Credit Agreement




 Exhibit 10.1 
 $750,000,000 
 CREDIT AGREEMENT 
 Dated as of May 18, 2007, 
 among

 NORANDA ALUMINUM HOLDING CORPORATION, 
 NORANDA ALUMINUM ACQUISITION CORPORATION, 
 as Borrower, 
 THE LENDERS PARTY HERETO, 
 MERRILL LYNCH CAPITAL CORPORATION, 
 as Administrative Agent, 
 CITIBANK, N.A.,

 as Syndication Agent and Issuing Bank, 
 GOLDMAN SACHS CREDIT PARTNERS L.P. and UBS SECURITIES LLC, 
 as Co-Documentation Agents. 
  

 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED 
 and 
 CITIGROUP GLOBAL MARKETS INC., 
 as Joint Lead Arrangers 
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 
 CITIGROUP GLOBAL MARKETS
INC. 
 and 
 GOLDMAN SACHS CREDIT
PARTNERS L.P. 
 as Joint Bookrunners. 
  









					
	 	  	ARTICLE I	  	 
			
		  	Definitions	  	
	 SECTION 1.01.
	  	Defined Terms	  	1
	 SECTION 1.02.
	  	Terms Generally	  	49
	 SECTION 1.03.
	  	Effectuation of Transactions	  	50
			
		  	ARTICLE II	  	
			
		  	The Credits	  	
			
	 SECTION 2.01.
	  	Commitments	  	50
	 SECTION 2.02.
	  	Loans and Borrowings	  	50
	 SECTION 2.03.
	  	Requests for Borrowings	  	51
	 SECTION 2.04.
	  	Swingline Loans	  	52
	 SECTION 2.05.
	  	Letters of Credit	  	53
	 SECTION 2.06.
	  	Funding of Borrowings	  	59
	 SECTION 2.07.
	  	Interest Elections	  	59
	 SECTION 2.08.
	  	Termination and Reduction of Commitments	  	61
	 SECTION 2.09.
	  	Repayment of Loans; Evidence of Debt	  	61
	 SECTION 2.10.
	  	Repayment of Term Loans and Revolving Facility Loans	  	62
	 SECTION 2.11.
	  	Prepayment of Loans	  	64
	 SECTION 2.12.
	  	Fees	  	65
	 SECTION 2.13.
	  	Interest	  	66
	 SECTION 2.14.
	  	Alternate Rate of Interest	  	67
	 SECTION 2.15.
	  	Increased Costs	  	68
	 SECTION 2.16.
	  	Break Funding Payments	  	69
	 SECTION 2.17.
	  	Taxes	  	69
	 SECTION 2.18.
	  	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	71
	 SECTION 2.19.
	  	Mitigation Obligations; Replacement of Lenders	  	73
	 SECTION 2.20.
	  	Illegality	  	74
	 SECTION 2.21.
	  	Incremental Commitments	  	74
			
		  	ARTICLE III	  	
			
		  	Representations and Warranties	  	
	 SECTION 3.01.
	  	Organization; Powers	  	76
	 SECTION 3.02.
	  	Authorization	  	76
	 SECTION 3.03.
	  	Enforceability	  	77
	 SECTION 3.04.
	  	Governmental Approvals	  	77
	 SECTION 3.05.
	  	Financial Statements	  	77
	 SECTION 3.06.
	  	No Material Adverse Effect	  	78
	 SECTION 3.07.
	  	Title to Properties; Possession Under Leases	  	78
	 SECTION 3.08.
	  	Subsidiaries	  	79

  

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	 SECTION 3.09.
	  	Litigation; Compliance with Laws	  	79
	 SECTION 3.10.
	  	Federal Reserve Regulations	  	79
	 SECTION 3.11.
	  	Investment Company Act	  	79
	 SECTION 3.12.
	  	Use of Proceeds	  	79
	 SECTION 3.13.
	  	Taxes	  	80
	 SECTION 3.14.
	  	No Material Misstatements	  	80
	 SECTION 3.15.
	  	Employee Benefit Plans	  	81
	 SECTION 3.16.
	  	Environmental Matters	  	81
	 SECTION 3.17.
	  	Security Documents	  	82
	 SECTION 3.18.
	  	Location of Real Property and Leased Premises	  	83
	 SECTION 3.19.
	  	Solvency	  	83
	 SECTION 3.20.
	  	Labor Matters	  	84
	 SECTION 3.21.
	  	Insurance	  	84
	 SECTION 3.22.
	  	No Default	  	84
	 SECTION 3.23.
	  	Intellectual Property; Licenses, etc	  	84
	 SECTION 3.24.
	  	Senior Debt	  	84
			
		  	ARTICLE IV	  	
			
		  	Conditions of Lending	  	
			
	 SECTION 4.01.
	  	All Credit Events	  	85
	 SECTION 4.02.
	  	First Credit Event	  	85
			
		  	ARTICLE V	  	
			
		  	Affirmative Covenants	  	
			
	 SECTION 5.01.
	  	Existence; Businesses and Properties	  	89
	 SECTION 5.02.
	  	Insurance	  	89
	 SECTION 5.03.
	  	Taxes	  	90
	 SECTION 5.04.
	  	Financial Statements, Reports, etc	  	90
	 SECTION 5.05.
	  	Litigation and Other Notices	  	93
	 SECTION 5.06.
	  	Compliance with Laws	  	94
	 SECTION 5.07.
	  	Maintaining Records; Access to Properties and Inspections	  	94
	 SECTION 5.08.
	  	Use of Proceeds	  	94
	 SECTION 5.09.
	  	Compliance with Environmental Laws	  	94
	 SECTION 5.10.
	  	Further Assurances; Additional Security	  	94
	 SECTION 5.11.
	  	Rating	  	96
			
		  	ARTICLE VI	  	
			
		  	Negative Covenants	  	
			
	 SECTION 6.01.
	  	Indebtedness	  	97
	 SECTION 6.02.
	  	Liens	  	101
	 SECTION 6.03.
	  	Sale and Lease-Back Transactions	  	105

  

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	 SECTION 6.04.
	  	Investments, Loans and Advances	  	105
	 SECTION 6.05.
	  	Mergers, Consolidations, Sales of Assets and Acquisitions	  	109
	 SECTION 6.06.
	  	Dividends and Distributions	  	113
	 SECTION 6.07.
	  	Transactions with Affiliates	  	116
	 SECTION 6.08.
	  	Business of the Borrower and its Subsidiaries	  	119
	 SECTION 6.09.
	  	Limitation on Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc	  	119
	 SECTION 6.10.
	  	Century Joint Ventures	  	122
	 SECTION 6.11.
	  	Holdings Covenants	  	122
			
		  	ARTICLE VII	  	
			
		  	Events of Default	  	
			
	 SECTION 7.01.
	  	Events of Default	  	123
	 SECTION 7.02.
	  	Exclusion of Immaterial Subsidiaries	  	126
			
		  	ARTICLE VIII	  	
			
		  	The Agents	  	
			
	 SECTION 8.01.
	  	Appointment	  	126
	 SECTION 8.02.
	  	Delegation of Duties	  	128
	 SECTION 8.03.
	  	Exculpatory Provisions	  	128
	 SECTION 8.04.
	  	Reliance by Administrative Agent	  	129
	 SECTION 8.05.
	  	Notice of Default	  	130
	 SECTION 8.06.
	  	Non-Reliance on Agents and Other Lenders	  	130
	 SECTION 8.07.
	  	Indemnification	  	131
	 SECTION 8.08.
	  	Agent in Its Individual Capacity	  	131
	 SECTION 8.09.
	  	Successor Administrative Agent	  	131
	 SECTION 8.10.
	  	Agents and Arrangers	  	132
			
		  	ARTICLE IX	  	
			
		  	Miscellaneous	  	
			
	 SECTION 9.01.
	  	Notices; Communications	  	132
	 SECTION 9.02.
	  	Survival of Agreement	  	133
	 SECTION 9.03.
	  	Binding Effect	  	134
	 SECTION 9.04.
	  	Successors and Assigns	  	134
	 SECTION 9.05.
	  	Expenses; Indemnity	  	138
	 SECTION 9.06.
	  	Right of Set-off	  	140
	 SECTION 9.07.
	  	Applicable Law	  	140
	 SECTION 9.08.
	  	Waivers; Amendment	  	140
	 SECTION 9.09.
	  	Interest Rate Limitation	  	143
	 SECTION 9.10.
	  	Entire Agreement	  	143
	 SECTION 9.11.
	  	WAIVER OF JURY TRIAL	  	143

  

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	 SECTION 9.12.
	  	Severability	  	143
	 SECTION 9.13.
	  	Counterparts	  	143
	 SECTION 9.14.
	  	Headings	  	144
	 SECTION 9.15.
	  	Jurisdiction; Consent to Service of Process	  	144
	 SECTION 9.16.
	  	Confidentiality	  	144
	 SECTION 9.17.
	  	Platform; Borrower Materials	  	145
	 SECTION 9.18.
	  	Release of Liens and Guarantees	  	145
	 SECTION 9.19.
	  	Judgment Currency	  	146
	 SECTION 9.20.
	  	USA PATRIOT Act Notice	  	146

  

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 Exhibits and Schedules 
  

			
	Exhibit A	  	Form of Assignment and Acceptance
	Exhibit B	  	Form of Solvency Certificate
	Exhibit C-1	  	Form of Borrowing Request
	Exhibit C-2	  	Form of Swingline Borrowing Request
	Exhibit D	  	Form of Mortgage
	Exhibit E	  	Form of Collateral Agreement
		
	Schedule 1.01(a)	  	Certain U.S. Subsidiaries
	Schedule 1.01(b)	  	Mortgaged Properties
	Schedule 1.01(c)	  	Existing Letters of Credit
	Schedule 1.01(d)	  	Immaterial Subsidiaries
	Schedule 1.01(e)	  	Pro Forma Adjustments
	Schedule 1.01(f)	  	Unrestricted Subsidiaries
	Schedule 2.01	  	Commitments
	Schedule 3.01	  	Organization and Good Standing
	Schedule 3.04	  	Governmental Approvals
	Schedule 3.07(b)	  	Leased Properties
	Schedule 3.08(a)	  	Subsidiaries
	Schedule 3.08(b)	  	Subscriptions
	Schedule 3.13	  	Taxes
	Schedule 3.16	  	Environmental Matters
	Schedule 3.21	  	Insurance
	Schedule 3.23	  	Intellectual Property
	Schedule 4.02(b)	  	Local Counsel
	Schedule 4.02(d)	  	Post-Closing Interest Deliveries
	Schedule 6.01	  	Indebtedness
	Schedule 6.02(a)	  	Liens
	Schedule 6.04	  	Investments
	Schedule 6.07	  	Transactions with Affiliates
	Schedule 9.01	  	Notice Information

  

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 CREDIT AGREEMENT dated as of May 18, 2007 (this “Agreement”), among NORANDA
ALUMINUM HOLDING CORPORATION, a Delaware corporation (“Holdings”), NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto from time to time, MERRILL LYNCH CAPITAL
CORPORATION, as administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Lenders, CITIBANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”) and as an
issuing bank (in such capacity, an “Issuing Bank”), GOLDMAN SACHS CREDIT PARTNERS L.P. and UBS SECURITIES LLC, as co-documentation agents (in such capacities, the “Documentation Agents”) and FIFTH THIRD BANK as an
issuing bank (in such capacity, an “Issuing Bank”). 
 WHEREAS, affiliates of Apollo Management VI, L.P. (collectively, the
“Funds”) have formed Holdings and the Borrower for the purpose of entering into that certain stock purchase agreement dated as of April 10, 2007 (the “Acquisition Agreement”) by and among Noranda Finance Inc.,
the Borrower and Xstrata (Schweitz) A.G. pursuant to which the Borrower will acquire (the “Acquisition”) the entire issued stock of Noranda Intermediate Holding Corporation, a newly formed Delaware corporation that, on the Closing
Date, will own all the outstanding shares of capital stock of Noranda Aluminum, Inc. (together with its subsidiaries, the “Target”); and 
 WHEREAS, in connection with the consummation of the Acquisition, the Borrower has requested the Lenders to extend credit in the form of (a) Term B Loans on the Closing Date, in an aggregate principal amount not
in excess of $500.0 million, and (b) Revolving Facility Loans and Letters of Credit at any time and from time to time prior to the Revolving Facility Maturity Date, in an aggregate principal amount at any time outstanding not in excess of
$250.0 million; 
 NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions
set forth herein. Accordingly, the parties hereto agree as follows: 
 ARTICLE I 
 Definitions 
 SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms shall have the meanings specified below: 
 “ABR” shall mean, for any day, a fluctuating rate per annum equal
to the higher of (a) the Federal Funds Effective Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as quoted from time to time in The Wall Street Journal, Money Rates Section as the Prime Rate (currently
defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks). Any change in such rate published in the The Wall Street Journal shall take effect at the opening of business on the day
of publication. 
 “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans. 
 “ABR Loan” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan. 







 “ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving
Loans. 
 “ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to
the ABR in accordance with the provisions of Article II. 
 “ABR Term Loan” shall mean any Term Loan bearing interest
at a rate determined by reference to the ABR in accordance with the provisions of Article II. 
 “Acquisition” shall
have the meaning assigned to such term in the first recital hereto. 
 “Acquisition Agreement” shall have the meaning
assigned to such term in the first recital hereto. 
 “Acquisition Documents” shall mean the collective reference to the
Acquisition Agreement, all material exhibits and schedules thereto and all agreements expressly contemplated thereby. 
 “Act” shall have the meaning assigned to such term in Section 9.20. 
 “Additional Mortgage”
shall have the meaning assigned to such term in Section 5.10(c). 
 “Adjusted LIBO Rate” shall mean with respect to any
Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any.

 “Adjustment Date” shall have the meaning assigned to such term in the definition of “Pricing Grid.” 

“Administrative Agent” shall have the meaning assigned to such term in the preamble to this Agreement. 
 “Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.12(c). 
 “Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent. 
 “Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the person specified. 
 “Agents” shall mean
the Administrative Agent, the Syndication Agent and the Documentation Agents. 
  

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 “Agreement” shall have the meaning assigned to such term in the preamble to this
Agreement. 
 “Agreement Currency” shall have the meaning assigned to such term in Section 9.19. 
 “Applicable Commitment Fee” shall mean for any day 0.50% per annum; provided, that on and after the first Adjustment Date occurring
after delivery of the financial statements and certificates required by Section 5.04 upon the completion of one full fiscal quarter of the Borrower after the Closing Date, the Applicable Commitment Fee will be determined pursuant to the Pricing
Grid. 
 “Applicable Margin” shall mean for any day (i) with respect to any Term B Loan, 2.00% per annum in the
case of any Eurocurrency Loan and 1.00% per annum in the case of any ABR Loan and (ii) with respect to any Revolving Facility Loan, 2.00% per annum in the case of any Eurocurrency Loan and 1.00% per annum in the case of any ABR
Loan; provided, that on and after the first Adjustment Date occurring after delivery of the financial statements and certificates required by Section 5.04 upon the completion of one full fiscal quarter of the Borrower after the Closing
Date, the Applicable Margin with respect to the Loans will be determined pursuant to the Pricing Grid. 
 “Applicable
Period” shall mean an Excess Cash Flow Period or an Excess Cash Flow Interim Period, as the case may be. 
 “Approved
Fund” shall have the meaning assigned to such term in Section 9.04(b). 
 “Asset Sale” shall mean any loss,
damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of any asset or assets of the Borrower or any Subsidiary.

 “Assignee” shall have the meaning assigned to such term in Section 9.04(b). 
 “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the
Administrative Agent and the Borrower (if required by such assignment and acceptance), in the form of Exhibit A or such other form as shall be approved by the Administrative Agent and the Borrower (such approval not to be unreasonably
withheld or delayed). 
 “Availability Period” shall mean the period from and including the Closing Date to but excluding
the earlier of the Revolving Facility Maturity Date and in the case of each of the Revolving Facility Loans, Revolving Facility Borrowings, Swingline Loans, Swingline Borrowings and Letters of Credit, the date of termination of the Revolving
Facility Commitments. 
 “Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender at any time,
an amount equal to the amount by which (a) the Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the Revolving Facility 

  

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Credit Exposure of such Revolving Facility Lender at such time; provided, that with respect to any Swingline Lender, the Available Unused Commitment
at any time shall be reduced by the principal amount of any Swingline Loans made by such Swingline Lender outstanding at such time. 
 “Bank Guarantee” shall mean any bank guarantee issued by an Issuing Bank for the account and on behalf of the Borrower pursuant to Section 2.05 in such form as may be approved by such Issuing Bank in its reasonable
discretion. 
 “Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

 “Board of Directors” shall mean, as to any person, the board of directors or other governing body of such person, or if
such person is owned or managed by a single entity, the board of directors or other governing body of such entity. 
 “Borrower” shall have the meaning assigned thereto in the preamble to this Agreement; provided that the term “Borrower” shall be deemed to mean any successor Borrower determined in accordance with
Section 6.05(b)(i). 
 “Borrowing” shall mean a group of Loans of a single Type under a single Facility and made on a
single date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect. 
 “Borrowing
Minimum” shall mean $5.0 million, except in the case of Swingline Loans, in which case it shall mean $1.0 million. 
 “Borrowing Multiple” shall mean $1.0 million, except in the case of Swingline Loans, in which case it shall mean $500,000. 
 “Borrowing Request” shall mean a request by a Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1. 
 “Budget” shall have the meaning assigned to such term in Section 5.04(e). 
 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided, that when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the applicable currency
in the London interbank market. 
 “Capital Expenditures” shall mean, for any person in respect of any period, the aggregate
of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such
person; provided, however, that Capital Expenditures for the Borrower and its Subsidiaries shall not include: 
  

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 (a) expenditures to the extent they are made with proceeds of the issuance of Equity
Interests of Holdings or any Parent Entity after the Closing Date or funds that would have constituted any Net Proceeds under clause (a) of the definition of the term “Net Proceeds” (but for the application of the first proviso to
such clause (a)), 
 (b) expenditures with proceeds of insurance settlements, condemnation awards and other settlements
in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to
acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of the Borrower and its Subsidiaries within 15 months of receipt of such proceeds (or, if not made within such period of 15 months, are
committed to be made during such period), 
 (c) interest capitalized during such period, 
 (d) expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding
Holdings, the Borrower or any Subsidiary thereof) and for which neither Holdings, the Borrower nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any
other person (whether before, during or after such period), 
 (e) the book value of any asset owned by such person prior to
or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually
having been made in such period; provided, that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and
(ii) such book value shall have been included in Capital Expenditures when such asset was originally acquired, 
 (f) the
purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent
sale of used or surplus equipment, in each case, in the ordinary course of business, 
 (g) Investments in respect of a
Permitted Business Acquisition, 
 (h) the Acquisition, or 
 (i) the purchase of property, plant or equipment made or contractually committed to be made within 15 months of the sale of any asset
(other than inventory) to the extent purchased with the proceeds of such sale. 
 “Capital Lease Obligations” of any person
shall mean the obligations of such person to pay rent or other amounts under any lease of (or other similar arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are 

  

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required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP and, for purposes hereof, the amount of such
obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. 
 “Cash Interest
Expense” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, Interest Expense for such period, less the sum of, without duplication, (a) pay in kind Interest Expense or other non-cash
Interest Expense (including as a result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization of any debt issuance costs or financing fees paid by, or on behalf of, the Borrower or any
Subsidiary, including such fees paid in connection with the Transactions or upon entering into a Permitted Receivables Financing, (c) the amortization of debt discounts, if any, or fees in respect of Swap Agreements and (d) cash interest
income of Borrower and its Subsidiaries for such period; provided, that Cash Interest Expense shall exclude any one time financing fees, including those paid in connection with the Transactions or upon entering into a Permitted Receivables
Financing or any amendment of this Agreement. 
 “Century Joint Ventures” shall mean Gramercy Alumina LLC and St. Ann
Bauxite Limited. 
 “Century Joint Venture Agreements” shall mean (i) the stakeholder agreement dated as of
May 17, 2004 by and among Noranda Finance Inc. and Century Aluminum Company relating to their respective membership interests in Gramercy Alumina LLC and St. Ann Bauxite Limited, (ii) the shareholders agreement dated as of
September 30, 2004 among St. Ann Bauxite Holdings Limited, Gramercy Alumina Holdings Inc. and St. Ann Bauxite Limited and (iii) the amended and restated limited liability company agreement of Gramercy Alumina LLC dated as of
September 30, 2004 among Century Louisiana Inc. and Gramercy Alumina Holdings Inc. 
 “Change in Control” shall be
deemed to occur if: 
 (a) at any time (i) Holdings shall fail to own, directly or indirectly, beneficially and of
record, 100% of the issued and outstanding Equity Interests of the Borrower, (ii) a majority of the seats (other than vacant seats) on the Board of Directors of Holdings shall at any time be occupied by persons who were neither
(A) nominated by the Board of Directors of Holdings or a Permitted Holder, (B) appointed by directors so nominated nor (C) appointed by a Permitted Holder, or (iii) a “change of control” (or similar event) shall occur
under the Senior Notes Indenture, any Material Indebtedness or any Permitted Refinancing Indebtedness in respect of any of the foregoing or any Disqualified Stock (to the extent the aggregate amount of the applicable Disqualified Stock exceeds $35
million); 
 (b) at any time prior to a Qualified IPO, any combination of Permitted Holders shall fail to own beneficially
(within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate, Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of Holdings; or 
  

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 (c) at any time after a Qualified IPO, any person or “group” (within the
meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any combination of the Permitted Holders or any “group” including any Permitted Holders, shall have acquired beneficial ownership of
35% or more on a fully diluted basis of the voting interest in Holdings’ Equity Interests and the Permitted Holders shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in
Holdings’ Equity Interests. 
 “Change in Law” shall mean (a) the adoption of any law, rule or regulation after
the Closing Date, (b) any change in law, rule, treaty or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or Issuing Bank (or, for purposes of
Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the Closing Date. 
 “Charges” shall have the meaning assigned to such term in
Section 9.09. 
 “Citigroup” shall mean Citigroup Global Markets Inc. 
 “Closing Date” shall mean May 18, 2007. 
 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. 
 “Collateral” shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged
Properties and all other property that is subject to any Lien in favor of the Collateral Agent or any Subagent for the benefit of the Lenders pursuant to any Security Document. 
 “Collateral Agent” shall mean the party acting as collateral agent for the Secured Parties under the Security Documents. On the Closing
Date, the Collateral Agent is the same person as the Administrative Agent. Unless the context otherwise requires, the term “Administrative Agent” as used herein shall include the Collateral Agent, notwithstanding various specific
references to the Collateral Agent herein. 
 “Collateral Agreement” shall mean the Guarantee and Collateral Agreement, as
amended, supplemented or otherwise modified from time to time, in the form of Exhibit E, among Holdings, the Borrower, each Subsidiary Loan Party and the Administrative Agent. 
 “Collateral and Guarantee Requirement” shall mean the requirement that: 
 (a) on the Closing Date, the Collateral Agent shall have received (i) from Holdings, the Borrower and each Subsidiary Loan Party, a
counterpart of the Collateral Agreement duly executed and delivered on behalf of such person and (ii) an Acknowledgment and Consent in the form attached to the Collateral Agreement, executed and delivered by each issuer of Pledged Collateral
(as defined in the Collateral Agreement), if any, that is a Subsidiary of the Borrower but is not a Loan Party; 
  

