 2 shall
have been satisfied or waived. 
 “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction
applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery, anti-money laundering or corruption. 

“Applicable LC Sublimit” means (i) with respect to JPMorgan Chase Bank, N.A. in its capacity as an Issuing Bank under
this Agreement, $10,000,000, (ii) with respect to Bank of America, N.A. in its capacity as an Issuing Bank under this Agreement, $10,000,000, (iii) with respect to The Bank of Tokyo-Mitsubishi UFJ, Ltd. in its capacity as an Issuing Bank
under this Agreement, $10,000,000, (iv) with respect to Citibank, N.A. in its capacity as an Issuing Bank under this Agreement, $10,000,000 and (v) with respect to any other Person that becomes an Issuing Bank pursuant to the terms of this
Agreement, such amount as agreed to in writing by the Company, the Administrative Agent and such Person at the time such Person becomes an Issuing Bank pursuant to the terms of the Agreement; provided that each of the foregoing amounts in clauses
(i) through (v) may be decreased or increased from time to time with the written consent of the Company, the Administrative Agent and the Issuing Banks (provided that any increase in the Applicable LC Sublimit with respect to any Issuing
Bank, or any decrease in the Applicable LC Sublimit to an amount not less than $10,000,000 with respect to any Issuing Bank, shall only require the consent of the Company and such Issuing Bank). 

“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline
Loans, the percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders (if the Revolving Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments); provided that, in the case of Section 2.21 when a Defaulting Lender shall exist, any
such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation and (b) with respect to the Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the
Term Loans and the denominator of which is the aggregate outstanding principal amount of the Term Loans of all Term Lenders. 

  
 2 








 “Applicable Rate” means, for any day, with respect to any Eurodollar Loan or any
ABR Loan or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread”, “ABR Spread” or “Facility Fee Rate”, as the case
may be, based upon the Leverage Ratio applicable on such date: 
  

															
	 	  	 Leverage Ratio:
	  	Eurodollar
Spread	 	 	ABR
Spread	 	 	Facility Fee
Rate	 
	Category 1:	  	£ 2.25 to 1.00	  	 	1.075	% 	 	 	0.075	% 	 	 	0.175	% 
	Category 2:	  	> 2.25 to 1.00 but £ 3.00 to 1.00	  	 	1.30	% 	 	 	0.30	% 	 	 	0.20	% 
	Category 3:	  	> 3.00 to 1.00 but £ 3.50 to 1.00	  	 	1.375	% 	 	 	0.375	% 	 	 	0.25	% 
	Category 4:	  	> 3.50 to 1.00	  	 	1.575	% 	 	 	0.575	% 	 	 	0.30	% 

 For purposes of the foregoing, 

(i) if at any time the Company fails to deliver the Financials on or before the date the Financials are due pursuant to
Section 5.01(a), Category 4 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending on the date which is three (3) Business Days after the Financials are actually
delivered, after which the Category shall be determined in accordance with the table above as applicable; 
 (ii)
adjustments, if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received the applicable Financials (it being understood and agreed that each change in Category shall apply during
the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change); and 

(iii) notwithstanding the foregoing, Category 3 shall be deemed to be applicable until the Administrative Agent’s receipt
of the applicable Financials for the Company’s fiscal quarter ending September 30, 2015 (unless such Financials demonstrate that Category 4 should have been applicable during such period, in which case such other Category shall be deemed
to be applicable during such period) and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs. 

“Approved Fund” has the meaning assigned to such term in Section 9.04(b). 

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

“Attributable Receivables Indebtedness” means, at any time, the principal amount of Indebtedness which (i) if a Permitted
Receivables Facility is structured as a lending agreement or other similar agreement, constitutes the principal amount of such Indebtedness or (ii) if a Permitted Receivables Facility is structured as a purchase agreement or other similar
agreement, would be outstanding at such time under the Permitted Receivables Facility if the same were structured as a lending agreement rather than a purchase agreement or such other similar agreement (whether such amount is described as
“capital” or otherwise). 

  
 3 








 “Augmenting Lender” has the meaning assigned to such term in Section 2.20.

 “Authorized Officer” means any of the chief executive officer, the president, any vice president (including any executive
vice president), the chief financial officer or the treasurer of any Borrower, acting singly. 
 “Availability Period” means
the period from and including the Effective Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in
respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with respect to any EEA Member
Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
Schedule. 
 “Banking Services” means each and any of the following bank services provided to the Company or any Subsidiary
by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value cards, (c) merchant processing services and
(d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services). 

“Banking Services Agreement” means any agreement entered into by the Company or any Subsidiary in connection with Banking
Services. 
 “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good
faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any
contracts or agreements made by such Person. 
 “Benefit Plan” means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan or Foreign Pension Plan) in respect of which the Company or any other member of the Controlled Group is, or within the immediately preceding six (6) years was, an “employer” as defined in
Section 3(5) of ERISA. 
 “Board” means the Board of Governors of the Federal Reserve System of the United States of
America. 
 “Borrower” means the Company or any Subsidiary Borrower. 

  
 4 








 “Borrowing” means (a) Revolving Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, (b) a Term Loan of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to
which a single Interest Period is in effect or (c) a Swingline Loan. 
 “Borrowing Request” means a request by any
Borrower for a Borrowing in accordance with Section 2.03 in the form attached hereto as Exhibit H-1. 
 “Borrowing
Subsidiary Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit B-1. 
 “Borrowing
Subsidiary Termination” means a Borrowing Subsidiary Termination substantially in the form of Exhibit B-2. 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Chicago, Illinois and
New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in
Dollars in the London interbank market. 
 “Capital Stock” means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether
general or limited) and (iv) 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. 

“Capitalized Lease” of a Person means any lease of property by such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with GAAP. 
 “Capitalized Lease Obligations” of a Person means the amount of
the obligations of such Person under Capitalized Leases which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP. 

“CFC” means a “controlled foreign corporation” within the meaning of section 957 of the Code. 

“Change in Control” means an event or series of events by which: 

(i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of thirty percent (30%) or more of the voting power of the then outstanding Equity Interests of the Company
entitled to vote generally in the election of the directors of the Company; 
 (ii) during any period of 12 consecutive calendar months, the
board of directors of the Company shall cease to have as a majority of its members individuals who either: 
 (a) were directors of the
Company on the first day of such period, or 
 (b) were elected or nominated for election to the board of directors of the Company at the
recommendation of or other approval by at least a majority of the directors then still in office at the time of such election or nomination who were directors of the Company on the first day of such period, or whose election or nomination for
election was so approved; 

  
 5 








 (iii) other than as a result of a transaction not prohibited under the terms of this Agreement,
the Company (a) shall cease to own, of record and beneficially, with sole voting and dispositive power, 100% of the outstanding shares of Equity Interests of each of the Subsidiary Guarantors or (b) shall cease to have the power, directly
or indirectly, to elect all of the members of the board of directors (or other governing body) of each of the Subsidiary Guarantors; 
 (iv)
other than as a result of a transaction not prohibited under the terms of this Agreement, the Company consolidates with or merges into another corporation or conveys, transfers or leases all or substantially all of its property to any Person, or any
corporation consolidates with or merges into the Company, in either event pursuant to a transaction in which the outstanding Equity Interests of the Company are reclassified or changed into or exchanged for cash, securities or other property; or

 (v) the Company shall cease to own, of record and beneficially, with sole voting and dispositive power, 100% of the outstanding shares of
Equity Interests of any Subsidiary Borrower (unless all Loans made to such Subsidiary Borrower are concurrently repaid in full and such Subsidiary Borrower’s status as a Subsidiary Borrower has been concurrently terminated pursuant to
Section 2.22). 
 “Change in Law” means the occurrence, after the date of this Agreement (or with respect to any
Lender, if later, the date on which such Lender becomes a Lender), 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, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline, requirement or directive (whether or not having the force of law) by any
Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives
thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and 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. 
 “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans, Term Loans or Swingline Loans. 
 “Code” means the Internal Revenue Code of
1986, as amended. 
 “Commitment” means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and
Term Loan Commitment. The initial amount of each Lender’s Commitment is set forth on Schedule A (as amended by Amendment No. 2), or in the Assignment and Assumption or other documentation contemplated hereby pursuant to which
such Lender shall have assumed its Commitment, as applicable. 
 “Commodity Exchange Act” means the Commodity Exchange Act
(7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 
 “Communications” has the meaning
assigned to such term in Section 9.01(d). 

  
 6 








 “Company” means Edgewell Personal Care Company (formerly known as Energizer
Holdings, Inc.). 
 “Company Guaranteed Obligations” has the meaning assigned to such term in Article X. 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes. 
 “Consolidated Assets” means the total assets of the Company and its
Subsidiaries on a consolidated basis. 
 “Consolidated Domestic Assets” means the total assets of the Company and each of
its consolidated Domestic Subsidiaries. 
 “Consolidated Net Worth” means, as of any date, all amounts which would be
included under shareholders’ equity (including capital stock, additional paid-in capital and retained earnings) on the consolidated balance sheet for the Company and its consolidated Subsidiaries determined in accordance with GAAP. 

“Consolidated Tangible Assets” means, as of any date of determination thereof, Consolidated Assets of the Company and its
Subsidiaries minus the Intangible Assets of the Company and its Subsidiaries on such date. 
 “Consolidated Total
Capitalization” means, as of any date, the sum of (i) Indebtedness of the Company and its consolidated Subsidiaries and (ii) Consolidated Net Worth, all determined in accordance with GAAP. 

“Contaminant” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or
petroleum-derived substance or waste, toxic mold, asbestos or polychlorinated biphenyls (“PCBs”), and includes but is not limited to these terms as defined in Environmental, Health or Safety Requirements of Law. 

“Contingent Obligation”, as applied to any Person, means any Contractual Obligation, contingent or otherwise, of that Person
with respect to 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 guaranteed, 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 present value of the portion of the obligation so guaranteed or otherwise supported, in the case of known recurring obligations, and the maximum reasonably anticipated liability in respect of the portion of the obligation so guaranteed or
otherwise supported assuming such Person is required to perform thereunder, in all other cases. 
 “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 

  
 7 








 
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. Without in any way limiting the foregoing, as used with respect to the
Company or any of its Subsidiaries, Contractual Obligations shall include, without limitation, the Financing Facilities and any instruments, documents or agreements executed or delivered in connection therewith by which the Company or such
Subsidiaries are bound. 
 “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto. 

“Controlled Group” means the group consisting of (i) any corporation which is a member of the same controlled group of
corporations (within the meaning of Section 414(b) of the Code) as the Company; (ii) a partnership or other trade or business (whether or not incorporated) which is under common control (within the meaning of Section 414(c) of the
Code) with the Company; and (iii) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Company, any corporation described in clause (i) above or any partnership or trade or
business described in clause (ii) above. 
 “Credit Event” means a Borrowing, the issuance, amendment, renewal
or extension of a Letter of Credit, an LC Disbursement or any of the foregoing. 
 “Credit Exposure” means, as to any Lender
at any time, the sum of (a) such Lender’s Revolving Credit Exposure at such time, plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time. 

“Credit Party” means the Administrative Agent, each Issuing Bank, the Swingline Lender or any other Lender. 

“Customary Permitted Liens” means: 

(i) Liens imposed by law for Taxes (x) that are not yet delinquent or (y) the validity or amount of which is being contested in good
faith by appropriate proceedings and for which the Company or its Subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP; 

(ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law (other than
any Lien imposed pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or a violation of Section 436 of the Code), arising in the ordinary course of business and securing obligations that are not overdue by more than 30
days or are being contested in compliance with Section 5.05; 
 (iii) pledges and deposits made in the ordinary course of business in
compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; 
 (iv) pledges and
deposits made to secure the performance of bids, trade contracts (other than Indebtedness for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations
of a like nature, in each case in the ordinary course of business; 
 (v) judgment liens in respect of judgments that do not constitute a
Default under clause (h) of Article VII; 

  
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 (vi) easements, zoning restrictions, rights-of-way, site plan agreements, development agreements,
operating agreements, cross-easement agreements, reciprocal easement agreements and encumbrances, applicable laws and municipal ordinances, building codes, covenants, conditions, rights, waivers, reservations, restrictions, encroachments, agreements
and other similar matters of fact or record and matters that would be disclosed by a survey or inspection of any real property and exceptions to title on real property that do not secure any monetary obligations and do not materially detract from
the value of the affected property or materially interfere with the ordinary conduct of business of the Company or any Subsidiary or the ordinary operation of such real property; 

(vii) customary rights of setoff upon deposits of cash in favor of banks and other depository institutions and Liens of a collecting bank
arising under the UCC in respect of payment items in the course of collection; 
 (viii) Liens arising from precautionary UCC financing
statement filings (or similar filings under applicable law) regarding operating leases or consignments; 
 (ix) Liens representing any
interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee, in the property subject to any lease (other than Capitalized Lease Obligations), license or sublicense or concession agreement
permitted by this Agreement; 
 (x) Liens arising in the ordinary course of business in favor of customs and forwarding agents and similar
Persons in respect of imported goods and merchandise in the custody of such Persons; 
 (xi) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 
 (xii) Liens or
rights of setoff against credit balances of the Company or any Subsidiary with credit card issuers or credit card processors to secure obligations of the Company or such Subsidiary, as the case may be, to any such credit card issuer or credit card
processor incurred in the ordinary course of business as a result of fees and chargebacks; 
 (xiii) other Liens that are contractual rights
of set-off; 
 (xiv) Liens of landlords on fixtures, equipment and movable property located on leased premises and utility easements,
building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which arise in the ordinary course of business; and 

(xv) Liens (including, without limitation and to the extent constituting Liens, negative pledges) on intellectual property arising from
intellectual property licenses entered into in the ordinary course of business; 
 provided that the term “Customary Permitted Liens”
shall not include any Lien securing Indebtedness (other than Indebtedness arising solely by operation of clause (c) of the definition thereof). 

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

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

“Disqualified Stock” means any preferred stock and 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 Revolving Maturity Date. 
 “Disregarded Domestic
Person” means a Subsidiary of the Company (a) incorporated under the laws of any jurisdiction in the United States and (b) that either (i) has no material assets other than equity interests of one or more CFCs, does not
conduct any business or activity other than the ownership of such equity interests and does not incur, and is not otherwise liable for, any indebtedness or other liabilities, or (ii) is a direct or indirect Subsidiary of a CFC. 

“DOL” means the United States Department of Labor and any Person succeeding to the functions thereof. 

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

“Domestic Subsidiary” means a Subsidiary of the Company that is incorporated under the laws of any jurisdiction in the United
States and that is not a Disregarded Domestic Person. 
 “Dutch Credit Agreement” means that certain Credit Agreement, dated
as of June 12, 2015, among the Company, as guarantor, Edgewell Personal Care Netherlands BV, as borrower, the institutions from time to time parties thereto as lenders, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as the administrative agent,
evidencing Indebtedness in an aggregate principal amount not to exceed $300,000,000, as amended by that certain Amendment No. 1 to Credit Agreement dated as of September 25, 2015, and as the same may be further amended, restated,
supplemented, modified, extended, or refinanced or replaced, from time to time in a manner that is not materially adverse to the interests of the Lenders. 

“EBIT” 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 (i) Net Income, plus (ii)

  
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Interest Expense to the extent deducted in computing Net Income, plus (iii) charges against income for foreign, federal, state and local taxes to the extent deducted in computing Net
Income, plus (iv) non-cash charges (except any non-cash charges that require accrual of a reserve for anticipated future cash payments for any period) to the extent deducted in computing Net Income, plus (v) other
extraordinary, unusual or non-recurring charges, losses or expenses to the extent deducted in computing Net Income (provided, that the cash portion of such losses or expenses shall not exceed $25,000,000 during any period of four consecutive
fiscal quarters), plus (vi) fees and expenses related to the issuance of Indebtedness or Equity Interests, Permitted Acquisitions, Investments permitted pursuant to Section 6.04 and dispositions permitted pursuant to
Section 6.02, to the extent deducted in computing Net Income, plus (vii) restructuring charges, accruals, reserves and business optimization expenses (subject to the limits on the amount thereof described in Section 1.04(b))
minus (viii) extraordinary gains to the extent added in computing Net Income. In the event that the Company or any Subsidiary shall have completed an Acquisition or disposition since the beginning of the relevant Reference Period,
computations of EBIT shall be determined for such period on a Pro Forma Basis in accordance with Section 1.04(b); provided that, notwithstanding the foregoing, for all purposes hereunder, EBIT for the fiscal quarters ended September 30,
2014, December 31, 2014 and March 31, 2015 attributable to the Company and Persons that are Subsidiaries of the Company on the Effective Date shall be deemed to be equal to $98,300,000, $94,200,000 and $140,400,000, respectively. 

“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 (i) EBIT, plus (ii) depreciation expense to the extent deducted in computing Net Income, plus (iii) amortization expense, including, without limitation, amortization of goodwill and other
intangible assets, to the extent deducted in computing Net Income. In the event that the Company or any Subsidiary shall have completed an Acquisition or disposition since the beginning of the relevant Reference Period, computations of EBITDA shall
be determined for such period on a Pro Forma Basis in accordance with Section 1.04(b); provided that, notwithstanding the foregoing, for all purposes hereunder, EBITDA for the fiscal quarters ended September 30,
2014, December 31, 2014 and March 31, 2015 attributable to the Company and Persons that are Subsidiaries of the Company on the Effective Date shall be deemed to be equal to $123,800,000, $118,000,000 and $161,600,000, respectively.

 “ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange
Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC. 

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

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

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

“Effective Date” has the meaning assigned to such term in Section 4.02. 

  
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 “Electronic Signature” means an electronic sound, symbol, or process attached
to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or
hosted by the Administrative Agent, any Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system. 

“Environmental, Health or Safety Requirements of Law” means all applicable foreign, federal, state and local laws or
regulations relating to or addressing pollution or protection of the environment, human health and safety in respect of exposure to hazardous substances, or protection of worker health or safety, including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et seq., and the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
§ 6901 et seq., in each case including any amendments thereto, any successor statutes, and any regulations promulgated thereunder, and any state or local equivalent thereof. 

“Environmental Lien” means a lien in favor of any Governmental Authority for (a) any liability under Environmental,
Health or Safety Requirements of Law, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment. 

“Environmental Property Transfer Act” means any applicable requirement of law that conditions, restricts, prohibits or
requires any notification or disclosure triggered by the closure of any property or the transfer, sale or lease of any property or deed or title for any property for environmental reasons, including, but not limited to, any so-called
“Industrial Site Recovery Act” or “Responsible Property Transfer Act.” 
 “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, including (unless the context
otherwise requires) any rules or regulations promulgated thereunder. 
 “EU Bail-In Legislation Schedule” means the EU
Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. 

“Eurodollar” when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing,
bears interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Event of Default” has the meaning assigned
to such term in Article VII. 
 “Excluded Swap Obligation” means, with respect to any Loan Party, any Specified Swap
Obligation if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any guarantee thereof) is or becomes illegal under
the Commodity Exchange Act or any rule, regulation or order of the 

  
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Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the
guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall
apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case
of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by any Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment
or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA. 

“Existing Credit Agreement” means that certain Amended and Restated Revolving Credit Agreement, dated as of May 6, 2011,
by and among the Company, certain lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended prior to the Effective Date. 

“Existing Letters of Credit” has the meaning assigned to such term in Section 2.06(a). 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code. 

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds
transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate;
provided, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Final Release Conditions” has the meaning assigned to such term in Section 9.14(c). 

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.

 “Financials” means the annual or quarterly financial statements, and accompanying certificates and other documents, of
the Company and its Subsidiaries required to be delivered pursuant to Section 5.01(a)(1) or 5.01(a)(2). 

  
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 “Financing Facilities” means any Permitted Receivables Facility, any Permitted
Financing Facility and the facility evidenced by the Dutch Credit Agreement. 
 “Foreign Competition Laws” means competition
and foreign investment laws and regulations of any jurisdiction outside the United States. 
 “Foreign Employee Benefit
Plan” means any employee benefit plan as defined in Section 3(3) of ERISA which is maintained or contributed to for the benefit of the employees of the Company or any member of the Controlled Group, but which is not covered by ERISA
pursuant to Section 4(b)(4) of ERISA. 
 “Foreign Lender” means a Lender that is not a U.S. Person. 

“Foreign Pension Plan” means any employee pension benefit plan (as defined in Section 3(2) of ERISA) which (i) is
maintained or contributed to for the benefit of employees of the Company or any other member of the Controlled Group, (ii) is not covered by ERISA pursuant to Section 4(b)(4) thereof and (iii) under applicable local law, is required
to be funded through a trust or other funding vehicle. 
 “Foreign Subsidiary” means a Subsidiary of the Company that is not
a Domestic Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States of America. 

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government. 
 “Holders of Obligations” means the holders of the Obligations from time to time and shall include their
respective successors, transferees and assigns. 
 “Impacted Interest Period” has the meaning assigned to such term in the
definition of “LIBO Rate”. 
 “Increasing Lender” has the meaning assigned to such term in Section 2.20. 

“Incremental Term Loan” has the meaning assigned to such term in Section 2.20. 

“Incremental Term Loan Amendment” has the meaning assigned to such term in Section 2.20. 

“Indebtedness” of any Person means, without duplication, such Person’s (a) obligations for borrowed money,
(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), which purchase price is due
more than six (6) months from the date of incurrence of the obligation in respect thereof, provided that the related obligations are not interest bearing, (c) obligations, whether or not assumed, secured by Liens 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) Capitalized Lease Obligations, (f) Contingent


  
 14 








 
Obligations in respect of Indebtedness, (g) obligations with respect to letters of credit, (h) Off-Balance Sheet Liabilities, (i) Attributable Receivables Indebtedness and
(j) Disqualified Stock. The amount of Indebtedness of any Person at any date shall be without duplication (1) 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 (2) 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. Notwithstanding anything to the contrary in this definition, the term “Indebtedness” shall not include (i) deferred or prepaid revenue,
(ii) purchase price holdbacks to satisfy warranty or other unperformed obligations of a seller, (iii) obligations arising under any Swap Agreement, or (iv) contingent or deferred payment obligations (including, without limitation, any
purchase price adjustments, indemnification obligations, reimbursement obligations, funding or investment commitments, or earn-out, non-compete, consulting, royalty, milestone, option, development or other incentive payment obligations), except to
the extent that the amount payable pursuant to such contingent or deferred payment obligation is, or becomes, reasonably determinable, with respect to any Acquisition, disposition, other acquisition of assets or other business combination. 

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

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b). 

“Information Memorandum” means the Confidential Information Memorandum dated May 2015 relating to the Company and the
Transactions. 
 “Intangible Assets” means the aggregate amount, for the Company and its Subsidiaries on a consolidated
basis, of all assets classified as intangible assets under GAAP, including, without limitation, customer lists, acquired technology, goodwill, computer software, trademarks, patents, copyrights, organization expenses, franchises, licenses, trade
names, brand names, mailing lists, catalogs, unamortized debt discount and capitalized research and development costs. 
 “Interest
Election Request” means a request by the applicable Borrower to convert or continue a Borrowing in accordance with Section 2.08 in the form attached hereto as Exhibit H-2. 

“Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Subsidiaries, whether
paid or accrued, including, without duplication, Off-Balance Sheet Liabilities (including Receivables Facility Financing Costs) and the interest component of Capitalized Leases, all as determined in conformity with GAAP. In the event that the
Company or any Subsidiary shall have completed an Acquisition or disposition since the beginning of the relevant Reference Period, computations of Interest Expense shall be determined for such period on a Pro Forma Basis in accordance with
Section 1.04(b); provided that notwithstanding the foregoing, for all purposes hereunder, Interest Expense for the fiscal quarters ended September 30, 2014, December 31, 2014 and March 31, 2015 attributable to the Company
and Persons that are Subsidiaries of the Company on the Effective Date shall be deemed to be equal to $15,500,000 for each such fiscal quarter. 

“Interest Expense Coverage Ratio” is defined in Section 6.18(b) hereof. 

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March,
June, September and December and the Revolving Maturity Date, or Term Loan Maturity Date, as applicable (b) with respect to any Eurodollar Loan, the last day of the 

  
 15 








 
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day
prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Revolving Maturity Date or Term Loan Maturity Date, as applicable and (c) with respect to
any Swingline Loan, the day that such Loan is required to be repaid and the Revolving Maturity Date. 
 “Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or such other period
thereafter as may be agreed to between the applicable Borrower and the Administrative Agent and consented to by all Lenders), as the applicable Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day
and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period)
shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing. 
 “Interpolated Rate” means, at any time, for any Interest Period, the
rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for
the longest period (for which the LIBOR Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is available
for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time. 
 “Investment” means,
with respect to any Person, (i) any purchase or other acquisition by that Person of any Indebtedness, Equity Interests or other securities, or of a beneficial interest in any Indebtedness, Equity Interests or other securities, issued by any
other Person, (ii) any purchase by that Person of all or substantially all of the assets of a business conducted by another Person, and (iii) any loan, advance (other than deposits with financial institutions available for withdrawal on
demand, prepaid expenses, accounts receivable, advances to employees and similar items made or incurred in the ordinary course of business) or capital contribution by that Person to any other Person, including all Indebtedness to such Person arising
from a sale of property by such Person other than in the ordinary course of its business. 
 “IRS” means the United States
Internal Revenue Service. 
 “Issuing Bank” means each of (i) JPMorgan Chase Bank, N.A., (ii) Bank of America,
N.A., (iii) The Bank of Tokyo-Mitsubishi UFJ, Ltd. and (iv) Citibank, N.A., each in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). The Issuing Bank may, in
its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

 “LC Collateral Account” has the meaning assigned to such term in Section 2.06(j). 

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit. 

  
 16 








 “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the applicable Borrower at such time. The LC Exposure of any Revolving Lender at
any time shall be its Applicable Percentage of the total LC Exposure at such time. 
 “Lender Parent” means, with respect to
any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary. 
 “Lenders” means the Persons
listed on Schedule A and any other Person that shall have become a Lender hereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption or other documentation contemplated hereby, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks. 

“Letter of Credit” means any letter of credit issued pursuant to this Agreement. 

“Leverage Ratio” is defined in Section 6.18(a) hereof. 

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period, the London interbank offered
rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters
screen or, in the event such rate does not appear on either of such Reuters pages, 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 selected by the Administrative Agent from time to time in its reasonable discretion (in each case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of
such Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that if a LIBOR Screen Rate shall not be
available at such time for such Interest Period (the “Impacted Interest Period”), then the LIBO Rate for such Interest Period shall be the Interpolated Rate; provided, that, if any Interpolated Rate shall be less than zero, such
rate shall be deemed to be zero for the purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14. 

“LIBOR Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate”. 

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or
preference, priority or security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention
agreement). 
 “Loan Documents” means this Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary
Termination, any promissory notes issued pursuant to Section 2.10(e), any Letter of Credit applications, the Subsidiary Guaranty, and any and all other agreements, instruments, documents and certificates identified in Sections 4.01 or 4.02
executed or delivered to, or in favor of, the Administrative Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether
heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the


  
 17 








 
transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative. 

“Loan Parties” means, collectively, the Borrowers and the Subsidiary Guarantors. 

“Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement. 

“Margin Stock” shall have the meaning ascribed to such term in Regulation U. 

“Material Adverse Effect” means a material adverse effect upon (a) the business, assets, operations or financial
condition of the Company and its Subsidiaries, taken as a whole, (b) the ability of the Company and its Subsidiaries, taken as a whole, to perform their obligations under the Loan Documents in any material respect, or (c) the validity or
enforceability, in all material respects, of any of the Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder (excluding, in the case of each of the foregoing clauses (a), (b) or (c), the occurrence of
the Spin-Off Transaction). 
 “Material Domestic Subsidiary” means (i) each Subsidiary Borrower and (ii) each
other consolidated Subsidiary (other than any SPV) of the Company (a) that is a Domestic Subsidiary and (b) the total assets of which exceed, as at the end of any calendar quarter or, in the case of consummation of a Permitted Acquisition,
at the time of consummation of such Permitted Acquisition (calculated by the Company on a Pro Forma Basis taking into account the consummation of such Permitted Acquisition), three percent (3.0%) of the Consolidated Domestic Assets of the
Company and its consolidated Subsidiaries (other than SPVs). 
 “Material Foreign Subsidiary” means each consolidated
Subsidiary (other than any SPV) of the Company (a) that is a Foreign Subsidiary and (b) the total assets of which exceed, as at the end of any calendar quarter or, in the case of consummation of a Permitted Acquisition, at the time of
consummation of such Permitted Acquisition (calculated by the Company on a Pro Forma Basis taking into account the consummation of such Permitted Acquisition), five percent (5.0%) of the Consolidated Assets of the Company and its consolidated
Subsidiaries (other than SPVs). 
 “Material Indebtedness” means (a) any Indebtedness evidenced by the Financing
Facilities or (b) any other Indebtedness (other than the Indebtedness hereunder) of a single class with an aggregate outstanding principal amount equal to or greater than $50,000,000. 

“Material Subsidiaries” means each Material Domestic Subsidiary and Material Foreign Subsidiary. 

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is, or within
the immediately preceding six (6) years was, contributed to by either the Company or any member of the Controlled Group. 
 “Net
Income” means, for any period, the net earnings (or loss) after taxes of the Company and its Subsidiaries on a consolidated basis for such period determined in conformity with GAAP. 

“NYFRB” means the Federal Reserve Bank of New York. 

  
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 “NYFRB Rate” means, for any day, the greater of (a) the Federal Funds
Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for
any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected
by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“New Subsidiary” means a Subsidiary created, acquired in a Permitted Acquisition or capitalized after the Effective Date. 

“Non-ERISA Commitments” means 

(i) each pension, medical, dental, life, accident insurance, disability, group insurance, sick leave, profit sharing, deferred compensation,
bonus, stock option, stock purchase, retirement, savings, severance, stock ownership, performance, incentive, hospitalization or other insurance, or other welfare, benefit or fringe benefit plan, policy, trust, understanding or arrangement of any
kind; and 
 (ii) each employee collective bargaining agreement and each agreement, understanding or arrangement of any kind, with or for the
benefit of any present or prior officer, director, employee or consultant (including, without limitation, each employment, compensation, deferred compensation, severance or consulting agreement or arrangement and any agreement or arrangement
associated with a change in ownership of the Company or any member of the Controlled Group); 
 to which the Company or any member of the
Controlled Group is a party or with respect to which the Company or any member of the Controlled Group is or will be required to make any payment other than any Plans. 

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and
unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), obligations and liabilities of any of the Company and its Subsidiaries to any of the Lenders, the Administrative Agent, the Issuing Banks or any indemnified party, individually or collectively, existing on
the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred
under this Agreement or any of the other Loan Documents or to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement or in respect of any of the Loans made or reimbursement or other obligations incurred or
any of the Letters of Credit or other instruments at any time evidencing any thereof; provided that the definition of “Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any
Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party. 

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury. 

“Off-Balance Sheet Liabilities” of a Person means, without duplication, (a) any Attributable Receivables Indebtedness and
repurchase obligation or liability of such Person or any of its Subsidiaries with respect to Receivables or notes receivable sold by such Person or any of its Subsidiaries (calculated to include the unrecovered investment of purchasers or
transferees of Receivables or notes 

  
 19 








 
receivable or any other obligation of any Borrower or such transferor to purchasers/transferees of interests in Receivables or notes receivables or the agent for such purchasers/transferees),
(b) any liability under any sale and leaseback transactions which do not create a liability on the consolidated balance sheet of such Person, (c) any liability under any financing lease or so-called “synthetic” lease transaction,
or (d) any obligations arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheets of such Person and its
Subsidiaries. 
 “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or
former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19). 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar
borrowings by U.S.–managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB
as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate). 

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

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

“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing
similar functions. 
 “Permitted Acquisition” is defined in Section 6.06 hereof. 

“Permitted Existing Contingent Obligations” means the Contingent Obligations of the Company and its Subsidiaries as of the
Effective Date identified on Schedule 1.1.3 to this Agreement. 
 “Permitted Existing Investments” means the
Investments of the Company and its Subsidiaries as of the Effective Date identified on Schedule 1.1.1 to this Agreement. 

“Permitted Existing Liens” means the Liens on assets of the Company and its Subsidiaries as of the Effective Date identified
on Schedule 1.1.2 to this Agreement. 
 “Permitted Financing Facility” means any financing agreement (other than any
Permitted Receivables Facility and the Dutch Credit Agreement) under which the Company or any of its 

  
 20 








 
Subsidiaries incurs or assumes (including in connection with a Permitted Acquisition) Indebtedness permitted by the terms of this Agreement, together with any guarantees of such Indebtedness
permitted hereunder (if any) and any other instruments, documents and agreements executed or delivered in connection therewith, as such Permitted Financing Facility may be amended, restated, supplemented, modified, extended, refinanced or replaced
from time to time in a manner that is permitted by the terms of this Agreement and is not materially adverse to the interests of the Lenders. 

“Permitted Receivables Facility” means a receivables facility or facilities created under the Permitted Receivables Facility
Documents, providing for the sale, transfer and/or pledge by the Company and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets (thereby providing financing to the Company and/or the Receivables Sellers) to a SPV
(either directly or through another Receivables Seller), which in turn shall sell, transfer and/or pledge interests in the respective Permitted Receivables Facility Assets to third-party lenders or investors pursuant to the Permitted Receivables
Facility Documents (with the SPV permitted to issue or convey purchaser interests, investor certificates, purchased interest certificates or other similar documentation evidencing interests in the Permitted Receivables Facility Assets) in return for
the cash used by such SPV to acquire the Permitted Receivables Facility Assets from the Company and/or the respective Receivables Sellers, in each case as more fully set forth in the Permitted Receivables Facility Documents; provided that the
aggregate amount of Indebtedness or Attributable Receivables Indebtedness in connection therewith shall not exceed $100,000,000 at any time. 

“Permitted Receivables Facility Assets” means Receivables (whether now existing or arising in the future) of the Receivables
Sellers which are transferred, sold and/or pledged to a SPV pursuant to a Permitted Receivables Facility and any related Permitted Receivables Related Assets which are also so transferred, sold and/or pledged to the SPV and all proceeds thereof.

 “Permitted Receivables Facility Documents” means each of the documents and agreements entered into in connection with any
Permitted Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests or the incurrence of loans, as applicable, all of which documents and agreements shall
be in form and substance reasonably satisfactory to the Administrative Agent, in each case as such documents and agreements may be amended, modified, supplemented, refinanced or replaced from time to time so long as (i) any such amendments,
modifications, supplements, refinancings or replacements do not impose any conditions or requirements on the Company or any Subsidiary that are more restrictive in any material respect than those in existence immediately prior to any such amendment,
modification, supplement, refinancing or replacement unless otherwise consented to by the Administrative Agent, (ii) any such amendments, modifications, supplements, refinancings or replacements are not adverse in any material respect to the
interests of the Lenders unless otherwise consented to by the Administrative Agent and (iii) any such amendments, modifications, supplements, refinancings or replacements are otherwise in form and substance reasonably satisfactory to the
Administrative Agent. 
 “Permitted Receivables Related Assets” means any assets that are customarily sold, transferred
and/or pledged or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables and any collections or proceeds of any of the foregoing (including,
without limitation, lock-boxes, deposit accounts, records in respect of Receivables and collections in respect of Receivables). 

“Permitted Receivables Transfer” means (i) a sale or other transfer by a Receivables Seller to a SPV of Receivables and
Permitted Receivables Related Assets for fair market value and without recourse (except for limited recourse typical of such structured finance transactions), and/or (ii) a sale or other transfer by a SPV to (a) purchasers of or other
investors in such Receivables and Permitted 

  
 21 








 
Receivables Related Assets or (b) any other Person (including a SPV) in a transaction in which purchasers or other investors purchase or are otherwise transferred such Receivables and
Permitted Receivables Related Assets, in each case pursuant to and in accordance with the terms of the Permitted Receivables Facility Documents. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means an employee benefit plan defined in Section 3(3)
of ERISA in respect of which the Company or any member of the Controlled Group is, or within the immediately preceding six (6) years was, an “employer” as defined in Section 3(5) of ERISA. 

“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system. 

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its
prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 

“Pro Forma Basis” means, with respect to compliance with any test, covenant or calculation of any ratio hereunder, the
determination or calculations of such test, covenant or ratio on a pro forma basis in accordance with Section 1.04(b). 

“Qualified Cash” means, as of any date of determination, the lesser of (i) the aggregate amount of Indebtedness (not
exceeding the lesser of $350,000,000 and the U.S. Dollar equivalent amount of the aggregate commitments in effect at any time under the Dutch Credit Agreement) then outstanding under any credit facility in favor of any of the Company’s
Foreign Subsidiaries and (ii) the aggregate amount of unrestricted cash and cash equivalents held by the Company’s Foreign Subsidiaries which is legally and otherwise available for repayment of such Indebtedness (net of Taxes or other
expenses that would be incurred if such amounts were actually applied to repay such Indebtedness). 
 “Receivable(s)” means
and includes all of the Company’s and its Subsidiaries’ presently existing and hereafter arising or acquired accounts, accounts receivable, and all present and future rights of the Company and its Subsidiaries to payment for goods sold or
leased or for services rendered (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 Financing Costs” means such portion of the cash fees, service charges, and other costs, as well as all
collections or other amounts retained by purchasers of receivables pursuant to a receivables purchase facility, which are in excess of amounts paid to the Company and its consolidated Subsidiaries under any receivables purchase facility for the
purchase of receivables pursuant to such facility and are the equivalent of the interest component of the financing if the transaction were characterized as an on-balance sheet transaction. 

“Receivables Sellers” means the Company and those Subsidiaries that are from time to time party to the Permitted Receivables
Facility Documents (other than any SPV). 

  
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 “Recipient” means (a) the Administrative Agent, (b) any Lender and
(c) any Issuing Bank, as applicable. 
 “Reference Period” has the meaning assigned to such term in
Section 1.04(b). 
 “Register” has the meaning assigned to such term in Section 9.04(b). 

“Regulation D” means Regulation D of the Board as from time to time in effect and any successor thereto or other regulation or
official interpretation of said Board relating to reserve requirements applicable to member banks of the Federal Reserve System. 

“Regulation T” means Regulation T of the Board as from time to time in effect and any successor or other regulation or
official interpretation of said Board relating to the extension of credit by and to brokers and dealers of securities for the purpose of purchasing or carrying margin stock (as defined therein). 

“Regulation U” means Regulation U of the Board as from time to time in effect and any successor or other regulation or
official interpretation of said Board relating to the extension of credit by banks, non-banks and non-broker lenders for the purpose of purchasing or carrying Margin Stock applicable to member banks of the Federal Reserve System. 

“Regulation X” means Regulation X of the Board as from time to time in effect and any successor or other regulation or
official interpretation of said Board relating to the extension of credit by foreign lenders for the purpose of purchasing or carrying margin stock (as defined therein). 

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors,
officers, employees, agents, advisors and representatives of such Person and such Person’s Affiliates. 
 “Release”
means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the environment, including the movement of Contaminants through or in the air, soil, surface water or groundwater.

 “Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under
such section, with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days after such event occurs. 

“Required Lenders” means, subject to Section 2.21, at any time, Lenders having Credit Exposures and unused Commitments
representing more than 50% of the sum of the Total Credit Exposures and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the Loans
become due and payable pursuant to Article VII or the Commitments expire or terminate, then, as to each Lender, clause (a) of the definition of Swingline Exposure shall only be applicable for purposes of determining its Revolving Credit
Exposure to the extent such Lender shall have funded its participation in the outstanding Swingline Loans. 
 “Requirements of
Law” means, as to any Person, the charter and by-laws or other organizational or governing documents of such Person, and any law, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject including, 

  
 23 








 
without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, the Hart-Scott-Rodino Antitrust Improvements Act, as amended, Foreign Competition Laws, Regulations T, U and
X, ERISA, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, Americans with Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance, building, environmental or land use requirement or permit or
environmental, labor, employment, occupational safety or health law, rule or regulation, including Environmental, Health or Safety Requirements of Law. 

“Revolving Commitment” means, with respect to each Revolving Lender, the commitment of such Revolving Lender, if any, to make
Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Revolving Lender’s Revolving Credit Exposure hereunder, as such
commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.20 or (c) reduced or increased from time to time pursuant to the assignments by or
to such Revolving Lender pursuant to Section 9.04. The amount of each Revolving Lender’s Revolving Commitment as of the Amendment No. 2 Effective Date is set forth on Schedule A (as amended by Amendment No. 2), and otherwise may
be reflected in the Assignment and Assumption or other documentation contemplated hereby pursuant to which such Revolving Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Revolving Commitments as of the Amendment
No. 2 Effective Date is $650,000,000. 
 “Revolving Credit Exposure” means, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time. 

“Revolving Lender” means, as of any date of determination, each Lender that has a Revolving Commitment or, if the Revolving
Commitments have terminated or expired, a Lender with Revolving Credit Exposure. 
 “Revolving Loan” means a Loan made by a
Revolving Lender pursuant to Section 2.01(a). 
 “Revolving Maturity Date” means the date that is the fifth anniversary
of the Effective Date. 
 “Sale and Leaseback Transaction” means any sale or other transfer of any property or asset by any
Person with the intent to lease such property or asset as lessee. 
 “Sanctioned Country” means, at any time, a country,
region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria). 

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons
maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned
or controlled by any such Person or Persons described in the foregoing clauses (a) or (b). 
 “Sanctions” means all
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security
Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom. 

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

“Securities Act” means the United States Securities Act of 1933. 

“Senior Management Team” means (a) each Authorized Officer, the chief executive officer, secretary or any other member of
management of the Company and (b) any chief executive officer, president, vice president, chief financial officer, treasurer, secretary or any other member of management of any Subsidiary Borrower or Subsidiary Guarantor. 

“Separation and Distribution Agreement” means that certain Separation and Distribution Agreement, to be dated on or prior to
the Effective Date, by and between the Company and Spinco, substantially in the form filed with the SEC on May 11, 2015, as amended, restated, supplemented (including as supplemented by delivery of disclosure schedules thereto) or otherwise
modified in accordance with Section 6.12. 
 “Separation Obligations” means indemnification obligations of the Company
and/or its Subsidiaries in favor of Spinco and/or its subsidiaries in connection with the Spin-Off Transaction. 
 “Signing
Date” has the meaning assigned to such term in Section 4.01. 
 “Solvent” means, when used with respect to any
Person, that at the time of determination: 
 (i) the fair value of its assets (both at fair valuation and at present fair saleable value) is
equal to or in excess of the total amount of its liabilities, including, without limitation, contingent liabilities; and 
 (ii) it is then
able and believes that it will be able to pay its debts as they mature; and 
 (iii) it has capital sufficient to carry on its business as
conducted and as proposed to be conducted. 
 With respect to contingent liabilities (such as litigation and guarantees), such liabilities
shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represent the amount which can be reasonably be expected to become an actual or matured liability. 

“SPV” means any special purpose entity established for the purpose of purchasing receivables in connection with a Permitted
Receivables Facility. 
 “Specified Ancillary Obligations” means all obligations and liabilities (including interest and
fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of any of the Subsidiaries, existing on the Effective Date or arising
thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, to the Lenders or any of their Affiliates under any
Swap Agreement or any Banking Services Agreement. 
 “Specified Swap Obligation” means, with respect to any Loan Party, any
obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder. 

  
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 “Spin-Off Transaction” means the internal legal reorganization of the Company
separating its personal care and household products businesses, and the spin-off by the Company of Spinco and its Subsidiaries in a tax-free distribution to its shareholders substantially as described in the Form 10 originally filed on
February 6, 2015 and as amended on March 25, 2015, May 11, 2015 and May 27, 2015 (including in accordance with the Separation and Distribution Agreement) and in other filings made by the Spinco or the Company with the SEC.

 “Spinco” means Energizer Spinco, Inc., a Missouri corporation, to be renamed Energizer Holdings, Inc. prior to the
effectiveness of the Spin-Off Transaction. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by
the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Subordinated Indebtedness” means any Indebtedness of the Company or any Subsidiary the payment of which is subordinated to
payment of the obligations under the Loan Documents. 
 “subsidiary” or “Subsidiary” means, with respect to
any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (b) that
is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise expressly provided, all references herein to a “Subsidiary”
means a Subsidiary of the Company (and for the avoidance of doubt, it is acknowledged and agreed that from and after the consummation of the Spin-Off Transaction on the Effective Date, Spinco and its subsidiaries shall cease to constitute
Subsidiaries of the Company). 
 “Subsidiary Borrower” means (a) Edgewell Personal Care Brands, LLC, a Delaware limited
liability company, unless and until such Person has ceased to be a Subsidiary Borrower pursuant to Section 2.22 or (b) any other Domestic Subsidiary of the Company that becomes a Subsidiary Borrower pursuant to Section 2.22 and that
has not ceased to be a Subsidiary Borrower pursuant to such Section. As of the Amendment No. 2 Effective Date, Edgewell Personal Care Brands, LLC is the sole Subsidiary Borrower and each reference to “Subsidiary Borrower” herein shall
mean Edgewell Personal Care Brands, LLC. 
 “Subsidiary Guarantors” means (i) as of the Effective Date, all of the
Company’s Material Domestic Subsidiaries and all other Subsidiaries which are required to become Subsidiary Guarantors pursuant to Section 6.17 as of such date; (ii) all New Subsidiaries which are Material Domestic Subsidiaries and
which have satisfied the provisions of Section 5.12(a); (iii) all of the Company’s Subsidiaries which become Material Domestic Subsidiaries and which have satisfied the 

  
 26 








 
provisions of Section 5.12(b); and (iv) all other Subsidiaries which become Subsidiary Guarantors in satisfaction of the provisions of Section 5.12 (c), in each case with respect
to clauses (i) through (iv) above, other than the SPVs and together with their respective successors and assigns. 

“Subsidiary Guaranty” means that certain Guaranty dated as of the Effective Date in substantially the form of
Exhibit F (including any and all supplements thereto) and executed by each Subsidiary Guarantor, as amended, restated, supplemented or otherwise modified from time to time. 

“Supplement” shall have the meaning set forth in Section 5.12. 

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the
Company or the Subsidiaries shall be a Swap Agreement. 
 “Swingline Exposure” means, at any time, the aggregate principal
amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time other than with respect to any
Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b) the aggregate principal amount of all Swingline Loans made by such Lender as a Swingline Lender outstanding at such time (less the amount of participations
funded by the other Lenders in such Swingline Loans). 
 “Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity
as lender of Swingline Loans hereunder. 
 “Swingline Loan” means a Loan made pursuant to Section 2.05. 

“Syndication Agent” means Bank of America, N.A., in its capacity as syndication agent for the credit facilities evidenced by
this Agreement. 
 “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including
backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Lender” means, as of any date of determination, each Lender having a Term Loan Commitment or that holds Term Loans. 

“Term Loan Commitment” means, (a) as to any Term Lender, the aggregate commitment of such Term Lender to make Term Loans
as set forth on Schedule A (as amended by Amendment No. 2) and (b) as to all Term Lenders, the aggregate commitment to make Term Loans, which aggregate commitment shall be $185,000,000 as of the Amendment No. 2 Effective Date. After
advancing the Term Loan, each reference to a Term Lender’s Term Loan Commitment shall refer to that Term Lender’s Applicable Percentage of the Term Loans. 

“Term Loan Credit Agreement” means that certain Term Loan Credit Agreement, dated as of April 29, 2015, among the
Company, the institutions from time to time parties thereto as lenders and Citibank, N.A., as the administrative agent. 

  
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 “Term Loan Maturity Date” means the date that is the third anniversary of the
Amendment No. 2 Effective Date. 
 “Term Loans” means the term loans made by the Term Loan Lenders to the Subsidiary
Borrower pursuant to Section 2.01(b). 
 “Termination Event” means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Company or any member of the Controlled Group from a Benefit Plan during a plan year in which the Company or such Controlled Group member was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA with respect to such plan; (iii) the imposition of an obligation under Section 4041 of ERISA to provide affected parties written notice of intent to terminate a Benefit Plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the institution by the PBGC or any foreign governmental authority of proceedings to terminate or appoint a trustee to administer a Benefit Plan or Foreign Pension Plan; (v) any event or
condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Benefit Plan; or (vi) the partial or complete withdrawal of the Company or any member of the
Controlled Group from a Multiemployer Plan. 
 “Total Credit Exposure” means the sum of the Total Revolving Credit Exposure
and the aggregate principal amount of all Term Loans outstanding at such time. 
 “Total Revolving Credit Exposure” means
the sum of the outstanding principal amount of all Lenders’ Revolving Loans, their LC Exposure and their Swingline Exposure at such time; provided, that, clause (a) of the definition of Swingline Exposure shall only be applicable to
the extent Lenders shall have funded their respective participations in the outstanding Swingline Loans. 
 “Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the occurrence of the Spin-Off Transaction on the Effective Date, the borrowing of Loans and other credit extensions, the use of the
proceeds thereof and the issuance of Letters of Credit hereunder. 
 “Trigger Quarter” is defined in Section 6.18(a)
hereof. 
 “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or
on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. 

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other applicable state.

 “U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code. 

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3). 

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

  
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 SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be
classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”). 

SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and
other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time
to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any
restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
 SECTION 1.04 Accounting
Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if
the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without
giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the
Company or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other
Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the
full stated principal amount thereof and (iii) any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person
shall be deemed to be obligations relating to an operating lease and not as Capital Lease Obligations under this Agreement. 