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 (b) on the Closing Date, (i) the Collateral Agent shall have received (A) a
pledge of all the issued and outstanding Equity Interests of (x) the Borrower and (y) each Wholly Owned Domestic Subsidiary (other than Subsidiaries listed on Schedule 1.01(a)) owned on the Closing Date directly by or on behalf
of the Borrower or any Subsidiary Loan Party and (B) a pledge of 100% of the outstanding nonvoting Equity Interests and of 65% of the outstanding voting Equity Interests of each “first tier” Wholly Owned Foreign Subsidiary directly
owned by any Loan Party and (ii) the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto
endorsed in blank; 
 (c) (i) all Indebtedness of the Borrower and each Subsidiary (other than (A) intercompany current
liabilities incurred in the ordinary course of business in connection with the cash management operations of Holdings and its Subsidiaries or (B) to the extent that a pledge of such promissory note or instrument would violate applicable law)
that is owing to any Loan Party shall have been pledged pursuant to the Collateral Agreement (or other applicable Security Document as reasonably required by the Collateral Agent), and (ii) the Collateral Agent shall, if any such Indebtedness
is evidenced by a promissory note or an instrument, have received all such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto endorsed in blank; 
 (d) in the case of any person that becomes a Subsidiary Loan Party after the Closing Date, the Collateral Agent shall have received a
supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Subsidiary Loan Party; 
 (e) after the Closing Date, (i) all the outstanding Equity Interests of (A) any person that becomes a Subsidiary Loan Party after the Closing Date (and which are owned by a Loan Party) and (B) subject
to Section 5.10(g), any other Person that are acquired by a Loan Party after the Closing Date (including, without limitation, the Equity Interests of any Special Purpose Receivables Subsidiary established after the Closing Date) (other than to
the extent that a pledge of such Equity Interest would violate applicable law or regulation) shall have been pledged pursuant to the Collateral Agreement; provided, that in no event shall more than 65% of the issued and outstanding voting
Equity Interests of any “first tier” Foreign Subsidiary be pledged to secure Obligations, and in no event shall any of the issued and outstanding Equity Interests of any Foreign Subsidiary that is not a “first tier” Foreign
Subsidiary of a Loan Party be pledged to secure Obligations, and (ii) the Collateral Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of
transfer with respect thereto endorsed in blank; 
 (f) except as otherwise contemplated by any Security Document and subject
to Section 4.02(d), all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be
created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall 

  

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have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording concurrently with, or promptly
following, the execution and delivery of each such Security Document; 
 (g) within 90 days (or such longer period as the
Collateral Agent shall determine in its sole discretion) of the Closing Date, the Collateral Agent shall have received (i) counterparts of each Mortgage to be entered into with respect to each Mortgaged Property set forth on
Schedule 1.01(b) duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording or filing and (ii) such other documents including, but not limited to, any consents, agreements and confirmations
of third parties (but without duplication of the documents described in clause (h) below), as the Collateral Agent may reasonably request with respect to any such Mortgage or Mortgaged Property; 
 (h) within 90 days (or such longer period as the Collateral Agent shall determine in its sole discretion) of the Closing Date, the
Collateral Agent shall have received (i) a policy or policies or marked-up unconditional binder of title insurance, as applicable, paid for by the Borrower, issued by a nationally recognized title insurance company, insuring the Lien of each
Mortgage in respect of the Mortgaged Property set forth on Schedule 1.01(b) as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements (including
zoning endorsements where reasonably appropriate and available), coinsurance and reinsurance as the Collateral Agent may reasonably request, including with respect to any such property located in a state in which a zoning endorsement is not
available, a zoning compliance letter from the applicable municipality in a form reasonably acceptable to the Collateral Agent, and (ii) a survey of each Mortgaged Property set forth on Schedule 1.01(b) (including all improvements, easements
and other customary matters thereon reasonably required by the Collateral Agent (taking account of whether such survey is an aerial or on-ground survey)), for which all necessary fees (where applicable) have been paid, which is (A) dated (or
redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property, in which event such survey
shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, (B) certified by the surveyor (in
a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent and the title insurance company insuring the Mortgage, (C) complying in all respects with the minimum detail requirements (including, with respect to the Mortgaged
Property located in New Madrid, Missouri, based on aerial photography without planimetrics and not on-ground measurement) of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the
date of preparation of such survey and (D) sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the
Collateral Agent; 
  

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 (i) upon or prior to the delivery of the Mortgages, the Collateral Agent shall have
received evidence of the insurance required by the terms of the Mortgages; 
 (j) except as otherwise contemplated by any
Security Document, each Loan Party shall have obtained all consents and approvals required to be obtained by it in connection with (i) the execution and delivery of all Security Documents (or supplements thereto) to which it is a party and the
granting by it of the Liens thereunder and (ii) the performance of its obligations thereunder; and 
 (k) after the
Closing Date, the Collateral Agent shall have received (i) such other Security Documents as may be required to be delivered pursuant to Section 5.10, and (ii) upon reasonable request by the Collateral Agent, evidence of compliance
with any other requirements of Section 5.10. 
 “Commitment Fee” shall have the meaning assigned to such term in
Section 2.12(a). 
 “Commitments” shall mean (a) with respect to any Lender, such Lender’s Revolving Facility
Commitment (including any Incremental Revolving Facility Commitment), Term B Loan Commitment and Incremental Term Loan Commitment and (b) with respect to any Swingline Lender, its Swingline Commitment. 
 “Conduit Lender” shall mean any special purpose corporation organized and administered by any Lender for the purpose of making Loans
otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or
requested under this Agreement with respect to its Conduit Lender; provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.15, 2.16, 2.17 or 9.05 than the
designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) be deemed to have any Commitment. 
 “Consolidated Debt” at any date shall mean the sum of (without duplication) all Indebtedness (other than letters of credit or bank guarantees, to the extent undrawn) consisting of Capital Lease
Obligations, Indebtedness for borrowed money, Disqualified Stock and Indebtedness in respect of the deferred purchase price of property or services, in each case of the Borrower and its Subsidiaries (or, with respect to and for purposes of
Section 6.10 only, the Century Joint Ventures, rather than the Borrower and its Subsidiaries) determined on a consolidated basis on such date in accordance with GAAP. 
 “Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person and its
subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication, 
 (a) any
net after-tax extraordinary, nonrecurring or unusual gains or losses or income, expenses or charges (less all fees and expenses relating thereto), including, 

  

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without limitation, any (i) severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning,
recommissioning or reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to new product lines, plant shutdown costs, curtailments and modifications to pension and post-retirement employee benefit plans, excess
pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing retention or completion bonuses, (ii) any expenses that constitute transition expenses attributable to the
Borrower becoming and independent operating company in connection with the Transactions, (iii) expenses or charges in connection with the Transactions related to curtailments or modifications to pension or other post retirement employee benefit
plans and (iv) any fees, expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or issuance, repayment, incurrence, refinancing, amendment or modification of Indebtedness permitted
to be Incurred hereunder (in each case, whether or not successful), including any such fees, expenses, charges or change in control payments made under the Acquisition Documents or otherwise related to the Transactions (including any
transition-related expenses incurred before, on or after the Closing Date), in each case, shall be excluded; 
 (b) any net
after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss from disposed, abandoned, transferred, closed or discontinued operations shall be excluded, 
 (c) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset
dispositions other than in the ordinary course of business (as determined in good faith by the senior management or the Board of Directors of the Borrower) shall be excluded, 
 (d) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of
(i) indebtedness or (ii) obligations under Swap Agreements or other derivative instruments, shall be excluded, 
 (e) (A) the Net Income for such period of any Person that is not a subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount
of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a subsidiary thereof in respect of such period; provided, that the portion of the Net Income of the Century Joint
Ventures allocable to the Equity Interests held by the Borrower and /or the Subsidiaries shall be treated as set forth in the last proviso of this definition, and (B) the Net Income for such period shall include any ordinary course dividend
distribution or other payment in cash received from any Person in excess of the amounts included in clause (A), 
 (f)
Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, 
 (g) any increase in amortization or depreciation or any non-cash charges or increases or reduction in Consolidated Net Income, in each case, resulting from purchase 

  

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accounting in connection with the Transactions or any acquisition that is consummated after the Closing Date shall be excluded, 
 (h) any non-cash impairment charges or asset write-offs resulting from the application of GAAP and the amortization of intangibles arising
pursuant to GAAP, shall be excluded, 
 (i) any non-cash compensation charge or expenses realized or resulting from grants and
sales of stock, stock option plans, employee benefit plans or post-employment benefit plans, grants of stock appreciation or similar rights, stock options, restricted stock grants or other rights to officers, directors and employees of such Person
or any of its subsidiaries shall be excluded, 
 (j) accruals and reserves that are established or adjusted and that are so
required to be established or adjusted in accordance with GAAP or as a result of the adoption or modification of accounting policies shall be excluded, 
 (k) non-cash gains, losses, income and expenses resulting from fair value accounting required by Statement of Financial Accounting Standards No. 133 shall be excluded, 
 (l) any (A) severance or relocation costs or expenses, (B) one time non-cash compensation charges, (C) the costs and
expenses after the Closing Date related to employment or terminated employees, (D) costs or expenses realized in connection with, resulting from or in anticipation of the Transactions or (E) costs or expenses realized in connection with or
resulting from stock appreciation or similar rights, stock options or other rights existing on the Closing Date of officers, directors and employees, in each case of such Person or any of its subsidiaries, shall be excluded, 
 (m) the difference, if positive, of the consolidated Taxes of the Borrower calculated in accordance with GAAP and the actual consolidated
Taxes paid in cash by the Borrower during such period shall be included, 
 (n) the non-cash portion of
“straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included, 
 (o) unrealized gains or losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies
resulting from the application of Financial Accounting Standard No. 52 shall be excluded, and 
 (p) non-cash charges for
deferred tax asset valuation allowances shall be excluded. 
 provided, that for purposes of calculating Consolidated Net Income of the Borrower,
(i) for any full four-fiscal-quarter period, the Borrower shall, at its option, be entitled to employ one or the other of the “LIFO” or “FIFO” methods of inventory valuation, irrespective of the manner in which it accounts
for inventory for other purposes and to adjust its otherwise-reported financial calculations 

  

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accordingly, and (ii) Consolidated Net Income shall include the portion of the Consolidated Net Income (as calculated in accordance with this
definition) of the Century Joint Ventures allocable to the Equity Interests in the Century Joint Ventures held by the Borrower and/or its Subsidiaries. 
 “Consolidated Total Assets” shall mean, as of any date, the total assets of the Borrower and the consolidated Subsidiaries, determined in accordance with GAAP, as set forth on the consolidated balance
sheet of the Borrower as of such date. 
 “Control” shall mean 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 ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings
correlative thereto. 
 “Credit Event” shall have the meaning assigned to such term in Article IV. 
 “Cumulative Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to,
without duplication: 
 (a) $40.0 million, plus: 
 (b) the greater of (i) the Cumulative Retained Excess Cash Flow Amount at such time and (ii) an amount equal to 50% of
Consolidated Net Income commencing on the Closing Date and ending on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable, plus 
 (c) the aggregate amount of proceeds received after the Closing Date and prior to such time that would have constituted Net Proceeds
pursuant to clause (a) of the definition thereof except for the operation of clause (x) or (y) of the second proviso thereof (the “Below Threshold Asset Sale Proceeds”), plus 
 (d) the cumulative amount of (i) proceeds (including cash and the fair market value (as determined in good faith by the Borrower)
from the sale of Equity Interests of Holdings or any Parent Entity after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the
Borrower and (ii) principal Indebtedness of the Borrower or any Subsidiary owed to a person other than the Borrower or a Subsidiary not previously applied for a purpose other than use in the Cumulative Credit, which Indebtedness is converted
into common Equity Interests of the Borrower, Holdings or any Parent Entity; plus 
 (e) 100% of the aggregate amount
of contributions to the common capital of the Borrower received in cash (and the fair market value (as determined in good faith by the Borrower) of property other than cash) after the Closing Date (subject to the same exclusions as are applicable to
clause (d) above); plus 
 (f) 100% of the aggregate principal amount of any Indebtedness (including the
liquidation preference or maximum fixed repurchase price, as the case may be, of any 

  

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Disqualified Stock) of the Borrower or any Subsidiary thereof issued after the Closing Date (other than Indebtedness issued to a Subsidiary), which has been
converted into or exchanged for Equity Interests (other than Disqualified Stock) in Holdings or any Parent Entity, plus 
 (g) to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received by the Borrower or any Subsidiary in cash (and the fair market value (as determined in good faith by the Borrower) of property other
than cash received by the Borrower or any Subsidiary) after the Closing Date from: 
 (A) the sale (other than to the Borrower
or any Subsidiary) of the Equity Interests of an Unrestricted Subsidiary, or 
 (B) any dividend or other distribution by an
Unrestricted Subsidiary, plus 
 (h) in the event any Unrestricted Subsidiary has been redesignated as a Subsidiary or
has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into the Borrower or any Subsidiary, the fair market value (as determined in good faith by the Borrower) of the Investments of the
Borrower or any Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus 
 (i) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments,
income and similar amounts) actually received by the Borrower or any Subsidiary in respect of any Investments made pursuant to Section 6.04(j), minus 
 (j) any amounts thereof used to make Investments pursuant to Section 6.04(b)(y) after the Closing Date prior to such time,
minus 
 (k) any amounts thereof used to make Investments pursuant to Section 6.04(j)(ii) after the Closing Date
prior to such time, minus 
 (l) the cumulative amount of Restricted Payments made pursuant to Section 6.06(e)
prior to such time, minus 
 (m) the cumulative amount of payments of distributions in respect of Junior Financings
pursuant to Section 6.09(b)(i)(E)(y); 
 provided, however, for purposes of Section 6.06(e), the calculation of the Cumulative Credit
shall not include any Below Threshold Asset Sale Proceeds except to the extent they are used as contemplated in clauses (j) and (k) above. 
 “Cumulative Retained Excess Cash Flow Amount” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to: 
  

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 (a) the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all
Excess Cash Flow Periods ending after the Closing Date and prior to such date, plus 
 (b) for each Excess Cash Flow
Interim Period ended prior to such date but as to which the corresponding Excess Cash Flow Period has not ended, an amount equal to the Retained Percentage of Excess Cash Flow for such Excess Cash Flow Interim Period. 
 “Current Assets” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date of determination, the
sum of (a) all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current assets at such date
of determination, other than amounts related to current or deferred Taxes based on income or profits, and (b) in the event that a Permitted Receivables Financing is accounted for off balance sheet, (x) gross accounts receivable comprising
part of the Receivables Assets subject to such Permitted Receivables Financing less (y) collections against the amounts sold pursuant to clause (x). 
 “Current Liabilities” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be
classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Interest Expense (excluding
Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the Transactions, (e) accruals of any costs or expenses related
to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, and (f) accruals for add-backs to EBITDA included in clauses (a)(iv) through (a)(vi)
of the definition of such term. 
 “Debt Service” shall mean, with respect to the Borrower and its Subsidiaries on a
consolidated basis for any period, Cash Interest Expense for such period plus scheduled principal amortization of Consolidated Debt for such period. 
 “Declining Lender” shall have the meaning assigned to such term in Section 2.11(f). 
 “Default” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default. 
 “Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect. 
 “Designated Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or one of its Subsidiaries in connection with an Asset
Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash or cash equivalents received in connection with a subsequent sale
of such Designated Non-Cash Consideration. 
  

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 “Disqualified Stock” shall mean, with respect to any person, any Equity Interests of
such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change
of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof
(other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests
that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the earlier of (x) the Term B Facility Maturity Date and (y) the date on which the Loans and all other Obligations that are
accrued and payable are repaid in full and the Commitments are terminated; provided, however, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so
redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Equity Interests are issued to any employee or to any plan for the benefit of
employees of the Borrower or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrower in order to satisfy applicable
statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further; however, that any class of Equity Interests of such person that by its terms authorizes such person
to satisfy its obligations by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock. 
 “Documentation Agents” shall have the meaning assigned to such term in the preamble to this Agreement. 
 “Dollars” or “$” shall mean the lawful currency of the United States of America. 
 “Domestic
Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary or a subsidiary listed on 
Schedule 1.01(a). 
 “EBITDA” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and its Subsidiaries for such period plus (a) the sum of
(in each case without duplication and to the extent the respective amounts described in subclauses (i) through (vii) of this clause (a) reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period
for which EBITDA is being determined, including such amounts as were deducted from the Consolidated Net Income of the Century Joint Ventures): 
 (a) provision for Taxes based on income, profits or capital of the Borrower, its Subsidiaries and the Century Joint Ventures (ratably in proportion to the equity interest in the Century Joint Ventures directly or
indirectly held by the Borrower) for such period, including, without limitation, state, franchise and similar taxes taken into account in calculating Consolidated Net Income. 
  

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 (b) Interest Expense (and to the extent not included in Interest Expense, (x) all
cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock of Disqualified Stock and (y) costs of surety bonds in connection with financing activities) of the Borrower, its Subsidiaries and the Century
Joint Ventures (ratably in proportion to the equity interest in the Century Joint Ventures directly or indirectly held by the Borrower) for such period (net of interest income of the Borrower and its Subsidiaries for such period), 
 (c) depreciation, amortization and accretion expenses of the Borrower, its Subsidiaries and the Century Joint Ventures (ratably in
proportion to the equity interest in the Century Joint Ventures directly or indirectly held by the Borrower) for such period, including, but not exclusively, the amortization of intangible assets, deferred financing fees and amortization of
unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, 
 (d)
business optimization expenses and other restructuring charges (which, for the avoidance of doubt, shall include, without limitation, the effect of inventory optimization programs, plant closures, retention, severance, systems establishment costs
and excess pension charges); provided, that with respect to each business optimization expense or other restructuring charge, the Borrower shall have delivered to the Administrative Agent an officers’ certificate executed by a
Responsible Officer of the Borrower specifying and quantifying such expense or charge and stating that such expense or charge is a business optimization expense or other restructuring charge, as the case may be, 
 (e) any other non-cash charges; provided, that, for purposes of this subclause (v) of this clause (a), any non-cash
charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made, 
 (f) the amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid to the Fund or any Fund Affiliates or distributed to Holdings or a Parent Entity pursuant to
Section 6.06(j) (or any accruals related to such fees and related expenses) during such period; provided, that such amount shall not exceed in any four quarter period the sum of (i) the greater of $6.0 million and 2.0% of EBITDA for
such four quarter period, plus (ii) the amount of deferred fees (to the extent such fees would otherwise have been permitted to be included in clause (i) if paid, but were not included in such clause (i)), plus
(iii) 2.0% of the value of transactions permitted hereunder and entered into by the Borrower or any of its Subsidiaries with respect to which the Funds or any Fund Affiliates provides any of the aforementioned types of services, and 

(g) non-operating expenses, 
 minus
(b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated
Net Income of the Borrower and its 

  

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Subsidiaries and the Century Joint Ventures (ratably in proportion to the equity interest in the Century Joint Ventures directly or indirectly held by the
Borrower) for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for,
anticipated cash charges that reduced EBITDA in any prior period). 
 For purposes of determining EBITDA under this Agreement for any quarter ending prior to
the first full quarter ending after the Closing Date, EBITDA for such fiscal quarter shall be calculated on a Pro Forma Basis giving effect to the Acquisition and the other Transactions occurring on the Closing Date. 
 “environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands),
the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law. 
 “Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, decrees or judgments, promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the generation, management, Release or threatened Release of, or exposure to, any Hazardous Material or to occupational health and safety matters (to the extent relating to the
environment or Hazardous Materials). 
 “Equity Financing” shall mean, in connection with the consummation of the
Acquisition, the purchase or contribution by the Permitted Holders, directly or indirectly, of cash common equity to or of Holdings (or rollover of existing equity by the Management Group) in an aggregate amount of not less than $210.0 million,
which amount shall be contributed by Holdings to the Borrower as cash common equity. 
 “Equity Interests” of any person
shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any
limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing. 
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final
regulations promulgated and the rulings issued thereunder. 
 “ERISA Affiliate” shall mean any trade or business (whether or
not incorporated) that, together with Holdings, the Borrower or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,
is treated as a single employer under Section 414 of the Code. 
 “ERISA Event” shall mean (a) any Reportable
Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302
of 

  

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ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver
of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer
Plan; (d) the incurrence by Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (e) the receipt by Holdings, the Borrower,
a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (f) the incurrence by
Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by Holdings, the Borrower, a Subsidiary or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, the Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the conditions for imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; or (i) the
adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA. 
 “Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans. 
 “Eurocurrency
Loan” shall mean any Eurocurrency Term Loan or Eurocurrency Revolving Loan. 
 “Eurocurrency Revolving Facility
Borrowing” shall mean a Borrowing comprised of Eurocurrency Revolving Loans. 
 “Eurocurrency Revolving Loan” shall
mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II. 
 “Eurocurrency Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II. 
 “Event of Default” shall have the meaning assigned to such term in Section 7.01. 
 “Excess Cash Flow” shall mean, with respect to the Borrower, its Subsidiaries and the Century Joint Ventures on a consolidated basis for
any Applicable Period, EBITDA of the Borrower, its Subsidiaries and the Century Joint Ventures on a consolidated basis for such Applicable Period, minus, without duplication, 
 (a) Debt Service for such Applicable Period, 
 (b) the amount of any voluntary prepayment permitted hereunder of term Indebtedness during such Applicable Period (other than any voluntary prepayment of the 

  

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Loans, which shall be the subject of Section 2.11(c)), so long as the amount of such prepayment is not already reflected in Debt Service, 
 (c) (i) Capital Expenditures by the Borrower and its Subsidiaries on a consolidated basis during such Applicable Period that are paid in
cash (to the extent permitted under this Agreement) and (ii) the aggregate consideration paid in cash during the Applicable Period in respect of Permitted Business Acquisitions and other Investments permitted hereunder less any amounts
received in respect thereof as a return of capital, 
 (d) Capital Expenditures or Permitted Business Acquisitions that the
Borrower or any Subsidiary shall, during such Applicable Period, become obligated to make but that are not made during such Applicable Period (to the extent permitted under this Agreement); provided, that (i) the Borrower shall deliver a
certificate to the Administrative Agent not later than 90 days after the end of such Applicable Period, signed by a Responsible Officer of the Borrower and certifying that such Capital Expenditures and the delivery of the related equipment or
Permitted Business Acquisitions will be made in the following Applicable Period, and (ii) any amount so deducted shall not be deducted again in a subsequent Applicable Period, 
 (e) Taxes paid in cash by the Borrower (and Restricted Payments paid in cash pursuant to Section 6.06(b)(v) hereof) and its
Subsidiaries on a consolidated basis during such Applicable Period or that will be paid within six months after the close of such Applicable Period; provided, that with respect to any such amounts to be paid after the close of such Applicable
Period, (i) any amount so deducted shall not be deducted again in a subsequent Applicable Period, and (ii) appropriate reserves shall have been established in accordance with GAAP, 
 (f) an amount equal to any increase in Working Capital for such Applicable Period, 
 (g) cash expenditures made in respect of Swap Agreements during such Applicable Period, to the extent not reflected in the computation of
EBITDA or Interest Expense, 
 (h) permitted Restricted Payments made in cash by the Borrower during such Applicable Period
and permitted Restricted Payments made by any Subsidiary to any person other than Holdings, the Borrower or any of its Subsidiaries during such Applicable Period, in each case in accordance with Section 6.06 (other than Section 6.06(e)),

 (i) amounts paid in cash during such Applicable Period on account of (A) items that were accounted for as non-cash
reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDA of the Borrower and its Subsidiaries in a prior Applicable Period and (B) reserves or accruals
established in purchase accounting, 
  