  
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 (b) All pro forma computations required to be made hereunder giving effect to any
Acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to
determine whether such Acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period
covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal
quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred to in
Section 3.04), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of
Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as
if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness). For the purposes of calculating EBIT, EBITDA and Interest Expense for any
purpose hereunder (including, without limitation, the financial covenants set forth in Section 6.18) for any period of four consecutive fiscal quarters (each such period, a “Reference Period”): 

(i) if at any time during such Reference Period the Company or any Subsidiary shall have made any disposition (including, without limitation,
the disposition of the household products business pursuant to the Spin-Off Transaction), EBITDA, EBIT and Interest Expense for such Reference Period shall be reduced by an amount equal to the amount (if positive) attributable to the property that
is the subject of such disposition for such Reference Period or increased by an amount equal to the amount (if negative) attributable thereto for such Reference Period (it being acknowledged and agreed that for the periods ending September 30,
2014, December 31, 2014 and March 31, 2015, any such reductions in connection with the disposition of the household products business pursuant to the Spin-Off Transaction shall have already been reflected in the agreed upon amounts
for such periods as set forth in the definitions of EBITDA, EBIT and Interest Expense); and 
 (ii) if during such Reference Period the
Company or any Subsidiary shall have made a Permitted Acquisition, EBITDA, EBIT and Interest Expense for such Reference Period shall be calculated after giving effect thereto on a Pro Forma Basis as if such Permitted Acquisition occurred on the
first day of such Reference Period, giving effect to any net cost savings, operating expense reductions and synergies projected to be realized in connection with the applicable Permitted Acquisition or disposition (for the avoidance of doubt, net of
(x) the amount of actual benefits realized during such period, and (y) any such projected amounts no longer anticipated to be realized or not actually realized within twelve (12) months) to the extent that such cost savings,
reductions or synergies (i) are reasonably expected to be realized within twelve (12) months of such Permitted Acquisition or disposition as set forth in reasonable detail on an officer’s certificate delivered to the Administrative
Agent, (ii) are calculated on a basis consistent with GAAP and are, in each case, reasonably identifiable, factually supportable, and expected to have a continuing impact on the operations of the Company and its Subsidiaries and (iii) such
costs, expenses or adjustments are either (x) permitted as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act or (y) represent, when aggregated with all amounts described in clause (vii) of the definition
of EBIT, less than ten (10%) of EBITDA (determined without giving effect to any such adjustments). 

  
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 SECTION 1.05 Status of Obligations. In the event that the Company or any other Loan Party
shall at any time issue or have outstanding any Subordinated Indebtedness, the Company shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Obligations to constitute senior indebtedness (however
denominated) in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under
the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect
of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that
the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. 

ARTICLE II 
 The
Credits 
 SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein, (a) each Revolving Lender
(severally and not jointly) agrees to make Revolving Loans to the Borrowers in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure
exceeding such Lender’s Revolving Commitment or (ii) the sum of the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments, and (b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees
to make a Term Loan to the Subsidiary Borrower in Dollars on the Amendment No. 2 Effective Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s
designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid or
prepaid in respect of Term Loans may not be reborrowed. 
 SECTION 2.02 Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as
required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Term Loans shall be repaid as set forth in Section 2.10. 

(b) Subject to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar
Loans as the relevant Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in
the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the relevant
Borrower to repay such Loan in accordance with the terms of this Agreement. 
 (c) At the commencement of each Interest Period for any
Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and 

  
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not less than $10,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than
$10,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of eight (8) Eurodollar Borrowings outstanding. 
 (d) Notwithstanding any other provision
of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing of Revolving Loans if the Interest Period requested with respect thereto would end after the Revolving Maturity Date and no Borrower shall
be entitled to elect to convert or continue any Borrowing of Term Loans if the Interest Period requested with respect thereto would end after the Term Loan Maturity Date. 

SECTION 2.03 Requests for Borrowings. To request a Borrowing, the applicable Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later
than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that (a) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e)
may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing and (b) any request for a Eurodollar Borrowing of the Term Loans submitted prior to the Amendment No. 2 Effective Date shall be
accompanied by documentation reasonably acceptable to the Administrative Agent confirming that the Borrowers’ obligations under Section 2.16 shall extend to such Borrowing. Each such telephonic Borrowing Request shall be irrevocable and
shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in
compliance with Section 2.02: 
 (i) the name of the applicable Borrower; 

(ii) the aggregate principal amount of the requested Borrowing; 

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

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and whether such Borrowing is Revolving Borrowing or a Term
Loan Borrowing; 
 (v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and 
 (vi) the location and number of the applicable Borrower’s
account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. 
 If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one
month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the
requested Borrowing. 

  
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 SECTION 2.04 Intentionally Omitted. 

SECTION 2.05 Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability
Period, the Swingline Lender may in its sole discretion make Swingline Loans in Dollars to the Borrowers in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding $10,000,000, (ii) such Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment, or (iii) the sum of the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments;
provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and
reborrow Swingline Loans. 
 (b) To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of such request
by telephone (confirmed by facsimile), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of
the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from any Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a
credit to the general deposit account of such Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable
Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. 
 (c) The Swingline Lender may by
written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying
in such notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for
the account of the Swingline Lender, such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect
to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by
it from the Revolving Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to
the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from any Borrower (or other party on behalf of any Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds
of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made
their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to
the extent such payment is required to be refunded to any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof. 

  
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 SECTION 2.06 Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, any Borrower may request the issuance of Letters of Credit denominated in Dollars as the applicant thereof for the support of its or, solely in the case of the Company, its Subsidiaries’, obligations, in a form
reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period. The letters of credit identified on Schedule 2.06 (the “Existing Letters of
Credit”) shall be deemed to be “Letters of Credit” issued on the Effective Date for all purposes of the Loan Documents. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application or other agreement submitted by the applicable Borrower to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any
Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any
Sanctions by any party to this Agreement. The Company unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for any Subsidiary Borrower or for the support of any Subsidiary’s obligations as provided in the
first sentence of this paragraph, the Company will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same
extent as if it were the sole account party in respect of such Letter of Credit (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that is an
account party in respect of any such Letter of Credit). 
 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver or facsimile (or transmit by electronic communication, if arrangements for doing so
have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension
(i) the amount of the LC Exposure shall not exceed $25,000,000, (ii) no Lender’s Revolving Credit Exposure shall exceed its Revolving Commitment, (iii) the sum of the Total Revolving Credit Exposure shall not exceed the aggregate
Revolving Commitments, and (iv) the aggregate face amount of all Letters of Credit issued and then outstanding by any Issuing Bank shall not exceed such Issuing Bank’s Applicable LC Sublimit. 

(c) Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the
beneficiary thereof) at or prior to the close of business on the earlier of (i) the date two years after the date of the issuance of such Letter of Credit (or, in the case 

  
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of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Revolving Maturity Date; provided,
that any Letter of Credit may contain customary automatic renewal provisions agreed upon by the applicable Borrower and the relevant Issuing Bank that provide for the renewal thereof for additional one-year periods (which shall in no event extend
beyond the date referenced in clause (ii) above), subject to a right on the part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of any such renewal any Letter of Credit.
Notwithstanding the foregoing, any Letter of Credit issued in the final year prior to the Revolving Maturity Date may expire no later than one year after the Revolving Maturity Date so long as the applicable Borrower cash collateralizes an amount
equal to 105% of the face amount of such Letter of Credit by no later than thirty (30) days prior to the Revolving Maturity Date, in the manner described in Section 2.06(j) and otherwise on terms and conditions reasonably acceptable to the
applicable Issuing Bank and the Administrative Agent. 
 (d) Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of
the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable Percentage of each LC Disbursement made by such
Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal
or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

(e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit issued by such Issuing Bank, the
applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement not later than 12:00 noon, New
York City time, on the date that such LC Disbursement is made, if the applicable Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the
applicable Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the applicable Borrower receives such notice, if such notice is not received prior to
such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05
that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by
the resulting ABR Revolving Borrowing or Swingline Loan. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from such
Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from
the applicable Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and
the 

  
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Administrative Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from a
Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such
Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse such Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline
Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement. 

(f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this
Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, such Borrower’s obligations hereunder. Neither
the Administrative Agent, the Revolving Lenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank;
provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the applicable Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in
respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent
jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear
on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by facsimile) of such demand for payment and whether such
Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse such Issuing Bank and the Revolving
Lenders with respect to any such LC Disbursement. 

  
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 (h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the
applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date
that the reimbursement is due and payable, at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the applicable Borrower fails
to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued
on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment. 

(i) Replacement of Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrowers, the
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the
applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the
rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to
any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrowers receive
notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, each Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in
cash equal to 105% of the amount of the LC Exposure attributable to such Borrower as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in clause (h) or (i) of Article VII. Such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other
than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest
or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse any applicable Issuing Bank (ratably in the case of more than one Issuing Bank) for LC
Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure attributable to each Borrower at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If the Borrowers are required to provide
an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the applicable Borrower within three (3) Business


  
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Days after all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.11, such amount (to the
extent not applied as aforesaid) shall be returned to the applicable Borrower as and to the extent that, after giving effect to such return, the Total Revolving Credit Exposure would not exceed the aggregate Revolving Commitments and no Event of
Default shall have occurred and be continuing. 
 (k) Issuing Bank Agreements. Unless otherwise requested by the Administrative
Agent, each Issuing Bank shall report in writing to the Administrative Agent (i) promptly following the end of each calendar month, the aggregate amount of Letters of Credit issued by it and outstanding at the end of such month, (ii) on or
prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letter of Credit to be issued,
amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance,
renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement (such confirmation not
to be unreasonably withheld, delayed or conditioned), (iii) on each Business Day on which such Issuing Bank makes any payment under any Letter of Credit, the date of such payment under such Letter of Credit and the amount of such payment,
(iv) on any Business Day on which the applicable Borrower fails to reimburse any payment under any Letter of Credit required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such payment and
(v) on any other Business Day, such other information as the Administrative Agent shall reasonably request. 
 SECTION 2.07 Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders; provided that (i) Term Loans shall be made as provided in Section 2.01(b) and (ii) Swingline Loans shall be made as provided in Section 2.05. The
Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to an account of such Borrower maintained with the Administrative Agent in New York City or Chicago and
designated by such Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to
the applicable Issuing Bank. 
 (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of
any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s
Loan included in such Borrowing. 

  
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 SECTION 2.08 Interest Elections. (a) Each Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the relevant Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to
Swingline Borrowings, which may not be converted or continued. 
 (b) To make an election pursuant to this Section, a Borrower shall notify
the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective
date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest Election Request signed by the relevant
Borrower. Notwithstanding any contrary provision herein, this Section shall not be construed to permit any Borrower to elect an Interest Period for Eurodollar Loans that does not comply with Section 2.02(d). 

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: 

(i) the name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being
elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each
resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business
Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which Interest Period shall be a period contemplated by the definition of the term “Interest Period”. 
 If any such Interest
Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. 

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and
of such Lender’s portion of each resulting Borrowing. 
 (e) If the relevant Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company, then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto. 

  
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 SECTION 2.09 Termination and Reduction of Commitments. (a) Unless previously
terminated, (i) any undrawn Term Loan Commitments shall be reduced to zero at 3:00 p.m. (New York City time) on the Amendment No. 2 Effective Date and (ii) the Revolving Loan Commitments and all other commitments hereunder shall
terminate on the Revolving Maturity Date. 
 (b) The Company may at any time terminate, or from time to time reduce, the Revolving
Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $25,000,000 and (ii) the Company shall not terminate or reduce the
Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Total Revolving Credit Exposure would exceed the aggregate Revolving Commitments. 

(c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the
effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 

SECTION 2.10 Repayment and Amortization of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay
(i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan made to such Borrower on the Revolving Maturity Date and (ii) to the Swingline Lender the then unpaid
principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Maturity Date and the fifth Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the
Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding. The Term Loans shall not be subject to amortization and shall be
payable in their entirety (less any amounts prepaid prior to the Term Loan Maturity Date) in full on the Term Loan Maturity Date. 
 (b)
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder. 
 (c) The Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations.


  
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 (e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory
note. In such event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and substantially in the
form attached hereto as Exhibit I. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in
such form payable to the order of the payee named therein (or, if any such promissory note is a registered note, to such payee and its registered assigns). 

SECTION 2.11 Prepayment of Loans. Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole
or in part, without premium or penalty (but subject to break funding payments required by Section 2.16) subject to prior notice in accordance with the provisions of this Section 2.11. The applicable Borrower shall notify the Administrative
Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
(3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan,
not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that,
if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each
prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans . 
 Prepayments shall be accompanied by (i) accrued
interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16. If at any time the sum of the aggregate principal amount of all of the Revolving Credit Exposures exceeds the aggregate
Revolving Commitments, the Borrowers shall immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to
cause the aggregate principal amount of all Revolving Credit Exposures to be less than or equal to the aggregate Revolving Commitments. 

SECTION 2.12 Fees. (a) The Borrowers jointly and severally agree to pay to the Administrative Agent for the account of each Lender
a facility fee, which shall accrue at the Applicable Rate on the average daily amount of the sum of the Revolving Commitment of such Lender (whether used or unused) and the aggregate amount of Term Loans owed to such Lender during the period from
and including the Effective Date to but excluding the date on which such Revolving Commitment terminates and the Term Loans are repaid in full; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving
Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which
such Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments


  
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terminate, commencing on the first such date to occur after the Effective Date; provided that any facility fees accruing after the date on which the Commitments terminate shall be payable
on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 

(b) The Borrowers jointly and severally agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a
participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Revolving
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving
Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later
of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation,
transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be
payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on
the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be
payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the
last day). 
 (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Company and the Administrative Agent. 
 (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the applicable Lenders. Fees paid shall not be
refundable under any circumstances. 
 SECTION 2.13 Interest. (a) The Loans comprising each ABR Borrowing (including each
Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate. 
 (b) The Loans comprising each Eurodollar
Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. 

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is
not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. 

  
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 (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for
such Loan and, in the case of the Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 

SECTION 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing: 

(a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 
 (b)
the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans
included in such Borrowing for such Interest Period; 
 then the Administrative Agent shall give notice thereof to the applicable Borrower and the Lenders
by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid on the last day of the then current Interest Period
applicable thereto and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. 

SECTION 2.15 Increased Costs. (a) If any Change in Law shall: 

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

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or 
 (iii) subject any Recipient to any Taxes
(other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto; 

  
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 and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of
making, continuing, converting into or maintaining any Loan or of maintaining its obligation to make any such Loan or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder, whether of principal, interest or otherwise, then the applicable Borrower will pay to such Lender, such
Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered as
reasonably determined by such Lender, such Issuing Bank or such other Recipient (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of such Lender,
such Issuing Bank or such other Recipient, as applicable, under agreements having provisions similar to this Section 2.15, after consideration of such factors as such Lender, such Issuing Bank or such other Recipient, as applicable, then
reasonably determines to be relevant). 
 (b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital or
liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s
or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding
company with respect to capital adequacy and liquidity), then from time to time the applicable Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such
Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered as reasonably determined by such Lender or such Issuing Bank (which determination shall be made in good faith (and not on an arbitrary or
capricious basis) and generally consistent with similarly situated customers of such Lender or such Issuing Bank, as applicable, under agreements having provisions similar to this Section 2.15, after consideration of such factors as such Lender
or such Issuing Bank, as applicable, then reasonably determines to be relevant). 
 (c) A certificate of a Lender or an Issuing Bank setting
forth, in reasonable detail, the basis and calculation of the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay, or cause the other Borrowers to pay, such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within
fifteen (15) days after receipt thereof. 
 (d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant
to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day
period referred to above shall be extended to include the period of retroactive effect thereof. 

  
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 SECTION 2.16 Break Funding Payments. In the event of (a) the payment of any principal
of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice
may be revoked under Section 2.11 and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to
Section 2.19, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event (other than loss of anticipated profits). Such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan (but not the Applicable Rate applicable thereto), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of
such period, for deposits in Dollars of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, and
setting forth in reasonable detail the calculations used by such Lender to determine such amount or amounts, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender
the amount shown as due on any such certificate within fifteen (15) days after receipt thereof. 
 SECTION 2.17 Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any
applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to
make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan
Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an
amount equal to the sum it would have received had no such deduction or withholding for Indemnified Taxes been made. 
 (b) Payment of
Other Taxes by the Borrowers. The relevant Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes. 

(c) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to
this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (d) Indemnification by the Loan Parties. The Loan
Parties shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable


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

(f) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense (it being
understood that the Borrowers shall be given a reasonable opportunity to reimburse such Lender with respect to such cost or expense) or would materially prejudice the legal or commercial position of such Lender. 

(ii) Without limiting the generality of the foregoing: 

(A) any Lender that is a U.S. Person shall deliver to the Borrowers and the Administrative Agent on or prior to the date
on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), duly executed originals of IRS Form W-9 certifying that such Lender is exempt
from U.S. Federal backup withholding tax; 
 (B) any Foreign Lender shall, to the extent it is legally entitled to do
so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender 

  
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becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), whichever of the following is applicable: 

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of
such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the
“business profits” or “other income” article of such tax treaty; 
 (2) in the case of a Foreign Lender claiming that
its extension of credit will generate U.S. effectively connected income, duly executed originals of IRS Form W-8ECI; 
 (3) in the case of a
Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a
“bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or 

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

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

  
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 (D) if a payment made to a Lender under any Loan Document would be subject to
U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall
deliver to the Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by any Borrower or the Administrative Agent such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by any Borrower or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 Each Lender agrees that if any form or
certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so. 

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund
(but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all reasonable and documented out-of-pocket expenses (including Taxes) of such indemnified party and
without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over
pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments
or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential)
to the indemnifying party or any other Person. 
 (h) Survival. Each party’s obligations under this Section 2.17 shall
survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan
Document. 
 (i) Defined Terms. For purposes of this Section 2.17, the term “Lender” includes the Issuing Bank and the
term “applicable law” includes FATCA. 
 SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00
p.m., New York City time on the date when due, in immediately available funds, 

  
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without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603, except payments to be made directly to an Issuing Bank or the
Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received
by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension (excluding the date of payment). All payments hereunder shall be made in Dollars. 

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and
unreimbursed LC Disbursements then due to such parties. 
 (c) At the election of the Administrative Agent, all payments of principal,
interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds
of Borrowings made hereunder whether made following a request by a Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of such Borrower maintained with the Administrative
Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan
Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.05, as applicable and (ii) the
Administrative Agent to charge any deposit account of the relevant Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. 

(d) If, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Term Loans or its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans or its Revolving Loans and
participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Term Loans or Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the applicable Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as 

  
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consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the
Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such
participation. 
 (e) Unless the Administrative Agent shall have received notice from the relevant Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the
Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation. 
 (f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or
(e), 2.07(b), 2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for
the benefit of the Administrative Agent, the Swingline Lender or an Issuing Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a
segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section; in the case of each of clauses (i) and
(ii) above, in any order as determined by the Administrative Agent in its discretion. 
 SECTION 2.19 Mitigation Obligations;
Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or
assignment. 
 (b) If (i) any Lender requests compensation under Section 2.15, (ii) any Borrower is required to pay any
Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Company may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than
its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts


  
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such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing
Banks and the Swingline Lender), which consent shall not unreasonably be withheld, delayed or conditioned, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and
delegation cease to apply. 
 SECTION 2.20 Expansion Option. The Company may from time to time elect to increase the Revolving
Commitments or enter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in a minimum amount of $50,000,000 and increments of $10,000,000 so long as, after giving effect to any such increases or
Incremental Term Loans, from and after the Amendment No. 2 Effective Date the aggregate amount of such increases and all such Incremental Term Loans does not exceed $300,000,000. The Company may arrange for any such increase or tranche to be
provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or
other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving
Commitments, or to participate in such Incremental Term Loans, or provide new Revolving Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative
Agent and (ii) (x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Company
and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any
increase in Revolving Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by
the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the
Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set
forth in paragraphs (a) and (b) of Section 4.03 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of
the Company and (B) the Company shall be in compliance (on a Pro Forma Basis) with the covenants contained in Section 6.18 and (ii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have
received documents and opinions of the same type, to the extent applicable, as those delivered on the Effective Date as to the organizational power and authority of the Borrowers to borrow hereunder after giving effect to such increase (or to the
extent the resolutions delivered on the Effective Date approve such matters, a certification from the Company that the resolutions delivered on the Effective Date remain in full force and effect and have not been amended or otherwise modified since
the adoption thereof). On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such
amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being 

  
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required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Revolving Lender’s portion of the outstanding
Revolving Loans of all the Revolving Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) except in the case of any Incremental Term Loans, the Borrowers shall be deemed to have repaid and reborrowed all
outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable
Borrower in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in
respect of each Eurodollar Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans
(a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Revolving Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same
as (and in any event no more favorably than) the Revolving Loans and the existing Term Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Revolving Maturity Date may provide
for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Revolving Maturity Date and (ii) the Incremental Term Loans may be priced differently (whether in the form of
interest rate margin, upfront fees, original issue discount, call protection or otherwise) than the Revolving Loans and the existing Term Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an
“Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such
tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its
Revolving Commitment hereunder, or provide Incremental Term Loans, at any time. 
 SECTION 2.21 Defaulting Lenders. Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

(a) fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.12(a); 

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders
have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that, except as otherwise provided in Section 9.02, this clause (b) shall
not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; 

(c) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then: 

(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure
referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any
non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Revolving Commitment; 

  
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 (ii) if the reallocation described in clause (i) above cannot, or can only partially, be
effected, the Borrowers shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the applicable
Issuing Banks only each Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 2.06(j) for so long as such LC Exposure is outstanding; 
 (iii) if the Borrowers cash collateralize any portion of such
Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during
the period such Defaulting Lender’s LC Exposure is cash collateralized; 
 (iv) if the LC Exposure of the non-Defaulting Lenders is
reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and 

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to
clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the
portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable ratably to the
applicable Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and 
 (d) so long as such
Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and
the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.21(c), and
participating interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and such Defaulting Lender shall not
participate therein). 
 If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall exist or occur following
the Effective Date and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Banks have a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which
such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing
Banks, as the case may be, shall have entered into arrangements with the Company or such Lender, satisfactory to the Swingline Lender or the Issuing Banks, as the case may be, to defease any risk to it in respect of such Lender hereunder. 

In the event that the Administrative Agent, the Company, the Swingline Lender and the Issuing Banks each agrees that a Defaulting Lender has
adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender
shall 

  
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purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in
accordance with its Applicable Percentage, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers
while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of
any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 SECTION 2.22 Designation of
Subsidiary Borrowers. On the Amendment No. 1 Effective Date, and subject to the satisfaction of the applicable conditions in Amendment No. 1, Edgewell Personal Care Brands, LLC, a Delaware limited liability company, shall deliver an
executed signature page to Amendment No. 1, whereupon it shall become a Subsidiary Borrower party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect
to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. After the Amendment No. 1 Effective Date, the Company may at any time and from time to time, designate any Subsidiary Guarantor
or any other Domestic Subsidiary reasonably acceptable to the Administrative Agent as a Subsidiary Borrower by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company and the satisfaction
of the other conditions precedent set forth in Section 4.04, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Subsidiary Borrower and a party to this Agreement until the Company shall have
executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Subsidiary Borrower and a party to this Agreement. Notwithstanding the preceding
sentence, no Borrowing Subsidiary Termination will become effective as to any Subsidiary Borrower at a time when any principal of or interest on any Loan to such Borrower shall be outstanding hereunder, provided that such Borrowing Subsidiary
Termination shall be effective to terminate the right of such Subsidiary Borrower to make further Borrowings under this Agreement. As soon as practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative Agent shall furnish a copy
thereof to each Lender. 
 ARTICLE III 

Representations and Warranties 

Each Borrower represents and warrants to the Lenders that: 

SECTION 3.01 Organization; Corporate Powers. Each of the Company and each of its Material Subsidiaries (i) is a corporation,
limited liability company, partnership or other commercial entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign entity and is in
good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect, and (iii) has all requisite power and authority to own, operate and
encumber its property and to conduct its business as presently conducted and as proposed to be conducted. 
 SECTION 3.02 Authority.

 (a) Each of the Company and each of its Subsidiaries has the requisite power and authority to execute, deliver and perform each of the
Loan Documents which are to be executed by it or which have been executed by it as required by this Agreement and the other Loan Documents and (ii) to file the Loan Documents, if any, which must be filed by it or which have been filed by it as
required by this Agreement, the other Loan Documents or otherwise with any Governmental Authority. 

  
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 (b) The execution, delivery, performance and filing, as the case may be, of each of the Loan
Documents which must be executed or filed by the Company or any of its Subsidiaries or which have been executed or filed as required by this Agreement, the other Loan Documents or otherwise and to which the Company or any of its Subsidiaries is a
party, and the consummation of the transactions contemplated thereby, have been duly approved by the respective boards of directors and, if necessary, the shareholders of the Company and its Subsidiaries, and such approvals have not been rescinded.
No other action or proceedings on the part of the Company or its Subsidiaries are necessary to consummate such transactions. 
 (c) Each of
the Loan Documents to which the Company or any of its Subsidiaries is a party has been duly executed, delivered or filed, as the case may be, by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, including concepts of reasonableness, materiality,
good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies (whether enforcement is sought by proceedings in equity or at law)), is in full force and effect and no material term
or condition thereof has been amended, modified or waived from the terms and conditions contained in the Loan Documents delivered to the Administrative Agent pursuant to Section 4.02 without the prior written consent of the Required Lenders (or
all of the Lenders if required by Section 9.03), and the Company and its Subsidiaries have performed and complied with all the material terms, provisions, agreements and conditions set forth therein and required to be performed or complied with
by the Company or its Subsidiaries on or before the Effective Date, and no unmatured default, default or breach of any covenant by any such party exists thereunder. 