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 (j) to the extent not deducted in the computation of Net Proceeds in respect of any asset
disposition or condemnation giving rise thereto, the amount of any mandatory prepayment of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document), together with any interest, premium or penalties required to be
paid (and actually paid) in connection therewith, and 
 (k) the aggregate amount of items that were added to or not deducted
from Net Income in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual
thereof in a prior Applicable Period), or an accrual for a cash payment, by the Borrower and its Subsidiaries or did not represent cash received by the Borrower and its Subsidiaries, in each case on a consolidated basis during such Applicable
Period, 
 plus, without duplication, 
 (l) an amount equal to any decrease in Working Capital of the Borrower for such Applicable Period, 
 (m) all amounts referred to in clauses (b), (c), (d) and (h) above to the extent funded with the proceeds of the issuance or the incurrence of Indebtedness (including Capital Lease Obligations and purchase money Indebtedness,
but excluding, solely as relating to Capital Expenditures, proceeds of Revolving Facility Loans), the sale or issuance of any Equity Interests (including any capital contributions) and any loss, damage, destruction or condemnation of, or any sale,
transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of any asset or assets, in each case to the extent there is a corresponding deduction from Excess Cash Flow above,

 (n) to the extent any permitted Capital Expenditures or Permitted Business Acquisitions referred to in clause (d)
above and the delivery of the related equipment do not occur in the following Applicable Period of the Borrower specified in the certificate of the Borrower provided pursuant to clause (d) above, the amount of such Capital Expenditures or
Permitted Business Acquisitions that were not so made in such following Applicable Period, 
 (o) cash payments received in
respect of Swap Agreements during such Applicable Period to the extent such payments (i) were not included in the computation of EBITDA or (ii) do not reduce Cash Interest Expense, 
 (p) any extraordinary or nonrecurring gain realized in cash during such Applicable Period (except to the extent such gain consists of Net
Proceeds subject to Section 2.11(b)), 
 (q) to the extent deducted in the computation of EBITDA, cash interest income,
and 
  

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 (r) the aggregate amount of items that were deducted from or not added to Net Income in
connection with calculating Consolidated Net Income or were deducted from or not added to Consolidated Net Income in calculating EBITDA to the extent either (i) such items represented cash received by the Borrower or any Subsidiary or
(ii) such items do not represent cash paid by the Borrower or any Subsidiary, in each case on a consolidated basis during such Applicable Period. 
 “Excess Cash Flow Interim Period” shall mean (x) during any Excess Cash Flow Period, any one-, two-, or three-quarter period (a) commencing on the later of (i) the end of the
immediately preceding Excess Cash Flow Period and (ii) if applicable, the end of any prior Excess Cash Flow Interim Period occurring during the same Excess Cash Flow Period and (b) ending on the last day of the most recently ended fiscal
quarter (other than the last day of the fiscal year) during such Excess Cash Flow Period for which financial statements are available and (y) during the period from the Closing Date until the beginning of the first Excess Cash Flow Period, any
period commencing on the Closing Date and ending on the last day of the most recently ended fiscal quarter for which financial statements are available. 
 “Excess Cash Flow Period” shall mean (a) for purposes of Section 2.11(c), (i) the portion of the 2007 fiscal year of the Borrower commencing on July 1, 2007 and ending on
December 31, 2007 and (ii) each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending on December 31, 2008 and (b) for purposes of determining the Cumulative Retained Excess Cash Flow Amount,
(i) the portion of the 2007 fiscal year of the Borrower commencing on April 1, 2007 and ending on December 31, 2007, and (ii) each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending on
December 31, 2008. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
 “Excluded Indebtedness” shall mean all Indebtedness permitted to be incurred under Section 6.01, other than under
Section 6.01(l). 
 “Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, any Issuing Bank
or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) any income taxes imposed on (or measured by) its net income (however denominated) and franchise taxes imposed in lieu of net
income taxes by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located
or any other jurisdiction as a result of such recipient engaging or having engaged in a trade or business in such jurisdiction for tax purposes (or in any other activities that subject a Lender to income tax in such jurisdiction); provided
that no such person shall be deemed to be engaged in a trade or business (or to be engaged in such other activities) solely as a result of the activities and transactions contemplated by this Agreement, (b) any branch profits tax or any similar
tax that is imposed by any jurisdiction described in clause (a), and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19), any withholding Tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law occurring
after the date on which such Foreign Lender became a party to this Agreement or any other Loan Document) to comply with Section 2.17(e), except to the 

  

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extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of such assignment or designation of a new lending office, respectively,
to receive additional amounts from a Loan Party with respect to such withholding tax pursuant to Section 2.17(a) or 2.17(c). 
 “Existing Credit Facilities” shall mean (a) that certain $200.0 million revolving credit facility agreement dated August 10, 2005 and made between Noranda Aluminum, Inc. and Noranda Islandi EHF and (b) that
certain $200.0 million term loan credit agreement dated May 2, 2001, as amended October 31, 2005 and December 5, 2005 and made between Noranda Aluminum, Inc. and Noranda Islandi EHF. 
 “Existing Letters of Credit” shall mean those Standby Letters of Credit or Trade Letters of Credit issued and outstanding as of the date
hereof set forth on Schedule 1.01(c). 
 “Facility” shall mean the respective facility and commitments utilized in
making Loans and credit extensions hereunder, it being understood that as of the date of this Agreement there are two Facilities, i.e. the Term B Facility and the Revolving Facility (and no Incremental Term Facility or Incremental Revolving Facility
Commitments), and thereafter, may include the Incremental Term Facility and Incremental Revolving Facility Commitments. 
 “Federal
Funds Effective Rate” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day,
as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions
on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Merrill Lynch on such day on such transactions as determined by the Administrative Agent. 
 “Fee Letter” shall mean that certain Fee Letter dated as of April 13, 2007 by and among the Borrower, Merrill Lynch, Citigroup Global Markets Inc. and Goldman Sachs Credit Partners L.P. and
acceded to by UBS Loan Finance LLC and UBS Securities LLC pursuant to a joinder agreement dated April 25, 2007. 
 “Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Administrative Agent Fees. 
 “Financial Officer” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person. 
 “Foreign Lender” means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the
Code. 
 “Foreign Subsidiary” shall mean any Subsidiary that is incorporated or organized under the laws of any jurisdiction
other than the United States of America, any State thereof or the District of Columbia. 
  

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 “Funds” shall have the meaning assigned to such term in the first recital hereto.

 “Fund Affiliates” shall mean (i) each Affiliate of a Fund, and (ii) any individual who is a partner or employee
of Apollo Management, L.P. or Apollo Management VI, L.P. 
 “GAAP” shall mean generally accepted accounting principles in
the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such
other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Closing Date. For purposes herein, the term “consolidated” shall mean such Person consolidated
with the Subsidiaries and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment. 
 “Governmental Authority” shall mean any federal, state, provincial, territorial, municipal, local or foreign court or governmental
agency, authority, instrumentality or regulatory or legislative body. 
 “Guarantee” of or by any person (the
“guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (iv) entered into for the purpose of
assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part) or (v) as an account party in respect of any letter of
credit, bank guarantee or other letter of guaranty issued to support such Indebtedness or other obligation, or (b) any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder
of Indebtedness to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided, however, the term “Guarantee” shall not include endorsements of
instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted by this
Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith. 
  

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 “guarantor” shall have the meaning assigned to such term in the definition of the term
“Guarantee.” 
 “Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials,
substances and constituents, including, without limitation, explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature subject to
regulation or which can give rise to liability under any Environmental Law. 
 “Holdings” shall have the meaning assigned to
such term in the preamble to this Agreement; provided that the terms “Holdings” shall be deemed to mean any Successor Holdings determined in accordance with Section 6.14. 
 “Immaterial Subsidiary” shall mean any Subsidiary that, as of the last day of the fiscal quarter of the Borrower most recently ended,
(a) did not have assets with a value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Borrower and its Subsidiaries on a consolidated basis as of such date and (b) when
taken together with all other Immaterial Subsidiaries as of such date, did not have assets with a value in excess of 10.0% of the Consolidated Total Assets or revenues representing in excess of 10.0% of total revenues of the Borrower and its
Subsidiaries on a consolidated basis as of such date. Each Immaterial Subsidiary as of the Closing Date shall be set forth in Schedule 1.01(d). 
 “Increased Amount Date” shall have the meaning assigned to such term in Section 2.21(a). 
 “Incremental Amount” shall mean, at any time, the excess, if any, of (a) $200.0 million over (b) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Facility Commitments
established prior to such time pursuant to Section 2.21. 
 “Incremental Assumption Agreement” shall mean an
Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

 “Incremental Revolving Facility Commitment” shall mean any increased or incremental Revolving Facility Commitment
provided pursuant to Section 2.21. 
 “Incremental Revolving Facility Lender” shall mean a Lender with a Revolving
Facility Commitment or an outstanding Revolving Facility Loan as a result of an Incremental Revolving Facility Commitment. 
 “Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans. 
 “Incremental
Term Facility” shall mean the Incremental Term Loan Commitments and the Incremental Term Loans made hereunder. 
  

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 “Incremental Term Facility Maturity Date” shall mean, with respect to any series or
tranche of Incremental Term Loans established pursuant to an Incremental Assumption Agreement, the maturity date for as set forth in such Incremental Assumption Agreement. 
 “Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

 “Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.21, to
make Incremental Term Loans to the Borrower. 
 “Incremental Term Loan Installment Date” shall have, with respect to any
series or tranche of Incremental Term Loans established pursuant to an Incremental Assumption Agreement, the meaning assigned to such term in Section 2.10(a)(ii). 
 “Incremental Term Loans” shall mean Term Loans made by one or more Lenders to the Borrower pursuant to 
Section 2.01(c). Incremental Term Loans may be made in the form of additional Term B
Loans or, to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Other Term Loans. 
 “Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed as the deferred purchase price of
property or services, to the extent that the same would be required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP, (e) all Capital Lease Obligations of such person, (f) all net payments that such
person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding Swap Agreements, (g) the principal component of all obligations, contingent or otherwise, of
such person as an account party in respect of letters of credit and bank guarantees, (h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness
described in clauses (a) through (h) above and (j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not
increased the liquidation preference of such Disqualified Stock); provided, that Indebtedness shall not include (A) trade payables, accrued expenses and intercompany liabilities arising in the ordinary course of business,
(B) prepaid or deferred revenue arising in the ordinary course of business, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed
obligations of the seller of such asset or (D) earn-out obligations until such obligations become a liability on the balance sheet of such person in accordance with GAAP. The Indebtedness of any person shall include the Indebtedness of any
partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respect thereof. To the extent not otherwise included,
Indebtedness shall include the amount of any Receivables Net Investment. 
 “Indemnified Taxes” shall mean all Taxes other
than Excluded Taxes. 
  

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 “Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

 “Ineligible Institution” shall mean the persons identified in writing to the Administrative Agent by the Borrower on or
prior to the Closing Date, and as may be identified in writing to the Administrative Agent by the Borrower from time to time thereafter, with the written consent of the Administrative Agent (not to be unreasonably withheld or delayed), by delivery
of a notice thereof to the Administrative Agent setting forth such person or persons (or the person or persons previously identified to the Administrative Agent that are to be no longer considered “Ineligible Institutions”). 
 “Information” shall have the meaning assigned to such term in Section 3.14(a). 
 “Information Memorandum” shall mean the Confidential Information Memorandum dated April 2007, as modified or supplemented prior to the
Closing Date. 
 “Intellectual Property Rights” shall have the meaning assigned to such term in Section 3.23.

 “Intercreditor Agreement” shall mean that certain intercreditor agreement dated as of the date hereof among the Borrower,
the Collateral Agent and Merrill Lynch International. 
 “Interest Election Request” shall mean a request by the Borrower to
convert or continue a Term Borrowing or Revolving Facility Borrowing in accordance with Section 2.07. 
 “Interest
Expense” shall mean, with respect to any person for any period, the sum of (a) gross interest expense of such person and its subsidiaries for such period on a consolidated basis whether paid or accrued, including (i) the
amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to Swap Agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense, commissions, discounts and
other fees and charges incurred in respect of letters of credit, (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense and (iv) net payments and receipts (if any) pursuant to
interest rate Swap Agreements), (b) capitalized interest of such person and (c) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing which are payable to any person other
than the Borrower or a Subsidiary Loan Party. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by the Borrower and its Subsidiaries with respect to
interest rate Swap Agreements, and interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP. 
 “Interest Payment Date” shall mean (a) with respect to any Eurocurrency Loan, the last day of each
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had
successive Interest Periods of three months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type and 

  

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(b) with respect to any ABR Loan, the last Business Day of each March, June, September and December. 
 “Interest Period” shall mean, as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the last day
of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6
months thereafter (or 9 or 12 months, if at the time of the relevant Borrowing, all relevant Lenders consent to such interest periods), as the Borrower may elect, or the date any Eurocurrency Borrowing is converted to an ABR Borrowing in accordance
with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11; provided, however, that 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. Interest shall accrue from and including the first day of
an Interest Period to but excluding the last day of such Interest Period. 
 “Investment” shall have the meaning assigned to
such term in Section 6.04. 
 “Issuing Bank” shall mean, (i) Citibank, N.A., (ii) Fifth Third Bank and
(iii) each other Issuing Bank designated pursuant to Section 2.05(k), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i). An Issuing Bank may,
in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such
Affiliate. 
 “Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(b). 
 “Joint Bookrunners” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets, Inc. and Goldman
Sachs Credit Partners L.P. 
 “Joint Lead Arrangers” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Citigroup Global Markets Inc., in their capacities as joint lead arrangers. 
 “Judgment Currency” shall have the
meaning assigned to such term in Section 9.19. 
 “Junior Financing” shall have the meaning assigned to such term in
Section 6.09(b)(i). 
 “L/C Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a
Letter of Credit. 
 “L/C Participation Fee” shall have the meaning assigned such term in Section 2.12(b). 

 

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 “Lender” shall mean each financial institution listed on Schedule 2.01
(other than any such person that ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04), as well as any person that becomes a “Lender” hereunder pursuant to Section 9.04. 

“Lender Default” shall mean (i) the refusal (which has not been retracted) of a Lender to make available its portion of any
Borrowing, to acquire participations in a Swingline Loan pursuant to Section 2.04 or to fund its portion of any unreimbursed payment under Section 2.05(e), or (ii) a Lender having notified the Borrower and/or the Administrative Agent
in writing that it does not intend to comply with its obligations under Section 2.04, 2.05 or 2.06. 
 “Letter of
Credit” shall mean any letter of credit and any bank guarantee issued pursuant to Section 2.05. Each Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date for all purposes of
the Loan Documents. 
 “Letter of Credit Commitment” shall mean, with respect to each Issuing Bank, the commitment of such
Issuing Bank to issue Letters of Credit pursuant to Section 2.05. 
 “Letter of Credit Sublimit” shall mean $75.0
million. 
 “LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the rate per annum
equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Bloomberg (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided,
that if such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on
the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted by Merrill Lynch and with a term equivalent to such Interest Period would be offered by Merrill
Lynch’s London Branch to major banks in the London interbank Eurocurrency market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period. 
 “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security
interest or similar encumbrance in or on such asset or (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset, provided, that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien. 
 “Loan Documents” shall mean this Agreement, the Letters of Credit, the Security Documents, the Intercreditor Agreement and any Note issued under Section 2.09(e), and solely for the purposes of
Sections 4.02 and 7.01 hereof, the Fee Letter. 
 “Loan Parties” shall mean Holdings, the Borrower and the Subsidiary Loan
Parties. 
  

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 “Loans” shall mean the Term B Loans, the Incremental Term Loans (if any), the Revolving
Facility Loans and the Swingline Loans. 
 “Local Time” shall mean New York City time. 
 “Majority Lenders” of any Facility shall mean, at any time, Lenders under such Facility having Loans and unused Commitments representing
more than 50% of the sum of all Loans outstanding under such Facility and unused Commitments under such Facility at such time. 
 “Management Group” shall mean the group consisting of the directors, executive officers and other key management personnel of the Borrower, Holdings and their Subsidiaries, as the case may be, on the Closing Date together
with (a) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of the Borrower or Holdings, as the case may be, was approved by a vote of a majority of the directors of the Borrower or
Holdings, as the case may be, then still in office who were either directors on the Closing Date or whose election or nomination was previously so approved and (b) executive officers and other key management personnel of the Borrower or
Holdings and their Subsidiaries, as the case may be, hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of the Borrower or Holdings, as the case may be. 

“Margin Stock” shall have the meaning assigned to such term in Regulation U. 
 “Material Adverse Effect” shall mean a material adverse effect on the business, property, operations or condition of the Borrower and
its Subsidiaries, taken as a whole, or the validity or enforceability of any of the material Loan Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder. 
 “Material Indebtedness” shall mean Indebtedness (other than Loans and Letters of Credit) of any one or more of the Borrower or any
Subsidiary in an aggregate principal amount exceeding $25.0 million. 
 “Material Subsidiary” shall mean any Subsidiary
other than an Immaterial Subsidiary. 
 “Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

 “Merrill Lynch” shall mean Merrill Lynch Capital Corporation. 
 “MLI Swap Agreement” shall mean the ISDA Master Agreement dated as of April 10, 2007 by and between Merrill Lynch International and
Noranda Aluminum, Inc. (including the schedules and any credit annex thereto and the confirmations thereunder, including, without limitation, any confirmations entered into after the date hereof), pursuant to which the parties thereto have entered
into certain commodity price derivative transactions, as each may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted herein. 
  

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 “Moody’s” shall mean Moody’s Investors Service, Inc. 
 “Mortgaged Properties” shall mean the Real Properties owned in fee by the Loan Parties that are set forth on

Schedule 1.01(b) and each additional Real Property encumbered by a Mortgage pursuant to Section 5.10. 
 “Mortgages” shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents delivered with respect to Mortgaged Properties, each
substantially in the form of Exhibit D (with such changes as are reasonably consented to by the Administrative Agent to account for local law matters), as amended, supplemented or otherwise modified from time to time. 
 “Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower, Holdings or
any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the
preceding six plan years made or accrued an obligation to make contributions. 
 “Net Income” shall mean, with respect to
any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends. 
 “Net Proceeds” shall mean: 
 (a) 100% of the cash proceeds actually received
by the Borrower or any Subsidiary Loan Party (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty
insurance settlements and condemnation awards, but only as and when received) from any Asset Sale (other than those pursuant to Section 6.05(a), (b), (c), (d) (except as contemplated by Section 6.03(b)(ii)), (e), (f), (h), (i),
(j) or (o)), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required
debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents) on such asset, other customary
expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes paid or payable as a result thereof, and (iii) the amount of any reasonable reserve established in accordance with GAAP
against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of its Subsidiaries
including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other
than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Asset Sale occurring on the date of such reduction); provided, that, if no Event of Default exists and the Borrower shall deliver a
certificate of a Responsible 

  

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Officer of the Borrower to the Administrative Agent promptly following receipt of any such proceeds setting forth the Borrower’s intention to use any
portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower and its Subsidiaries or to make investments in Permitted Business Acquisitions, in each case within 15
months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 15 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such
proceeds are not so used within such 15-month period but within such 15-month period are contractually committed to be used, then, upon the termination of such contract, such remaining portion shall constitute Net Proceeds as of the date of such
termination or expiry without giving effect to this proviso); provided, further, that (x) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall
exceed $5.0 million, (y) no proceeds shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such proceeds in such fiscal year shall exceed $10.0 million and (z) at any time during the 15-month reinvestment
period contemplated by the immediately preceding proviso above, if, on a Pro Forma Basis after giving effect to the Asset Sale and the application of the proceeds thereof, the Total Net Senior Secured Leverage Ratio is less than or equal to 2.00 to
1.00, up to $75.0 million of such proceeds shall not constitute Net Proceeds; 
 (b) 100% of the cash proceeds from the
incurrence, issuance or sale by the Borrower or any Subsidiary Loan Party of any Indebtedness (other than Excluded Indebtedness), net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case
incurred in connection with such issuance or sale; and 
 (c) 100% of the cash proceeds of any payment received by, or on
behalf of, Noranda Aluminum, Inc. upon the termination prior to maturity of any transaction under the MLI Swap Agreement that was in effect as of April 10, 2007, net of (i) attorneys’ fees, accountants’ fees, investment banking
fees, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes paid or payable as a result thereof, (iii) the amount of any reasonable reserve established in
accordance with GAAP against any adjustment relating to such early termination and (iv) payments by Noranda Aluminum, Inc. in respect of other transactions under the MLI Swap Agreement matured or terminated substantially contemporaneously
therewith. 
 For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Borrower
or any Affiliate of the Borrower shall be disregarded, except for financial advisory fees customary in type and amount paid to Affiliates of the Fund and otherwise not prohibited from being paid hereunder. 
 “New York Courts” shall have the meaning assigned to such term in Section 9.15. 
 “Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.19(c). 
  

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 “Note” shall have the meaning assigned to such term in Section 2.09(e). 