SECTION 3.03 No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the
Company or any of its Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation or by-laws (or equivalent constituent documents) of the Company or any of its Subsidiaries, (ii) constitute a
tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or require termination of any Financing Facility,
(iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default
under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or any of its Subsidiaries, or require termination of any Contractual Obligation, except such
interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the
property or assets of the Company or any of its Subsidiaries, other than Liens permitted or created by the Loan Documents, or (v) require any approval of the Company’s or any of its Subsidiaries’ Board of Directors (or equivalent
governing body) or shareholders, as applicable, except such as have been obtained. Except as set forth on Schedule 3.03 to this Agreement, the execution, delivery and performance of each of the Loan Documents to which the Company or any of
its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority, including under any Environmental Property Transfer Act, except filings,
consents or notices which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. 

  
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 SECTION 3.04 Financial Statements. The September 30, 2014 audited and the
December 31, 2014 and March 31, 2015 quarterly unaudited consolidated financial statements of the Company and its Subsidiaries heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles in
effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Company and its Subsidiaries at such date and the consolidated results of their operations for the period then ended. 

SECTION 3.05 No Material Adverse Change. Since September 30, 2014 (determined by reference to the financial statements prepared
with respect to the Company and its Subsidiaries), there has occurred no change in the business, properties, financial condition, performance or results of operations of the Company, or the Company and its Subsidiaries taken as a whole or any other
event which has had or would reasonably be expected to have a Material Adverse Effect. 
 SECTION 3.06 Taxes. 

(a) Tax Examinations. All deficiencies which have been asserted against the Company or any of the Company’s Subsidiaries as a
result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised by
any taxing authority in any such examination which, by application of similar principles, reasonably can be expected to result in assertion by such taxing authority of a material deficiency for any other year not so examined which has not been
reserved for in the Company’s consolidated financial statements to the extent, if any, required by GAAP. Neither the Company nor any of the Company’s Subsidiaries anticipates any material Tax liability with respect to the years which have
not been closed pursuant to applicable law that will have or could reasonably be expected to have a Material Adverse Effect. 
 (b)
Payment of Taxes. All Tax returns and reports of the Company and its Subsidiaries required to be filed have been timely filed, and Taxes which are due and payable have been paid except those items which are being contested in good faith and
have been reserved for in accordance with GAAP. The Company has no knowledge of any proposed Tax assessment against the Company or any of its Subsidiaries that will have or could reasonably be expected to have a Material Adverse Effect, except for
any such liability in respect of other members of the consolidated group of which the Company previously was a member as a Subsidiary of Ralston Purina Company, in respect of which and solely to the extent that (i) the Company is entitled to be
indemnified by Ralston Purina Company or its successors pursuant to that certain Tax Sharing Agreement, dated as of April 1, 2000, between Ralston Purina Company and the Company (as the same has been or may hereafter be amended or otherwise
modified) and (ii) the Company’s right to indemnification for such liability is not being contested by Ralston Purina Company (or, if previously contested, any such contest has not been resolved in favor of Ralston Purina Company). 

SECTION 3.07 Litigation; Loss Contingencies and Violations. There are no actions, suits, proceedings, arbitrations or, to the knowledge
of any member of any Borrower’s Senior Management Team, investigations before or by any Governmental Authority or private arbitrator pending or, to the knowledge of any member of any Borrower’s Senior Management Team, threatened against
the Company, any of its Subsidiaries or any property of any of them that (i) challenges the validity or the enforceability of any material provision of the Loan Documents or (ii) has had or could reasonably be expected to have a Material
Adverse Effect (other than as set forth on Schedule 3.07). There is no material loss contingency within the meaning of GAAP which has not been reflected in the consolidated financial statements of the Company prepared and delivered pursuant
to Section 5.01(a) for the fiscal period during which such material loss contingency was incurred. Neither the Company nor any of its Subsidiaries is (A) in violation of any applicable Requirements of Law which violation will have or could


  
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reasonably be expected to have a Material Adverse Effect, or (B) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature,
decree, rule or regulation of any court or Governmental Authority which will have or could reasonably be expected to have a Material Adverse Effect. 

SECTION 3.08 Subsidiaries. Schedule 3.08 to this Agreement (i) contains, as of the Amendment No. 2 Effective Date,
(A) a description of the corporate structure of the Company, its Subsidiaries and any other Person in which the Company or any of its Subsidiaries holds an Equity Interest in excess of 5% and (B) the correct legal name, the jurisdiction of
incorporation or organization of the Company and its Subsidiaries, and (ii) with respect to the Company and each Subsidiary Guarantor, accurately sets forth as of the Effective Date and after giving effect to the Spin-Off Transaction,
(A) the jurisdictions in which each of the Company and the Subsidiary Guarantors are qualified to transact business as a foreign corporation, (B) the authorized, issued and outstanding shares of each class of Capital Stock of the Company
and each of the Subsidiary Guarantors and the owners of such shares (on a fully-diluted basis), (C) a summary of the direct and indirect partnership, joint venture, or other Equity Interests, if any, of the Company and each Subsidiary Guarantor
in any Person that is not a corporation and (D) the federal tax identification number of the Company and each Subsidiary Guarantor. After the formation or acquisition of any New Subsidiary permitted under Section 6.06, if requested by the
Administrative Agent, the Company shall provide a supplement to Schedule 3.08 to this Agreement reflecting the addition of such New Subsidiary, as applicable. Except as disclosed on Schedule 3.08 (as so supplemented), none of the
issued and outstanding Capital Stock of the Company or any Subsidiary Guarantor is subject to any vesting, redemption, or repurchase agreement, and there are no warrants or options outstanding with respect to such Capital Stock. The outstanding
Capital Stock of the Company and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and the stock of the Company’s Subsidiaries is not Margin Stock. 

SECTION 3.09 ERISA. No Benefit Plan has failed to satisfy the “minimum funding standard” (as defined in Sections 302(a)(2) of
ERISA and 412(a) of the Code) whether or not waived. Neither the Company nor any member of the Controlled Group has incurred any material liability to the PBGC which remains outstanding other than the payment of premiums. As of the last day of the
most recent prior plan year, the market value of assets under each Benefit Plan was not less than the present value of benefit liabilities thereunder (determined in accordance with the actuarial valuation assumptions described therein) by an amount
which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any member of the Controlled Group has (i) failed to make a required contribution or payment to a Multiemployer Plan of a material amount or
(ii) incurred a material complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from a Multiemployer Plan. Neither the Company nor any member of the Controlled Group has failed to make an installment or any other
payment of a material amount required under Section 412 of the Code on or before the due date for such installment or other payment. Each Plan, Foreign Employee Benefit Plan and Non-ERISA Commitment complies in all material respects in form,
and has been administered in all material respects in accordance with its terms and, in accordance with all applicable laws and regulations, including but not limited to ERISA and the Code. There have been no and there is no prohibited transaction
described in Sections 406 of ERISA or 4975 of the Code with respect to any Plan for which a statutory or administrative exemption does not exist which could reasonably be expected to subject the Company or any of its Subsidiaries to material
liability. Neither the Company nor any member of the Controlled Group has taken or failed to take any action which would constitute or result in a Termination Event, which action or inaction could reasonably be expected to subject the Company or any
of its Subsidiaries to material liability. Neither the Company nor any member of the Controlled Group is subject to any material liability under, or has any potential material liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA.
The present value of the aggregate liabilities to provide all of the accrued benefits under any Foreign Pension Plan do not exceed the current fair market value of the assets held in trust or other 

  
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funding vehicle for such plan by an amount which could reasonably be expected to have a Material Adverse Effect. With respect to any Foreign Employee Benefit Plan other than a Foreign Pension
Plan, reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such plan is maintained. For purposes of this Section 3.09,
“material” means any amount, noncompliance or other basis for liability which could reasonably be expected to subject the Company or any of its Subsidiaries to liability, individually or in the aggregate with each other basis for liability
under this Section 3.09, in excess of $50,000,000. 
 SECTION 3.10 Accuracy of Information. All written information, exhibits and
reports furnished by or on behalf of the Company and any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents, the representations and warranties of the
Company and its Subsidiaries contained in the Loan Documents, and all certificates and documents delivered to the Administrative Agent and the Lenders pursuant to the terms thereof, when taken as a whole and after giving effect to all supplements
and updates thereto, do not contain as of the date furnished any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading (when taken as a whole) in
light of the circumstances under which such statements are made (provided that, with respect to forecasts or projections, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed by the
Company to be reasonable at the time prepared (it being understood by the Administrative Agent and the Lenders that any such projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are
beyond the control of the Company or its Subsidiaries, that no assurances can be given that such projections will be realized and that actual results may differ materially from such projections). 

SECTION 3.11 Securities Activities. Neither the Company nor any of its Subsidiaries is engaged in the business of extending credit for
the purpose of purchasing or carrying Margin Stock. 
 SECTION 3.12 Material Agreements. Neither the Company nor any Subsidiary is a
party to any Contractual Obligation or subject to any charter or other corporate or similar restriction which individually or in the aggregate will have or could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any
of its Subsidiaries has received notice or has knowledge that (i) it is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation applicable to it, or
(ii) any condition exists which, with the giving of notice or the lapse of time or both, would constitute a default with respect to any such Contractual Obligation, in each case, except where such default or defaults, if any, individually or in
the aggregate will not have or could not reasonably be expected to have a Material Adverse Effect. 
 SECTION 3.13 Compliance with
Laws. The Company and its Subsidiaries are in compliance with all Requirements of Law applicable to them and their respective businesses, in each case where the failure to so comply individually or in the aggregate could reasonably be expected
to have a Material Adverse Effect. 
 SECTION 3.14 Assets and Properties. The Company and each of its Subsidiaries has legal title to
all of its material assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its material leased assets (except insofar as marketability may be limited by any laws or regulations of any
Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 6.03. Substantially all of the assets and properties owned by, leased to or used by the
Company and/or each such Subsidiary of the Company are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will
affect any right, title or interest of the Company or such Subsidiary in and to any of such assets in a manner that has had or could reasonably be expected to have a Material Adverse Effect. 

  
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 SECTION 3.15 Statutory Indebtedness Restrictions. Neither the Company nor any of its
Subsidiaries is subject to regulation under the Federal Power Act, the Interstate Commerce Act, or the Investment Company Act of 1940, or any other federal or state statute or regulation which limits its ability to incur indebtedness or its ability
to consummate the transactions contemplated hereby. 
 SECTION 3.16 Insurance. The insurance policies and programs in effect with
respect to the respective properties, assets, liabilities and business of the Company and its Subsidiaries reflect coverage that is reasonably consistent with prudent industry practice. 

SECTION 3.17 Labor Matters. No attempt to organize the employees of the Company or any of its Subsidiaries, and no labor disputes,
strikes or walkouts affecting the operations of the Company or any of its Subsidiaries, is pending, or, to the Company’s knowledge, threatened, planned or contemplated, which has or could reasonably be expected to have a Material Adverse
Effect. 
 SECTION 3.18 Environmental Matters. (A) Except as disclosed on Schedule 3.18 to this Agreement: 

(1) the operations of the Company and its Subsidiaries comply in all material respects with Environmental, Health or Safety
Requirements of Law; 
 (2) the Company and its Subsidiaries have all material permits, licenses or other authorizations
required under Environmental, Health or Safety Requirements of Law and are in material compliance with such permits; 
 (3)
neither the Company, any of its Subsidiaries nor any of their respective present property or operations, or, to the Company’s or any of its Subsidiaries’ knowledge, any of their respective past property or operations, are subject to or the
subject of, any investigation known to the Company or any of its Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (A) any material violation of Environmental, Health or
Safety Requirements of Law; (B) any material remedial action; or (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment; 

(4) there is not now, nor to the Company’s or any of its Subsidiaries’ knowledge has there ever been, on or in the
property of the Company or any of its Subsidiaries any landfill, waste pile, underground storage tanks, aboveground storage tanks, surface impoundment or hazardous waste storage facility of any kind, any polychlorinated biphenyls (PCBs) used in
hydraulic oils, electric transformers or other equipment, toxic mold or any asbestos containing material that would result in material remediation costs or material penalties to the Company or any of its Subsidiaries; and 

(5) neither the Company nor any of its Subsidiaries has any material Contingent Obligation in connection with any Release or
threatened Release of a Contaminant into the environment. 
 (B) For purposes of this Section 3.18 “material” means any
noncompliance or other basis for liability which could reasonably be likely to subject the Company or any of its Subsidiaries to liability, individually or in the aggregate with each other basis for liability under this Section 3.18, in excess
of $50,000,000. 

  
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 SECTION 3.19 Solvency. After giving effect to (i) the Loans to be made (or, if
applicable, Letters of Credit to be issued) on the Effective Date or each such other date as Loans requested hereunder are made (or Letters of Credit are issued), (ii) the other transactions contemplated by this Agreement and the other Loan
Documents, (iii) the Spin-Off Transaction (including any and all dividends or distributions made in connection therewith), and (iv) the payment and accrual of all transaction costs with respect to the foregoing, the Company is, and the
Company and its Subsidiaries taken as a whole are, Solvent. 
 SECTION 3.20 Benefits. Each of the Company and its Subsidiaries will
benefit from the financing arrangement established by this Agreement. The Administrative Agent and the Lenders have stated and the Company acknowledges that, but for the agreement by each of the Subsidiary Guarantors to execute and deliver the
Subsidiary Guaranty, the Administrative Agent and the Lenders would not have made available the credit facilities established hereby on the terms set forth herein. 

SECTION 3.21 Anti-Corruption Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures reasonably
designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and
employees and to the knowledge of the Company its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Company, any Subsidiary or to the knowledge of the Company or
such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilities
established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate any Anti-Corruption Law or applicable Sanctions. 

SECTION 3.22 EEA Financial Institutions. No Loan Party is an EEA Financial Institution. 

ARTICLE IV 

Conditions 
 SECTION 4.01
Signing Date. This Agreement shall become effective on the first date (the “Signing Date”) on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): 

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement
signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a
counterpart of this Agreement. 
 (b) The Administrative Agent shall have received a certificate, dated the Signing Date and signed by the
President, a Vice President or a Financial Officer of the Company, certifying that the representations and warranties contained in Sections 3.01 through 3.05 are true and correct in all material respects (or, in the case of any representation or
warranty qualified by materiality or Material Adverse Effect, in all respects) as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all
material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. 

  
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 SECTION 4.02 Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Banks to issue Letters of Credit (or to deem Existing Letters of Credit to be issued) hereunder shall not become effective until the date, which shall be no later than July 2, 2015, on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02) (the “Effective Date”) (it being understood that all such obligations of the Lenders and Issuing Banks shall expire if the Effective Date has not occurred on or before July 2,
2015): 
 (a) The Administrative Agent (or its counsel) shall have received (i) from the Company, completed Schedules hereto as of the
Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments and agreements as the
Administrative Agent shall reasonably request in connection with the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as
Exhibit E. 
 (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Effective Date) of Bryan Cave LLP, counsel for the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent and covering such other matters relating to the Loan Parties, the Loan Documents or
the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsel to deliver such opinion. 

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and
substance reasonably satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit E. 

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a
Financial Officer of the Company, certifying (i) that the representations and warranties contained in Article III are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or
Material Adverse Effect, in all respects) as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any
representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and (ii) that no Default or Event of Default has occurred and is continuing as of such date. 

(e) The Administrative Agent shall have received evidence reasonably satisfactory to it that each of (i) the Existing Credit Agreement ,
(ii) all senior private placement notes issued by the Company prior to the Effective Date, and (iii) the Term Loan Credit Agreement shall, in each case, have been terminated and cancelled, other than contingent indemnification or
reimbursement obligations expressly stated to survive such termination, and all indebtedness thereunder shall have been fully repaid (except to the extent being so repaid with the initial Revolving Loans) and any and all liens thereunder (if any)
shall have been terminated. 

  
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 (f) The Company shall have delivered to the Administrative Agent historical pro forma financial
information reflecting the Spin-Off Transaction, in form and substance reasonably satisfactory to the Administrative Agent. 
 (g) The
Lenders shall have received an opening compliance certificate from the chief financial officer or treasurer of the Company demonstrating compliance with the covenants set forth in Section 6.18, in each case, as of March 31, 2015, computed
on a Pro Forma Basis after giving effect to the Spin-Off Transaction, the incurrence of Indebtedness and any other transactions occurring on Effective Date. 

(h) The Company shall have delivered one or more officer’s certificates indicating that (i) it has completed the Spin-Off
Transaction, (ii) after giving effect to the Spin-Off Transaction, none of the Company or any of its Subsidiaries shall be obligated as a primary obligor, guarantor or otherwise on the Indebtedness of Spinco and its Subsidiaries and
(iii) after giving effect to the Spin-Off Transaction, the dividends and distributions made in connection therewith, and the incurrence of Indebtedness and any other transactions occurring on Effective Date, the Company and its Subsidiaries are
Solvent. 
 (i) The Spin-Off Transaction shall have occurred with no changes to the material terms of such Spin-Off Transaction, except as
consented to by the Administrative Agent or in a manner that is not adverse to the interests of the Administrative Agent or the Lenders. 

(j) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced at least one (1) Business Day prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Company hereunder. 

(k) The Signing Date shall have occurred. 
 The
Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. 

SECTION 4.03 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than a conversion
or continuation of any Loans without increasing the principal amount thereof), and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction (or waiver in accordance with Section 9.02) of the
following conditions: 
 (a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all
material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, in the case of any representation or
warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. 
 (b) At the time of and immediately
after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. 

Each Borrowing (other than a conversion or continuation of any Loans without increasing the principal amount thereof) and each issuance, amendment, renewal or
extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. 

  
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 SECTION 4.04 Additional Subsidiary Borrowers. Without limiting the requirements of
Section 2.22, the designation of a Domestic Subsidiary as a Subsidiary Borrower pursuant to such Section 2.22 is further subject to the conditions precedent that the Company or such proposed Subsidiary Borrower shall have furnished or
caused to be furnished to the Administrative Agent: 
 (a) Copies, certified by the Secretary or Assistant Secretary of such Subsidiary (or
another officer of such Subsidiary approved by the Administrative Agent), approving the Borrowing Subsidiary Agreement and any other Loan Documents to which such Subsidiary is becoming a party and such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; 

(b) An incumbency certificate, executed by the Secretary or Assistant Secretary of such Subsidiary (or another officer of such Subsidiary
approved by the Administrative Agent), which shall identify by name and title and bear the signature of the officers or authorized signatories of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement
and the other Loan Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; 

(c) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with
respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the Lenders; and 

(d) Any promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the Administrative Agent.

 ARTICLE V 

Affirmative Covenants 

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full (other than contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination) and all Letters of Credit shall have expired or terminated, in each case, without any pending draw (or
shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent), and all LC Disbursements shall have been reimbursed, the Company covenants and agrees with the Lenders that: 

SECTION 5.01 Reporting. The Company shall: 

(a) Financial Reporting. Furnish to the Administrative Agent (with sufficient copies for each of the Lenders, which the Administrative
Agent shall promptly deliver to the Lenders); provided that the requirements of this Section 5.01(a)(1) or (2) may be satisfied by notice to the Administrative Agent that such documents required to be delivered pursuant to this
Section 5.01(a)(1) or (2) (to the extent included on Form 10-K or Form 10-Q) have been filed with the SEC: 

  
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 (1) Quarterly Reports. As soon as practicable, and in any event within
forty-five (45) days after the end of each of the Company’s first three fiscal quarters, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such period and the related consolidated statements of income and
cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, certified by the chief financial officer or treasurer of the Company on
behalf of the Company as fairly presenting the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in accordance with GAAP,
subject to normal year-end audit adjustments and the absence of footnotes. 
 (2) Annual Reports. As soon as
practicable, and in any event within ninety (90) days after the end of each fiscal year, (a) the consolidated and consolidating balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related
consolidated and consolidating statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, and in comparative form the corresponding figures for the previous fiscal year along with
consolidating schedules in form and substance sufficient to calculate the financial covenants set forth in Section 6.18, and (b) an audit report on the consolidated financial statements (but not the consolidating financial statements or
schedules) listed in clause (a) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the consolidated
financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in conformity with GAAP and that the examination by such accountants in connection with
such consolidated financial statements has been made in accordance with generally accepted auditing standards. 
 (3)
Officer’s Compliance Certificate. Together with each delivery of any financial statements pursuant to clauses (1) and (2) of this Section 5.01(a), (i) an Officer’s Certificate from the chief
financial officer or treasurer of the Company, stating that (x) the representations and warranties of the Company contained in Article III hereof shall have been true and correct in all material respects as of the date of such Officer’s
Certificate and (y) as of the date of such Officer’s Certificate no Default or Event of Default exists, or if any Default or Event of Default exists, stating the nature and status thereof and (ii) a compliance certificate signed by
the Company’s chief financial officer or treasurer setting forth calculations for the period which demonstrate compliance, when applicable, with the provisions of Section 5.12 and Article VI. 

(b) Notice of Default and Adverse Developments. Promptly upon any of the chief executive officer, chief operating officer, chief
financial officer, treasurer or controller of the Company obtaining actual knowledge (i) of any condition or event which constitutes a Default or Event of Default, or becoming aware that any Lender or Administrative Agent has given any written
notice with respect to a claimed Default or Event of Default under this Agreement, (ii) that any Person having the authority to give such a notice has given any written notice to the Company or any Subsidiary of the Company or taken any other
action with respect to a claimed default or event or condition of the type referred to in clause (e) of Article VII, or (iii) that any other development, financial or otherwise, which could reasonably be expected to have a Material Adverse
Effect has occurred specifying (a) the nature and period of existence of any such claimed default, Default, Event of Default, condition or event, (b) the notice given or action taken by such Person in connection therewith, and
(c) what action the Company has taken, is taking and proposes to take with respect thereto. 

  
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 (c) ERISA Notices. Deliver or cause to be delivered to the Administrative Agent and the
Lenders, at the Company’s expense, the following information and notices as soon as reasonably possible, and in any event: 

(1) within ten (10) Business Days after any member of the Controlled Group obtains knowledge that a Termination Event has
occurred which could reasonably be expected to subject the Company to liability individually or in the aggregate in excess of $25,000,000, a written statement of the chief financial officer or treasurer of the Company describing such Termination
Event and the action, if any, which the member of the Controlled Group has taken, is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the IRS, DOL or PBGC with respect thereto; 

(2) within ten (10) Business Days after the filing of any funding waiver request with the IRS, a copy of such funding
waiver request and thereafter all communications received by the Company or a member of the Controlled Group with respect to such request within ten (10) Business Days after such communication is received; and 

(3) within ten (10) Business Days after the Company or any member of the Controlled Group knows or has reason to know that
(a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under
Section 4042 of ERISA to terminate a Multiemployer Plan, a notice describing such matter. 
 For purposes of this Section 5.01(c), the Company and
any member of the Controlled Group shall be deemed to know all facts known by the administrator of any Plan of which the Company or any member of the Controlled Group is the plan sponsor. 

(d) Other Indebtedness. Deliver to the Administrative Agent (i) a copy of each regular report, notice or communication regarding
potential or actual defaults (including any accompanying officer’s certificate) delivered by or on behalf of the Company to the holders of funded Material Indebtedness, including, without limitation holders of Indebtedness under any Financing
Facility, pursuant to the terms of the agreements governing such Indebtedness, such delivery to be made at the same time and by the same means as such notice or other communication is delivered to such holders, and (ii) a copy of each notice
received by the Company from the holders of funded Material Indebtedness who are authorized and/or have standing to deliver such notice pursuant to the terms of such Indebtedness, such delivery to be made promptly after such notice is received by
Company. 
 (e) Other Reports. Deliver or cause to be delivered to the Administrative Agent and the Lenders copies of all financial
statements, reports and notices, if any, sent by the Company to its securities holders or filed with the SEC by the Company, other than Reports on Form 8-K which contain only information furnished pursuant to Item 12 thereof; provided
that the requirements of this Section 5.01(e) may be satisfied by notice to the Administrative Agent that such documents required to be delivered pursuant to this Section 5.01(e) have been filed with the SEC. 

(f) Environmental Notices. As soon as possible and in any event within ten (10) days after receipt by the Company, deliver or cause
to be delivered to the Administrative Agent a copy of (i) any notice or claim to the effect that the Company or any of its Subsidiaries is or may be liable to any Person as a result of the Release by the Company, any of its Subsidiaries, or any
other Person of any Contaminant into the environment, and (ii) any notice alleging any violation of any Environmental, Health or Safety Requirements of Law by the Company or any of its Subsidiaries if, in either case, such notice or claim
relates to an event which could reasonably be expected to subject the Company and each of its Subsidiaries to liability individually or in the aggregate in excess of $25,000,000. 

  
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 (g) New Permitted Financing Facilities and Permitted Receivables Facilities; Amendments to or
Refinancings of Existing Financing Facilities and Material Indebtedness. Promptly after the execution thereof, deliver or cause to be delivered to the Administrative Agent copies of (i) the documents evidencing the Indebtedness extended to
the Company or any of its Subsidiaries under a Permitted Financing Facility or Permitted Receivables Facility having an aggregate principal outstanding or committed amount equal to or greater than $50,000,000 and (ii) all material amendments,
restatements, supplements, modifications, extensions, or refinancings or replacements to or of, as the case may be, any of the documents evidencing all or any portion of the Indebtedness extended to the Company or any of its Subsidiaries under any
of the Financing Facilities and any other Material Indebtedness; provided, however, that nothing herein shall eliminate the necessity or advisability of providing advance copies of draft documentation of the foregoing to the Administrative Agent for
review in order to ensure the permissibility of any such Indebtedness, amendments, restatements, supplements, modifications, extensions, or refinancings or replacements. 