“Obligations” shall mean all amounts (including, without limitation, Fees and expenses) owing to the Administrative Agent, or any
Lender pursuant to the terms of this Agreement or any other Loan Document. 
 “Other Revolving Loans” shall have the meaning
assigned to such term in Section 2.21(a). 
 “Other Taxes” shall mean any and all present or future stamp or
documentary taxes or any other excise, transfer, sales, property, intangible, mortgage recording, or similar taxes, charges or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, the Loan Documents, and any and all interest and penalties related thereto. Other Taxes shall not include any Taxes imposed on, or measured by reference to, gross income, net income or gain. 
 “Other Term Loans” shall have the meaning assigned to such term in Section 2.21(a). 
 “Overdraft Line” shall have the meaning assigned to such term in Section 6.01(w). 
 “Parent Entity” shall mean any direct or indirect parent of Holdings. 
 “Participant” shall have the meaning assigned to such term in Section 9.04(c)(i). 
 “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA. 
 “Perfection Certificate” shall mean the Perfection Certificate with respect to Borrower and the other Loan Parties in a form reasonably
satisfactory to the Administrative Agent. 
 “Permitted Business Acquisition” shall mean any acquisition of all or
substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) in (or that results in the Borrower or its Subsidiaries owning all or substantially all the Equity Interests in), or
merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition), if immediately
after giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to
any such acquisition or investment with a fair market value (as determined in good faith by the Borrower) in excess of $20.0 million, the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to such acquisition or
investment and any related transactions; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any
person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a 

  

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Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party, and (vi) the aggregate amount of such acquisitions and
investments in assets that are not owned by the Borrower or Subsidiary Loan Parties or in Equity Interests in persons that are not Subsidiary Loan Parties or persons that do not become Subsidiary Loan Parties upon consummation of such acquisition
shall not exceed the greater of (x) 4.50% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such acquisition or investment for which financial statements have been delivered pursuant to
Section 3.05 or 5.04, as applicable and (y) $50.0 million. 
 “Permitted Holder” shall mean each of (i) the
Funds and the Fund Affiliates, and (ii) the Management Group. 
 “Permitted Investments” shall mean: 
 (a) direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed
by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years; 
 (b) bank deposits, checking accounts, time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is
organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits in excess of $250.0 million and whose long-term debt, or
whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act)); 
 (c) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above
entered into with a bank meeting the qualifications described in clause (b) above; 
 (d) commercial paper, maturing not
more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of
America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody’s, or A-1 (or higher) according to S&P; 
 (e) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or
territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody’s; 
 (f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of
clauses (a) through (e) above; 
  

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 (g) money market funds that (i) comply with the criteria set forth in Rule 2a-7
under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000.0 million; 
 (h) time deposit accounts, certificates of deposit and money market deposits (in each case with or from a bank meeting the qualifications
described in clause (b) above) in an aggregate face amount not in excess of 0.50% of the total assets of the Borrower and its Subsidiaries, on a consolidated basis, as of the end of the Borrower’s most recently completed fiscal year; and

 (i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign
currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business
conducted by any Subsidiary organized in such jurisdiction. 
 “Permitted Liens” shall have the meaning assigned to such
term in Section 6.02. 
 “Permitted Receivables Documents” shall mean all documents and agreements evidencing, relating
to or otherwise governing a Permitted Receivables Financing. 
 “Permitted Receivables Financing” shall mean one or more
transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance their acquisition of
such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against Receivables Assets; provided that (A) recourse to the Borrower or any Subsidiary (other than the Special Purpose Receivables
Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true
sale”/”absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Receivables Subsidiary)), and (B) the aggregate Receivables Net Investment since the Closing Date
shall not exceed $125.0 million at any time. 
 “Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in
exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted
Refinancing Indebtedness); provided, that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness
so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) except with respect to Section 6.01(i), the weighted average
life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to the earlier of (i) the weighted average life to maturity of the Indebtedness being Refinanced and (ii) 90 days after the Term B Facility Maturity Date,
(c) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of 

  

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payment to such Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being
Refinanced, (d) no Permitted Refinancing Indebtedness shall have different obligors, or greater guarantees or security, than the Indebtedness being Refinanced (provided that (i) Indebtedness (other than the Senior Notes) (A) of
any Loan Party may be Refinanced to add or substitute as an obligor another Loan Party that is reasonably satisfactory to the Administrative Agent and (B) of any Subsidiary that is not a Loan Party may be Refinanced to add or substitute as an
obligor another Subsidiary that is not a Loan Party and is reasonably satisfactory to the Administrative Agent and (ii) other guarantees and security may be added to the extent then independently permitted under Article VI) and (e) if the
Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral (including in respect of working
capital facilities of Foreign Subsidiaries otherwise permitted under this Agreement only, any collateral pursuant to after-acquired property clauses to the extent any such collateral secured the Indebtedness being Refinanced) on terms no less
favorable to the Secured Parties than those contained in the documentation governing the Indebtedness being Refinanced; provided, further, that with respect to a Refinancing of subordinated Indebtedness permitted to be incurred herein,
such Permitted Refinancing Indebtedness shall (i) be subordinated to the guarantee by Holdings and the Subsidiary Loan Parties of the Facilities, and (ii) be otherwise on terms not materially less favorable to the Lenders than those
contained in the documentation governing the Indebtedness being refinanced. 
 “person” shall mean any natural person,
corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof. 
 “Plan” shall mean any employee pension benefit plan, as such term is defined in Section 3(2) of ERISA (other than a Multiemployer
Plan) (i) subject to the provisions of Title IV of ERISA, (ii) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings, the Borrower or any ERISA Affiliate, or (iii) in
respect of which Holdings, the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

 “Platform” shall have the meaning assigned to such term in Section 9.17(a). 
 “Pledged Collateral” shall have the meaning assigned to such term in the Collateral Agreement. 
  

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 “Pricing Grid” shall mean, with respect to the Loans, the table set forth below:

  

											
	 Total Net Senior Secured Leverage Ratio
	  	Revolving Facility Loans	  	Term Loans	  	Applicable
Commitment
Fee
	  	Applicable
Margin for
ABR
Loans	  	Applicable
Margin for
Eurocurrency
Loans	  	Applicable
Margin for
ABR
Loans	  	Applicable
Margin for
Eurocurrency
Loans	  
	 Greater than 1.00 to 1.00
	  	1.00%	  	2.00%	  	1.00%	  	2.00%	  	0.50%
	 Less than or equal to 1.00 to 1.00
	  	0.75%	  	1.75%	  	0.75%	  	1.75%	  	0.375%

 For the purposes of the Pricing Grid, changes in the Applicable Margin and Applicable Commitment Fee resulting
from changes in the Total Net Senior Secured Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to
Section 5.04, commencing with the delivery of such financial statements for the first full fiscal quarter of the Borrower commencing after the Closing Date, and shall remain in effect until the next change to be effected pursuant to this
paragraph. If any financial statements are not delivered within the time periods specified in Section 5.04, then, at the option of the Administrative Agent or the Required Lenders, until the date that is three Business Days after the date on
which such financial statements are delivered, the pricing level that is one pricing level higher than the pricing level theretofore in effect shall apply as of the first Business Day after the date on which such financial statements were to have
been delivered but were not delivered. 
 “Primary Syndication” shall mean the assignment of the Loans and/or Commitments by
the Lenders of record as of the Closing Date, in accordance with Section 9.04, to such Assignees (or their Affiliates) agreed between the Borrower and the Administrative Agent prior to or on the Closing Date, provided that such assignments
occur prior to the date that is 60 consecutive days following the Closing Date. 
 “Prime Rate” shall have the meaning
assigned thereto in the definition of ABR. 
 “Pro Forma Adjusted EBITDA” shall have the meaning assigned to such term in
Section 3.05(a). 
 “Pro Forma Basis” shall mean, as to any person, for any events as described below that occur
subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as
if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): (i) in making any determination of EBITDA, effect shall be given
to any Asset Sale, any acquisition, Investment, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, 

  

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amalgamation or consolidation (or any similar transaction or transactions not otherwise permitted under Sections 6.04 or 6.05 that require a waiver or
consent of the Required Lenders and such waiver or consent has been obtained), any dividend, distribution or other similar payment, any designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation and any
restructurings of the business of the Borrower or any of its Subsidiaries that are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and
similar operational and other cost savings, which adjustments the Borrower determines are reasonable as set forth in a certificate of a Financial Officer of the Borrower (the foregoing, together with any transactions related thereto or in connection
therewith, the “relevant transactions”), in each case that occurred during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted Business Acquisition” or pursuant to
Sections 2.11(b), 6.01(h), 6.01(r), 6.06(e) or 6.09(b), occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition or incurrence of Indebtedness or Liens or Asset
Sale or dividend is consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the
financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Receivables
Financing, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to the definition of the term “Permitted Business
Acquisition” or pursuant to Sections 2.11(b), 6.01(r), 6.06(e) or 6.09(b), occurring during the Reference Period or thereafter and through and including the date upon which the respective Permitted Business Acquisition or incurrence of
Indebtedness or Liens or Asset Sale or dividend is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period and (y) Interest Expense of such person attributable to interest on any
Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), (A) bearing floating interest rates, shall be computed on a pro forma basis as if the rate in effect on the date of such calculation had been the
applicable rate for the entire period (taking into account any obligations pursuant to Swap Agreements applicable to such Indebtedness if such Swap Agreement has a remaining term in excess of 12 months), and (B) in respect of a Capital Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Borrower to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP and
(iii) (A) upon any Subsidiary Redesignation being designated, effect shall be given to such Subsidiary Redesignation and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date
of the respective Subsidiary Redesignation then being designated, collectively, and (B) upon any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as
Unrestricted Subsidiaries after the first day of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively. 
 Calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the
Borrower and may include adjustments to reflect (1) operating expense reductions and other operating improvements or synergies or cost savings reasonably expected to result from such relevant transaction, which 

  

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adjustments are reasonably anticipated by the Borrower to be realizable in connection with such relevant transaction (or any similar transaction or
transactions made in compliance with this Agreement or that require a waiver or consent of the Required Lenders), are estimated on a good faith basis by the Borrower, and are reasonably satisfactory to the Administrative Agent and (2) all
adjustments of the type set forth on Schedule 1.01(e) to the extent such adjustments, without duplication, continue to be applicable. The Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower
setting forth such demonstrable or additional operating expense reductions and other operating improvements or synergies or cost savings and information and calculations supporting them in reasonable detail. 
 “Pro Forma Compliance” shall mean, at any date of determination, that the Borrower (together with its Subsidiaries on a consolidated
basis) shall, on a Pro Forma Basis after giving effect to the relevant transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), have a Total Net Senior Secured Leverage Ratio not in excess of 3.00 to
1.00, recomputed as at the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries for which the financial statements and certificates required pursuant to Section 3.05 or 5.04, as applicable, have been
delivered, and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower to such effect, together with all relevant financial information. 
 “Pro Forma Financial Information” shall have the meaning assigned to such term in Section 3.05(a). 
 “Projections” shall mean the projections of Holdings, the Borrower and its Subsidiaries included in the Information Memorandum and any
other projections and any forward-looking statements (including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative Agent by or on behalf of Holdings, the Borrower or any of its Subsidiaries
prior to the Closing Date. 
 “Public Lender” shall have the meaning assigned to such term in Section 9.17(b).

 “Qualified Equity Interests” shall mean any Equity Interests other than Disqualified Stock. 
 “Qualified IPO” shall mean an underwritten public offering of the Equity Interests of Holdings (or any Parent Entity) which generates
cash proceeds of at least $50.0 million. 
 “Real Property” shall mean, collectively, all right, title and interest
(including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Loan Party, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements
and appurtenant fixtures incidental to the ownership or lease thereof. 
 “Receivables Assets” shall mean accounts
receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by the Borrower or any Subsidiary. 
  


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 “Receivables Net Investment” shall mean the aggregate cash amount paid by the lenders or
purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such
Receivables Assets or otherwise in accordance with the terms of the Permitted Receivables Documents (but excluding any such collections used to make payments of items included in clause (c) of the definition of Interest Expense);
provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such
Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made. 
 “Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.” 
 “Refinance” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning
correlative thereto. 
 “Register” shall have the meaning assigned to such term in Section 9.04(b)(iv). 
 “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations
thereunder or thereof. 
 “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof. 
 “Related Fund” shall mean, with respect to any Lender that is
a fund that invests in bank or commercial loans and similar extensions of credit, any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such Lender, (b) an Affiliate of
such Lender or (c) an entity (or an Affiliate of such entity) that administers, advises or manages such Lender. 
 “Related
Parties” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such person and such person’s Affiliates. 
 “Related Sections” shall have the meaning assigned to such term in Section 6.04. 
 “Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, disposing, depositing, emanating or migrating in, into, onto or through the environment. 
 “Remaining Present
Value” shall mean, as of any date with respect to any lease, the present value as of such date of the scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such
lease reasonably determined at the time such lease was entered into. 
  

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 “Repayment Percentage” at any date shall mean the aggregate principal amount of Term B
Loans that have been repaid prior to such date pursuant to Article II, expressed as a percentage of the sum of (a) the aggregate principal amount of Term B Loans that have been repaid prior to such date pursuant to Article II plus
(b) the aggregate principal amount of Term B Loans remaining outstanding as of such date, provided, that, any such repayment was made solely with the proceeds of (x) internally generated cash flow of the Borrower and its
Subsidiaries, (y) contributions to the common capital of the Borrower received in cash since the Closing Date, or (z) the issuance of unsecured Indebtedness by the Borrower or any Subsidiary Loan Party since the Closing Date. 

“Reportable Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder,
other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant
to subsection (m) or (o) of Section 414 of the Code). 
 “Required Lenders” shall mean, at any time, Lenders
having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures, and (d) Available Unused Commitments, that taken together, represent more than 50% of the sum of (w) all Loans
(other than Swingline Loans) outstanding, (x) Revolving L/C Exposures, (y) Swingline Exposures, and (z) the total Available Unused Commitments at such time. The Loans of any Defaulting Lender shall be disregarded in determining
Required Lenders at any time. 
 “Required Prepayment Date” shall have the meaning assigned to such term in
Section 2.11(f). 
 “Required Percentage” shall mean, with respect to an Applicable Period, 50%; provided, that
(a) if on the last day of such Applicable Period either (i) the Total Net Senior Secured Leverage Ratio is greater than 0.50 to 1.00 but less than or equal 1.00 to 1.00, or (ii) the Repayment Percentage is equal to or greater than 50%
but less than 75%, the Required Percentage shall be 25%, and (b) if on the last day of such Applicable Period either (i) the Total Net Senior Secured Leverage Ratio is less than or equal to 0.50 to 1.00 or (ii) the Repayment
Percentage is equal to or greater than 75%, the Required Percentage shall be 0%. 
 “Responsible Officer” of any person
shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement. 
 “Restricted Payments” shall have the meaning assigned to such term in Section 6.06. 
 “Retained Percentage” shall mean, with respect to any Applicable Period, (a) 100% minus (b) the Required Percentage
with respect to such Applicable Period. 
 “Revolving Facility” shall mean the Revolving Facility Commitments (including any
Incremental Revolving Facility Commitments) and the extensions of credit made hereunder by the Revolving Facility Lenders. 
  

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 “Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility
Loans. 
 “Revolving Facility Commitment” shall mean, with respect to each Revolving Facility Lender, the commitment of such
Revolving Facility Lender to make Revolving Facility Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04, and (c) increased as
provided under Section 2.21. The initial amount of each Lender’s Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender
shall have assumed its Revolving Facility Commitment (or Incremental Revolving Facility Commitment), as applicable. The initial aggregate amount of the Lenders’ Revolving Facility Commitments prior to any Incremental Revolving Facility
Commitments is $250.0 million. 
 “Revolving Facility Credit Exposure” shall mean, at any time, the sum of (a) the
aggregate principal amount of the Revolving Facility Loans outstanding at such time, (b) the Swingline Exposure at such time and (c) the Revolving L/C Exposure at such time. The Revolving Facility Credit Exposure of any Revolving Facility
Lender at any time shall be the product of (x) such Revolving Facility Lender’s Revolving Facility Percentage and (y) the aggregate Revolving Facility Credit Exposure of all Revolving Facility Lenders, collectively, at such time.

 “Revolving Facility Lender” shall mean a Lender (including an Incremental Revolving Facility Lender) with a Revolving
Facility Commitment or with outstanding Revolving Facility Loans. 
 “Revolving Facility Loan” shall mean a Loan made by a
Revolving Facility Lender pursuant to Section 2.01. 
 “Revolving Facility Maturity Date” shall mean May 18, 2013.

 “Revolving Facility Percentage” shall mean, with respect to any Revolving Facility Lender, the percentage of the total
Revolving Facility Commitments represented by such Lender’s Revolving Facility Commitment. If the Revolving Facility Commitments have terminated or expired, the Revolving Facility Percentages shall be determined based upon the Revolving
Facility Commitments most recently in effect, giving effect to any subsequent assignments pursuant to Section 9.04. 
 “Revolving L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time and (b) the aggregate principal amount of all L/C Disbursements that
have not yet been reimbursed at such time. The Revolving L/C Exposure of any Revolving Facility Lender at any time shall mean its Revolving Facility Percentage of the aggregate Revolving L/C Exposure at such time. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the 

  

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International Standby Practices, International Chamber of Commerce Publication No. 590, such Letter of Credit shall be deemed to be
“outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time;
provided, that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be
deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 
 “S&P” shall mean Standard & Poor’s Ratings Group, Inc. 
 “Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03. 
 “SEC” shall mean the Securities and Exchange Commission or any successor thereto. 
 “Secured Parties” shall mean the “Secured Parties” as defined in the Collateral Agreement. 
 “Securities Act” shall mean the Securities Act of 1933, as amended. 
 “Security Documents” shall mean the Mortgages, the Collateral Agreement and each of the security agreements and other instruments and
documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10. 
 “Senior Leverage Ratio
Test” shall mean (i) at any time prior to January 1, 2009, that the Total Net Senior Leverage Ratio does not exceed 4.00 to 1.00 and (ii) at any time thereafter, that the Total Net Senior Leverage Ratio does not exceed 4.25
to 1.00. 
 “Senior Net Debt” at any date shall mean (i) the aggregate principal amount of Consolidated Debt of the
Borrower and its Subsidiaries outstanding at such date, other than Indebtedness that, by its terms, is expressly subordinated in right of payment to the Obligations pursuant to written agreement, less (ii) without duplication, the Unrestricted
Cash and Permitted Investments of the Borrower and its Subsidiaries on such date. 
 “Senior Note Document” shall mean the
Senior Notes and the Senior Notes Indenture. 
 “Senior Notes” shall mean the Borrower’s floating rate senior notes due
2015, issued pursuant to the Senior Notes Indenture and any notes issued by the Borrower in exchange for, and as contemplated by, the Senior Notes and the related registration rights agreement with substantially identical terms as the Senior Notes.

 “Senior Notes Indenture” shall mean the Indenture dated as of May 18, 2007 under which the Senior Notes were issued,
among the Borrower and certain of its Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Closing Date 

  

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and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement. 

“Senior Notes Offering Memorandum” shall mean the Offering Memorandum, dated May 10, 2007, in respect of the Senior Notes.

 “Senior Secured Net Debt” at any date shall mean (i) the aggregate principal amount of Consolidated Debt of the
Borrower and its Subsidiaries outstanding at such date that consists of, without duplication, Indebtedness that in each case is then secured by first priority Liens on property or assets of the Borrower and its Subsidiaries (other than property or
assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby), less (ii) without duplication, the Unrestricted Cash and Permitted Investments of the Borrower and its Subsidiaries on such
date. 
 “Senior Secured Leverage Ratio Test” shall mean (i) at any time prior to January 1, 2009, that the Total
Net Senior Secured Leverage Ratio does not exceed 2.75 to 1.00 and (ii) at any time on or thereafter, that the Total Net Senior Secured Leverage Ratio does not exceed 3.00 to 1.00. 
 “Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of the Borrower established in connection with a
Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with Holdings, the Borrower or any of
the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event Holdings, the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law). 
 “Standby Letters of Credit” shall have the meaning provided in Section 2.05(a). 
 “Statutory Reserves” shall mean, with respect to any currency, any reserve, liquid asset or similar requirements established by any
Governmental Authority of the United States of America or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities
customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are determined. 
 “Subagent” shall have the meaning assigned to such term in Section 8.02. 
 “subsidiary”
shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business 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 more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any
determination is made, 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. 
 “Subsidiary” shall mean, unless the context otherwise requires, a subsidiary of the Borrower, provided, that (except for purposes of Sections 3.09, 3.13, 3.15, 3.16, 5.03, 5.09 and 

  

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7.01(k), and the definition of Unrestricted Subsidiary contained herein), an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of the Borrower
or any of its Subsidiaries for purposes of this Agreement. For the avoidance of doubt, the Century Joint Ventures are not Subsidiaries as of the Closing Date. 
 “Subsidiary Loan Party” shall mean (a) each Wholly Owned Domestic Subsidiary of the Borrower, whether existing on the Closing Date or formed or acquired thereafter, other than a Special Purpose
Receivables Subsidiary, and (b) each other Subsidiary of the Borrower that, in the sole discretion of the Borrower, becomes a party to the Collateral Agreement (or a comparable agreement mutually agreed, each in their sole discretion, by the
Borrower and the Administrative Agent) after the Closing Date. 
 “Subsidiary Redesignation” shall have the meaning provided
in the definition of “Unrestricted Subsidiary” contained in this Section 1.01. 
 “Successor Borrower” shall
have the meaning assigned to such term in Section 6.05(b)(i). 
 “Successor Holdings” shall have the meaning assigned
to such term in Section 6.11. 
 “Supply Contracts” means (i) the alumina purchase agreement dated
November 2, 2004 between Gramercy Alumina LLC and Century Aluminium of Kentucky LLC and (ii) the alumina purchase agreement dated November 2, 2004 between Gramercy Alumina LLC and Gramercy Alumina Holdings, Inc. 
 “Swap Agreement” shall mean 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 Holdings,
the Borrower or any of its Subsidiaries shall be a Swap Agreement. 
 “Swingline Borrowing” shall mean a Borrowing comprised
of Swingline Loans. 
 “Swingline Borrowing Request” shall mean a request by a Borrower substantially in the form of
Exhibit C-2. 
 “Swingline Commitment” shall mean, with respect to each Swingline Lender, the commitment of such
Swingline Lender to make Swingline Loans pursuant to Section 2.04. The aggregate amount of the Swingline Commitments on the Closing Date is $20.0 million. 
 “Swingline Exposure” shall mean at any time the aggregate principal amount of all outstanding Swingline Borrowings at such time. The Swingline Exposure of any Revolving 

  

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Facility Lender at any time shall mean its Revolving Facility Percentage of the aggregate Swingline Exposure at such time. 
 “Swingline Lender” shall mean Merrill Lynch in its capacity as a lender of Swingline Loans. 
 “Swingline Loans” shall mean the swingline loans made to the Borrower pursuant to Section 2.04. 
 “Syndication Agent” shall have the meaning assigned to such term in the preamble to this Agreement. 
 “Target” shall have the meaning assigned to such term in the first recital hereto. 
 “Taxes” shall mean any and all present or future taxes, levies, imposts, duties (including stamp duties), deductions, withholdings,
assessments, fees or similar charges (including ad valorem charges) imposed by any Governmental Authority and any and all interest, additions to tax and penalties related thereto. 
 “Term B Borrowing” shall mean a Borrowing comprised of Term B Loans. 
 “Term B Facility” shall mean the Term B Loan Commitments and the Term B Loans made hereunder. 
 “Term B Facility Maturity Date” shall mean May 18, 2014. 
 “Term B Loan Commitment” shall mean with respect to each Lender, the commitment of such Lender to make Term B Loans as set forth in
Section 2.01(a) or Incremental Term Loans in the form of Term B Loans as set forth in Section 2.01(c). The initial amount of each Lender’s Term B Loan Commitment is set forth on Schedule 2.01, or in the Assignment and
Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Term B Loan Commitment (or its Incremental Term Loan Commitment), as applicable. The aggregate amount of the Term B Loan Commitments on the Closing
Date is $500.0 million. 
 “Term B Loan Installment Date” shall have the meaning assigned to such term in
Section 2.10(a)(i). 
 “Term B Loans” shall mean the term loans made by the Lenders to the Borrower pursuant to
Section 2.01(a) and any Incremental Term Loans in the form of Term B Loans made by the Incremental Term Lenders to the Borrower pursuant to Section 2.01(c). 
 “Term Borrowing” shall mean any Term B Borrowing or any Incremental Term Borrowing. 
 “Term Facility” shall mean the Term Facility and/or any or all of the Incremental Term Facilities. 
  

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 “Term Facility Maturity Date” shall mean the Term B Facility Maturity Date and/or any
Incremental Term Facility Maturity Date, as the case may be. 
 “Term Loan Commitment” shall mean any Term B Loan Commitment
or any Incremental Term Loan Commitment. 
 “Term Loan Installment Date” shall mean any Term B Loan Installment Date or any
Incremental Term Loan Installment Date. 
 “Term Loans” shall mean the Term B Loans and/or the Incremental Term Loans.

 “Test Period” shall mean, on any date of determination, the period of four consecutive fiscal quarters of the Borrower
then most recently ended (taken as one accounting period). 
 “Total Net Senior Leverage Ratio” shall mean, on any date, the
ratio of (a) Senior Net Debt outstanding as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP;
provided, that, EBITDA shall be determined for the relevant Test Period on a Pro Forma Basis. 
 “Total Net Senior Secured Leverage
Ratio” shall mean, on any date, the ratio of (a) Senior Secured Net Debt as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a
consolidated basis in accordance with GAAP; provided, that, EBITDA shall be determined for the relevant Test Period on a Pro Forma Basis 
 “Trade Letters of Credit” shall have the meaning provided in Section 2.05(a). 
 “Transaction
Documents” shall mean the Acquisition Documents, the Senior Note Documents and the Loan Documents. 
 “Transaction
Expenses” shall mean any fees or expenses incurred or paid by the Funds, Holdings, the Borrower (or any direct or indirect parent of the Borrower) or any of its Subsidiaries in connection with the Transactions, this Agreement and the other
Loan Documents (including expenses in connection with Swap Agreements) and the transactions contemplated hereby and thereby. 
 “Transactions” shall mean, collectively, the transactions to occur pursuant to the Transaction Documents, including (a) the consummation of the Acquisition; (b) the execution and delivery of the Loan Documents,
the creation of the Liens pursuant to the Security Documents, and the initial borrowings hereunder; (c) the Equity Financing; (d) the sale and issuance of the Senior Notes ; (e) the refinancing (or discharge) of Indebtedness of the
Target; and (f) the payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection with the foregoing. 
 “Type” shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is 

  

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determined. For purposes hereof, the term “Rate” shall include the Adjusted LIBO Rate and the ABR. 
 “Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the
current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Plan pursuant to Section 412 of the Code for the applicable plan year. 
 “Uniform Commercial Code or UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New
York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 
 “Unrestricted Cash” shall mean domestic cash or cash equivalents of the Borrower or any of its Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the
Borrower or any of its Subsidiaries. 
 “Unrestricted Subsidiary” shall mean (i) any subsidiary of the Borrower
identified on Schedule 1.01(f) and (ii) any subsidiary of the Borrower that is acquired or created after the Closing Date and designated by the Borrower as an Unrestricted Subsidiary hereunder by written notice to the Administrative
Agent; provided, that the Borrower shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date and so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom,
(b) immediately after giving effect to such designation (as well as all other such designations theretofore consummated after the first day of such Reference Period), the Borrower shall be in Pro Forma Compliance, (c) such Unrestricted
Subsidiary shall be capitalized (to the extent capitalized by the Borrower or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04(j), and any prior or concurrent Investments in such Subsidiary by
the Borrower or any of its Subsidiaries shall be deemed to have been made under Section 6.04(j), (d) without duplication of clause (c) above, any assets owned by such Unrestricted Subsidiary at the time of the initial designation
thereof shall be treated as Investments pursuant to Section 6.04(j), and (e) such Subsidiary shall have been designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants and defaults) under the Senior
Notes Indenture, any other Indebtedness permitted to be incurred hereby and all Permitted Refinancing Indebtedness in respect of any of the foregoing and all Disqualified Stock. The Borrower may designate any Unrestricted Subsidiary to be a
Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that (i) such Unrestricted Subsidiary, both before and after giving effect to such designation, shall be a Wholly Owned Subsidiary
of the Borrower, (ii) no Default or Event of Default has occurred and is continuing or would result therefrom, (iii) immediately after giving effect to such Subsidiary Redesignation (as well as all other Subsidiary Redesignations
theretofore consummated after the first day of such Reference Period), the Borrower shall be in Pro Forma Compliance, and (iv) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible
Officer of the Borrower, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and containing the calculations and information required by the preceding
clause (ii). 
  

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 “U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any
similar federal or state law for the relief of debtors. 
 “Waivable Mandatory Prepayment” shall have the meaning assigned
to such term in Section 2.11(f). 
 “Wholly Owned Domestic Subsidiary” of any person shall mean a subsidiary of such
person that is both a Domestic Subsidiary and a Wholly Owned Subsidiary. 
 “Wholly Owned Foreign Subsidiary” of any person
shall mean a subsidiary of such person that is both a Foreign Subsidiary and a Wholly Owned Subsidiary. 
 “Wholly Owned
Subsidiary” of any person shall mean a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such
person or another Wholly Owned Subsidiary of such person. 
 “Withdrawal Liability” shall mean liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 “Working Capital” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current
Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a
result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting. 
 SECTION 1.02. Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both 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.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time in accordance with the
requirements hereof and thereof. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Borrower
notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if
the Administrative Agent notifies the Borrower 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 
  

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 immediately before such change shall have become effective until such notice shall have been withdrawn or such provision
amended in accordance herewith. 
 SECTION 1.03. Effectuation of Transactions. Each of the representations and warranties of Holdings
and the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires. 
 ARTICLE II 
 The Credits 
 SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein: 
 (a)
each Lender having a Term B Loan Commitment on the Closing Date agrees to make Term B Loans to the Borrower on the Closing Date in a principal amount not to exceed its Term B Loan Commitment; 
 (b) each Revolving Facility Lender agrees to make Revolving Facility Loans to the Borrower from time to time during the Availability
Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure exceeding such Lender’s Revolving Facility Commitment or (ii) the Revolving Facility Credit Exposure exceeding
the total Revolving Facility Commitments; provided, that the aggregate principal amount of Revolving Facility Loans made on the Closing Date shall not exceed $20.0 million. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Revolving Facility Loans; and 
 (c) each Lender having an
Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental
Term Loan Commitment. 
 (d) Amounts borrowed under Section 2.01(a) or (c) and repaid or prepaid may not be
reborrowed. 
 SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans under
the same Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility (or, in the case of Swingline Loans, in accordance with their respective Swingline Commitments);
provided, however, that Revolving Facility Loans shall be made by the Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Percentages on the date such Loans are made hereunder. 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. 
  

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 (b) Subject to Section 2.14, each Borrowing (other than a Swingline Borrowing) shall be comprised
entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Borrowing shall be an ABR Borrowing. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall
not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise. 
 (c) At the commencement of each Interest Period for any Eurocurrency Revolving Facility Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Revolving Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing
Multiple and not less than the Borrowing Minimum; provided, that an ABR Revolving Facility Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Revolving Facility Commitments or that is required to finance
the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than
one Type and under more than one Facility may be outstanding at the same time; provided, that there shall not at any time be more than a total of (i) 5 Eurocurrency Borrowings outstanding under the Term Facility and (ii) 10
Eurocurrency Borrowings outstanding under the Revolving Facility. 
 (d) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Facility Maturity Date or the applicable Term Facility Maturity Date, as
applicable. 
 SECTION 2.03. Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an
ABR Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing; provided, that any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as
contemplated by Section 2.05(e) may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy
to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with
Section 2.02: 
 (i) whether such Borrowing is to be a Borrowing of Revolving Facility Loans, Other Revolving Loans, Term
B Loans or Other Term Loans; 
  

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 (ii) the aggregate 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 Eurocurrency Borrowing; 
 (v) in the case of a Eurocurrency 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 Borrower’s account to
which funds are to be disbursed. 
 If no election as to the Type of Revolving Facility Borrowing is specified, then the requested Revolving Facility
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the 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. 
 SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline
Commitment or (ii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline
Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. 
 (b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy), not later than
1:00 p.m., Local Time, on the day of a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day) and (ii) the amount of the
requested Swingline Borrowing. The Swingline Lender shall consult with the Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline
Loan. The Swingline Lender shall make each Swingline Loan in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Borrower (or, in the case
of a Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). 
 (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day require the Revolving Facility 

  

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Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the
aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Facility Lender, specifying in such
notice such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, promptly upon receipt of notice as provided above, to pay to the
Administrative Agent for the account of the Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective 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 Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 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 Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to
this paragraph (c), 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 the Borrower (or other party on behalf of
the 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 Facility 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 the Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. 
 SECTION 2.05. Letters of
Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of (x) trade letters of credit and bank guarantees in support of trade obligations of the Borrower and its
Subsidiaries incurred in the ordinary course of business (such letters of credit and bank guarantees issued for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit and bank guarantees issued for any
other lawful purposes of the Borrower and its Subsidiaries (such letters of credit and bank guarantees issued for such purposes, “Standby Letters of Credit”) for its own account (or for the account of a Subsidiary, if reasonably
acceptable to the Issuing Bank and the Borrower and such Subsidiary are co-applicants) in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Availability Period and prior to the date that is
five Business Days prior to the Revolving Facility Maturity Date. 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 or bank guarantee application or
other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of 

  

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Credit, the terms and conditions of this Agreement shall control. Unless otherwise expressly agreed by the Issuing Bank and the Borrower, when a Letter of
Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the International Standby Practices, International Chamber of Commerce Publication No. 590 shall apply to each Standby Letter of
Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, 1993 Revision, International Chamber of Commerce Publication No. 500 as most recently published by the International Chamber of Commerce at the time of
issuance, shall apply to each commercial Letter of Credit. “Letters of Credit” shall include Trade Letters of Credit and Standby Letters of Credit. 
 (b) Notice of Issuance, Amendment, Renewal, Extension: Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with
paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable
Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole
discretion may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment 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 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof, whether such letter of credit or bank guarantee
constitutes a Standby Letter of Credit or a Trade Letter of Credit, and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a
letter of credit or bank guarantee 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 or extended only if (and upon issuance, amendment or
extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the Revolving L/C Exposure shall not exceed the Letter of Credit Sublimit,
(ii) the Revolving Facility Credit Exposure shall not exceed the total Revolving Facility Commitments and (iii) all conditions precedent in Section 4.01 have been satisfied (or waived by the Revolving Facility Lenders with Revolving
Facility Credit Exposure representing greater than 50% of the total Revolving Facility Credit Exposure). 
 (c) Expiration Date. Each
Standby Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Administrative Agent and the Issuing Bank in their sole discretion) after the date of the
issuance of such Standby Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Administrative Agent and the Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the
date that is five Business Days prior to the Revolving Facility Maturity Date; provided, that any Standby Letter of Credit with one year tenor may provide for automatic extension thereof for additional one year periods (which, in no event,
shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Standby Letter of Credit permits the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date
of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof within a time period during such twelve- 

  

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month period to be agreed upon at the time such Standby Letter of Credit is issued; provided, further, that if the Issuing Bank and the
Administrative Agent each consent in their sole discretion, the expiration date on any Standby Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Standby Letter of Credit is
outstanding or the expiration date is extended to a date after the date that is 30 days prior to the Revolving Facility Maturity Date the Borrower shall provide cash collateral pursuant to documentation reasonably satisfactory to the Administrative
Agent and the relevant Issuing Bank in an amount equal to 105% of the face amount of each such Standby Letter of Credit or provide back-to-back letters of credit, in form and substance and from an issuing bank reasonably satisfactory to the relevant
Issuing Bank, on or prior to the date that is 30 days prior to the Revolving Facility Maturity Date. Each Trade Letter of Credit shall expire not later than (x) 180 days after such Trade Letter of Credit’s date of issuance, or, if earlier,
(y) the date five Business Days prior to the Revolving Facility Maturity Date. 
 (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 Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility
Lender, and each Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Revolving Facility Percentage of the aggregate amount available to be drawn
under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in
Dollars, such Revolving Facility Lender’s Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) below of this Section 2.05, or
of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Facility 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
the applicable Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount in Dollars equal to such L/C Disbursement not later than
2:00 p.m., Local Time, on the next Business Day after the Borrower receives notice under paragraph (g) of this Section 2.05 of such L/C Disbursement, together with accrued interest thereon from the date of such L/C Disbursement at the rate
applicable to ABR Loans; provided, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Facility Borrowing or
a Swingline Borrowing, as applicable, in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Facility Borrowing or Swingline
Borrowing. If the Borrower fails to reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable Issuing Bank and each other Revolving Facility Lender of the applicable L/C Disbursement, the payment
then due from the 

  

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Borrower in respect thereof and, in the case of a Revolving Facility Lender, such Lender’s Revolving Facility Percentage thereof. Promptly following
receipt of such notice, each Revolving Facility Lender shall pay to the Administrative Agent in Dollars its Revolving Facility Percentage of the payment then due from the Borrower in the same manner as provided in Section 2.06 with respect to
Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts
so received by it from the Revolving Facility Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable
Issuing Bank or, to the extent that Revolving Facility Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving
Facility Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such L/C Disbursement. 
 (f) Obligations Absolute. The obligation of the Borrower to
reimburse L/C Disbursements as provided in paragraph (e) of this Section 2.05 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, 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 the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not
strictly 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, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, 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 such Issuing Bank, or any of the circumstances referred to in clauses (i), (ii) or (iii) of the first sentence; provided, that the foregoing shall not be
construed to excuse the applicable Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are determined by a final and binding decision of a court of competent jurisdiction to have been caused by such Issuing Bank’s gross negligence or willful misconduct 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 the applicable Issuing Bank, such Issuing Bank
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without 

  

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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 Borrower by telephone (confirmed by telecopy) of any such demand for payment and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided, that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Facility Lenders with respect to any such L/C Disbursement. 
 (h) Interim Interest. If an Issuing Bank shall make any L/C Disbursement, then, unless the Borrower shall reimburse such L/C Disbursement in full
on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C Disbursement, at the
rate per annum then applicable to ABR Revolving Loans; provided, that, if such L/C Disbursement is not reimbursed by the Borrower when due pursuant to paragraph (e) of this Section 2.05, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Facility Lender pursuant to paragraph (e) of this Section to
reimburse such Issuing Bank shall be for the account of such Revolving Facility Lender to the extent of such payment. 
 (i) Replacement
of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any
such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12. 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 such Issuing Bank under this Agreement with respect to Letters of Credit 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
(i) in the case of an Event of Default described in Section 7.01(h) or (i), on the Business Day or (ii) in the case of any other Event of Default, on the third Business Day, in each case, following the date on which the Borrower
receives notice from the Administrative Agent 

  

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(or, if the maturity of the Loans has been accelerated, Revolving Facility Lenders with Revolving L/C Exposure representing greater than 50% of the total
Revolving L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an
amount in cash equal to the Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided, that upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or
(i) of Section 7.01, 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. Each such deposit pursuant to
this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. 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 (i) for so long as an Event of Default shall be
continuing, the Administrative Agent and (ii) at any other time, the Borrower, in each case, in Permitted Investments and at the risk and expense of the Borrower, 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 each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Facility Lenders
with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), shall be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is 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 Borrower within three Business Days after all Events of Default have been cured or waived. 
 (k) Additional Issuing Banks. From time to time, the Borrower may by notice to the Administrative Agent designate any Revolving Facility Lender
(in addition to Citibank, N.A.) reasonably acceptable to the Administrative Agent and which agrees (in its sole discretion) to act in such capacity as an Issuing Bank. Each such additional Issuing Bank shall execute a counterpart or joinder to this
Agreement in such capacity and shall thereafter be an Issuing Bank hereunder for all purposes. 
 (l) Reporting. Unless otherwise
requested by the Administrative Agent, each Issuing Bank shall (i) provide to the Administrative Agent copies of any notice received from the Borrower pursuant to Section 2.05(b) no later than the next Business Day after receipt thereof
and (ii) report in writing to the Administrative Agent (A) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or extend any Letter of Credit, the date of such issuance, amendment or extension, and the
aggregate face amount of the Letters of Credit to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred (and whether the amount thereof changed), and the Issuing Bank shall be
permitted to issue, amend or extend such Letter of Credit if the Administrative Agent shall not have advised the Issuing Bank that such issuance, amendment or extension would not be in conformity with the requirements of this Agreement, (B) on
each Business Day 

  

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on which such Issuing Bank makes any L/C Disbursement, the date of such L/C Disbursement and the amount of such L/C Disbursement and (C) on any other
Business Day, such other information as the Administrative Agent shall reasonably request, including but not limited to prompt verification of such information as may be requested by the Administrative Agent. 
 SECTION 2.06. 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 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided, that Swingline Loans shall be made as provided
in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower as specified in the Borrowing Request; provided, that
ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement of a L/C Disbursement and reimbursements as provided in Section 2.05(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 2.06 and
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans at such time. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing. In the event the Borrower pays such amount to the Administrative Agent, then such amount shall reduce the principal amount of such Borrowing (but exclusive of any accrued and unpaid interest thereon).

 SECTION 2.07. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and,
in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The 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
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 (b) To make an election pursuant to this Section, the 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 the 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 telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed
by the Borrower. 
 (c) Each telephonic and written Interest Election Request shall be irrevocable and shall specify the following
information in compliance with Section 2.02: 
 (i) 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 Eurocurrency
Borrowing; and 
 (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto
after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” 
 If any such Interest
Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the 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 to which such Interest Election Request
relates of the details thereof and of such Lender’s portion of each resulting Borrowing. 
 (e) If the Borrower fails to deliver a
timely Interest Election Request with respect to a Eurocurrency 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 written request (including a request through electronic means) of the
Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing
shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 
  

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 SECTION 2.08. Termination and Reduction of Commitments. (a) Unless previously terminated, the
Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. 
 (b) The Borrower may at any time terminate, or
from time to time reduce, the Revolving Facility Commitments; provided, that (i) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million (or,
if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in
accordance with Section 2.11, the Revolving Facility Credit Exposure would exceed the total Revolving Facility Commitments. 
 (c) The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least three 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 applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to
this Section shall be irrevocable; provided, that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which
case such notice may be revoked by the Borrower (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 2.09.
Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then unpaid principal amount of each Revolving
Facility Loan to the Borrower on the Revolving Facility Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and
(iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Revolving Facility Maturity Date. 
 (b)
Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder. 
 (c) The Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Facility and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to
each Lender hereunder and (iii) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 
  

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 (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section 2.09 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 obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. 
 (e) Any Lender may
request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the 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) in a form approved by the Administrative Agent and reasonably acceptable to the Borrower. 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 such promissory note is a registered note, to such payee and its
registered assigns). 
 SECTION 2.10. Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other paragraphs
of this Section, 
 (i) the Borrower shall repay Term B Borrowings on each date set forth below in the aggregate principal
amount set forth opposite such date (each such date being referred to as a “Term B Loan Installment Date”) (if any such date is not a Business Day, then the applicable Term B Loan Installment Date shall be deemed to be the
immediately preceding Business Day): 
  

				
	 Date
	  	Amount of Term B Borrowings
to Be Repaid
	 September 30, 2007
	  	$	1,250,000
	 December 31, 2007
	  	$	1,250,000
	 March 31, 2008
	  	$	1,250,000
	 June 30, 2008
	  	$	1,250,000
	 September 30, 2008
	  	$	1,250,000
	 December 31, 2008
	  	$	1,250,000
	 March 31, 2009
	  	$	1,250,000
	 June 30, 2009
	  	$	1,250,000
	 September 30, 2009
	  	$	1,250,000
	 December 31, 2009
	  	$	1,250,000
	 March 31, 2010
	  	$	1,250,000
	 June 30, 2010
	  	$	1,250,000
	 September 30, 2010
	  	$	1,250,000
	 December 31, 2010
	  	$	1,250,000
	 March 31, 2011
	  	$	1,250,000
	 June 30, 2011
	  	$	1,250,000
	 September 30, 2011
	  	$	1,250,000
	 December 31, 2011
	  	$	1,250,000
	 March 31, 2012
	  	$	1,250,000
	 June 30, 2012
	  	$	1,250,000

  

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	 Date
	  	Amount of Term B Borrowings
to Be Repaid
	 September 30, 2012
	  	$	1,250,000
	 December 31, 2012
	  	$	1,250,000
	 March 31, 2013
	  	$	1,250,000
	 June 30, 2013
	  	$	1,250,000
	 September 30, 2013
	  	$	1,250,000
	 December 31, 2013
	  	$	1,250,000
	 March 31, 2014
	  	$	1,250,000
		
	 Term B Facility Maturity Date
	  	$	466,250,000 or remainder

 (ii) in the event that any Incremental Term Loans are made on an Increased Amount
Date, the Borrower shall repay such Incremental Term Loans on the dates and in the amounts set forth in the Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and

 (iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility
Maturity Date. 
 (b) To the extent not previously paid, outstanding Revolving Facility Loans shall be due and payable on the Revolving
Facility Maturity Date. 
 (c) Prepayment of the Term Loans from: 
 (i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be applied to the Term
Loans pro rata among the Term Facilities, with the application thereof reducing in direct order the remaining installments thereof in forward order of maturity. 
 (ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied as the Borrower may direct. 

(d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such
prepayment is allocated among the Term B Loans and Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B Loans and Other Term Loans, if any (unless, with respect to Other Term Loans, the Incremental
Assumption Agreement relating thereto does not so require) irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that if no Lenders exercise the right to waive a given mandatory prepayment of the
Term Loans pursuant to Section 2.11(f), then, with respect to such mandatory prepayment, prior to the repayment of any Term Loan, the Borrower may select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by
telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, one Business Day before the scheduled date of such repayment and (ii) in the case of a Eurocurrency Borrowing,
three Business Days before the scheduled date of such repayment. Prior to any 

  

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repayment of any Revolving Facility Loans, the Borrower shall select the Borrowing or Borrowings under the Revolving Facility to be repaid and shall notify
the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, (i) in the case of an ABR Borrowing, one Business Day before the scheduled date of such repayment and (ii) in the case of
a Eurocurrency Borrowing, three Business Days before the scheduled date of such repayment. Each repayment of a Borrowing (x) in the case of the Revolving Facility, shall be applied to the Revolving Facility Loans included in the repaid
Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders at the time of such repayment) and (y) in all other
cases, shall be applied ratably to the Loans included in the repaid Borrowing. Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of a Swingline Loan hereunder, the Borrower shall select the
Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 1:00 p.m., Local Time, on the scheduled date of such repayment. Repayments of Eurocurrency
Borrowings shall be accompanied by accrued interest on the amount repaid. 
 SECTION 2.11. Prepayment of Loans. (a) The Borrower
shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty (but subject to Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and
not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(d), which notice shall be irrevocable except to the extent conditioned on a refinancing of all or any portion of
the Facilities. 
 (b) The Borrower shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans in accordance with
paragraphs (c) and (d) of Section 2.10. Notwithstanding the foregoing, the Borrower may retain Net Proceeds pursuant to clause (a) of the definition thereof, provided, that either (i) the Total Net Senior Secured Leverage
Ratio on the last day of the Borrower’s then most recently completed fiscal quarter for which financial statements are available shall be less than or equal to 0.75 to 1.00 or (ii) the Repayment Percentage is equal to or greater than 75%.

 (c) Not later than (i) 105 days after the end of the first Excess Cash Flow Period and (ii) 95 days after the end of each
subsequent Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and shall apply an amount equal to (x) the Required Percentage of such Excess Cash Flow, minus (y) the sum of
(A) the amount of any voluntary prepayments during such Excess Cash Flow Period of Term Loans and (B) the amount of any permanent voluntary reductions during such Excess Cash Flow Period of Revolving Facility Commitments to the extent that
an equal amount of Revolving Facility Loans was simultaneously repaid, to prepay Term Loans in accordance with paragraphs (c) and (d) of Section 2.10. Not later than the date on which the Borrower is required to deliver financial
statements with respect to the end of each Excess Cash Flow Period under Section 5.04(a), the Borrower will deliver to the Administrative Agent a certificate signed by a Financial Officer of the Borrower setting forth the amount, if any, of
Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail. 
  

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 (d) In the event and on such occasion that the total Revolving Facility Credit Exposure exceeds the total
Revolving Facility Commitments, the Borrower shall prepay Revolving Facility Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to
Section 2.05(j)) in an aggregate amount equal to such excess. 
 (e) In the event and on such occasion as the Revolving L/C Exposure
exceeds the Letter of Credit Sublimit, the Borrower shall deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j) in an amount equal to such excess. 
 (f) Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a
“Waivable Mandatory Prepayment”) of the Term Loans, not less than three Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower elects (or is otherwise required) to make such Waivable
Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s
pro rata share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to the Administrative Agent of its election to do so on or before the second
Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date
shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied
(i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option (each, a “Declining Lender”), to prepay the Term Loans of such Declining Lenders
(which prepayment shall be applied to the scheduled Installments of principal of the Term Loans in accordance with Section 2.10(c)), and (ii) in an amount equal to that portion of the Waivable Mandatory Prepayment otherwise payable to
those Lenders that have elected to exercise such option, to the Borrower. 
 SECTION 2.12. Fees. (a) The Borrower agrees to pay
to each Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last Business Day of March, June, September and December in each year, and ten Business Days after the date on which the Revolving
Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the daily amount of the Available Unused Commitment of such Lender during the preceding quarter (or other
period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the
actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be
zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein. 
  