(h) Other Information. Promptly upon receiving a request therefor from the Administrative Agent, prepare and deliver to the
Administrative Agent and the Lenders such other information with respect to the Company, any of its Subsidiaries, or their respective businesses and assets, including, without limitation, schedules identifying and describing any Asset Sale (and the
use of the net cash proceeds thereof), as from time to time may be reasonably requested by the Administrative Agent. 
 SECTION 5.02
Corporate Existence. Except as permitted pursuant to Section 6.08, the Company shall, and shall cause each of its Subsidiaries to, at all times maintain its existence and preserve and keep, or cause to be preserved and kept, in full
force and effect its rights and franchises material to its businesses. 
 SECTION 5.03 Corporate Powers; Conduct of Business. The
Company shall, and shall cause each of its Material Subsidiaries to, qualify and remain qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified and where the failure to be so qualified will
have or would reasonably be expected to have a Material Adverse Effect. The Company will, and will cause each Material Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same fields of
enterprise as it is presently conducted unless the failure of the Company or its Material Subsidiaries to carry on and conduct its business as so described would not reasonably be expected to have a Material Adverse Effect. This Section 5.03
shall not prohibit any merger, consolidation, disposition, liquidation, dissolution or other transaction permitted by Section 6.08. 

SECTION 5.04 Compliance with Laws. The Company shall, and shall cause its Subsidiaries to, (a) comply with all Requirements of Law
and all restrictive covenants affecting such Person or the business, properties, assets or operations of such Person, and (b) obtain as needed all permits necessary for its operations and maintain such permits in good standing unless, in either
case, failure to comply or obtain such permits would not reasonably be expected to have a Material Adverse Effect. The Company will maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Company, its
Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 
 SECTION
5.05 Payment of Taxes and Claims; Tax Consolidation. The Company shall pay, and cause each of its Subsidiaries to pay, (i) all Taxes before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation,
claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien 

  
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permitted by Section 6.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto;
provided, however, that no such Taxes referred to in clause (i) above or claims referred to in clause (ii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith
by appropriate proceedings and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 

SECTION 5.06 Insurance. The Company shall maintain for itself and its Subsidiaries, or shall cause each of its Subsidiaries to maintain
in full force and effect, insurance policies and programs, with such deductibles or self-insurance amounts as reflect coverage that is reasonably consistent with prudent industry practice as determined by the Company. 

SECTION 5.07 Inspection of Property; Books and Records; Discussions. The Company shall permit and cause each of the Company’s
Subsidiaries to permit, any authorized representative(s) designated by either the Administrative Agent or any Lender to visit and inspect any of the properties of the Company or any of its Subsidiaries, to examine their respective financial and
accounting records and other material data relating to their respective businesses or the transactions contemplated hereby (including, without limitation, in connection with environmental compliance, hazard or liability), and to discuss their
affairs, finances and accounts with their officers and independent certified public accountants, all upon reasonable notice and at such reasonable times during normal business hours, as often as may be reasonably requested (provided that an officer
of the Company or any of its Subsidiaries may, if it so desires, be present at and participate in any such discussion). The Company shall keep and maintain, and cause each of the Company’s Subsidiaries to keep and maintain, in all material
respects, proper books of record and account in which entries in conformity with GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities. If an Event of Default has occurred and is continuing,
the Company, upon the Administrative Agent’s request, shall turn over copies of any such records to the Administrative Agent or its representatives. 

SECTION 5.08 ERISA Compliance. The Company shall, and shall cause each of the Company’s Subsidiaries to, establish, maintain and
operate all Plans to comply in all material respects with the provisions of ERISA and shall operate all Plans and Non-ERISA Commitments to comply in all material respects with the applicable provisions of the Code, all other applicable laws, and the
regulations and interpretations thereunder and the respective requirements of the governing documents for such Plans and Non-ERISA Commitments, except for any noncompliance which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect. 
 SECTION 5.09 Maintenance of Property. The Company shall cause all property necessary for the
conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may be necessary for the conduct of its business; provided, however, that nothing in this Section 5.09 shall prevent the Company from discontinuing the
operation or maintenance of any of such property if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the
Administrative Agent or the Lenders. 
 SECTION 5.10 Environmental Compliance. The Company and its Subsidiaries shall comply with all
Environmental, Health or Safety Requirements of Law, except where noncompliance with any such Environmental, Health or Safety Requirements of law will not have or could not reasonably be expected to have a Material Adverse Effect. 

  
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 SECTION 5.11 Use of Proceeds. The Borrowers shall use the proceeds of the Revolving Loans
solely for the general corporate purposes of the Company and its Subsidiaries in the ordinary course of business, including, without limitation, to finance Permitted Acquisitions and to repay existing Indebtedness (including Indebtedness arising
under the Existing Credit Agreement). The proceeds of the Term Loans shall be used solely for the general corporate purposes of the Company and its Subsidiaries, including, without limitation, to repay existing Indebtedness. No Borrower will request
any Borrowing or Letter of Credit, and the Borrowers shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit
(i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated
in the United States or in a European Union member state or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 

SECTION 5.12 Addition of Subsidiary Guarantors. 

(a) New Subsidiaries. The Company shall cause each New Subsidiary that is, at any time, a Material Domestic Subsidiary (other than a
SPV) to deliver to the Administrative Agent an executed supplement to become a Subsidiary Guarantor under the Subsidiary Guaranty in the form of Annex I attached to the Subsidiary Guaranty (a “Supplement”) and appropriate corporate
resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible upon the creation,
acquisition of or capitalization thereof or if otherwise necessary to remain in compliance with Section 6.17, but in any event within thirty (30) days of such creation, acquisition or capitalization (or such later date as may be deemed
necessary or appropriate by the Administrative Agent in its sole discretion). 
 (b) Additional Material Domestic Subsidiaries. If any
consolidated Subsidiary of the Company (other than a New Subsidiary to the extent addressed in Section 5.12(a) or a SPV) becomes a Material Domestic Subsidiary, the Company shall cause any such Material Domestic Subsidiary to deliver to the
Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith,
such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the date on which such consolidated Subsidiary became a Material Domestic Subsidiary
(or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). 
 (c) Additional
Subsidiary Guarantors. 
 (i) If at any time a member of the Senior Management Team of the Company has actual knowledge that the
aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than SPVs) which are not Subsidiary Guarantors exceed ten percent (10%) of Consolidated Domestic Assets of the Company and its consolidated Domestic
Subsidiaries (other than the SPVs), as calculated by the Company, the Company shall cause such consolidated Domestic Subsidiaries as are necessary to reduce such aggregate assets to or below ten percent (10%) of such Consolidated Domestic
Assets to deliver to the Administrative Agent executed Supplements to become Subsidiary Guarantors and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in
connection therewith, such Supplements and other 

  
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documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the initial date on which a member of the Senior
Management Team of the Company obtained actual knowledge that such aggregate assets exceed ten percent (10%) of such Consolidated Domestic Assets (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its
sole discretion). 
 (ii) If at any time (x) any Domestic Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any
Indebtedness under the Dutch Credit Agreement or (y) any Subsidiary of the Company which is not a Subsidiary Guarantor guaranties any Indebtedness of any Borrower for which such Borrower is a primary obligor (other than solely as a guarantor of
obligations of its Affiliates or other third parties), other than the Indebtedness hereunder, then in the case of clause (x) or (y), the Company shall cause such Subsidiary to deliver to the Administrative Agent an executed Supplement to become
a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered
to the Administrative Agent prior to or concurrently with the delivery of the guaranty of such other Indebtedness (or such later date as may be deemed necessary or appropriate by the Administrative Agent in its sole discretion). 

ARTICLE VI 
 Negative
Covenants 
 Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full (other than contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination) and all Letters of Credit shall have expired or terminated, in each case, without
any pending draw (or shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent), and all LC Disbursements shall have been reimbursed, the Company covenants and agrees with the
Lenders that: 
 SECTION 6.01 Subsidiary Indebtedness. The Company shall not permit any of its Subsidiaries directly or indirectly to
create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: 
 (a)
Indebtedness of the Subsidiaries under this Agreement or the Subsidiary Guaranty; 
 (b) Indebtedness in respect of guaranties executed by
any Subsidiary Guarantor with respect to any Indebtedness of the Company, provided such Indebtedness is not incurred by the Company in violation of this Agreement; 

(c) Indebtedness in respect of obligations secured by Customary Permitted Liens; 

(d) Indebtedness constituting Contingent Obligations permitted by Section 6.05; 

(e) Indebtedness arising from loans (a) from any Subsidiary to any wholly-owned Subsidiary or (b) from the Company to any
wholly-owned Subsidiary; provided, that if any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms reasonably satisfactory to
the Administrative Agent; 

  
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 (f) Indebtedness in respect of obligations under Swap Agreements permitted under
Section 6.15; 
 (g) Indebtedness with respect to surety, appeal and performance bonds obtained by any of the Company’s
Subsidiaries in the ordinary course of business; 
 (h) Indebtedness incurred pursuant to the Dutch Credit Agreement; 

(i) Indebtedness incurred in connection with any Permitted Receivables Facility; 

(j) Indebtedness under any agreement governing the provision of treasury or cash management services, including deposit accounts, overnight
draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and
reporting and trade finance services and other cash management services; 
 (k) Indebtedness of any Subsidiary assumed in connection with any
Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition; 
 (l) Separation
Obligations; and 
 (m) Other Indebtedness in addition to that referred to elsewhere in this Section 6.01 incurred by the Company’s
Subsidiaries; provided that no Default or Event of Default shall have occurred and be continuing at the date of such incurrence or would result therefrom; and provided further that the aggregate outstanding amount of all Indebtedness
incurred by the Company’s Subsidiaries (other than Indebtedness incurred pursuant to clauses (a), (b), (e), (f), (h), (i), (j) and (l) of this Section 6.01) shall not at any
time exceed 25% of the Company’s Consolidated Total Capitalization. 
 SECTION 6.02 Sales of Assets. Neither the Company nor any
of its Subsidiaries shall sell, assign, transfer, lease, convey or otherwise dispose of any property, whether now owned or hereafter acquired, or any income or profits therefrom, or enter into any agreement to do so, except: 

(a) sales of inventory in the ordinary course of business; 

(b) the disposition in the ordinary course of business of equipment that is obsolete, excess or no longer used or useful in the Company’s
or its Subsidiaries’ businesses; 
 (c) any Permitted Receivables Transfer in connection with a Permitted Receivables Facility; 

(d) sales, transfers or other dispositions of property to the Company or a Subsidiary Guarantor; and 

(e) sales, transfers or other dispositions of property of a Subsidiary that is not a Subsidiary Guarantor to another Subsidiary that is not a
Subsidiary Guarantor; 
 (f) the Company and its Subsidiaries may enter into, terminate or modify leases, subleases, licenses and sublicenses
of technology and other property (A) in the ordinary course of business or (B) between or among any Loan Parties and any of their Subsidiaries (or any combination thereof); 

  
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 (g) the sale, transfer or other disposition of patents, trademarks, copyrights and other
intellectual property which, in the reasonable judgment of the Company or any of its Subsidiaries, are determined to be uneconomical, negligible, unused or obsolete in the conduct of business; 

(h) the Company and its Subsidiaries may incur Liens permitted under Section 6.03; and 

(i) sales, assignments, transfers, leases, conveyances or other dispositions of other assets (other than pursuant to clauses
(a) through (h) above) if such transaction (i) is for not less than fair market value, and (ii) when combined with all such other transactions (each such transaction being valued at book value) occurring during the
fiscal year in which such proposed transaction occurred represents the disposition of not greater than fifteen percent (15%) of the Company’s Consolidated Assets (such Consolidated Assets being calculated for the end of the fiscal year
immediately preceding that in which such transaction is proposed to be entered into). 
 SECTION 6.03 Liens. Neither the Company nor
any of its Subsidiaries shall directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any of their respective property or assets except: 

(a) (i) Liens, if any, created by the Loan Documents or otherwise securing the Obligations, and (ii) Liens created by the “Loan
Documents” under and as defined in the Dutch Credit Agreement or otherwise securing the “Obligations” (as such terms are defined in the Dutch Credit Agreement), provided that such Liens are shared on an equal and ratable basis with
the Lenders with respect to the Obligations hereunder; 
 (b) Customary Permitted Liens; 

(c) Liens arising under any Permitted Receivables Facility Documents in connection with a Permitted Receivables Facility; and 

(d) other Liens, including Permitted Existing Liens, (a) securing Indebtedness of the Company and/or (b) securing Indebtedness of the
Company’s Subsidiaries as permitted pursuant to Section 6.01, all of which, when taken together, secure Indebtedness in an aggregate outstanding principal amount not to exceed five percent (5%) of Consolidated Assets at any time. 

In addition, neither the Company nor any of its Subsidiaries shall become a party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or other assets in favor of the Administrative Agent for the benefit of itself and the Holders of Obligations, as collateral for the Obligations; provided, that any
agreement, note, indenture or other instrument in connection with purchase money indebtedness (including Capitalized Leases) may prohibit the creation of a Lien in favor of the Administrative Agent for the benefit of itself and the Holders of
Obligations on the items of property obtained with the proceeds of such purchase money indebtedness; provided, further, that (a) the Permitted Receivables Facility Documents may prohibit the creation of a Lien with respect to all
of the assets of the SPV and with respect to the Receivables and Permitted Receivables Related Assets of any of the Receivables Sellers in favor of the Administrative Agent for the benefit of itself and the Holders of Obligations, as collateral for
the Obligations and (b) each of the Dutch Credit Agreement and any Permitted Financing Facility may prohibit the creation of a Lien in favor of the Administrative Agent, for the benefit of itself and the Holders of Obligations, as collateral
for the Obligations unless the holders of the obligations under the Dutch Credit Agreement or Permitted Financing Facility, as applicable, shall be provided with an equal and ratable Lien. 

  
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 SECTION 6.04 Investments. Neither the Company nor any of its Subsidiaries shall directly
or indirectly make or own any Investment except: 
 (a) Investments in cash and Cash Equivalents; 

(b) Permitted Existing Investments in an amount not greater than the amount thereof on the Effective Date; 

(c) Investments in trade receivables or received in connection with the bankruptcy or reorganization of suppliers and customers and in
settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; 
 (d)
Investments consisting of deposit accounts maintained by the Company and its Subsidiaries; 
 (e) Investments consisting of non-cash
consideration from a sale, assignment, transfer, lease, conveyance or other disposition of property permitted by Section 6.02; 
 (f)
Investments in any consolidated Subsidiaries (other than joint ventures) or in the Company; 
 (g) Investments in joint ventures and
nonconsolidated Subsidiaries in an aggregate amount not to exceed $50,000,000; 
 (h) Investments constituting Permitted Acquisitions; 

(i) Investments constituting Indebtedness permitted by Section 6.01 or Contingent Obligations permitted by Section 6.05; 

(j) Investments in the SPVs (a) required in connection with any Permitted Receivables Facility Documents and (b) resulting from the
transfers permitted by Section 6.02(c); 
 (k) deposits, prepayments and other credits to suppliers, lessors and landlords made in the
ordinary course of business; 
 (l) advances by the Company or any Subsidiary to employees in the ordinary course of business consistent with
past practices for travel and entertainment expenses, relocation costs and similar purposes; 
 (m) Investments in the form of Swap
Agreements to the extent permitted under Section 6.15; 
 (n) Investments by a Subsidiary of the Company that is not a Loan Party in any
Loan Party or in any other such Subsidiary that is also not a Loan Party; and 
 (o) Investments in addition to those referred to elsewhere
in this Section 6.04 in an aggregate amount not to exceed the greater of (i) $50,000,000 and (ii) 4.0% of Consolidated Tangible Assets. 

SECTION 6.05 Contingent Obligations. None of the Company’s Subsidiaries shall directly or indirectly create or become or be liable
with respect to any Contingent Obligation, except: (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary 

  
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course of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations, warranties, and indemnities, not relating to Indebtedness of any Person, which have been or are
undertaken or made in the ordinary course of business and not for the benefit of or in favor of an Affiliate of the Company or such Subsidiary; (iv) Contingent Obligations with respect to surety, appeal and performance bonds obtained by the
Company or any Subsidiary in the ordinary course of business; (v) Contingent Obligations of the Subsidiary Guarantors under the Subsidiary Guaranty; (vi) Contingent Obligations of Subsidiaries which are Subsidiary Guarantors under a
guaranty of the Indebtedness of the Company evidenced by the Dutch Credit Agreement or of the Borrowers under any Permitted Financing Facility; (vii) Contingent Obligations of the Company or any of its Subsidiaries arising under any Permitted
Receivables Facility Documents; (viii) Contingent Obligations of Foreign Subsidiaries represented by guarantees of obligations of other Foreign Subsidiaries (other than under the Dutch Credit Agreement); (ix) Contingent Obligations of
Subsidiaries which are guarantors under a guaranty of Indebtedness of a Subsidiary of the Company (including a Permitted Financing Facility, but excluding the Dutch Credit Agreement) permitted under Section 6.01(m); (x) Contingent
Obligations incurred in the ordinary course of business by any of the Company’s Subsidiaries in respect of obligations of any Subsidiary; and (xi) the Separation Obligations. 

SECTION 6.06 Conduct of Business; New Subsidiaries; Acquisitions. Except as expressly provided in clause (c) in the
definition of “Permitted Acquisition” below, neither the Company nor any of its Subsidiaries shall engage in any business other than the businesses engaged in by the Company and its Subsidiaries on the date of such transaction and any
business or activities which are substantially similar, related or incidental thereto. Without in any way limiting the foregoing, neither the Company nor any of its Subsidiaries shall make any Acquisitions, other than Acquisitions meeting the
following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”): 

(a) no Default or Event of Default shall have occurred and be continuing or would result from such Acquisition or the incurrence of any
Indebtedness in connection therewith, and all of the representations and warranties contained herein shall be true and correct on and as of the date such Acquisition with the same effect as though made on and as of such date; 

(b) the purchase is consummated on a non-hostile basis pursuant to a negotiated acquisition agreement approved by the board of directors or
other applicable governing body of the seller prior to the commencement of such Acquisition; provided, however, that nothing in this clause (b) shall prevent the Company or any Subsidiary from enforcing its rights against a
seller following a default in such seller’s obligations under any such agreement; 
 (c) the businesses being acquired shall be consumer
product companies or other businesses that are substantially similar, related or incidental to the businesses or activities engaged in by the Company and its Subsidiaries as of the Effective Date, as well as suppliers to or distributors of products
similar to those of the Company and its Subsidiaries; provided, however, that the Company and its Subsidiaries shall be permitted to acquire businesses that do not satisfy the foregoing criteria in this clause (c) so long
as the aggregate purchase price for all such Acquisitions does not exceed five percent (5%) of the Company’s consolidated tangible net assets (on a Pro Forma Basis) as of the date of the consummation of such Acquisition; and 

(d) prior to each such Acquisition, the Company shall determine that after giving effect to such Acquisition and the incurrence of any
Indebtedness by the Company or any of its Subsidiaries, to the extent permitted by this Agreement, in connection therewith, on a Pro Forma Basis the Company would have been in compliance with the financial covenants in Section 6.18 for the
applicable period being tested and no Event of Default shall otherwise have occurred and be continuing. 

  
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 SECTION 6.07 Transactions with Shareholders and Affiliates. Except for (a) the
Spin-Off Transaction and any agreements entered into pursuant thereto, (b) the transactions set forth on Schedule 6.07, (c) Permitted Receivables Transfers and (d) Investments permitted by Section 6.04, neither the Company
nor any of its Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder or holders
of any of the Equity Interests of the Company, or with any Affiliate of the Company which is not its Subsidiary, on terms that are less favorable to the Company or any of its Subsidiaries, as applicable, than those that might be obtained in an
arm’s length transaction at the time from Persons who are not such a holder or Affiliate. 
 SECTION 6.08 Restriction on Fundamental
Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one
transaction or series of transactions, all or substantially all of the Company’s or any such Subsidiary’s business or property, whether now or hereafter acquired, except (i) transactions permitted under Sections 6.02 or 6.06)
(including the liquidation, winding up or dissolution of a Subsidiary in connection with a transaction permitted under Section 6.02), (ii) a Subsidiary of the Company may be merged into, liquidated into or consolidated with the Company (in
which case the Company shall be the surviving corporation) or any wholly-owned Subsidiary of the Company; provided if (x) a Subsidiary Borrower is merged into, liquidated into or consolidated with another Subsidiary of the Company, the
surviving Subsidiary shall be (or shall concurrently become) the Subsidiary Borrower, and (y) a Subsidiary Guarantor is merged into, liquidated into or consolidated with another Subsidiary of the Company, the surviving Subsidiary shall also be
or shall become a Subsidiary Guarantor to the extent required under Section 6.11 or 6.17 hereunder, and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any
Person (other than the Company or any of its Subsidiaries) may merge or consolidate with the Company or any of its Subsidiaries in connection with a Permitted Acquisition; provided that any such merger or consolidation involving (A) the
Company must result in the Company as the surviving entity, (B) subject to the preceding clause (A), a Subsidiary Borrower must result in such Subsidiary Borrower as the surviving entity and (C) subject to the preceding clauses
(A) and (B), a Subsidiary Guarantor must result in such Subsidiary Guarantor as the surviving entity. 
 SECTION 6.09 Sales and
Leasebacks. Neither the Company nor any of its Subsidiaries shall become liable, directly, by assumption or by Contingent Obligation, with respect to any lease, whether an operating lease or a Capitalized Lease, of any property (whether real or
personal or mixed), (i) which it or one of its Subsidiaries sold or transferred or is to sell or transfer to any other Person, or (ii) which it or one of its Subsidiaries intends to use for substantially the same purposes as any other
property which has been or is to be sold or transferred by it or one of its Subsidiaries to any other Person in connection with such lease, unless in either case the sale involved is not prohibited under Section 6.02 and the lease involved is
not prohibited under Section 6.01. 
 SECTION 6.10 Margin Regulations; Use of Proceeds. Neither the Company nor any of its
Subsidiaries, shall use all or any portion of the proceeds of any credit extended under this Agreement (i) to purchase or carry Margin Stock in violation of any of the regulations of the Board, including Regulations T, U and X or (ii) for
any purpose other than those set forth in Section 5.11. 
 SECTION 6.11 ERISA. The Company shall not: 

(a) fail to satisfy the “minimum funding standard” (as defined in Sections 302 of ERISA and 412 of the Code), with respect to any
Benefit Plan, whether or not waived; 

  
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 (b) terminate, or permit any Controlled Group member to terminate, any Benefit Plan which would
result in liability of the Company or any Controlled Group member under Title IV of ERISA; 
 (c) fail, or permit any Controlled Group member
to fail, to pay any required installment or any other payment required under Section 412 of the Code on or before the due date for such installment or other payment; or 

(d) permit any unfunded liabilities with respect to any Foreign Pension Plan; 

except where such transactions, events, circumstances, or failures are not, individually or in the aggregate, reasonably expected to result in liability
individually or in the aggregate in excess of $50,000,000 or have a Material Adverse Effect. 
 SECTION 6.12 Corporate Documents;
Separation and Distribution Agreement. Neither the Company nor any of its Subsidiaries shall amend, modify or otherwise change any of the terms or provisions in any of their respective constituent documents or the Separation and Distribution
Agreement, in each case, as in effect on the date hereof, in any manner materially adverse to the interests of the Lenders, without the prior written consent of the Required Lenders. 

SECTION 6.13 Fiscal Year. Neither the Company nor any of its consolidated Subsidiaries shall change its fiscal year for accounting or
tax purposes from a twelve-month period ending September 30 of each year. 
 SECTION 6.14 Subsidiary Covenants. The Company will
not, and will not permit any Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution on its stock, redeem or
repurchase its stock, make any other similar payment or distribution, pay any Indebtedness or other obligation owed to the Company or any other Subsidiary, make loans or advances or other Investments in the Company or any other Subsidiary, to sell,
transfer or otherwise convey any of its property to the Company or any other Subsidiary or merge, consolidate with or liquidate into the Company or any other Subsidiary other than pursuant to (i) this Agreement, the Dutch Credit Agreement or
any other Permitted Financing Facility; provided, however, that the restrictions in a Permitted Financing Facility shall be no more adverse to the Lenders than the provisions set forth in this Agreement and in any event (x) shall not prohibit
any Subsidiary from paying dividends or making any other distribution on its stock to, redeem or repurchase its stock from, or making any other similar payment or distribution to, the Company or any Subsidiary Guarantor, and (y) shall not
prohibit the Company or any Subsidiary from paying any Indebtedness or other obligation owed to, making loans or advances or other Investments in, selling, transferring or otherwise conveying any of its property to, or merge, consolidate with or
liquidating into, the Company or any Subsidiary Guarantor, all as established by the Company to the reasonable satisfaction of the Administrative Agent and (ii) any Permitted Receivables Facility Documents. 