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 (b) The Borrower from time to time agrees to pay (i) to each Revolving Facility Lender (other than
any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the
Lenders shall be terminated as provided herein, a fee (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to
unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments shall be terminated) at the
rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) three Business Days after the last Business Day of
March, June, September and December of each year and three Business Days after the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fronting fee in respect of each Letter of Credit issued
by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the daily stated amount of such
Letter of Credit (or, in the case of a Bank Guarantee, such other fee as agreed to between the Borrower and the applicable Issuing Bank), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C
Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis
shall be computed on the basis of the actual number of days elapsed in a year of 360 days. 
 (c) The Borrower agrees to pay to the
Administrative Agent, for the account of the Administrative Agent, the agency fees set forth in the Fee Letter, as amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative
Agent Fees”). 
 (d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for
distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall 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 ABR plus the
Applicable Margin. 
 (b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest
Period in effect for such Borrowing plus the Applicable Margin. 
 (c) Notwithstanding the foregoing, if any principal of or interest on any
Loan or any Fees or other amount payable by the 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, 2.0% 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, 2.0% plus the rate applicable
to 

  

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ABR Loans as provided in paragraph (a) of this Section; provided, that this paragraph (c) shall not apply to any Event of Default that has
been waived by the Lenders pursuant to Section 9.08. 
 (d) Accrued interest on each Loan shall be payable in arrears (i) on each
Interest Payment Date for such Loan, (ii) in the case of Revolving Facility Loans, upon termination of the Revolving Facility Commitments and (iii) in the case of the Term Loans, on the applicable Term Facility Maturity Date;
provided, that (i) interest accrued pursuant to paragraph (c) of this Section 2.13 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
or Swingline Loans 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
Eurocurrency 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 ABR at times when the ABR 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 ABR, 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 Eurocurrency Borrowing: 
 (a) the Administrative
Agent determines (which determination shall be conclusive 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 or the Majority Lenders under the Revolving Facility 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 Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the 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 Eurocurrency Borrowing denominated in such currency shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing, and (ii) if any Borrowing
Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. 
  

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 SECTION 2.15. Increased Costs. (a) If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank; or 
 (ii) impose on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank
hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional
costs incurred or reduction suffered. 
 (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements
has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans
made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such 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), then from time to time the Borrower shall pay to such Lender or such Issuing Bank, as applicable, 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. 
 (c) A certificate of a Lender or an Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof. 
 (d) Promptly after any Lender or any Issuing Bank has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender or Issuing Bank shall notify the Borrower
thereof. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided, that
the Borrower 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 

  

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Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or
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. 
 (e) The foregoing provisions of this Section 2.15 shall not apply with respect
to Taxes, which shall instead be governed by Section 2.17. 
 SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the
Interest Period applicable thereto (including as a result of Section 2.20), (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the
assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender (it being understood that the deemed amount shall not
exceed the actual amount) 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,
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 a Eurocurrency Loan, 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 Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 
 SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or
withholding for or on account of any Indemnified Taxes or Other Taxes; provided, that if a Loan Party shall be required by applicable law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or any Issuing Bank, as applicable, receives an amount equal
to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance
with applicable law. 
 (b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law. 
  

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 (c) Without duplication of any additional amounts paid under Section 2.17(a), each Loan Party shall
indemnify the Administrative Agent, each Lender and each Issuing Bank, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing
Bank, as applicable, on or with respect to any payment by or on account of any obligation of any Loan Party hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to such Loan Party by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf, on behalf of another Agent or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.

 (d) As soon as reasonably practicable after any payment of Indemnified Taxes or Other Taxes by a Loan Party to a Governmental Authority,
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. 
 (e) Each Foreign Lender shall deliver to the Borrower and the Administrative Agent on
the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two original copies of whichever of the following is applicable:
(i) duly completed copies of Internal Revenue Service Form W-8BEN (or any subsequent versions thereof or successors thereto), claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,
(ii) duly completed copies of Internal Revenue Service Form W-8ECI (or any subsequent versions thereof or successors thereto), (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
section 871(h) or 881(c) of the Code, (x) a certificate to the effect that, for United States federal income tax purposes, such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code,
(B) a “10 percent shareholder” of the Borrower within the meaning of section 871(h)(3) or 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and
that, accordingly such Foreign Lender qualifies for such exemption and (y) duly completed copies of Internal Revenue Service Form W-8BEN (or any subsequent versions thereof or successors thereto), (iv) duly completed copies of Internal
Revenue Service Form W-8IMY, together with forms and certificates described in clauses (i) through (iii) above (and additional Form W-8IMYs) and other attachments as may be required or (v) any other form prescribed by applicable law
as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding
or deduction required to be made. Each Foreign Lender shall promptly provide such forms upon becoming aware of the obsolescence, expiration or invalidity of any form previously delivered by such Foreign Lender and shall promptly notify the Borrower
at any time it determines that it is no longer in position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the United States of America or other taxing authorities for this purpose). In
addition, each Lender (other than a Foreign Lender) shall deliver to the Borrower and the Administrative Agent two copies of 

  

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Internal Revenue Service Form W-9 (or any subsequent versions thereof or successors thereto) on or before the date such Lender becomes a party (and from time
to time thereafter upon the reasonable request of the Borrower or the Administrative Agent). Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that such Lender is not
legally able to deliver. 
 (f) If the Administrative Agent, any Lender or the Issuing Bank receives a refund of any Indemnified Taxes or
Other Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional amounts pursuant to this Section 2.17, it shall pay an amount equal to such refund to such Loan Party (but only to the
extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such
Lender or the Issuing Bank, as the case may be, (including any Taxes imposed with respect to such refund) as is determined by the Administrative Agent, such Lender or the Issuing Bank, as applicable, in good faith and in its sole discretion, and
without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that such Loan Party, upon the request of the Administrative Agent, such Lender or the Issuing Bank, agrees to repay
as soon as reasonably practicable the amount paid to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the Issuing Bank in the event the
Administrative Agent, such Lender or the Issuing Bank is required to repay such refund to such Governmental Authority. This Section 2.17(f) shall not be construed to require the Administrative Agent, any Lender or the Issuing Bank to make
available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Parties or any other person. 
 SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of L/C Disbursements, or of amounts payable under Section 2.15, 2.16, or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately available funds, without condition or deduction for any defense,
recoupment, 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 to the applicable account designated to the Borrower by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 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. All payments under the Loan Documents shall be made in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be
deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such 

  

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payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such
payment. 
 (b) If at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully
all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrower hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, towards payment of principal Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, and (iii) third, towards payment of principal then due from the Borrower hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties. 
 (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans, Revolving Facility Loans or participations in L/C Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans
of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans, Revolving Facility
Loans and participations in L/C 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 (c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the
Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph (c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation. 
 (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders or the applicable Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as applicable, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or
the applicable Issuing 

  

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Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or 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. 
 (e) If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e),
 2.06(b) or 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
 SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.17, 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 reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as
applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b) If any Lender requests compensation
under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or is a Defaulting Lender, then the Borrower 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 and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Bank), which consent shall not unreasonably be
withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C 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 Borrower (in the case of all other amounts), (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, and (iv) such assignment does not conflict with applicable law.
Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender. 
  

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 (c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a
proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the
Borrower shall have the right (unless such Non-Consenting Lender grants such consent) at its or the potential assignee’s sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) to
replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless, in the case of an
assignment of Term Loans, such assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and the Issuing Bank);
provided, that: (a) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued Fees and any amounts under Sections 2.15, 2.16 and 2.17) being replaced shall be paid in full to such Non-Consenting Lender
concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or
consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrower,
Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided, that if such Non-Consenting Lender does not comply with Section 9.04 within three Business Days after
Borrower’s request, compliance with Section 9.04 shall not be required to effect such assignment. 
 SECTION 2.20.
Illegality. If any Lender reasonably determines that any change in law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable lending office to make
or maintain any Eurocurrency Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency
Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), either convert all Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency
Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 
 SECTION 2.21. Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, request
Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed the Incremental Amount from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may
include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that each Incremental Revolving Facility Lender shall be
subject to the approval of the Administrative Agent and the Issuing Bank 

  

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(neither of which approvals shall be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Lender, an Affiliate of a Lender or an
Approved Fund. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5.0 million and a minimum amount of
$25.0 million or equal to the remaining Incremental Amount), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount
Date”), (iii) in the case of Incremental Revolving Facility Commitments, whether such Incremental Revolving Facility Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing and/or
amortization terms different from the Revolving Facility Loans (“Other Revolving Loans”), and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term Loan Commitments
or commitments to make term loans with pricing and/or amortization terms different from the Term B Loans (“Other Term Loans”). 
 (b) The Borrower and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative
Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement
shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Facility Commitments; provided, that (i) the Other Term Loans shall rank pari passu or junior in right of payment and of security with the Term
B Loans and, except as to pricing, amortization and final maturity date, shall have (x) the same terms as the Term Loans, as applicable, or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the
final maturity date of any Other Term Loans shall be no earlier than the Term B Facility Maturity Date, (iii) the weighted average life to maturity of any Other Term Loans shall be no shorter than the remaining weighted average life to maturity
of the Term B Loans, and (iv) the Other Revolving Loans shall rank pari passu or junior in right of payment and of security with the Revolving Loans and except as to pricing, amortization and final maturity date, shall have (x) the same
terms as the Revolving Facility Loans, as applicable, or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption
Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced thereby as provided
for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. 
 (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this
Section 2.21 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect
dated such date and executed by a Responsible Officer of the Borrower, (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the
relevant Incremental 

  

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Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date under Section 4.02 and
such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans and/or
Revolving Facility Loans in respect of Incremental Revolving Facility Commitments are secured by the Collateral ratably with (or, to the extent agreed by the applicable Incremental Term Lenders or Incremental Revolving Facility Lenders in the
applicable Incremental Assumption Agreement, junior to) the existing Term B Loans and Revolving Facility Loans, (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iv) the Total Net
Senior Secured Leverage Ratio on a Pro Forma Basis shall not be greater than 3.00 to 1.00 after giving effect to such Incremental Term Loan Commitment and/or Incremental Revolving Facility Commitments and the Loans to be made thereunder and the
application of the proceeds therefrom as if made and applied on such date. 
 (d) Each of the parties hereto hereby agrees that the
Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans) in the form of additional Term B Loans, when originally made, are included in each
Borrowing of outstanding Term B Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Other Revolving Loans), when originally made, are included in each Borrowing
of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing.

 ARTICLE III 
 Representations
and Warranties 
 On the date of each Credit Event as provided in Section 4.01, the Borrower represents and warrants to each of the
Lenders that: 
 SECTION 3.01. Organization; Powers. Except as set forth on Schedule 3.01, each of Holdings, the Borrower
and each of the Material Subsidiaries (a) is a partnership, limited liability company or corporation duly organized, validly existing and in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws
of any jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted,
(c) is qualified to do business in each jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to have a Material Adverse Effect, and (d) has the power and authority to
execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow and otherwise obtain credit
hereunder. 
 SECTION 3.02. Authorization. The execution, delivery and performance by Holdings, the Borrower and each of the
Subsidiary Loan Parties of each of the Loan Documents to which it is a party, and the borrowings hereunder and the transactions forming a part of the 

  

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Transactions (a) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by
Holdings, the Borrower and such Subsidiary Loan Parties and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents (including
any partnership, limited liability company or operating agreements) or by-laws of Holdings, the Borrower or any such Subsidiary Loan Party, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or
(C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which Holdings, the Borrower or any such Subsidiary Loan Party is a party or by which any of them or any of their property is
or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation
(including any payment) or to a loss of a material benefit under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i)
or (ii) of this Section 3.02(b), would reasonably be expected to have, individually or in the aggregate a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or
assets now owned or hereafter acquired by Holdings, the Borrower or any such Subsidiary Loan Party, other than the Liens created by the Loan Documents and Permitted Liens. 
 SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other
Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to
(i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. 
 SECTION 3.04.
Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, the perfection or maintenance of the Liens
created under the Security Documents or the exercise by any Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral, except for (a) the filing of Uniform Commercial Code financing statements and
equivalent filings, registrations or other notifications in foreign jurisdictions, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign jurisdictions and
equivalent filings in foreign jurisdictions, (c) recordation of the Mortgages, (d) such as have been made or obtained and are in full force and effect, (e) such actions, consents and approvals the failure of which to be obtained or
made would not reasonably be expected to have a Material Adverse Effect and (f) filings or other actions listed on Schedule 3.04. 
 SECTION 3.05. Financial Statements. (a) The unaudited pro forma consolidated financial information (the “Pro Forma Financial Information”) and pro forma adjusted EBITDA (the “Pro Forma Adjusted
EBITDA”), for the fiscal year ending December 31, 2006, copies of which have heretofore been furnished to each Lender (via inclusion in the Information Memorandum), have been prepared giving effect (as if such events had occurred on
such date) to 

  

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the Transactions. The Pro Forma Financial Information and the Pro Forma Adjusted EBITDA have been prepared in good faith based on assumptions believed by the
Borrower to have been reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain items and that the actual amount of such items on the Closing Date is subject to change), and
presents fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2006, assuming that the Transactions had actually occurred at such date, and
certain results of operations of Borrower and its consolidated subsidiaries for the twelve-month period ended December 31, 2006, assuming that the Transactions had actually occurred on the first day of such twelve-month period. 
 (b) The audited combined balance sheets of the Target as at the end of the 2004, 2005 and 2006 fiscal years, and the related audited combined statements
of income, stockholders’ equity, and cash flows for such fiscal years, reported on by and accompanied by a report from Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material
respects the combined financial position of the Target as at such date and the combined results of operations, stockholders’ equity, and cash flows of the Target for the years then ended. 
 SECTION 3.06. No Material Adverse Effect. Since December 31, 2006, there has been no event, development or circumstance that has had or would
reasonably be expected to have a Material Adverse Effect. 
 SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each
of Holdings, the Borrower and its Subsidiaries has valid fee simple title to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to
its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for
their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than
Permitted Liens. 
 (b) Each of the Borrower and its Subsidiaries has complied with all obligations under all leases to which it is a party,
except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full
force and effect would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.07(b), the Borrower and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, other
than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 (c) As of the Closing Date, none of the Borrower or its Subsidiaries has received any notice of any pending or contemplated condemnation proceeding
affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date. 
  

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 (d) None of the Borrower or its Subsidiaries is obligated on the Closing Date under any right of first
refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except as permitted by Section 6.02 or 6.05. 
 SECTION 3.08. Subsidiaries. (a) Schedule 3.08(a) sets forth as of the Closing Date the name and jurisdiction of incorporation,
formation or organization of each direct and indirect subsidiary of Holdings and, as to each such subsidiary, the percentage of each class of Equity Interests owned by Holdings or by any such subsidiary. 
 (b) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock
options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Equity Interests of the Borrower or any of its Subsidiaries, except as set forth on Schedule 3.08(b). 
 SECTION 3.09. Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or, to the knowledge of
the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings or the Borrower, threatened in writing against or affecting Holdings or the Borrower or any of its
Subsidiaries or any business, property or rights of any such person which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 (b) None of Holdings, the Borrower, its Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of
their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are subject to
Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 SECTION 3.10. Federal Reserve Regulations.
(a) None of Holdings, the Borrower or its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. 
 (b) No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to
purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose, or (ii) for any purpose that entails a violation of, or that is
inconsistent with, the provisions of the Regulations of the Board, including Regulation U or Regulation X. 
 SECTION 3.11. Investment
Company Act. None of Holdings, the Borrower and its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. 
 SECTION 3.12. Use of Proceeds. The Borrower will use the proceeds of the Revolving Facility Loans and Swingline Loans, and may request the
issuance of Letters of 

  

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Credit, solely for general corporate purposes (including, without limitation, for Permitted Business Acquisitions) and, in the case of up to $20.0 million of
Revolving Facility Loans made on the Closing Date, to fund a portion of the consideration for the Acquisition and/or refinance Indebtedness of the Target. The Borrower will use the proceeds of the Term B Loans (a) to fund a portion of the
consideration for the Acquisition, (b) to refinance the Indebtedness of the Target and (c) to pay the Transaction Expenses. 
 SECTION 3.13. Taxes. Except as set forth on Schedule 3.13: 
 (a) Except as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of Holdings, the Borrower and its Subsidiaries has filed or caused to be filed all federal, state, local and non-U.S. Tax returns required to
have been filed by it and (ii) each such Tax return is true and correct; 
 (b) Each of Holdings, the Borrower and its
Subsidiaries has timely paid or caused to be timely paid all Taxes shown to be due and payable by it on the returns referred to in clause (a)(i) above and all other Taxes or assessments (or made adequate provision (in accordance with GAAP) for
the payment of all Taxes due) with respect to all periods or portions thereof ending on or before the Closing Date (except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03
and for which Holdings, the Borrower or any of its Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP), which Taxes, if not paid or adequately provided for, would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and 
 (c) Other than as would not be, individually or in the
aggregate, reasonably expected to have a Material Adverse Effect as of the Closing Date, with respect to each of Holdings, the Borrower and its Subsidiaries, there are no claims being asserted in writing by any Taxing Authority with respect to any
Taxes. 
 SECTION 3.14. No Material Misstatements. (a) All written information (other than the Projections, estimates and
information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, the Borrower, its Subsidiaries, the Transactions and any other transactions contemplated hereby included in the
Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby,
when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and, if delivered prior to the Closing Date, as of the Closing Date and did not, taken as a whole, contain any untrue
statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were
made. 
 (b) The Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or any of
its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the Transactions 

  

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or the other transactions contemplated hereby (i) have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as
of the date thereof (it being understood that actual results may vary materially from the Projections), as of the date such Projections and estimates were furnished to the Lenders and as of the Closing Date, and (ii) as of the Closing Date,
have not been modified in any material respect by the Borrower. 
 SECTION 3.15. Employee Benefit Plans. (a) Except as would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Plan is in compliance in all material respects with the applicable provisions of ERISA and the Code; (ii) no Reportable Event has
occurred during the past five years as to which the Borrower, Holdings, any of their Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed; (iii) no Plan has any Unfunded
Pension Liability in excess of $5.0 million; (iv) no ERISA Event has occurred or is reasonably expected to occur; and (v) none of Holdings, Borrower, its Subsidiaries and the ERISA Affiliates (A) has received any written notification
that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, or has knowledge that any Multiemployer Plan is reasonably expected to be in reorganization or to be terminated or (B) has incurred
or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. 
 (b) Each of Holdings, the Borrower and its
Subsidiaries is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any employee pension benefit plan or other employee benefit plan governed by the
laws of a jurisdiction other than the United States and (ii) with the terms of any such plan, except, in each case, for such noncompliance that would not reasonably be expected to have a Material Adverse Effect. 
 (c) Within the last five years, no Plan of Holdings, Borrower, any Subsidiaries or the ERISA Affiliates has been terminated, whether or not in a
“standard termination” as that term is used in Section 404(b)(1) of ERISA, that would reasonably be expected to result in liability to Holdings, Borrower, any Subsidiaries of the ERISA Affiliates in excess of $5.0 million, nor has any
Plan of Holdings, Borrower, any Subsidiaries or the ERISA Affiliates (determined at any time within the past five years) with Unfunded Pension Liabilities been transferred outside of the “controlled group” (with the meaning of
Section 4001(a)(14) of ERISA) of Holdings, Borrower, any Subsidiaries or the ERISA Affiliates that has or would reasonably be expected to result in a Material Adverse Effect. 
 SECTION 3.16. Environmental Matters. Except as set forth in Schedule 3.16 and except as to matters that would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by the Borrower or any of its Subsidiaries, and there are no judicial,
administrative or other actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to the Borrower or any of its Subsidiaries,
(ii) each of the Borrower and its Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all 

  

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applicable statutes of limitation, has been, in compliance with the terms of such permits, licenses and other approvals and with all other applicable
Environmental Laws, (iii) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently owned, operated or leased by the Borrower or any of its Subsidiaries that would reasonably be expected to give
rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws, and no Hazardous Material has been generated, owned, treated, stored, handled or controlled by the Borrower or any of its Subsidiaries
and transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of the Borrower or any of its Subsidiaries under any Environmental Laws and (iv) there are no
agreements in which the Borrower or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in
any such case has not been made available to the Administrative Agent prior to the date hereof. 
 SECTION 3.17. Security Documents.
(a) The Collateral Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case
of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent, and in the case of the other Collateral described in
the Collateral Agreement (other than the Intellectual Property (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection
Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New
York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person (except
for Permitted Liens). 
 (b) When the Collateral Agreement or a summary thereof is properly filed in the United States Patent and Trademark
Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (a) above, the
Collateral Agent (for the benefit of the Secured Parties) shall have a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in all domestic Intellectual Property, in each case prior and superior
in right to any other person (except Permitted Liens), it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks
and patents, trademark and patent applications and registered copyrights acquired by the grantors after the Closing Date. 
 (c) The
Mortgages (if any) executed and delivered on or before the Closing Date are, and the Mortgages to be executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the
benefit of the Secured Parties) a valid Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate
filing or recording offices, the Collateral Agent (for the benefit 

  

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of the Secured Parties) shall have a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged
Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of a person pursuant to
Permitted Liens. 
 (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary,
neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign
Subsidiary that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law. 
 SECTION 3.18. Location of Real Property and Leased Premises. (a) The Perfection Certificate correctly sets forth and identifies, in all material respects, as of the Closing Date all material Real Property owned by the Borrower
and the Subsidiary Loan Parties and the addresses thereof. As of the Closing Date, the Borrower and the Subsidiary Loan Parties own in fee all the Real Property set forth as being owned by them on such schedules to the Perfection Certificate.