SECTION 6.15 Swap Obligations. The Company shall not and shall not permit any of its Subsidiaries to enter into any Swap Agreements
other than Swap Agreements entered into by the Company or its Subsidiaries pursuant to which the Company or such Subsidiary has hedged its or its Subsidiaries’ reasonably estimated interest rate, foreign currency or commodity exposure and which
are of a non-speculative nature. 
 SECTION 6.16 Issuance of Disqualified Stock. All issued and outstanding Disqualified Stock shall
be treated as Indebtedness for borrowed money for all purposes of this Agreement, and the amount of such deemed Indebtedness shall be the aggregate amount of the liquidation preference of such Disqualified Stock. 

  
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 SECTION 6.17 Non-Guarantor Subsidiaries. Subject to the grace period set forth in
Section 5.12(c)(i), the Company will not at any time permit the aggregate assets of all of the Company’s consolidated Domestic Subsidiaries (other than the SPVs) which are not Subsidiary Guarantors to exceed ten percent (10%) of
Consolidated Domestic Assets of the Company and its consolidated Subsidiaries (other than the SPVs). The Company shall not permit any of its Subsidiaries (including Foreign Subsidiaries) to guaranty any Indebtedness of any Borrower for which such
Borrower is a primary obligor (other than solely as a guarantor of obligations of its Affiliates or other third parties) other than the Indebtedness hereunder unless each such Subsidiary is a Subsidiary Guarantor under the Subsidiary Guaranty. 

SECTION 6.18 Financial Covenants. The Company shall comply with the following: 

(a) Maximum Leverage Ratio. The Company shall not permit the ratio (the “Leverage Ratio”), determined at the end of
each of its fiscal quarters, of (i) the sum of all Indebtedness of the Company and its Subsidiaries minus Qualified Cash, to (ii) EBITDA, to be greater than 3.50 to 1.00; provided that if, at the end of any fiscal quarter,
the Leverage Ratio is greater than 3.50 to 1.00 and the Company has entered into a transaction or transactions, excluding the Spin-Off Transaction and including, but not limited to, Permitted Acquisitions or repurchases of the Company’s Capital
Stock within the two most recently ended fiscal quarters (including such fiscal quarter) (a fiscal quarter in which all such conditions are satisfied, a “Trigger Quarter”), then the Leverage Ratio may be greater than 3.50 to 1.00
but shall not exceed 4.00 to 1.00 for such Trigger Quarter and the next succeeding three fiscal quarters; provided that, following the occurrence of a Trigger Quarter, no subsequent Trigger Quarter shall be deemed to have occurred or to exist
for any reason unless and until the Leverage Ratio has returned to less than or equal to 3.50 to 1.00 as of the end of at least one fiscal quarter following the occurrence of such initial Trigger Quarter; provided, further that the
Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fourth fiscal quarter after such initial Trigger Quarter. The Leverage Ratio shall be calculated as of the last day of each fiscal quarter based upon
(a) Indebtedness and Qualified Cash as of the last day of each such fiscal quarter and (b) EBITDA for the four-quarter period ending on such day. 

(b) Minimum Interest Expense Coverage Ratio. The Company shall maintain a ratio (the “Interest Expense Coverage
Ratio”), determined at the end of each of its fiscal quarters, of (a) EBIT for such period to (b) Interest Expense for such period of greater than 3.00 to 1.00. The Interest Expense Coverage Ratio shall be calculated as of the
last day of each fiscal quarter based upon EBIT and Interest Expense for the four-quarter period ending on such day. 
 ARTICLE VII 

Events of Default 
 If any
of the following events (“Events of Default”) shall occur: 
 (a) Failure to Make Payments When Due. Any Borrower
shall (i) fail to pay when due any of the Obligations consisting of principal with respect to the Loans or LC Disbursements with respect to Letters of Credit or (ii) shall fail to pay within five (5) Business Days of the date when due
any of the other Obligations under this Agreement or the other Loan Documents; 

  
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 (b) Breach of Certain Covenants. Any Borrower shall fail duly and punctually to perform or
observe any agreement, covenant or obligation binding on such Borrower or there shall otherwise be a breach of any covenant under: 

(1) Article V (other than Section 5.11) and such failure or breach shall continue unremedied for thirty (30) days
after the earlier to occur of (a) the date on which written notice from the Administrative Agent or any Lender is received by any Borrower of such breach and (b) the date on which a member of the Senior Management Team of any Borrower or
any Subsidiary Guarantor had knowledge of the existence of such breach or should have known of the existence of such breach; or 

(2) Section 5.11 or any provision of Article VI; 

(c) Breach of Representation or Warranty. Any representation or warranty made or deemed made by any Borrower to the Administrative Agent
or any Lender herein or by any Borrower or any of its Subsidiaries in any of the other Loan Documents or in any statement or certificate at any time given by any such Person pursuant to any of the Loan Documents shall be false or misleading in any
material respect on the date as of which made (or deemed made); 
 (d) Other Defaults. Any Borrower shall default in the performance
of or compliance with any term contained in this Agreement (other than as covered by clauses (a) or (b) of this Article VII), or any Borrower or any of its Subsidiaries shall default in the performance of or compliance with
any term contained in any of the other Loan Documents, and such default shall continue for thirty (30) days after the earlier to occur of (i) the date on which written notice from the Administrative Agent or any Lender is received by any
Borrower of such breach and (ii) the date on which a member of the Senior Management Team of any Borrower or any Subsidiary Guarantor had knowledge of the existence of such breach or should have known of the existence of such breach; 

(e) Default as to Other Indebtedness. The Company or any of its Subsidiaries shall fail to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), beyond any period of grace provided, with respect to any Indebtedness (other than Indebtedness hereunder) which individually or together with other such Indebtedness as to
which any such failure exists (other than hereunder) constitutes Material Indebtedness; or any breach, default or event of default (including any “Amortization Event” or event of like import in connection with any Permitted Receivables
Facility) shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Material Indebtedness beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause
an acceleration, mandatory redemption, a requirement that the Company or any of its Subsidiaries offer to purchase such Material Indebtedness or other required repurchase of such Material Indebtedness, or permit the holder(s) of such Material
Indebtedness to accelerate the maturity of any such Material Indebtedness or require a redemption or other repurchase of such Material Indebtedness; or any such Material Indebtedness shall be otherwise declared to be due and payable (by acceleration
or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Company or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; 

(f) Involuntary Bankruptcy; Appointment of Receiver, Etc. 

(1) An involuntary case shall be commenced against the Company or any of the Company’s Material Subsidiaries and the
petition shall not be dismissed, stayed, bonded or discharged within sixty (60) days after commencement of the case; or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or any of the


  
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Company’s Material Subsidiaries in an involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect; or any other similar relief shall be
granted under any applicable federal, state, local or foreign law; 
 (2) A decree or order of a court having jurisdiction in
the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Company or any of the Company’s Material Subsidiaries or over all or a substantial part of the property
of the Company or any of the Company’s Material Subsidiaries shall be entered; or an interim receiver, trustee or other custodian of the Company or any of the Company’s Material Subsidiaries or of all or a substantial part of the property
of the Company or any of the Company’s Material Subsidiaries shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the property of the Company or any of the Company’s Material
Subsidiaries shall be issued and any such event shall not be stayed, dismissed, bonded or discharged within sixty (60) days after entry, appointment or issuance; 

(g) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Company or any of the Company’s Material Subsidiaries (i) shall
commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to
a voluntary case, under any such law, (iii) shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property, (iv) shall make any assignment for the benefit of
creditors, (v) shall take any corporate action to authorize any of the foregoing or (vi) is generally not paying, or admits in writing its inability to pay, its debts as they become due; 

(h) Judgments and Attachments. Any money judgment(s) (other than a money judgment covered by insurance as to which the insurance company
has not disclaimed or reserved the right to disclaim coverage), writ or warrant of attachment, or similar process against the Company or any of its Subsidiaries or any of their respective assets involving in any single case or in the aggregate an
amount in excess of $50,000,000 is or are entered and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than fifteen (15) days prior to the date of any proposed sale
thereunder; 
 (i) Dissolution. Any order, judgment or decree shall be entered against any Borrower decreeing its involuntary
dissolution or split up and such order shall remain undischarged and unstayed for a period in excess of sixty (60) days; or any Borrower shall otherwise dissolve or cease to exist except as specifically permitted by this Agreement; 

(j) Loan Documents. At any time, for any reason, any Loan Document as a whole that materially affects the ability of the Administrative
Agent, or any of the Lenders to enforce the Obligations ceases to be in full force and effect or the Company or any of the Company’s Subsidiaries party thereto seeks to repudiate its obligations under any Loan Document; 

(k) Termination Event. Any Termination Event occurs which the Required Lenders believe is reasonably likely to subject either the
Company or any of its Subsidiaries to liability individually or in the aggregate in excess of $50,000,000; 
 (l) Waiver of Minimum
Funding Standard. If the plan administrator of any Plan applies under Section 412(c) of the Code for a waiver of the minimum funding standards of Section 412(a) of the Code and the Required Lenders believe the substantial business
hardship upon which the application for the waiver is based could reasonably be expected to subject either the Company or any of its Subsidiaries to liability individually or in the aggregate in excess of $50,000,000; 

  
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 (m) Change in Control. A Change in Control shall occur; 

(n) Swap Agreements. Nonpayment by any Borrower of any material obligation under any Swap Agreement or the breach by any Borrower of any
material term, provision or condition contained in any such Swap Agreement; 
 (o) Environmental Matters. The Company or any of its
Subsidiaries shall be the subject of any proceeding or investigation pertaining to (i) the Release by the Company or any of its Subsidiaries of any Contaminant into the environment, (ii) the liability of the Company or any of its
Subsidiaries arising from the Release by any other Person of any Contaminant into the environment, or (iii) any violation of any Environmental, Health or Safety Requirements of Law which by the Company or any of its Subsidiaries, which, in any
case, has had or could reasonably be expected to have a Material Adverse Effect; 
 (p) Subsidiary Guarantor Revocation. Any
Subsidiary Guarantor shall terminate or revoke any of its obligations under the Subsidiary Guaranty or breach any of the material terms of such Subsidiary Guaranty; or 

(q) Permitted Receivables Facility Document Events. A “termination event”, an “amortization event” or any other
breach or event of like import under any Permitted Receivables Facility Documents permitted hereby (any such event, a “Receivables Facility Trigger Event”) shall (i) occur with respect to the conduct or performance of
(a) any Receivables Seller, (b) any servicer of the Receivables (so long as such servicer is the Company or a Subsidiary thereof) under the Permitted Receivables Facility Documents, (c) any guarantor of the obligations of any
Receivables Seller or servicer under the Permitted Receivables Facility Documents or (d) any of their respective Subsidiaries other than an SPV and (ii) result in the termination of reinvestments of collections or proceeds of Receivables
and Permitted Receivables Related Assets under any agreements evidencing Attributable Receivables Indebtedness (it being understood and agreed that the occurrence of a Receivables Facility Trigger Event resulting solely from (x) the conduct or
performance of an SPV and/or (y) the performance or quality of the Receivables securing the obligations under the Permitted Receivables Facility Documents, taken together with the circumstances described in the foregoing clause (ii),
shall not give rise to a Default under this clause (q); 
 then, and in every such event (other than an event with respect to any Borrower described
in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either or both of the
following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which
case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other
Obligations of the Borrowers accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in
case of any event with respect to any Borrower described in clause (f) or (g) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all
fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the
occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or
equity. 

  
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 ARTICLE VIII 

The Administrative Agent 

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and the Issuing Banks), and neither the Company nor any other Loan Party shall have
rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the Administrative Agent is
not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. 
 The bank serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of
business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. 
 The
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the
Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with
the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful
misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative
Agent by the Company or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document,
(ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in
any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
 The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other 

  
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writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent. 
 Subject to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Company. Upon any such resignation, the Required Lenders shall have the right (with the consent of the Company (such
consent not to be unreasonably withheld or delayed); provided, that no consent of the Company shall be required if an Event of Default has occurred and is continuing), to appoint a successor. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by any
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent. 
 Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and
letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or
hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the
United States securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or
any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. 

None of the Lenders, if any, identified in this Agreement as a Syndication Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be 

  
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deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as Syndication Agent
as it makes with respect to the Administrative Agent in the preceding paragraph. 
 The Lenders are not partners or co-venturers, and no
Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the
Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement. 

ARTICLE IX 

Miscellaneous 
 SECTION
9.01 Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows: 
 (i)
if to any Borrower, to it c/o the Company at 1350 Timberlake Manor Parkway, Suite 300, Chesterfield, MO 63017, Attention of William C. Fox, Vice President and Treasurer (Facsimile No. (314) 985-2220) with a copy to 6 Research Drive, Shelton,
Connecticut 06484, Attention of General Counsel (Facsimile No. (203) 680-9018); 
 (ii) if to the Administrative Agent, to JPMorgan
Chase Bank, N.A., 10 S. Dearborn Street, 7th Floor, Chicago, IL 60603, Attention of Latanya Driver (Facsimile No. (888) 292-9533), with a copy to 10 S. Dearborn Street, 9th Floor, Chicago, IL 60603, Attention of Gregory Martin (Facsimile No. (312) 212-5912); 

(iii) if to the Issuing Banks: 

(w) in the case of JPMorgan Chase Bank, N.A., to JPMorgan Chase Bank, N.A., 10 S. Dearborn Street, 7th Floor, Chicago, IL
60603, chicago.lc.agency.activity.team@jpmchase.com, (Telephone No. (855) 609- 9959); 
 (x) in the case of Bank
of America, N.A., to 101 N Tryon Street Charlotte, NC 28255, Attention of Pallavi Malik, pallavi.malik@bankofamerica.com (Facsimile No. (312) 453-4308); 

(y) in the case of The Bank of Tokyo-Mitsubishi UFJ, Ltd., to Loan Operations Department, 1251 Avenue of the Americas, 12th
Floor, New York, NY 10020-1104, Attention of Ligia Castro, lcastro@us.mufg.jp (Facsimile No. (201) 521-2304); and 

(z) in the case of Citibank, N.A., c/o Citicorp North America, Inc., 3800 Citibank Center, Building B, 3rd Floor, Tampa,
Florida 33610, Attn: U.S. Standby Unit, us.standby@citi.com (Telephone No. (866) 945-6284, Facsimile No. (813) 604-7187); 

(iv) if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 S. Dearborn Street, 7th Floor, Chicago, IL, Attention of Nan Wilson,
(Facsimile No. (844)490-5663); and 

  
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 (v) if to any other Lender, to it at its address (or facsimile number) set forth in its
Administrative Questionnaire. 
 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business
day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). 

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Electronic Systems
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative
Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to
particular notices or communications. 
 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent
to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of
notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 

(c) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties
hereto. 
 (d) Electronic Systems. 

(i) Each Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined
below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. 

(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The
Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the
Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, any Issuing Bank or any other Person or entity for damages of any kind, including direct or
indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications through an Electronic System
except with respect to actual or direct damages 

  
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to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the willful misconduct or gross negligence of any Agent Party.
“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which
is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System. 

(e) Notices by the Borrowers. Each Subsidiary Borrower hereby designates the Company as its authorized agent to provide notices on
behalf of such Subsidiary Borrower pursuant to Article II hereof, and the Administrative Agent and the Lenders hereby acknowledge and agree to such designation. 

SECTION 9.02 Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents 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 Borrower therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter
of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. 

(b) Except as provided in Section 2.20 with respect to an Incremental Term Loan Amendment, neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the amount of the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby (provided, that (x) any amendment or modification of the financial covenants in this Agreement (or defined terms used in
the financial covenants in this Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii) even if the effect of such amendment or modification would be to reduce the rate of interest on any
Loan or any LC Disbursement or to reduce any fee payable hereunder and (y) only the consent of the Required Lenders shall be necessary to amend the provisions of Section 2.13(c) or to waive any obligation of any Borrower to pay interest or
any other amount at the interest rate prescribed in such Section), (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount
of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby (other than any reduction of such amounts arising with respect to the matters
set forth in the proviso to clause (ii) above), (iv) change Section 2.18(b) or (d) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change
any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or
grant any consent hereunder, without the written consent of each Lender (it 

  
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being understood that, solely with the consent of the parties prescribed by Section 2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the
determination of Required Lenders on substantially the same basis as the Commitments and the Revolving Loans are included on the Effective Date) or (vi) (x) release the Company from its obligations under Article X or (y) except as
permitted pursuant to Section 9.14, release all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty, in each case, without the written consent of each Lender; provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the
Swingline Lender, as the case may be (it being understood that any change to Section 2.21 shall require the consent of the Administrative Agent, the Issuing Banks and the Swingline Lender). Notwithstanding the foregoing, no consent with respect
to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first
proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification. 

(c) Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written
consent of the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit facilities (in addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to permit
extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, existing Term Loans,
Incremental Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders (it being understood and agreed
that any such amendment in connection with new or increased Commitments and/or Incremental Term Loans in accordance with Section 2.20 shall require only the consent of the parties prescribed by such Section and shall not require the consent of
the Required Lenders). 
 (d) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each
Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being
referred to herein as a “Non-Consenting Lender”), then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other
entity which is reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to
become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) each
Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) the outstanding principal amount of its Loans and participations in LC Disbursements and all interest, fees and other amounts then accrued but
unpaid to such Non-Consenting Lender by such Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any,
equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. 

(e) Notwithstanding anything to the contrary herein (i) the Administrative Agent may, with the consent of the Borrowers only, amend,
modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency and (ii) the Administrative Agent may, without any other party’s consent, amend this Agreement on the
Effective Date to append hereto the Schedules received from the Borrowers pursuant to Section 4.02(a)(i). 

  
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 SECTION 9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrowers shall be jointly
and severally liable to pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees,
disbursements and other charges of a single firm as primary counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and a single firm of local counsel in each applicable jurisdiction, for the
Administrative Agent) in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of
this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and
documented out-of-pocket expenses incurred by any Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket
expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm as primary
counsel, along with such specialist counsel as may reasonably be required by the Administrative Agent, and a single firm of local counsel in each applicable jurisdiction, for the Administrative Agent, and not more than a single firm of outside
counsel, and a single firm of local counsel in each applicable jurisdiction, for all of the other Lenders and, in the event of an actual or reasonably perceived conflict of interest (as reasonably determined by the Administrative Agent or applicable
Lender), one additional firm of counsel for each group of similarly affected persons) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring
or negotiations in respect of such Loans or Letters of Credit. 
 (b) The Borrowers shall jointly and severally indemnify the Administrative
Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and reasonable and documented expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of any Contaminant on or from any property owned or operated by the Company or any of its Subsidiaries, or any liability
arising in connection with any Environmental, Health or Safety Requirements of Law related in any way to the Company or any of its Subsidiaries or their respective properties and operations, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Company or any other Loan Party or its or their respective equity holders, Affiliates, creditors or
any other third Persons and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such


  
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Indemnitee or (ii) any dispute solely among Indemnitees (not arising as a result of any act or omission by the Company or any of its Subsidiaries or Affiliates) other than claims against any
Credit Party in its capacity as, or in fulfilling its role as, the Administrative Agent, an Issuing Bank, the Swingline Lender, a lead arranger, bookrunner, agent or any similar role under or in connection with this Agreement. This
Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. 

(c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or the
Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, and each Revolving Lender severally agrees to pay to such Issuing Bank or the Swingline Lender, as the case may
be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Borrowers’ failure to pay any such amount shall
not relieve the Borrowers of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such. 
 (d) To the extent permitted by applicable law,
no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information
transmission systems (including the Internet) other than damages that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the
extent permitted by applicable law, no Indemnitee shall assert against any Loan Party or its Related Parties and no Loan Party shall assert against any Indemnitee, and each Indemnitee and Loan Party hereby waives, any claim on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing contained in this sentence shall limit each Borrower’s indemnity obligations to the extent set forth in
Section 9.03(b). 
 (e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand
therefor. 
 SECTION 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an
Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld) of: 

  
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 (A) the Company (provided that the Company shall be deemed to have consented to
any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof); provided, further, that no consent of the Company shall be required for an
assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; 

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all
or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; 
 (C) the Issuing Banks; provided
that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term Loan; and 
 (D) the
Swingline Lender; provided that no consent of the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan. 

(ii) Assignments shall be subject to the following additional conditions: 

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of Revolving Commitments and Revolving Loans) or $1,000,000 (in the case of a Term Loan) unless each of the Company and the
Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing; 

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans; 

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption
or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a
processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and 

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in
which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Affiliates and their Related Parties or their respective securities) will
be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 

  
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 For the purposes of this Section 9.04(b), the terms “Approved Fund” and
“Ineligible Institution” have the following meanings: 
 “Approved Fund” means any Person (other than a natural
person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Ineligible Institution” means
(a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Company, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary
benefit of, a natural person or relative(s) thereof. 
 (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations (including, without limitation, the obligation to timely deliver the documentation described in Section 2.17(f)) of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. 

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of each Borrower, shall maintain at one of its
offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders
shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the
Company, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (v)
Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the
information contained 

  
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therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c),
2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full,
together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 

(c) Any Lender may, without the consent of any Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell
participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations; and (C) the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f)
(it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater
payment under Sections 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that
occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

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

  
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 SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by
the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding (unless such Letter of Credit has been cash
collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any other Loan Document or any provision hereof or thereof. 
 SECTION 9.06 Counterparts; Integration;
Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Sections 4.01, 4.02 and 9.17, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed
signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any
document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

SECTION 9.07 Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

  
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 SECTION 9.08 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final
and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Borrower or any Subsidiary Guarantor against any of and all of the Obligations held
by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have. 
 SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York. 
 (b) Each
Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States District Court for the
Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the
courts of any jurisdiction. 
 (c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of
this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

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

SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

  
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 SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (g) on a confidential basis to (1) any rating agency in
connection with rating the Company or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit
facilities provided for herein, (h) with the consent of the Company or (i) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the
Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Company. For the purposes of this Section, “Information” means all information received from the Company relating to the Company
or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company and other than information pertaining to this Agreement
routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the Company after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

EACH OF THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING
PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE
USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE COMPANY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE
COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE OTHER LOAN PARTIES AND THEIR 

  
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RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT
CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW. 

SECTION 9.13 USA PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan Party that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such
Lender to identify such Loan Party in accordance with the Patriot Act. 
 SECTION 9.14 Releases of Subsidiary Guarantors. (a) A
Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary;
provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this
Section (including pursuant to clause (b) or (c) below), the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that
such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. 

(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release
any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (i) such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or (ii) such release is approved, authorized, or ratified by the requisite Lenders
pursuant to Section 9.02. 
 (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and
other amounts payable under the Loan Documents and the other Obligations (other than (i) contingent indemnification or reimbursement Obligations expressly stated to survive such payment and termination and (ii) any Specified Ancillary
Obligations or other obligations under any Swap Agreement or any Banking Services Agreement) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters
of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent) (the foregoing, collectively, the “Final Release Conditions”), the Subsidiary Guaranty and
the Company’s Guarantee pursuant to Article X and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor and the Company thereunder shall automatically terminate, all without delivery of any
instrument or performance of any act by any Person. 
 (d) Upon request by the Administrative Agent at any time, the Lenders will confirm in
writing the Administrative Agent’s authority to release any particular Subsidiary Guaranty pursuant hereto. 
 SECTION 9.15 Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law
(collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, 

  
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taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and
the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the
date of repayment, shall have been received by such Lender. 
 SECTION 9.16 No Advisory or Fiduciary Responsibility. In connection
with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees that: (i) (A) the arranging and
other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) such Borrower
has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not,
and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to such Borrower or any of its Affiliates with respect to the
transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of such Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to such Borrower or its Affiliates. To the fullest extent
permitted by law, each Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby. 
 SECTION 9.17 Effect of Signing Date. The Company and its Subsidiaries shall not have any
effective obligations under this Agreement and the Loan Documents prior to the Effective Date other than pursuant to (i) the Commitment Letter dated May 8, 2015, among Energizer Holdings, Inc., JPMorgan Chase Bank, N.A., J.P. Morgan
Securities LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Citigroup Global Markets Inc. (the “Agent and Arranger Parties”), (ii) the Fee
Letters referred to in such Commitment Letter, dated May 8, 2015, between or among Energizer Holdings, Inc. and one or more of the Agent and Arranger Parties, and (iii) Sections 3.01, 3.02, 3.03, 3.04, 3.05, 9.02 through 9.13 and 9.16 of
this Agreement. 
 SECTION 9.18 Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the
contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the
Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any Bail-In Action on any such
liability, including, if applicable: 

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

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its
parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or 
 (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and
Conversion Powers of any EEA Resolution Authority. 
 ARTICLE X 

Company Guaranty 
 In
order to induce the Lenders to extend credit to the Borrowers hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Company hereby absolutely and irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, the payment when and as due of (a) all Obligations of the Subsidiary Borrowers and (b) the Specified Ancillary Obligations of the Subsidiaries (all amounts described in the
preceding clause (a) and (b) being referred to collectively as the “Company Guaranteed Obligations”). Each Borrower further agrees that the due and punctual payment of such Specified Ancillary 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 guarantee hereunder notwithstanding any such extension or renewal of any such Company Guaranteed Obligation. 