 (b) The Perfection Certificate completely and correctly sets forth and identifies, in all material respects, as of the Closing Date, all
material Real Property leased by the Borrower and the Subsidiary Loan Parties and the addresses thereof and the leases pursuant to which the Real Property is leased. 
 SECTION 3.19. Solvency. (a) Immediately after giving effect to the Transactions on the Closing Date, (i) the fair value of the assets of the Borrower (individually) and Holdings, the Borrower and its
Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, unmatured, unliquidated, contingent or otherwise, of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries
on a consolidated basis, respectively; (ii) the present fair saleable value of the property of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be
required to pay the probable liability of the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis, respectively, on their debts and other liabilities, direct, subordinated, unmatured, unliquidated,
contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities,
direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower (individually) and Holdings, the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably
small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date. 
 (b) On the Closing Date, neither Holdings nor the Borrower intends to, and neither Holdings nor the Borrower believes that it or any of its subsidiaries
will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts 

  

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of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such subsidiary. 
 SECTION 3.20. Labor Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect:
(a) there are no strikes or other labor disputes pending or threatened against Holdings, the Borrower or any of its Subsidiaries; (b) the hours worked and payments made to employees of Holdings, the Borrower and its Subsidiaries have not
been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters; and (c) all payments due from Holdings, the Borrower or any of its Subsidiaries or for which any claim may be made against Holdings, the
Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Holdings, the Borrower or such Subsidiary to the extent required by GAAP.
Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union
under any material collective bargaining agreement to which Holdings, the Borrower or any of its Subsidiaries (or any predecessor) is a party or by which Holdings, the Borrower or any of its Subsidiaries (or any predecessor) is bound. 
 SECTION 3.21. Insurance. Schedule 3.21 sets forth a true, complete and correct description, in all material respects, of all material
insurance maintained by or on behalf of Holdings, the Borrower or its Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect. 
 SECTION 3.22. No Default. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

 SECTION 3.23. Intellectual Property; Licenses, etc. Except as would not reasonably be expected to have a Material Adverse Effect
and as set forth in Schedule 3.23, (a) the Borrower and each of its Subsidiaries owns, or possesses the right to use, all of the patents, patent rights, trademarks, service marks, trade names, copyrights, mask works, domain names, and
any and all applications or registrations for any of the foregoing (collectively, “Intellectual Property Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of
any other person, (b) to the best knowledge of the Borrower, neither the Borrower nor its Subsidiaries nor any Intellectual Property Right, proprietary right, product, process, method, substance, part, or other material now employed, sold or
offered by or contemplated to be employed, sold or offered by the Borrower or its Subsidiaries infringes upon Intellectual Property Rights of any other person, and (c) no claim or litigation regarding any of the foregoing is pending or, to the
best knowledge of the Borrower, threatened. 
 SECTION 3.24. Senior Debt. The Obligations constitute “Senior Debt” (or the
equivalent thereof) and “Designated Senior Debt” (or the equivalent thereof) under the documentation governing any outstanding Indebtedness, if any, permitted to be incurred hereunder constituting Indebtedness that, by its terms, is
expressly subordinated in right of payment to the Obligations pursuant to written agreement. 
  

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 ARTICLE IV 
 Conditions of Lending 
 The obligations of (a) the Lenders (including the Swingline Lender) to make
Loans and (b) any Issuing Bank to issue Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction or waiver (in accordance with Section 9.08
hereof) of the following conditions: 
 SECTION 4.01. All Credit Events. On the date of each Borrowing and on the date of each
issuance, amendment, extension or renewal of a Letter of Credit: 
 (a) The Administrative Agent shall have received, in the
case of a Borrowing, a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the
applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b). 
 (b) (i) In the case of each Credit Event that occurs on the Closing Date, the representations and warranties made in Sections 3.01(a),
(b) and (d), 3.02(a), 3.03, 3.10, 3.11 and 3.24 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event, the representations and warranties set forth in the Loan Documents shall be true and
correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as
of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). 
 (c) In the case of each Credit Event that occurs after the Closing Date, at the time of and immediately after such Borrowing or issuance,
amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have
occurred and be continuing or would result therefrom. 
 Each such Borrowing and each issuance, amendment, extension or renewal of a Letter
of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this
Section 4.01. 
 SECTION 4.02. First Credit Event. On or prior to the Closing Date. 
 (a) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement
and each other Loan Document to be executed on or prior to the Closing Date, signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy 

  

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transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and such other applicable Loan
Documents. 
 (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the
Closing Date, a favorable written opinion of (i) Wachtell, Lipton, Rosen & Katz, (ii) Richards, Layton & Finger, P.A. and (iii) other counsel set forth on Schedule 4.02(b), in each case (A) dated the
Closing Date, (B) addressed to each Issuing Bank on the Closing Date, the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters as the
Administrative Agent shall reasonably request. 
 (c) The Administrative Agent shall have received in the case of each Loan
Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: 
 (i) a copy of the
certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of
State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent
date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; 
 (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying;

 (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company
agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below; 
 (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing
body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and
that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date; 
 (C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i)
above; 
  

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 (D) as to the incumbency and specimen signature of each officer executing any Loan
Document or any other document delivered in connection herewith on behalf of such Loan Party, and 
 (E) as to the absence of
any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; 
 (iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary
or similar officer executing the certificate pursuant to clause (ii) above; and 
 (iv) such other documents as the
Administrative Agent, the Lenders and any Issuing Bank on the Closing Date may reasonably request (including without limitation, tax identification numbers and addresses). 
 (d) The elements of the Collateral and Guarantee Requirement required to be satisfied on the Closing Date shall have been satisfied (other
than in the case of any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the
filing of a UCC financing statement or the delivery of stock certificates and the security agreement giving rise to the security interest therein) that is not provided on the Closing Date after the Borrower’s use of commercially reasonable
efforts to do so, which such security interest or deliverable shall be delivered within the time periods specified with respect thereto in Schedule 4.02(d)) and the Administrative Agent shall have received a completed Perfection Certificate
dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties
in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such
financing statements (or similar documents) are Permitted Liens or have been released. 
 (e) The Acquisition shall have been
consummated or shall be consummated simultaneously with or immediately following the closing under this Agreement in accordance with the terms and conditions of the Acquisition as set forth in the Acquisition Documents, without giving effect to any
amendment, supplement, modification or waiver thereof which is materially adverse to the Lenders without the prior written consent of the Joint Lead Arrangers (which approval shall not be unreasonably withheld, conditioned or delayed). 

(f) The Equity Financing shall have been consummated. 
 (g) The Borrower shall have received gross cash proceeds of $510.0 million from the issuance of the Senior Notes or from senior unsecured
bridge term loans. 
  

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 (h) All amounts due or outstanding in respect of the Existing Credit Facilities shall
have been (or substantially with the closing under this Agreement shall be) paid in full, all commitments in respect thereof terminated and all guarantees thereof and security therefor (if any) discharged and released, and the Administrative Agent
shall have received a “pay-off” letter in respect thereof. 
 (i) The Lenders shall have received the financial
information referred to in Section 3.05 and in the case of the audited financial statements for the 2006 fiscal year, such financial statements shall have been received no later than 20 days prior to the Closing Date. 
 (j) On the Closing Date, after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have
outstanding no Indebtedness and the Borrower and its Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Senior Notes or senior unsecured bridge term
loans and (iii) other Indebtedness permitted pursuant to Section 6.01. 
 (k) The Lenders shall have received a
solvency certificate substantially in the form of Exhibit B and signed by the Chief Financial Officer of the Borrower. 
 (l) The Agents shall have received all fees payable thereto or to any Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date,
including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Fried, Frank, Harris, Shriver & Jacobson LLP) required to be reimbursed or paid by
the Loan Parties hereunder or under any Loan Document. 
 (m) The Administrative Agent shall have received all insurance
certificates satisfying the requirements of Section 5.02 of this Agreement. The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act to the extent requested not less than five Business Days prior to the Closing Date. 
 (n) the MLI Swap Agreement shall be in full force and effect in accordance with the terms thereof. 
 For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to,
approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the
transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s
ratable portion of the initial Borrowing. 
  

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 ARTICLE V 
 Affirmative Covenants 
 The Borrower covenants and agrees with each Lender that unless and until
(i) all Commitments shall have been terminated, (ii) all Obligations arising under the Loan Documents (other than contingent obligations for unasserted claims) shall have been repaid and (iii) all other expenses or amounts payable
under any Loan Document) shall have been paid in full and all Letters of Credit have been canceled or have expired (or shall have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) and all amounts drawn or paid
thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will, and will cause each of the Material Subsidiaries to: 
 SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05,
and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries, to the extent they exceed estimated liabilities, are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or
dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. 
 (b) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to
(i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the
normal conduct of its business and (ii) at all times maintain and preserve all property necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to
be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as
expressly permitted by this Agreement). 
 SECTION 5.02. Insurance. (a) Maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations and cause the Administrative Agent to be
listed as a co-loss payee on property and casualty policies and as an additional insured on liability policies. 
 (b) With respect to any
Mortgaged Properties, if at any time the area in which the Premises (as defined in the Mortgages) are located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any
successor agency), maintain, to the extent commercially reasonably available, flood insurance in amounts no less than that maintained by the Borrower and the Material Subsidiaries as of the Closing Date or in such other total amount as the
Administrative Agent may from time to time reasonably require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time. 
  

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 (c) In connection with the covenants set forth in this Section 5.02, it is understood and agreed
that: 
 (i) none of the Administrative Agent, the Lenders, the Issuing Bank and their respective agents or employees shall be
liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties other than
the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Lenders, any Issuing Bank or their agents or employees. If, however, the
insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then each of Holdings and the Borrower, on behalf of itself and behalf of each of its
subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Lenders, any Issuing Bank and their agents
and employees; and 
 (ii) the designation of any form, type or amount of insurance coverage by the Administrative Agent under
this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Administrative Agent or the Lenders that such insurance is adequate for the purposes of the business of Holdings, the Borrower and its Subsidiaries or the
protection of their properties. 
 SECTION 5.03. Taxes. Pay and discharge promptly when due all material Taxes imposed upon it or upon
its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims which, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon such properties or any part
thereof; provided, however, that such payment and discharge shall not be required with respect to any such Tax or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings, and
Holdings, the Borrower or the affected Subsidiary, as applicable, shall have set aside on its books reserves in accordance with GAAP with respect thereto. 
 SECTION 5.04. Financial Statements, Reports, etc. Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders): 
 (a) Within (i) 105 days after the end of the fiscal year ending December 31, 2007 and (ii) 95 days after the end of each
fiscal year ending thereafter, a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the
consolidated results of its operations during such year and, starting with the fiscal year ending December 31, 2008, setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and
related statements of operations, cash flows and owners’ equity shall be audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified as to
scope of audit or as to the status of the Borrower or any Material Subsidiary as a going concern) to the 

  

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effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower
and its Subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this
Section 5.04(a) to the extent such annual reports include the information specified herein); 
 (b) within 50 days after
the end of each of the first three fiscal quarters of each fiscal year beginning with the fiscal quarter ending June 30, 2007 (or, in the case of the first two fiscal quarters for which quarterly financial statements are required to be
delivered hereunder, within 75 days following the end of such fiscal quarter), (i) a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the Borrower and its Subsidiaries as of
the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and the then-elapsed portion of the fiscal year and setting forth in comparative form the corresponding figures for the corresponding periods
of the prior fiscal year, and (ii) management’s discussion and analysis of significant operational and financial developments during such quarterly period, all of which shall be in reasonable detail and which consolidated balance sheet and
related statements of operations and cash flows shall be certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial position and results of operations of the Borrower and
its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of the Borrower and
its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the extent such quarterly reports include the information specified herein); 
 (c) (x) concurrently with any delivery of financial statements under paragraphs (a) or (b) above, a certificate of a Financial
Officer of the Borrower (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken
with respect thereto, (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent of the Total Net Senior Secured Leverage Ratio, (iii) setting forth computations in reasonable detail satisfactory to the
Administrative Agent of the Total Net Senior Leverage Ratio, (iv) setting forth the calculation and uses of the Cumulative Credit for the fiscal period then ended if the Borrower shall have used the Cumulative Credit for any purpose during such
fiscal period, (v) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the
limitation set forth in clause (b) of the definition of the term Immaterial Subsidiary, and (vi) certifying a list of names of all Unrestricted Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an
Unrestricted Subsidiary, and (y) concurrently with any delivery of financial statements under paragraph (a) above, if the accounting firm is not restricted from providing such a certificate by the policies of its national office, a
certificate of the accounting firm opining on or certifying such statements stating whether they obtained 

  

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knowledge during the course of their examination of such statements of any Default or Event of Default (which certificate may be limited to accounting
matters and disclaim responsibility for legal interpretations); 
 (d) promptly after the same become publicly available,
copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, the Borrower or any of its Subsidiaries with the SEC, or after an initial
public offering, distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for
purposes of this Agreement when posted to the website of the Borrower; 
 (e) within (i) 105 days after the beginning of
the 2008 fiscal year and (ii) 95 days after the beginning of each fiscal year thereafter, a reasonably detailed consolidated annual budget for such fiscal year (including a projected consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow and projected income), including a description of underlying assumptions with respect thereto (collectively, the
“Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower to the effect that the Budget is based on assumptions believed by such Financial Officer to be reasonable as of the
date of delivery thereof; 
 (f) upon the reasonable request of the Administrative Agent, an updated Perfection Certificate
(or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to this paragraph (f) or
Section 5.10(f); 
 (g) (i) promptly, from time to time, such other information regarding the operations, business
affairs and financial condition of Holdings, the Borrower or any of its Subsidiaries, or compliance with the terms of any Loan Document, or such consolidating financial statements as in each case the Administrative Agent may reasonably request (for
itself or on behalf of any Lender) and (ii) prior written notice in the event that the Borrower changes its fiscal year end; 
 (h) in the event that (i) in respect of the Senior Notes, or any Permitted Refinancing Indebtedness with respect thereto, the rules and regulations of the SEC permit the Borrower, Holdings or any Parent Entity to report at
Holdings’ or such Parent Entity’s level on a consolidated basis and either (ii) (A) Holdings or such Parent Entity, as the case may be, is not engaged in any business or activity, and does not own any assets or have other
liabilities, other than those incidental to its ownership directly or indirectly of the capital stock of the Borrower and the incurrence of Indebtedness for borrowed money (and, without limitation on the foregoing, does not have any subsidiaries
other than the Borrower and the Borrower’s Subsidiaries and any direct or indirect parent companies of the Borrower that are not engaged in any other business or activity and do not hold any other assets or have any liabilities except as
indicated above) 

  

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or (B) in connection with any reporting requirements described in paragraphs (a) and (b) of this Section 5.04 the Borrower delivers
consolidating financial information that explains, at a level of detail reasonably acceptable to the Administrative Agent, the differences between the information relating to Holdings or such Parent Entity and their Subsidiaries other than the
Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on the other hand, then such consolidated reporting at such Parent Entity’s level in a manner consistent
with that described in paragraphs (a) and (b) of this Section 5.04 for the Borrower will satisfy the requirements of such paragraphs; 
 (i) promptly upon request by the Administrative Agent, copies of: (i) each Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) filed with the Internal Revenue Service with
respect to a Plan; (ii) the most recent actuarial valuation report for any Plan; (iii) all notices received from a Multiemployer Plan sponsor, a plan administrator or any governmental agency, or provided to any Multiemployer Plan by
Holdings, the Borrower, a Subsidiary or any ERISA Affiliate, concerning an ERISA Event; and (iv) such other documents or governmental reports or filings relating to any Plan or Multiemployer Plan as the Administrative Agent shall reasonably
request; and 
 (j) promptly upon Holdings, Borrower or Subsidiaries becoming aware of any fact or condition which would
reasonably be expected to result in an ERISA Event, Borrower shall deliver to Administrative Agent a summary of such facts and circumstances and any action it or Holdings or Subsidiaries intend to take regarding such facts or conditions. 

SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written
notice of the following promptly after any Responsible Officer of Holdings or the Borrower obtains actual knowledge thereof: 
 (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; 
 (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or
proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, the Borrower or any of its Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely
determined, would reasonably be expected to have a Material Adverse Effect; 
 (c) any other development specific to Holdings,
the Borrower or any of its Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; and 
  

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 (d) the development of any ERISA Event that, together with all other ERISA Events that
have developed or occurred, would reasonably be expected to have a Material Adverse Effect. 
 SECTION 5.06. Compliance with Laws.
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect; provided, that this Section 5.06 shall not apply to Environmental Laws, which are the subject of Section 5.09, or to laws related to Taxes, which are the subject of Section 5.03. 
 SECTION 5.07. Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP and permit any
persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings, the Borrower or any of its Subsidiaries
at reasonable times, upon reasonable prior notice to Holdings or the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or,
upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any of its Subsidiaries with the
officers thereof and independent accountants therefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract). 
 SECTION 5.08. Use of Proceeds. Use the proceeds of the Revolving Facility Loans and the Swingline Loans and request issuance of Letters of Credit solely for general corporate purposes; and use the proceeds of
the Term B Loans and up to $20.0 million of the Revolving Facility Loans to consummate the Acquisition and the other Transactions. 
 SECTION
5.09. Compliance with Environmental Laws. Comply, and make reasonable efforts to cause all lessees and other persons occupying its properties to comply, with all Environmental Laws applicable to its operations and properties; and obtain and
renew all material authorizations and permits required pursuant to Environmental Law for its operations and properties, in each case in accordance with Environmental Laws, except, in each case with respect to this Section 5.09, to the extent
the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 SECTION 5.10.
Further Assurances; Additional Security. (a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture
filings, Mortgages and other documents and recordings of Liens in stock registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause
the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties and provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as
to the perfection and priority of the Liens created or intended to be created by the Security Documents. 
  

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 (b) If any asset (including any Real Property (other than Real Property covered by paragraph (c)
below) or improvements thereto or any interest therein) that has an individual fair market value (as determined in good faith by the Borrower) in an amount greater than $5.0 million is acquired by the Borrower or any other Loan Party after the
Closing Date or owned by an entity at the time it becomes a Subsidiary Loan Party (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition
thereof and (y) assets that are not required to become subject to Liens in favor of the Collateral Agent pursuant to Section 5.10(g) or the Security Documents) (i) notify the Collateral Agent thereof, and (ii) cause such asset to
be subjected to a Lien securing the Obligations (subject, as the case may be, to Permitted Liens) and take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant
and perfect such Liens, (subject, as the case may be, to Permitted Liens), including actions described in paragraph (a) of this Section 5.10, all at the expense of the Loan Parties, subject to paragraph (g) below. 
 (c) Promptly notify the Collateral Agent of the acquisition of, and grant and cause each of the Subsidiary Loan Parties to grant to the Collateral Agent
security interests and mortgages in, such Real Property of the Borrower or any such Subsidiary Loan Parties as are not covered by the original Mortgages, to the extent acquired after the Closing Date and having a value at the time of acquisition in
excess of $5.0 million, and, to the extent requested by the Collateral Agent, pursuant to documentation substantially in the form of the Mortgages delivered to the Collateral Agent on the Closing Date or in such other form as is reasonably
satisfactory to the Collateral Agent (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens, at the time of perfection thereof, record or file, and cause each
such Subsidiary to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be
granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges payable in connection therewith, in each case subject to paragraph (g) below. Unless otherwise waived by the
Collateral Agent, with respect to each such Additional Mortgage, the Borrower shall deliver to the Collateral Agent contemporaneously therewith a title insurance policy and a copy of any survey obtained by the Borrower with respect to each Real
Property subject to an Additional Mortgage. 
 (d) If any additional direct or indirect Subsidiary of the Borrower is formed or acquired
after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary), and if such Subsidiary is a Subsidiary Loan Party, within ten
Business Days after the date such Subsidiary is formed or acquired, notify the Collateral Agent and the Lenders thereof and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent
shall agree, cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party, subject to paragraph
(g) below. 
 (e) If any additional Foreign Subsidiary of the Borrower is formed or acquired after the Closing Date (with any Subsidiary
Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary), 

  

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and if such Subsidiary is a “first tier” Foreign Subsidiary, within five Business Days after the date such Foreign Subsidiary is formed or
acquired, notify the Collateral Agent and the Lenders thereof and, within 20 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent shall agree, cause the Collateral and Guarantee
Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Loan Party, subject to paragraph (g) below. 
 (f) (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure or
(C) in any Loan Party’s organizational identification number; provided, that the Borrower shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the
Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured
Parties and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. 
 (g) The
Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Real Property held by the Borrower or any of its Subsidiaries as a lessee under a lease or any Real Property
owned in fee that has an individual fair market value (as determined in good faith by the Borrower) in an amount less than $5.0 million, (ii) any vehicle, (iii) cash, deposit accounts and securities accounts, (iv) any Equity Interests
issued or acquired after the Closing Date (other than Equity Interests in the Borrower or, in the case of any person which is a Subsidiary, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with
this Agreement if, and to the extent that, and for so long as (A) such Equity Interests constitute less than 100% of all applicable Equity Interests of such person and the person holding the remainder of such Equity Interests are not
Affiliates, (B) doing so would violate applicable law or a contractual obligation binding on or with respect to such Equity Interests or such Subsidiary and (C) with respect to such contractual obligations, such obligation existed at the
time of the acquisition thereof and was not created or made binding on or with respect to such Equity Interests or such Subsidiary in contemplation of or in connection with the acquisition of such Equity Interests or Subsidiary, (v) any assets
acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made
binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) that is secured by a Permitted Lien) or (vi) those
assets as to which the Collateral Agent shall reasonably determine that the costs of obtaining or perfecting such a security interest are excessive in relation to the value of the security to be afforded thereby; provided, that, upon the
reasonable request of the Collateral Agent, the Borrower shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (iv) and
(v) above. 
 SECTION 5.11. Rating. Exercise commercially reasonable efforts to maintain ratings from each of Moody’s and
S&P for the Term B Loans. 
  