The Company waives presentment to, demand of payment from and protest to any Subsidiary of any of the Company Guaranteed Obligations, and also
waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected by (a) the failure of any applicable Lender (or any of its Affiliates) to assert any claim or
demand or to enforce any right or remedy against any Subsidiary under the provisions of any Banking Services Agreement, any Swap Agreement or otherwise; (b) any extension or renewal of any of the Company Guaranteed Obligations; (c) any
rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement or other agreement; (d) any default, failure or
delay, willful or otherwise, in the performance of any of the Company Guaranteed Obligations; (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve
any rights to, any security or collateral for the Company Guaranteed Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Company
Guaranteed Obligations; (g) the enforceability or validity of the Company Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the
Company Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any other guarantor of any of the Company Guaranteed Obligations, for any reason related to this Agreement, any
other Loan Document, any Banking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary or any other guarantor of the Company
Guaranteed Obligations, of any of the Company Guaranteed Obligations or otherwise affecting any term of any of the Company Guaranteed Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or
to any extent vary the risk of the Company or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Company to subrogation. 

  
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 The Company further agrees that its agreement hereunder constitutes a guarantee of payment when
due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Company Guaranteed Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that
any resort be had by any applicable Lender (or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank or any Lender in favor of any Subsidiary or any other Person. 

The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and
shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Company Guaranteed Obligations, any impossibility in the performance of any
of the Company Guaranteed Obligations or otherwise in any such case, other than, with respect to any Company Guaranteed Obligation, the full performance and payment in cash of such Company Guaranteed Obligations, or satisfaction otherwise of the
Final Release Conditions. 
 The Company further agrees that its obligations hereunder shall constitute a continuing and irrevocable
guarantee of all Company Guaranteed Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Company Guaranteed Obligation (including a payment
effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by any applicable Lender (or any of its Affiliates) upon the insolvency, bankruptcy or reorganization of any Subsidiary or otherwise
(including pursuant to any settlement entered into by a holder of Company Guaranteed Obligations in its discretion). 
 In furtherance of
the foregoing and not in limitation of any other right which any applicable Lender (or any of its Affiliates) may have at law or in equity against the Company by virtue hereof, upon the failure of any Subsidiary to pay any Company Guaranteed
Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Company hereby promises to and will, upon receipt of written demand by any applicable Lender (or any of its
Affiliates), forthwith pay, or cause to be paid, to such applicable Lender (or any of its Affiliates) in cash an amount equal to the unpaid principal amount of such Company Guaranteed Obligations then due, together with accrued and unpaid interest
thereon. The Company further agrees that if payment in respect of any Company Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other Eurocurrency Payment Office and
if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Company Guaranteed Obligation in such currency or at such place of payment shall be impossible or, in
the reasonable judgment of any applicable Lender (or any of its Affiliates), disadvantageous to such applicable Lender (or any of its Affiliates) in any material respect, then, at the election of such applicable Lender, the Company shall make
payment of such Company Guaranteed Obligation in Dollars (based upon the applicable Equivalent Amount in effect on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by such applicable Lender
(or its Affiliate) and, as a separate and independent obligation, shall indemnify such applicable Lender (and any of its Affiliates) against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative
payment. 
 Upon payment by the Company of any sums as provided above, all rights of the Company against any Subsidiary arising as a result
thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all the Company Guaranteed Obligations owed by such Subsidiary to the
applicable Lender (or its applicable Affiliates). 

  
 97 








 The Company hereby absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each Subsidiary Guarantor to honor all of its obligations under the Subsidiary Guaranty in respect of Specified Swap Obligations (provided, however, that the Company shall only be liable under
this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer, and not for any greater amount). The Company intends that this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Subsidiary
Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 Nothing shall discharge or satisfy the
liability of the Company under this Article X except, with respect to any Company Guaranteed Obligation, the full performance and payment in cash of such Company Guaranteed Obligations, or satisfaction otherwise of the Final Release Conditions. 

[Signature Pages Follow]  

  
 98 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective authorized officers as of the day and year first above written. 
 [SIGNATURE PAGES INTENTIONALLY
OMITTED] 







 SCHEDULE A 

COMMITMENTS 
  

									
	 	  	REVOLVING LOAN	 	  	 TERM LOAN
	 
	 LENDER
	  	 COMMITMENT
	 	  	 COMMITMENT
	 
			
	 JPMORGAN CHASE BANK, N.A.
	  	$	115,000,000	  	  	$	75,000,000	  
			
	 BANK OF AMERICA, N.A.
	  	$	115,000,000	  	  	$	75,000,000	  
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	  	$	115,000,000	  	  	 	—  	  
			
	 CITIBANK, N.A.
	  	$	115,000,000	  	  	 	—  	  
			
	 TD BANK, N.A.
	  	$	90,000,000	  	  	$	25,000,000	  
			
	 THE NORTHERN TRUST COMPANY
	  	$	60,000,000	  	  	$	10,000,000	  
			
	 STANDARD CHARTERED BANK
	  	$	40,000,000	  	  	 	—  	  
			
	 AGGREGATE COMMITMENT
	  	$	650,000,000	  	  	$	185,000,000	  








 EXHIBIT A 

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

							
	1.    	  	Assignor:	 	 	  	
				
	2.	  	Assignee:	 	 	  	
			
		  		 	[and is an Affiliate/Approved Fund of [identify Lender]1]
			
	3.	  	Borrowers:	 	Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”) and certain Subsidiary Borrowers
			
	4.	  	Administrative Agent:    	 	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement

  

	1 	Select as applicable. 









							
			
	5.    	  	Credit Agreement:        	  	The Credit Agreement dated as of June 1, 2015 among Company, the Subsidiary Borrowers parties thereto, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents parties
thereto

  

	6.	Assigned Interest: 

  

											
	 Facility Assigned2
	  	 Aggregate Amount
of
Commitment/Loans for all
Lenders
	 	  	 Amount of Commitment/

Loans Assigned
	 	  	 Percentage
Assigned of
Commitment/Loans3

				
		  	$	                                	  	  	$	                                	  	  	                %
				
		  	$	 	  	  	$	 	  	  	                %
				
		  	$	 	  	  	$	 	  	  	                %

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

			
	 ASSIGNOR
  

[NAME OF ASSIGNOR]

		
	By:	 	 
		 	Title:


  

			
	 ASSIGNEE
  

[NAME OF ASSIGNEE]

		
	By:	 	 
		 	Title:


  

	2 	Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Agreement (e.g. “Revolving Commitment”, “Term Loan Commitment”, etc.)



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


  
 2 









			
	 Consented to and Accepted:
  

JPMORGAN CHASE BANK, N.A., as
 Administrative Agent, an Issuing
Bank and Swingline Lender

		
	By:	 	 
		 	Title:

  

			
	[                                
]., as an Issuing Bank
		
	By:	 	 
		 	Title:

  

			
	 [Consented to:]4

 
 EDGEWELL PERSONAL CARE COMPANY

(formerly known as ENERGIZER HOLDINGS, INC.)

		
	By:	 	 
		 	Title:

  
  

	4 	To be added only if the consent of Borrower is required by the terms of the Credit Agreement. 


  
 3 








 ANNEX I 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements,
if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01(a) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is
any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent,
the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

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

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee
and the Assignor by Electronic Signature or delivery of an executed counterpart of a 







 
signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 2 








 EXHIBIT B-1 

FORM OF BORROWING SUBSIDIARY AGREEMENT 

BORROWING SUBSIDIARY AGREEMENT dated as of [            ], among
Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”), the undersigned Subsidiary Borrower (the “New Borrowing Subsidiary”) and JPMorgan Chase Bank, N.A., as administrative agent
(in such capacity, the “Administrative Agent”). 
 Reference is hereby made to the Credit Agreement dated as of
June 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party
thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have
agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Subsidiary Borrowers (together with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New
Borrowing Subsidiary become a Subsidiary Borrower. The New Borrowing Subsidiary hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement on behalf of the New Subsidiary Borrower and sign this
Borrowing Subsidiary Agreement and the other Loan Documents to which the New Borrowing Subsidiary is, or may from time to time become, a party:
[                        ]. 

Each of the Company and the New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company in the
Credit Agreement relating to the New Borrowing Subsidiary and this Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on
and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material
Adverse Effect, in all respects) as of that date. Borrower [INSERT OTHER PROVISIONS REASONABLY REQUESTED BY ADMINISTRATIVE AGENT OR ITS COUNSEL]. The Company agrees that the Guarantee of the Company contained in the
Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the
Credit Agreement and shall constitute a “Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 

[Signature Page Follows] 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
authorized officers as of the date first appearing above. 
  

			
	 EDGEWELL PERSONAL CARE COMPANY

(formerly known as ENERGIZER HOLDINGS, INC.)

		
	By:	 	 
		 	Name:  
		 	Title:    


  

			
	[NAME OF NEW BORROWING SUBSIDIARY]
		
	By:	 	 
		 	Name:  
		 	Title:    


  

			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	 
		 	Name:  
		 	Title:    









 EXHIBIT B-2 

FORM OF BORROWING SUBSIDIARY TERMINATION 

JPMorgan Chase Bank, N.A. 
 as Administrative Agent 

for the Lenders referred to below 
 [10 South
Dearborn Street] 
 [Chicago, Illinois 60603] 

Attention:
[                        ] 

[Date] 
 Ladies and
Gentlemen: 
 The undersigned, Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”),
refers to the Credit Agreement dated as of June 1, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among, the Company, the Subsidiary Borrowers party
thereto (together with the Company, the “Borrowers”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
 The Company hereby
terminates the status of [                        ] (the “Terminated Borrowing Subsidiary”) as a
Subsidiary Borrower under the Credit Agreement. [The Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as of the date hereof and that all amounts payable by the Terminated
Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement have been paid in full on or prior
to the date hereof.] [The Company acknowledges that the Terminated Borrowing Subsidiary shall continue to be a Borrower until such time as all Loans made to the Terminated Borrowing Subsidiary shall have been prepaid and all
amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement
shall have been paid in full, provided that the Terminated Borrowing Subsidiary shall not have the right to make further Borrowings under the Credit Agreement.] 

[Signature Page Follows] 







 This instrument shall be construed in accordance with and governed by the laws of the State of
New York. 
  

			
	 Very truly yours,
  

EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.)

		
	 By:
	 	 
		 	 Name:  

		 	Title:    


  

			
	Copy to:	  	JPMorgan Chase Bank, N.A.
		  	[10 South Dearborn Street]
		  	[Chicago, Illinois 60603]


  
 2 








 EXHIBIT C 

FORM OF INCREASING LENDER SUPPLEMENT 

INCREASING LENDER SUPPLEMENT, dated
                    , 20     (this “Supplement”), by and among each of the signatories hereto, to
the Credit Agreement, dated as of June 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Edgewell Personal Care Company (formerly known as Energizer Holdings,
Inc., the “Company”), the Subsidiary Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

W I T N E S S E T H 
 WHEREAS,
pursuant to Section 2.20 of the Credit Agreement, the Company has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the aggregate Revolving Commitments and/or one or more tranches of
Incremental Term Loans under the Credit Agreement by requesting one or more Lenders to increase the amount of its Commitment and/or to participate in such a tranche; 

WHEREAS, the Company has given notice to the Administrative Agent of its intention to [increase the aggregate Revolving
Commitments] [and] [enter into a tranche of Incremental Term Loans] pursuant to such Section 2.20; and 

WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the undersigned Increasing Lender now desires to
[increase the amount of its Revolving Commitment] [and] [participate in a tranche of Incremental Term Loans] under the Credit Agreement by executing and delivering to the Company
and the Administrative Agent this Supplement; 
 NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 

1. The undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement
it shall [have its Revolving Commitment increased by $[            ], thereby making the aggregate amount of its total Revolving Commitments equal to
$[            ]] [and] [participate in a tranche of Incremental Term Loans with a commitment amount equal to
$[            ] with respect thereto]. 
 2. The
Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof. 
 3.
Terms defined in the Credit Agreement shall have their defined meanings when used herein. 
 4. This Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York. 
 5. This Supplement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. 







 IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and
delivered by a duly authorized officer on the date first above written. 
  

			
	[INSERT NAME OF INCREASING LENDER]
		
	By:	 	 
		 	Name:  
		 	Title:    


 Accepted and agreed to as of the date first written above: 

EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.) 
  

			
	By:	 	 


			
	Name:	 	
	Title:	 	

  

			
	 Acknowledged as of the date first written above:
  

JPMORGAN CHASE BANK, N.A.
 as Administrative Agent

		
	By:	 	 


			
	Name:	 	
	Title:	 	


  
 2 








 EXHIBIT D 

FORM OF AUGMENTING LENDER SUPPLEMENT 

AUGMENTING LENDER SUPPLEMENT, dated
                    , 20     (this “Supplement”), by and among each of the signatories hereto, to
the Credit Agreement, dated as of June 1, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Edgewell Personal Care Company (formerly known as Energizer Holdings,
Inc., the “Company”), the Subsidiary Borrowers party thereto,, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

W I T N E S S E T H 
 WHEREAS,
the Credit Agreement provides in Section 2.20 thereof that any bank, financial institution or other entity may [extend Revolving Commitments] [and] [participate in tranches of Incremental
Term Loans] under the Credit Agreement subject to the approval of the Company and the Administrative Agent, by executing and delivering to the Company and the Administrative Agent a supplement to the Credit Agreement in substantially
the form of this Supplement; and 
 WHEREAS, the undersigned Augmenting Lender was not an original party to the Credit Agreement but now
desires to become a party thereto; 
 NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 

1. The undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date of this
Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a [Revolving Commitment of
$[                    ]] [and] [a commitment with respect to Incremental Term Loans of
$[                    ]]. 

2. The undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement;
(b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01(a) thereof, as applicable, and has reviewed such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto;
(d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as
are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 
 3. The undersigned’s
address for notices for the purposes of the Credit Agreement is as follows: 

[            ] 







 4. The Company hereby represents and warrants that no Default or Event of Default has occurred
and is continuing on and as of the date hereof. 
 5. Terms defined in the Credit Agreement shall have their defined meanings when used
herein. 
 6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 

7. This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. 

[remainder of this page intentionally left blank] 

  
 2 








 IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and
delivered by a duly authorized officer on the date first above written. 
  

			
	[INSERT NAME OF AUGMENTING LENDER]
		
	By:	 	 
		 	Name:  
		 	Title:    


 Accepted and agreed to as of the date first written above: 

EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.) 
  

			
	By:	 	 


			
	Name:	 	
	Title:	 	

  

			
	 Acknowledged as of the date first written above:
  

JPMORGAN CHASE BANK, N.A.
 as Administrative Agent

		
	By:	 	 


			
	Name:	 	
	Title:	 	


  
 3 








 EXHIBIT E 

LIST OF CLOSING DOCUMENTS 

ENERGIZER HOLDINGS, INC. 

(to be renamed EDGEWELL PERSONAL CARE COMPANY) 

CREDIT FACILITIES 

June 1, 2015 
 LIST OF
CLOSING DOCUMENTS1 
 A. LOAN DOCUMENTS 

 

	1.	Credit Agreement (the “Credit Agreement”) by and among Energizer Holdings, Inc. (to be renamed Edgewell Personal Care Company), a Missouri corporation (the “Borrower”), the institutions
from time to time parties thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), evidencing a
revolving credit facility to the Borrower from the Lenders in an initial aggregate principal amount of $600,000,000. 


SCHEDULES 
 Schedule A –
Commitments 
 Schedule 1.1.1 – Permitted Existing Investments 

Schedule 1.1.2– Permitted Existing Liens 

Schedule 1.1.3– Permitted Existing Contingent Obligations 

Schedule 2.06 – Existing Letters of Credit Schedule 3.03– Conflicts; Governmental Consents 

Schedule 3.07– Litigation; Loss Contingencies 

Schedule 3.08– Subsidiaries 

Schedule 3.18– Environmental Matters 

Schedule 6.07– Transactions with Shareholders and Affiliates 

EXHIBITS 
  

					
	Exhibit A	  	—    	  	Form of Assignment and Assumption
	Exhibit B	  	—	  	[Reserved]
	Exhibit C	  	—	  	Form of Increasing Lender Supplement
	Exhibit D	  	—	  	Form of Augmenting Lender Supplement
	Exhibit E	  	—	  	List of Closing Documents
	Exhibit F	  	—	  	Form of Subsidiary Guaranty
	Exhibit G-1    	  	—	  	Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)


 

1 Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in
the above-defined Credit Agreement. Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel. 








					
	Exhibit G-2    	  	—    	  	Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
	Exhibit G-3	  	—	  	Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)
	Exhibit G-4	  	—	  	Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)
	Exhibit H-1	  	—	  	Form of Borrowing Request
	Exhibit H-2	  	—	  	Form of Interest Election Request
	Exhibit I	  	—	  	Form of Note

  

	2.	Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant to Section 2.10(e) of the Credit Agreement. 


 

	3.	Guaranty executed by the initial Subsidiary Guarantors (collectively with the Borrower, the “Loan Parties”) in favor of the Administrative Agent 


B. CORPORATE DOCUMENTS 
  

	4.	Certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there have been no changes in the Certificate of Incorporation or other charter document of such Loan Party, as
attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the
By-Laws or other applicable organizational document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of such Loan Party authorizing the
execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case
of the Borrower) authorized to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement. 

  

	5.	Good Standing Certificate for each Loan Party from the Secretary of State of the jurisdiction of its organization. 


C. OPINIONS 
  

	6.	Opinion of Bryan Cave LLP, counsel for the Loan Parties. 

 D. CLOSING
CERTIFICATES AND MISCELLANEOUS 
  

	7.	A Certificate signed by the President, a Vice President or a Financial Officer of the Borrower certifying the following: (i) that the representations and warranties contained in Article III of the Credit
Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the Effective Date except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of
such earlier date and (ii) that no Default or Event of Default has occurred and is then continuing. 


  
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	8.	Payoff documentation providing evidence reasonably satisfactory to the Administrative Agent that the Existing Credit Agreement and the Term Loan Credit Agreement have been terminated and cancelled (along with all
of the agreements, documents and instruments delivered in connection therewith), other than contingent indemnification or reimbursement obligations expressly stated to survive such termination, and all Indebtedness owing thereunder has been repaid
and any and all liens thereunder have been terminated. 


  
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 EXHIBIT F 

FORM OF SUBSIDIARY GUARANTY 

GUARANTY 
 THIS GUARANTY (as
amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of June [    ], 2015, by and among each of the undersigned (the
“Initial Guarantors” and along with any additional Subsidiaries of the Company which become parties to this Guaranty by executing a supplement hereto in the form attached as Annex I, the “Guarantors”) in favor of
the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations (as defined below), under the Credit Agreement referred to below. 

WITNESSETH 
 WHEREAS, Edgewell
Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”), the Subsidiary Borrowers from time to time party thereto (together with Company, the “Borrowers”), the institutions from time to
time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”), are parties to a certain Credit Agreement dated as of
June 1, 2015 (as the same may be amended, modified, supplemented and/or restated, and as in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit and
other financial accommodations to be made by the Lenders to the Borrowers; 
 WHEREAS, it is a condition precedent to the extensions of
credit by the Lenders under the Credit Agreement that each of the Guarantors (constituting all of the Subsidiaries of the Company required to execute this Guaranty pursuant to Section 5.12 of the Credit Agreement) execute and deliver this
Guaranty, whereby each of the Guarantors shall guarantee the payment when due of all Obligations; and 
 WHEREAS, in consideration of the
direct and indirect financial and other support that the Borrowers have provided, and such direct and indirect financial and other support as the Borrowers may in the future provide, to the Guarantors, and in order to induce the Lenders and the
Administrative Agent to enter into the Credit Agreement, each of the Guarantors is willing to guarantee the Obligations of the Borrowers; 

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. Definitions. Terms defined in the Credit Agreement and
not otherwise defined herein have, as used herein, the respective meanings provided for therein. 
 SECTION 2. Representations,
Warranties and Covenants. Each of the Guarantors represents and warrants (which representations and warranties shall be deemed to have been renewed at the time of the making, conversion or continuation of any Loan or issuance, amendment, renewal
or extension of any Letter of Credit) that: 
 (A) It is a corporation, partnership or limited liability company duly and
properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation, organization or formation and has all requisite
authority to conduct its business in each jurisdiction in which its business is conducted, except to the extent that the failure to have such authority could not reasonably be expected to have a Material Adverse Effect. 







 (B) It (to the extent applicable) has the requisite power and authority and legal
right to execute and deliver this Guaranty and to perform its obligations hereunder. The execution and delivery by each Guarantor of this Guaranty and the performance by each of its obligations hereunder have been duly authorized by proper
proceedings, and this Guaranty constitutes a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor, respectively, in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally. 
 (C) Neither the execution and
delivery by it of this Guaranty, nor the consummation by it of the transactions herein contemplated, nor compliance by it with the provisions hereof will (i) conflict with its certificate or articles of incorporation or by-laws (or equivalent
constituent documents), (ii) constitute a tortious interference with any Financing Facility or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Financing Facility, or
require termination of any Financing Facility, (iii) constitute a tortious interference with any such Contractual Obligation (other than the Financing Facilities) of any Person or conflict with, result in a breach of or constitute (with or
without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of it, or require termination of any Contractual Obligation, except
such interference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of
its property or assets, other than Liens permitted or created by the Loan Documents, or (v) require any approval of its Board of Directors (or equivalent governing body) or shareholders, as applicable, except such as have been obtained. No
order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof,
which has not been obtained by it, is required to be obtained by it in connection with the execution, delivery and performance by it of, or the legality, validity, binding effect or enforceability against it of, this Guaranty. 

In addition to the foregoing, each of the Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit
Agreement or any amount payable under the Credit Agreement or any other Guaranteed Obligations shall remain unpaid, it will, and, if necessary, will enable the Borrowers to, fully comply with those covenants and agreements of the Borrowers
applicable to such Guarantor set forth in the Credit Agreement. 
 SECTION 3. The Guaranty. Each of the Guarantors hereby
unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation,
(i) the principal of and interest on each Loan made to the Borrowers pursuant to the Credit Agreement, (ii) any obligations of the Borrowers to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all
obligations of the Company or its Subsidiaries owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Company or any of its Subsidiaries under the Credit
Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of all of the agreements, conditions, covenants, and
obligations of the Borrowers contained in the Loan Documents (all of the 

  
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foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or
include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as
the “Holders of Guaranteed Obligations”). Upon (x) the failure by any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond
any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any
Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. 

SECTION 4. Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and,
without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: 
 (A) any
extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the
Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto,
or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; 
 (B) any modification or
amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable
to, any of the Obligations guaranteed hereby; 
 (C) any release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or
entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; 

(D) any change in the corporate, partnership or other existence, structure or ownership of any Borrower or any other guarantor
of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release
or discharge of any obligation of any Borrower or any other guarantor of any of the Guaranteed Obligations; 
 (E) the
existence of any claim, setoff or other rights which the Guarantors may have at any time against any Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other
Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; 

(F) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or
validity of any agreement relating thereto or with respect to any 

  
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collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Borrower or any other guarantor of any of the Guaranteed
Obligations, for any reason related to the Credit Agreement, any Swap Agreement, any Banking Services Agreement, any other Loan Document, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the
payment by any Borrower or any other guarantor of the Guaranteed Obligations, of any of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; 

(G) the failure of the Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve
any rights to, any security or collateral for the Guaranteed Obligations, if any; 
 (H) the election by, or on behalf of,
any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application of
Section 1111(b)(2) of the Bankruptcy Code; 
 (I) any borrowing or grant of a security interest by any Borrower, as
debtor-in-possession, under Section 364 of the Bankruptcy Code; 
 (J) the disallowance, under Section 502 of the
Bankruptcy Code, of all or any portion of the claims of the Holders of Guaranteed Obligations or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; 

(K) the failure of any other guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation
hereof; or 
 (L) any other act or omission to act or delay of any kind by any Borrower, any other guarantor of the
Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge of
any Guarantor’s obligations hereunder except as provided in Section 5. 
 SECTION 5. Continuing Guarantee; Discharge Only
Upon Payment In Full; Reinstatement In Certain Circumstances. Each of the Guarantors’ obligations hereunder shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations now or hereafter existing and shall remain in
full force and effect until all Guaranteed Obligations shall have been paid in full in cash and the Commitments and all Letters of Credit issued under the Credit Agreement shall have terminated or expired or satisfaction otherwise of the Final
Release Conditions. If at any time any payment of the principal of or interest on any Loan, any Reimbursement Obligation or any other amount payable by any Borrower or any other party under the Credit Agreement, any Swap Agreement, any Banking
Services Agreement or any other Loan Document (including a payment effected through exercise of a right of setoff) is rescinded, or is or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower or
otherwise (including pursuant to any settlement entered into by a Holder of Guaranteed Obligations in its discretion), each of the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as though such payment had
been due but not made at such time. The parties hereto acknowledge and agree that each of the Guaranteed Obligations shall be due and payable in the same currency as such Guaranteed Obligation is denominated, but if currency control or exchange
regulations are imposed in the country which issues such currency with the result that such currency (the “Original Currency”) no longer exists or the relevant Guarantor is not able to make payment in such Original Currency, then
all payments to be made by such Guarantor hereunder in such currency 

  
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shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of payment) of such payment due, it being the intention of the parties hereto that each Guarantor
takes all risks of the imposition of any such currency control or exchange regulations. 
 SECTION 6. General Waivers; Additional
Waivers. 
 (A) General Waivers. Each of the Guarantors irrevocably waives acceptance hereof, presentment, demand or
action on delinquency, protest, the benefit of any statutes of limitations and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any
Borrower, any other guarantor of the Guaranteed Obligations, or any other Person. 
 (B) Additional Waivers. Notwithstanding
anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly, and expressly waives: 

(i) any right it may have to revoke this Guaranty as to future indebtedness or notice of acceptance hereof; 

(ii) (a) notice of acceptance hereof; (b) notice of any loans or other financial accommodations made or extended under the
Loan Documents or the creation or existence of any Guaranteed Obligations; (c) notice of the amount of the Guaranteed Obligations, subject, however, to each Guarantor’s right to make inquiry of Administrative Agent and Holders of
Guaranteed Obligations to ascertain the amount of the Guaranteed Obligations at any reasonable time; (d) notice of any adverse change in the financial condition of any Borrower or of any other fact that might increase such Guarantor’s risk
hereunder; (e) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (f) notice of any Default or Event of Default; and (g) all other notices (except if such notice is
specifically required to be given to such Guarantor hereunder or under the Loan Documents) and demands to which each Guarantor might otherwise be entitled; 

(iii) its right, if any, to require the Administrative Agent and the other Holders of Guaranteed Obligations to institute suit
against, or to exhaust any rights and remedies which the Administrative Agent and the other Holders of Guaranteed Obligations has or may have against, the other Guarantors or any third party, or against any collateral provided by the other
Guarantors, or any third party; and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and indefeasibly
paid) of the other Guarantors or by reason of the cessation from any cause whatsoever of the liability of the other Guarantors in respect thereof; 

(iv) (a) any rights to assert against the Administrative Agent and the other Holders of Guaranteed Obligations any defense
(legal or equitable), set-off, counterclaim, or claim which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Administrative Agent and the other Holders of Guaranteed Obligations;
(b) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guaranteed Obligations or any security
therefor; (c) any defense such Guarantor has to performance hereunder, and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Administrative Agent’s and the other Holders of Guaranteed
Obligations’ rights or 

  
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remedies against the other Guarantors; the alteration by the Administrative Agent and the other Holders of Guaranteed Obligations of the Guaranteed Obligations; any discharge of the other
Guarantors’ obligations to the Administrative Agent and the other Holders of Guaranteed Obligations by operation of law as a result of the Administrative Agent’s and the other Holders of Guaranteed Obligations’ intervention or
omission; or the acceptance by the Administrative Agent and the other Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and (d) the benefit of any statute of limitations affecting such
Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to defer or delay the operation of
such statute of limitations applicable to such Guarantor’s liability hereunder; and 
 (v) any defense arising by reason
of or deriving from (a) any claim or defense based upon an election of remedies by the Administrative Agent and the other Holders of Guaranteed Obligations; or (b) any election by the Administrative Agent and the other Holders of
Guaranteed Obligations under Section 1111(b) of Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit the amount of, or any collateral securing, its claim
against the Guarantors. 
 SECTION 7. Subordination of Subrogation; Subordination of Intercompany Indebtedness. 

(A) Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and indefeasibly paid
in full in cash, or satisfaction otherwise of the Final Release Conditions, the Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations, (ii) waive any right to enforce any remedy which the Holders of
Guaranteed Obligations, the Issuing Banks or the Administrative Agent now have or may hereafter have against any Borrower, any endorser or any guarantor of all or any part of the Guaranteed Obligations or any other Person, and (iii) waive any
benefit of, and any right to participate in, any security or collateral given to the Holders of Guaranteed Obligations, the Issuing Banks and the Administrative Agent to secure the payment or performance of all or any part of the Guaranteed
Obligations or any other liability of any Borrower to the Holders of Guaranteed Obligations or the Issuing Banks. Should any Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights, each Guarantor hereby expressly
and irrevocably (A) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off that such Guarantor may have to the indefeasible payment in full in cash of the
Guaranteed Obligations and (B) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed Obligations are indefeasibly paid in full in cash. Each Guarantor acknowledges and agrees that this
subordination is intended to benefit the Administrative Agent and the other Holders of Guaranteed Obligations and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the
Administrative Agent, the other Holders of Guaranteed Obligations and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 7(A). 

(B) Subordination of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against any
Borrower or any other Guarantor hereunder (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Guaranteed
Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior 

  
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payment, in full and in cash, of all Guaranteed Obligations; provided that, as long as no Event of Default has occurred and is continuing, such Guarantor may receive payments of principal
and interest from any Obligor with respect to Intercompany Indebtedness. Notwithstanding any right of any Guarantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Guarantor,
whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Holders of Guaranteed Obligations and the Administrative Agent in those assets. No Guarantor shall have
any right to possession of any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations shall have been fully paid and satisfied (in cash) and all financing
arrangements pursuant to any Loan Document, any Swap Agreement or any Banking Services Agreement have been terminated. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application
to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if
the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events being herein referred to as an “Insolvency Event”), any payment or
distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Guarantor (“Intercompany Indebtedness”) shall
be paid or delivered directly to the Administrative Agent for application on any of the Guaranteed Obligations, due or to become due, until such Guaranteed Obligations shall have first been fully paid and satisfied (in cash). Should any payment,
distribution, security or instrument or proceeds thereof be received by the applicable Guarantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Guaranteed Obligations and
the termination of all financing arrangements pursuant to any Loan Document among the Borrowers and the Holders of Guaranteed Obligations, such Guarantor shall receive and hold the same in trust, as trustee, for the benefit of the Holders of
Guaranteed Obligations and shall forthwith deliver the same to the Administrative Agent, for the benefit of the Holders of Guaranteed Obligations, in precisely the form received (except for the endorsement or assignment of the Guarantor where
necessary), for application to any of the Guaranteed Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Guarantor as the property of the Holders of Guaranteed Obligations. If any such Guarantor fails to make
any such endorsement or assignment to the Administrative Agent, the Administrative Agent or any of its officers or employees is irrevocably authorized to make the same. Each Guarantor agrees that until the Guaranteed Obligations (other than the
contingent indemnity obligations) have been paid in full (in cash) and satisfied and all financing arrangements pursuant to any Loan Document among the Borrowers and the Holders of Guaranteed Obligations have been terminated, or the Final Release
Conditions have been otherwise satisfied, no Guarantor will assign or transfer to any Person (other than the Administrative Agent) any claim any such Guarantor has or may have against any Obligor. 

SECTION 8. Contribution with Respect to Guaranteed Obligations. 

(A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable
Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following 

  
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indefeasible payment in full in cash of the Guaranteed Obligations and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be
entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor
Payment. 
 (B) As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the
excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication,
assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. 

(C) This Section 8 is intended only to define the relative rights of the Guarantors, and nothing set forth in this
Section 8 is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty. 

(D) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the
Guarantor or Guarantors to which such contribution and indemnification is owing. 
 (E) The rights of the indemnifying
Guarantors against other Guarantors under this Section 8 shall be exercisable upon the full and indefeasible payment of the Guaranteed Obligations in cash and the termination of the Credit Agreement (or satisfaction otherwise of the Final
Release Conditions), the Swap Agreements and the Banking Services Agreements. 
 SECTION 9. Limitation of Guaranty.
Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of
the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations
hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be
taken into account. 
 SECTION 10. Stay of Acceleration. If acceleration of the time for payment of any amount payable by any
Borrower under the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under
the terms of the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document shall nonetheless be payable by each of the Guarantors hereunder forthwith on demand by the Administrative Agent. 

SECTION 11. Notices. All notices, requests and other communications to any party hereunder shall be given in the manner prescribed
in Article IX of the Credit Agreement with respect to the Administrative Agent at its notice address therein and with respect to any Guarantor, in care of the Company at the address of the Company set forth in the Credit Agreement or such other
address or facsimile number as such party may hereafter specify for such purpose by notice to the Administrative Agent in accordance with the provisions of such Article IX. 

  
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 SECTION 12. No Waivers. No failure or delay by the Administrative Agent or any other
Holder of Guaranteed Obligations in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies
provided by law. 
 SECTION 13. Successors and Assigns. This Guaranty is for the benefit of the Administrative Agent and the
other Holders of Guaranteed Obligations and their respective successors and permitted assigns; provided, that no Guarantor shall have any right to assign its rights or obligations hereunder without the consent of all of the Lenders, and any
such assignment in violation of this Section 13 shall be null and void; and in the event of an assignment of any amounts payable under the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the other Loan Documents in
accordance with the respective terms thereof, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Guaranty shall be binding upon each of the Guarantors and their respective
successors and assigns. 
 SECTION 14. Changes in Writing. Other than in connection with the addition of additional Subsidiaries,
which become parties hereto by executing a supplement hereto in the form attached as Annex I, neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each of the
Guarantors and the Administrative Agent. 
 SECTION 15. GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
 SECTION 16. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL; IMMUNITY.

 (A) CONSENT TO JURISDICTION. EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE
JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(B) WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR


  
 9 








 
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP
ESTABLISHED THEREUNDER AND FURTHER WAIVES ANY RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY IN SUCH ACTION. 

(C) TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL
PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), EACH GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.

 SECTION 17. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this
Guaranty. In the event an ambiguity or question of intent or interpretation arises, this Guaranty shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Guaranty. 
 SECTION 18. Taxes, Expenses of Enforcement, Etc. 

(A) Taxes. 

(i) Each payment by any Guarantor hereunder or under any promissory note or application for a Letter of Credit shall be made
without withholding for any Taxes, unless such withholding is required by any law. If any Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Guarantor may so withhold and shall
timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by the Guarantor shall be increased as necessary so that, net of such
withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made. 

(ii) In addition, such Guarantor shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law. 
 (iii) As soon as practicable after any payment of Indemnified Taxes by any Guarantor to a Governmental
Authority, such Guarantor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent. 
 (iv) The Guarantors shall jointly and severally indemnify
each Recipient for any Indemnified Taxes that are paid or payable by such Recipient in connection with any Loan Document (including amounts payable under this Section 18(A)) and any reasonable and documented out-of-pocket expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this 

  
 10 








 
Section 18(A) shall be paid within ten (10) days after the Recipient delivers to any Guarantor a certificate setting forth in reasonable detail the basis and calculation of the amount
of any Indemnified Taxes so payable by such Recipient. Such certificate shall be conclusive of the amount so payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent. In the case of any
Lender making a claim under this Section 18(A) on behalf of any of its beneficial owners, an indemnity payment under this Section 18(A) shall be due only to the extent that such Lender is able to establish that, with respect to the
applicable Indemnified Taxes, such beneficial owners supplied to the applicable Persons such properly completed and executed documentation necessary to claim any applicable exemption from, or reduction of, such Indemnified Taxes. 

(v) By accepting the benefits hereof, each Lender agrees that it will comply with Section 2.17(f) of the Credit Agreement.

 (B) Expenses of Enforcement, Etc. The Guarantors agree to reimburse the Administrative Agent and the other Holders
of Guaranteed Obligations for any reasonable and documented costs and out-of-pocket expenses (including reasonable and documented attorneys’ fees) paid or incurred by the Administrative Agent or any other Holder of Guaranteed Obligations in
connection with the collection and enforcement of amounts due under the Loan Documents, including without limitation this Guaranty. 

SECTION 19. Setoff. At any time after all or any part of the Guaranteed Obligations have become due and payable (by acceleration or
otherwise), each Holder of Guaranteed Obligations (including the Administrative Agent) and its Affiliates may, without notice to any Guarantor and regardless of the acceptance of any security or collateral for the payment hereof, appropriate and
apply in accordance with the terms of the Credit Agreement toward the payment of all or any part of the Guaranteed Obligations (i) any indebtedness due or to become due from such Holder of Guaranteed Obligations or the Administrative Agent to
any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held by or coming into the possession of such Holder of Guaranteed Obligations (including the Administrative Agent) or any of their respective
affiliates. 
 SECTION 20. Financial Information. Each Guarantor hereby assumes responsibility for keeping itself informed of the
financial condition of the Borrowers and any and all endorsers and/or other Guarantors of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part
thereof, that diligent inquiry would reveal, and each Guarantor hereby agrees that none of the Holders of Guaranteed Obligations (including the Administrative Agent) shall have any duty to advise such Guarantor of information known to any of them
regarding such condition or any such circumstances. In the event any Holder of Guaranteed Obligations (including the Administrative Agent), in its sole discretion, undertakes at any time or from time to time to provide any such information to a
Guarantor, such Holder of Guaranteed Obligations (including the Administrative Agent) shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to disclose any information which such
Holder of Guaranteed Obligations (including the Administrative Agent), pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such
information or any other information to such Guarantor. 
 SECTION 21. Severability. Wherever possible, each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty. 

  
 11 








 SECTION 22. Merger. This Guaranty represents the final agreement of each of the
Guarantors with respect to the matters contained herein and may not be contradicted by evidence of prior or contemporaneous agreements, or subsequent oral agreements, between the Guarantor and any Holder of Guaranteed Obligations (including the
Administrative Agent). 
 SECTION 23. Headings. Section headings in this Guaranty are for convenience of reference only and shall
not govern the interpretation of any provision of this Guaranty. 
 SECTION 24. Judgment Currency. If for the purposes of
obtaining judgment in any court it is necessary to convert a sum due from any Guarantor hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the
Administrative Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of each Guarantor in respect of any sum due hereunder shall, notwithstanding any judgment in a
currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by any Holder of Guaranteed Obligations (including the Administrative Agent), as the case may be, of any sum adjudged to be so
due in such other currency such Holder of Guaranteed Obligations (including the Administrative Agent), as the case may be, may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the
amount of the specified currency so purchased is less than the sum originally due to such Holder of Guaranteed Obligations (including the Administrative Agent), as the case may be, in the specified currency, each Guarantor agrees, to the fullest
extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Holder of Guaranteed Obligations (including the Administrative Agent), as the case may be, against such loss, and if the amount
of the specified currency so purchased exceeds (a) the sum originally due to any Holder of Guaranteed Obligations (including the Administrative Agent), as the case may be, in the specified currency and (b) amounts shared with other Holders
of Guaranteed Obligations as a result of allocations of such excess as a disproportionate payment to such other Holder of Guaranteed Obligations under Section 2.18 of the Credit Agreement, such Holder of Guaranteed Obligations (including the
Administrative Agent), as the case may be, agrees, by accepting the benefits hereof, to remit such excess to such Guarantor. 

SECTION 25. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of Specified Swap Obligations (provided, however, that each Qualified ECP
Guarantor shall only be liable under this Section 25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 25 or otherwise under this Guaranty voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 25 shall remain in full force and effect until a discharge of such Qualified ECP
Guarantor’s Guaranteed Obligations in accordance with the terms hereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 25 constitute, and this Section 25 shall be deemed to constitute, a
“keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in respect
of any Specified Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to such Specified Swap
Obligation or such other Person as constitutes an ECP and can cause another Person to qualify as an ECP at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

  
 12 








 SECTION 26. Counterparts. This Guaranty may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Guaranty by
facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Guaranty. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Guaranty and the transactions contemplated hereby shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act. 
 SECTION 27. Termination of Guaranty. The obligations of any
Guarantor under this Guaranty shall automatically terminate in accordance with Section 9.14 of the Credit Agreement. 
 Remainder of
Page Intentionally Blank. 

  
 13 








 IN WITNESS WHEREOF, each of the Initial Guarantors has caused this Guaranty to be duly executed
by its authorized officer as of the day and year first above written. 
  

			
	[GUARANTORS]
		
	By:	 	 
		 	Name:  
		 	Title:    



  
 14 









			
	 Acknowledged and Agreed
 as of the
date first written above:
 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent

		
	By:	 	 
		 	Name:  
		 	Title:    


  
 15 








 ANNEX I TO GUARANTY 

Reference is hereby made to the Guaranty (the “Guaranty”) made as of June
[    ], 2015, by and among [GUARANTORS TO COME] (the “Initial Guarantors” and along with any additional Subsidiaries of the Company, which become
parties thereto and together with the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein
and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned [NAME OF NEW GUARANTOR], a [corporation] [partnership]
[limited liability company] (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party thereto. By its
execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in Section 2 of the Guaranty are true and correct in all material respects (or, in the case of any representation or
warranty qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all
material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. 

IN WITNESS WHEREOF, New Guarantor has executed and delivered this Annex I counterpart to the Guaranty as of this
                     day of
                    , 20    . 

 

			
	[NAME OF NEW GUARANTOR]
		
	By:	 	 
	Its:	 	



  
 16 








 EXHIBIT G-1 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 1, 2015 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”), the Subsidiary Borrowers party thereto (together with Company, the
“Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a
ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS
Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent,
and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	 
		 	    Name:
		 	    Title:

 Date:
                        , 20[    ] 







 EXHIBIT G-2 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 1, 2015 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”), the Subsidiary Borrowers party thereto (together with Company, the
“Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form
W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all
times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	 


			
	Name:	 	
	Title:	 	

 Date:
                         , 20[    ] 







 EXHIBIT G-3 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 1, 2015 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”), the Subsidiary Borrowers party thereto (together with Company, the
“Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the
undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its
participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees
that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	 


			
	Name:	 	
	Title:	 	

 Date:
                         , 20[    ] 







 EXHIBIT G-4 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 1, 2015 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”), the Subsidiary Borrowers party thereto (together with Company, the
“Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s)
evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant
to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower
within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms
from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of
such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	 


			
	Name:	 	
	Title:	 	

 Date:
                         , 20[    ] 







 EXHIBIT H-1 

FORM OF BORROWING REQUEST 
 JPMorgan Chase Bank,
N.A., 
 as Administrative Agent 
 for the Lenders referred to
below 
 [10 South Dearborn 
 Chicago, Illinois
60603 
 Attention: [                    ] 

 Facsimile: [                    ]] 

With a copy to: 

[                    ] 

[                    ] 

Attention: [                    ] 

Facsimile: [                    ] 

 

	 	Re:	Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc.) 


[Date] 
 Ladies and Gentlemen: 

Reference is hereby made to the Credit Agreement dated as of June 1, 2015 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”), the Subsidiary Borrowers party thereto (together with Company,
the “Borrowers”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that
connection the undersigned Borrower specifies the following information with respect to such Borrowing requested hereby: 
  

	1.	Applicable Borrower:                              


 

	2.	The requested Borrowing is in respect of [the Revolving Commitment][the Term Loan Commitment] 


 

	3.	Aggregate principal amount of Borrowing:1
                     

  

	4.	Date of Borrowing (which shall be a Business Day):                      


 

	5.	Type of Borrowing (ABR or Eurodollar):                      


 

	1 	Not less than applicable amounts specified in Section 2.02(c). 









	6.	Interest Period and the last day thereof (if a Eurodollar Borrowing):2
                     

  

	7.	Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be disbursed:
                     


[Signature Page Follows] 

 

	2 	Which must comply with the definition of “Interest Period” and end not later than the Revolving Maturity Date. 








 The undersigned hereby represents and warrants that the conditions to lending specified in
Section[s] [4.02 and]1 4.03 of the Credit Agreement are satisfied as of the date hereof. 

 

			
	 Very truly yours,
  

[                       
                 ],
 as the Borrower

		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


  

	1 	To be included only for Borrowings on the Effective Date. 








 EXHIBIT H-2 

FORM OF INTEREST ELECTION REQUEST 
 JPMorgan
Chase Bank, N.A., 
 as Administrative Agent 
 for the Lenders
referred to below 
 [10 South Dearborn 

Chicago, Illinois 60603 
 Attention:
[                    ] 
 Facsimile:
([    ]) [    ]-[                ]] 

 

	 	Re:	Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc.) 


[Date] 
 Ladies and
Gentlemen: 
 Reference is hereby made to the Credit Agreement dated as of June 1, 2015 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc., the “Company”), the Subsidiary Borrowers party thereto
(together with Company, the “Borrowers”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to
[convert][continue] an existing Borrowing under the Credit Agreement, and in that connection undersigned Borrower specifies the following information with respect to such
[conversion][continuation] requested hereby: 
  

	1.	Applicable Borrower:                              


 

	2.	List date, Type, Class, principal amount and Interest Period (if applicable) of existing Borrowing:
                     

  

	3.	Aggregate principal amount of resulting Borrowing:                      


 

	4.	Effective date of interest election (which shall be a Business Day):                      


 

	5.	Type of Borrowing (ABR or Eurodollar):                      


 

	6.	Interest Period and the last day thereof (if a Eurodollar Borrowing):1
                     


[Signature Page Follows] 

 

	1 	Which must comply with the definition of “Interest Period” and end not later than the Revolving Maturity Date. 








 
			
	 Very truly yours,
  

[                       
                 ],
 as the Borrower

		
	By:	 	 


 
			
	Name:	 	
	Title:	 	









 EXHIBIT I-1 

[FORM OF] 

REVOLVING NOTE 

[                       
 ], 2015 
 FOR VALUE RECEIVED, the undersigned, EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.), a
Missouri corporation, EDGEWELL PERSONAL CARE BRANDS LLC, a Delaware limited liability company [and
[                        ], a
[                    ]] (collectively, the “Borrowers”), HEREBY UNCONDITIONALLY PROMISE TO PAY to the order of
[NAME OF LENDER] (the “Lender”) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrowers pursuant to the “Credit Agreement” (as defined below) on the
Revolving Maturity Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement. 

Each Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan made to it from the date of such Loan until such
principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement. 

At the time of each Revolving Loan, and upon each payment or prepayment of principal of each Revolving Loan, the Lender shall make a notation
either on the schedule attached hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Revolving Loan, the respective Interest Period thereof (in the case of Eurodollar Loans) or the
amount of principal paid or prepaid with respect to such Revolving Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Obligations of the Borrowers hereunder or under the
Credit Agreement. 
 This Note is one of the notes referred to in, and is entitled to the benefits of, that certain Credit Agreement dated
as of June 1, 2015 by and among the Borrowers, the other Subsidiary Borrowers from time to time party thereto, the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (as
the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of Revolving Loans by the Lender to the
Borrowers from time to time in an aggregate amount not to exceed at any time outstanding such Lender’s Commitment, the indebtedness of the Borrowers resulting from each such Revolving Loans to it being evidenced by this Note, and
(ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. 

Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Borrowers. 

Whenever in this Note reference is made to the Administrative Agent, the Lender or the Borrowers, such reference shall be deemed to include,
as applicable, a reference to their respective successors and permitted assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. The Borrowers’ successors and assigns shall
include, without limitation, a receiver, trustee or debtor in possession of or for the Borrowers. 







 This Note shall be construed in accordance with and governed by the law of the State of New York.

  

			
	EDGEWELL PERSONAL CARE COMPANY (formerly known as ENERGIZER HOLDINGS, INC.), as a Borrower
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


  

			
	EDGEWELL PERSONAL CARE BRANDS, LLC, as a Borrower
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	


  

			
	[                                 
           , as a Borrower
		
	By:	 	 


 
			
	Name:	 	
	Title:]	 	









 SCHEDULE OF LOANS AND PAYMENTS OR PREPAYMENTS 

 

											
	 Date
	 	 Amount of

Loan
	 	 Interest

Period/Rate
	 	 Amount of

Principal
 Paid or

Prepaid
	 	 Unpaid

Principal
 Balance
	 	 Notation

Made By

		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	








 EXHIBIT I-2 

[FORM OF] 

TERM LOAN NOTE 

[                       
 ], 2016 
 FOR VALUE RECEIVED, the undersigned, EDGEWELL PERSONAL CARE BRANDS, LLC, a Delaware limited liability company (the
“Term Loan Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of [NAME OF LENDER] (the “Lender”) the aggregate unpaid principal amount of all Term Loans made by the Lender to
the Term Loan Borrower pursuant to the “Credit Agreement” (as defined below) on the Term Loan Maturity Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise
defined herein are as defined in the Credit Agreement. 
 The Term Loan Borrower promises to pay interest on the unpaid principal amount of
each Term Loan made to it from the date of such Term Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times
and on such dates as set forth in the Credit Agreement. 
 At the time of each Term Loan, and upon each payment or prepayment of principal
of each Term Loan, the Lender shall make a notation either on the schedule attached hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Loan, the respective Interest Period
thereof (in the case of Eurodollar Loans) or the amount of principal paid or prepaid with respect to such Term Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the
Obligations of the Term Loan Borrower hereunder or under the Credit Agreement. 
 This Note is one of the notes referred to in, and is
entitled to the benefits of, that certain Credit Agreement dated as of June 1, 2015 by and among Edgewell Personal Care Company (formerly known as Energizer Holdings, Inc.) (the “Company”), the Term Loan Borrower, the
other Subsidiary Borrowers from time to time party thereto (collectively with the Company and the Term Loan Borrower, the “Borrowers”), the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank,
N.A., as Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement, among other things, (i) provides for the making of Term
Loans by the Lender to the Term Loan Borrower in an aggregate amount not to exceed at any time outstanding such Lender’s Term Loan Commitment, the indebtedness of the Term Loan Borrower resulting from such Term Loans to it being evidenced by
this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein
specified. 
 Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Term Loan Borrower. 

Whenever in this Note reference is made to the Administrative Agent, the Lender or the Term Loan Borrower, such reference shall be deemed to
include, as applicable, a reference to their respective successors and permitted assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. The Term Loan Borrower’s successors and
assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the Term Loan Borrower. 







 This Note shall be construed in accordance with and governed by the law of the State of New York.

  

			
	EDGEWELL PERSONAL CARE BRANDS, LLC, as the Term Loan Borrower
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	



  
 Term Note