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 ARTICLE VI 
 Negative Covenants 
 The Borrower covenants and agrees with each Lender that unless and until (i) all
Commitments shall have been terminated, (ii) all Obligations arising under the Loan Documents (other than contingent obligations for unasserted claims) shall have been paid and (iii) all Letters of Credit have been canceled or have expired
(or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) and all amounts drawn or paid thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will
not, and will not permit any of the Material Subsidiaries to: 
 SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist
any Indebtedness, except: 
 (a) Indebtedness existing on the Closing Date and set forth on Schedule 6.01 and any
Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (other than intercompany indebtedness Refinanced with Indebtedness owed to a person not affiliated with the Borrower or any Subsidiary); 
 (b) Indebtedness created hereunder and under the other Loan Documents and any Permitted Refinancing Indebtedness incurred to Refinance
such Indebtedness; 
 (c) Indebtedness pursuant to Swap Agreements; 
 (d) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit
of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such
person, in each case in the ordinary course of business; provided, that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than
30 days following such incurrence; 
 (e) Indebtedness of the Borrower to Holdings or any Subsidiary and of any Subsidiary to
Holdings, the Borrower or any other Subsidiary; provided, that, except in respect of intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations among Holdings and its
subsidiaries, (i) Indebtedness of any Subsidiary that is not a Subsidiary Loan Party owing to the Loan Parties shall be subject to Section 6.04(b) and (ii) Indebtedness of the Borrower to Holdings or any Subsidiary and Indebtedness of
any other Loan Party to Holdings or any Subsidiary that is not a Subsidiary Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; 
 (f) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations,
in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; 
  

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 (g) Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided, that (x) such Indebtedness (other than credit or
purchase cards) is extinguished within ten Business Days of notification to the Borrower of its incurrence and (y) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence; 
 (h) (i) Indebtedness of a Subsidiary acquired after the Closing Date or an entity merged into or consolidated or amalgamated with the
Borrower or any Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness in each case exists at the time of such acquisition, merger, consolidation or amalgamation and is not created
in contemplation of such event and where such acquisition, merger, consolidation or amalgamation is permitted by this Agreement and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided,
(A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (B) the aggregate amount of Indebtedness incurred pursuant to this paragraph (h) at any time outstanding shall not exceed the
greater of $50.0 million and 4.5% of Consolidated Total Assets, as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as
applicable; 
 (i) Capital Lease Obligations, mortgage financings and purchase money Indebtedness incurred by the Borrower or
any Subsidiary prior to or within 270 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (real or personal, and whether through the direct purchase of property or the Equity Interests of
any person owning such property) permitted under this Agreement in order to finance such acquisition, lease, construction, repair, replacement or improvement, and any Permitted Refinancing Indebtedness in respect thereof, in an aggregate principal
amount that at the time of, and after giving effect to, the incurrence thereof, together with the Remaining Present Value of outstanding leases permitted under Section 6.03(b), would not exceed the greater of $55.0 million and 5.0% of
Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable; 
 (j) Capital Lease Obligations incurred by the Borrower or any Subsidiary in respect of any Sale and Lease-Back Transaction that is
permitted under Section 6.03 and any Permitted Refinancing Indebtedness in respect thereof; 
 (k) other Indebtedness of
the Borrower or any Subsidiary, in an aggregate principal amount outstanding that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of $50.0 million and 4.5% of Consolidated Total Assets as of the end
of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable; provided, that any Indebtedness incurred pursuant to this clause
(k) that by its terms is subordinated in right of payment to the Obligations shall not, pursuant to the 

  

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terms thereof, be required to be repaid (other than pursuant to customary change of control, asset sale proceeds and similar provisions), in whole or in
part, prior to the date that is 91 days following the Term B Facility Maturity Date; 
 (l) Indebtedness of the Borrower
pursuant to (i) the Senior Notes in an aggregate principal amount that is not in excess of $510.0 million and (ii) any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness; 
 (m) Guarantees (i) by the Subsidiary Loan Parties of the Indebtedness of the Borrower described in clause (l) of this
Section 6.01, (ii) by the Borrower or any Subsidiary Loan Party of any Indebtedness of the Borrower or any Subsidiary Loan Party permitted to be incurred under this Agreement, (iii) by the Borrower or any Subsidiary Loan Party of
Indebtedness otherwise permitted hereunder of Holdings or any Subsidiary that is not a Subsidiary Loan Party to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)), (iv) by any Subsidiary that is not
a Loan Party of Indebtedness of another Subsidiary that is not a Loan Party and (v) by the Borrower or any Subsidiary Loan Party of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties incurred for working capital purposes in the
ordinary course of business on ordinary course of business terms so long as such Indebtedness is permitted to be incurred under Section 6.01(s) to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v));
provided, that Guarantees by the Borrower or any Subsidiary Loan Party under this Section 6.01(m) of any other Indebtedness of a person that is subordinated to other Indebtedness of such person shall be expressly subordinated to the
Obligations; 
 (n) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification,
adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with the Transactions and any Permitted Business Acquisition or the disposition of any business, assets or a Subsidiary not
prohibited by this Agreement, other than Guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; 
 (o) Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance
obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business; 
 (p) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit; 
 (q) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply
arrangements, in each case, in the ordinary course of business; 
 (r) (i) other Indebtedness incurred by the Borrower or any
Subsidiary Loan Party; provided, that (A) at the time of the incurrence of such Indebtedness and after 

  

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giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) immediately after giving
effect to the issuance, incurrence or assumption of such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis with the Senior Leverage Ratio Test and (C) in the case of any such Indebtedness that is secured, immediately after
giving effect to the issuance, incurrence or assumption of such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis with the Senior Secured Leverage Ratio Test and (ii) Permitted Refinancing Indebtedness in respect thereof;
provided, that, at the time of the incurrence of such Permitted Refinancing Indebtedness and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; provided,
further, that any Indebtedness incurred pursuant to this clause (r) that by its terms is subordinated in right of payment to the Obligations shall not, pursuant to the terms thereof, be required to be repaid (other than pursuant to
customary change of control, asset sale proceeds and similar provisions), in whole or in part, prior to the date that is 91 days following the Term B Facility Maturity Date; 
 (s) Indebtedness of Subsidiaries that are not Subsidiary Loan Parties; provided that the aggregate amount of Indebtedness incurred
under this clause (s), when aggregated with all other Indebtedness incurred and outstanding pursuant to this clause (s), shall not exceed the greater of $50.0 million and 4.5% of Consolidated Total Assets at the time of such incurrence;

 (t) unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price
of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such
payments be made within 90 days after the incurrence of the related obligations) in the ordinary course of business and not in connection with the borrowing of money or any Swap Agreements; 
 (u) Indebtedness representing deferred compensation to employees and directors of the Borrower or any Subsidiary incurred (i) in the
ordinary course of business and (ii) in connection with the Transactions (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith); 
 (v) Indebtedness in connection with Permitted Receivables Financings, provided that proceeds thereof are applied in accordance with
Section 2.11(b); 
 (w) Indebtedness of the Borrower and its Subsidiaries incurred under overdraft facilities, lines of
credit or cash management facilities (including, but not limited to, intraday, ACH and purchasing card/T&E services) extended by one or more financial institutions reasonably acceptable to the Administrative Agent or one or more of the Lenders
and (in each case) established for the Borrower’s and its Subsidiaries’ ordinary course of operations (such Indebtedness, the “Overdraft Line”), which Indebtedness may be secured as, but only to the extent, provided in
Section 6.02(b) and in the Security Documents; 
  

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 (x) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of,
joint ventures of the Borrower or any Subsidiary not in excess, at any one time outstanding, of the greater of $25.0 million or 2.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence
for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable; 
 (y) Indebtedness
issued by the Borrower or any Subsidiary to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or any Parent Entity permitted
by Section 6.06; 
 (z) Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred
compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Business Acquisitions or any other Investment permitted hereunder; and 
 (aa) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in paragraphs (a) through (z) above. 
 SECTION 6.02. Liens. Create, incur, assume or permit to exist
any Lien on any property or assets (including stock or other securities of any person, including the Borrower and any Subsidiary) at the time owned by it or on any income or revenues or rights in respect of any thereof, except the following
(collectively, “Permitted Liens”): 
 (a) Liens on property or assets of the Borrower and its Subsidiaries
existing on the Closing Date and set forth on Schedule 6.02(a) or, to the extent not listed in such Schedule, where such property or assets have a fair market value (as determined in good faith by the Borrower) that does not exceed $10.0
million in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided, that such Liens shall secure only those obligations that they secure on the Closing Date (and any Permitted Refinancing Indebtedness in respect
of such obligations permitted by Section 6.01(a)) and shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property
covered by such Lien, and (B) proceeds and products thereof; 
 (b) Liens created under the Loan Documents (including,
without limitation, Liens created under the Security Documents securing obligations in respect of Swap Agreements owed to a person that is a Lender or an Affiliate of a Lender at the time of entry into such Swap Agreements, including, without
limitation, obligations under the MLI Swap Agreement) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; provided, however, in no event shall the holders of the Indebtedness under the Overdraft
Line have the right to receive proceeds in respect of a claim in excess of $10.0 million in the aggregate (plus (i) any accrued and unpaid interest in respect of Indebtedness incurred by the Borrower and its Subsidiaries under the Overdraft
Line and (ii) any accrued and unpaid fees and expenses owing by the Borrower 

  

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and its Subsidiaries under the Overdraft Line) from the enforcement of any remedies available to the Secured Parties under all of the Loan Documents;

 (c) Liens on any property or asset of the Borrower or any Subsidiary securing Indebtedness or Permitted Refinancing
Indebtedness permitted by Section 6.01(h); provided, that such Lien (i) does not apply to any other property or assets of the Borrower or any of its Subsidiaries not securing such Indebtedness at the date of the acquisition of such
property or asset (other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and which Indebtedness and other obligations are permitted hereunder that require a pledge of after
acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (ii) such Lien is not created in contemplation of or in
connection with such acquisition and (iii) in the case of a Lien securing Permitted Refinancing Indebtedness, subject to compliance with clause (e) of the definition of the term “Permitted Refinancing Indebtedness”; 

(d) Liens for Taxes, assessments or other governmental charges or levies not yet due or that are being contested in compliance with
Section 5.03; 
 (e) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings
and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP; 
 (f) (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other
social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for
reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;

 (g) deposits and other customary Liens to secure the performance of bids, trade contracts (other than for Indebtedness),
leases (other than Capital Lease Obligations), statutory and regulatory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other
obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in
the ordinary course of business; 
  

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 (h) zoning restrictions, survey exceptions and such matters as an accurate survey would
disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declaration on or with respect to the use of Real Property, servicing
agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any
material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; 
 (i) Liens securing
Indebtedness permitted by Section 6.01(i) (limited to the assets subject to such Indebtedness); 
 (j) Liens arising out
of sale and lease-back transactions permitted under Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property; 
 (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j) and notices of lis pendens and
associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 
 (l) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to Section 5.10 and any replacement, extension or renewal of any such Lien; provided, that
such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other
obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; 
 (m) any interest or
title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; 
 (n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled
deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary or (iii) relating to purchase orders and other
agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business; 
 (o) Liens
arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; 
 (p) Liens securing obligations in respect of trade-related letters of credit or bank guarantees permitted under Section 6.01(f) or (o) and covering the goods (or the documents of title in respect of such
goods) financed by such letters of credit or bank guarantees and the proceeds and products thereof; 
  

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 (q) leases or subleases, licenses or sublicenses (including with respect to intellectual
property and software) granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; 
 (r) 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; 
 (s) Liens solely on any cash earnest money deposits made by the Borrower or any of its
Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; 
 (t) Liens with respect to property or assets of any Subsidiary that is not a Subsidiary Loan Party securing Indebtedness permitted under Section 6.01(s); 
 (u) other Liens with respect to property or assets of the Borrower or any Subsidiary; provided that (i) after giving effect to
any such Lien and the incurrence of Indebtedness, if any, secured by such Lien, the Borrower is in compliance, on a Pro Forma Basis, with the Senior Secured Leverage Ratio Test, (ii) at the time of the incurrence of such Lien and after giving
effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) the Indebtedness or other obligations secured by such Lien are otherwise permitted by this Agreement, and (iv) to the
extent such Liens are pari passu with or subordinated to the Liens granted hereunder, an intercreditor agreement reasonably satisfactory to the Administrative Agent shall be entered into providing that such new liens will be secured equally and
ratably with the Liens granted hereunder, or, as applicable, subordinated to the Liens granted hereunder, in each case, on customary terms; 
 (v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; 
 (w) Liens arising from precautionary Uniform Commercial Code financing statements or consignments entered into in connection with any
transaction otherwise permitted under this Agreement; 
 (x) Liens on Equity Interests in joint ventures securing obligations
of such joint venture; 
 (y) Liens on securities that are the subject of repurchase agreements constituting Permitted
Investments under clause (c) of the definition thereof; 
 (z) Liens in respect of Permitted Receivables Financings that
extend only to the receivables subject thereto; 
 (aa) Liens on goods or inventory the purchase, shipment or storage price of
which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business; provided, that such Lien secures only the
obligations of the 

  

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Borrower or such Subsidiaries in respect of such letter of credit or bank guarantee to the extent permitted under Section 6.01; 
 (bb) Liens securing insurance premiums financing arrangements, provided, that such Liens are limited to the applicable unearned
insurance premiums; 
 (cc) Liens in favor of the Borrower or any Subsidiary Loan Party; provided that if any such Lien
shall cover any Collateral, the holder of such Lien shall execute and deliver to the Administrative Agent a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent; 
 (dd) Liens on not more than $20.0 million of deposits securing Swap Agreements; and 
 (ee) other Liens with respect to property or assets of the Borrower or any Subsidiary securing obligations in an aggregate principal
amount outstanding at any time not to exceed $20.0 million. 
 SECTION 6.03. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided, that a Sale and Lease-Back Transaction shall be
permitted (a) with respect to property (i) owned by the Borrower or any Domestic Subsidiary that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 270 days of the acquisition of such
property or (ii) owned by any Foreign Subsidiary regardless of when such property was acquired, and (b) with respect to any property owned by the Borrower or any Domestic Subsidiary, (i) if at the time the lease in connection
therewith is entered into, and after giving effect to the entering into of such lease, the Borrower would be in Pro Forma Compliance and would comply with the Senior Leverage Ratio Test or (ii) if at the time the lease in connection therewith
is entered into, and after giving effect to the entering into of such lease, the Borrower would not be in Pro Forma Compliance or would not comply with the Senior Leverage Ratio Test, then the Remaining Present Value of such lease, together with
Indebtedness outstanding pursuant to Section 6.01(i) and the Remaining Present Value of outstanding leases previously entered into under this Section 6.03(b), shall not exceed the greater of $55.0 million and 5.0% of Consolidated Total
Assets as of the end of the fiscal quarter immediately prior to the date the lease was entered into for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable; provided, further, that if such Sale and
Lease-Back Transaction is of property owned by the Borrower or any Domestic Subsidiary as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b). 
 SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger, consolidation or amalgamation with a
person that is not a Wholly Owned Subsidiary immediately prior to such merger, consolidation or amalgamation) any Equity Interests, evidences of Indebtedness or other securities of, make or permit to exist any 

  

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loans or advances to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in (each, an
“Investment”), any other person, except: 
 (a) the Transactions; 
 (b) (i) Investments by the Borrower or any Subsidiary in the Equity Interests of the Borrower, any Subsidiary or the Century Joint
Ventures; (ii) intercompany loans from the Borrower or any Subsidiary to the Borrower, any Subsidiary or the Century Joint Ventures; and (iii) Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness otherwise expressly
permitted hereunder of the Borrower, any Subsidiary or the Century Joint Ventures; provided, that the sum of (A) Investments (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof)
made after the Closing Date by the Loan Parties pursuant to clause (i) in Subsidiaries that are not Subsidiary Loan Parties or in the Century Joint Ventures, plus (B) net intercompany loans made after the Closing Date by Loan
Parties to Subsidiaries that are not Subsidiary Loan Parties or to the Century Joint Ventures pursuant to clause (ii), plus (C) Guarantees after the Closing Date by Loan Parties of Indebtedness of Subsidiaries that are not
Subsidiary Loan Parties or of the Century Joint Ventures pursuant to clause (iii), shall not exceed an aggregate net amount equal to (x) the greater of (1) $50.0 million and (2) 4.5% of Consolidated Total Assets as of the end of
the fiscal quarter immediately prior to the date of such Investment for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable (plus any return of capital actually received by the respective
investors in respect of Investments theretofore made by them pursuant to this paragraph (b)); plus (y) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this
Section 6.04(b)(y); provided, further, that intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries shall not be included
in calculating the limitation in this paragraph at any time. 
 (c) Permitted Investments and Investments that were Permitted
Investments when made; 
 (d) Investments arising out of the receipt by the Borrower or any Subsidiary of non-cash
consideration for the sale of assets permitted under Section 6.05; 
 (e) loans and advances to officers, directors,
employees or consultants of the Borrower or any Subsidiary (i) in the ordinary course of business not to exceed the greater of $15.0 million and 2.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date
of such loan or advance for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable, in the aggregate at any time outstanding (calculated without regard to write downs or write offs thereof), (ii) in
respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests of Holdings (or any Parent Entity) solely to the extent that the amount of such loans and
advances shall be contributed to the Borrower in cash as common equity; 
  

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 (f) accounts receivable, security deposits and prepayments arising and trade credit
granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any
prepayments and other credits to suppliers made in the ordinary course of business; 
 (g) Swap Agreements; 
 (h) Investments existing on, or contractually committed as of, the Closing Date and set forth on Schedule 6.04 and any
extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time above the amount of such Investment existing or contractually committed to on the Closing
Date; 
 (i) Investments resulting from pledges and deposits under Sections 6.02(f), (g), (k), (r), (s), and (u);

 (j) other Investments by the Borrower or any Subsidiary in an aggregate amount (valued at the time of the making thereof,
and without giving effect to any write-downs or write-offs thereof) not to exceed (i) the greater of $50.0 million and 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for
which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable (plus any returns of capital actually received by the respective investor in respect of investments theretofore made by it pursuant to this
paragraph (j)) plus (ii) the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 6.04(j)(ii) provided that if any Investment pursuant to this clause
(j) is made in any person that is not a Subsidiary of the Borrower at the date of the making of such Investment and such person becomes a Subsidiary of the Borrower after such date, such Investment shall thereafter be deemed to have been made
pursuant to clause (b) above and shall cease to have been made pursuant to this clause (j) for so long as such person continues to be a Subsidiary of the Borrower; 
 (k) Investments constituting Permitted Business Acquisitions; 
 (l) intercompany loans between Subsidiaries that are not Subsidiary Loan Parties and Guarantees by such Subsidiaries to the extent
permitted by Section 6.01(m); 
 (m) Investments received in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Borrower as a result of a foreclosure by the Borrower or any of its
Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default; 
 (n) Investments of a Subsidiary acquired after the Closing Date or of an entity merged into the Borrower or merged into or consolidated with a Subsidiary after the Closing Date, in each case, to the extent permitted under this
Section 6.04 and, in the case of any acquisition, merger, consolidation or amalgamation, in accordance with 

  

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Section 6.05 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation or
amalgamation and were in existence on the date of such acquisition, merger, consolidation or amalgamation; 
 (o) acquisitions
by the Borrower of obligations of one or more officers or other employees of Holdings, any Parent Entity, the Borrower or its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of Holdings or any
Parent Entity, so long as no cash is actually advanced by the Borrower or any of its Subsidiaries to such officers or employees in connection with the acquisition of any such obligations; 
 (p) Guarantees by the Borrower or any Subsidiary of operating leases (other than Capital Lease Obligations) or of other obligations that
do not constitute Indebtedness, in each case entered into by the Borrower or any Subsidiary in the ordinary course of business; 
 (q) Investments to the extent that payment for such Investments is made with Equity Interests of Holdings (or any Parent Entity); 
 (r) Investments in the Equity Interests of one or more newly formed persons that are received in consideration of the contribution by Holdings, the Borrower or the applicable Subsidiary of assets (including Equity
Interests and cash) to such person or persons; provided, that (i) the fair market value (as determined in good faith by the Borrower) of such assets, determined on an arms’-length basis, so contributed pursuant to this paragraph
(r) shall not in the aggregate exceed $10.0 million and (ii) in respect of each such contribution, a Responsible Officer of the Borrower shall certify (x) that after giving effect to such contribution, no Default or Event of Default
shall have occurred and be continuing, (y) the fair market value (as determined in good faith by the Borrower) of the assets so contributed and (z) that the requirements of paragraph (i) of this proviso remain satisfied; 

(s) Investments consisting of Restricted Payments permitted under Section 6.06; 
 (t) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit
and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices; 
 (u)
Investments in Subsidiaries that are not Loan Parties not to exceed the greater of $10.0 million and 2.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such Investment for which financial
statements have been delivered pursuant to Section 3.05 or 5.04, as applicable, in the aggregate (plus any return of capital actually received by the respective investors in respect of Investments theretofore made by them pursuant to this
paragraph (u)), as valued at the fair market value (as determined in good faith by the Borrower) of such Investment at the time such Investment is made; 
  

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 (v) Investments consisting of the licensing or contribution of intellectual property
licenses pursuant to joint marketing arrangements with other persons; 
 (w) Guarantees permitted under Section 6.01
(except to the extent such Guarantee is expressly subject to Section 6.04); 
 (x) advances in the form of a prepayment
of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Borrower or such Subsidiary; 
 (y) Investments by Borrower and its Subsidiaries, including loans and advances to any direct or indirect parent of the Borrower, if the Borrower or any other Subsidiary would otherwise be permitted to make a Restricted Payment in such
amount (provided that the amount of any such Investment shall also be deemed to be a Restricted Payment under the appropriate clause of Section 6.06 for all purposes of this Agreement); 
 (z) Investments arising as a result of Permitted Receivables Financings; 
 (aa) Investments received substantially contemporaneously in exchange for Equity Interests of Holdings or any Parent Entity;
provided, that such Investments are not included in any determination of the Cumulative Credit; 
 (bb) Investments in
joint ventures not in excess of the greater of $50.0 million and 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such Investment for which financial statements have been delivered pursuant to
Section 3.05 or 5.04, as applicable, in the aggregate (plus any return of capital actually received by the respective investors in respect of Investments theretofore made by them pursuant to this paragraph (aa)); provided that if any
Investment pursuant to this clause (aa) is made in any person that is not a Subsidiary of the Borrower at the date of the making of such Investment and such person becomes a Subsidiary of the Borrower after such date, such Investment shall
thereafter be deemed to have been made pursuant to clause (b) above and shall cease to have been made pursuant to this clause (aa) for so long as such person continues to be a Subsidiary of the Borrower. 
 The amount of Investments that may be made at any time pursuant to Section 6.04(b) or 6.04(j) (such Sections, the “Related Sections”) may, at the
election of the Borrower, be increased by the amount of Investments that could be made at such time under the other Related Section; provided, that the amount of each such increase in respect of one Related Section shall be treated as having
been used under the other Related Section. 
 SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or
consolidate or amalgamate with any other person, or permit any other person to merge into or consolidate or amalgamate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of
its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of the Borrower or any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions)
all or substantially all of the assets of any other person or any division, unit or business of any person, except that this Section shall not prohibit: 
  

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 (a) (i) the purchase and sale of inventory in the ordinary course of business by the
Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by the Borrower or any Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment
or other property in the ordinary course of business by the Borrower or any Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business; 
 (b) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be
continuing or would result therefrom, 
 (i) the merger, consolidation or amalgamation of any Subsidiary or any other Person
with or into the Borrower (x) in a transaction in which the Borrower is the survivor or (y) in a transaction in which the Borrower is not the survivor (such surviving person, the “Successor Borrower”); provided that
(A) such transaction shall not cause the Borrower to fail to be in compliance, on a Pro Forma Basis, with the Senior Secured Leverage Ratio Test, (B) the Successor Borrower shall be an entity organized or existing under the laws of the
United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower
is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (D) each guarantor, unless it is the other party to such merger, consolidation or amalgamation, shall confirm that its guarantee
shall apply to the Successor Borrower’s obligations under this Agreement, (E) each guarantor, unless it is the other party to such merger, consolidation or amalgamation, shall have by a supplement to the Collateral Agreement confirmed that
its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement and/or its Guarantee thereof, as applicable, (F) each mortgagor of the Mortgaged Property, unless it is the other party to such merger,
consolidation or amalgamation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement and/or its Guarantee
thereof, as applicable, and (G) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such merger, consolidation or amalgamation and such supplement to this Agreement or any Security Document
comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement, 
 (ii) the merger, consolidation or amalgamation of any Subsidiary with or into the Borrower or any Subsidiary Loan Party in a transaction
in which the surviving or resulting entity is the Borrower or, if the Borrower is not a party to such transaction, a Subsidiary Loan Party, and no person other than the Borrower or Subsidiary Loan Party receives any consideration, 
 (iii) the merger, consolidation or amalgamation of any Subsidiary that is not a Subsidiary Loan Party into or with any Subsidiary that is
not a Subsidiary Loan Party, 
  

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 (iv) the liquidation or dissolution or change in form of entity of any Subsidiary if the
Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, or 
 (v) any Subsidiary may merge, consolidate or amalgamate with or into any other person in order to effect an Investment permitted pursuant
to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary, which shall be a Loan Party if the merging, consolidating or amalgamating Subsidiary was a Loan Party and which together with each of its Subsidiaries shall
have complied with the requirements of Section 5.10; 
 (c) sales, transfers, leases or other dispositions to the
Borrower or a Subsidiary (upon voluntary liquidation or otherwise); provided, that any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary that is not a Subsidiary Loan Party in reliance on this paragraph (c)
shall be made in compliance with Section 6.07 and the aggregate gross proceeds of any such sales, transfers, leases or other dispositions plus the aggregate gross proceeds of any or all assets sold, transferred, leased, licensed or otherwise
disposed of in reliance on clause (g) below, shall not exceed, in any fiscal year of the Borrower, the greater of (x) $50.0 million and (y) 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the
date of such sale, transfer, lease or other disposition for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable; 
 (d) Sale and Lease-Back Transactions permitted by Section 6.03; 
 (e) Investments permitted by Section 6.04, Permitted Liens and Restricted Payments permitted by Section 6.06; 
 (f) the sale or other disposition of defaulted receivables and the compromise, settlement and collection of receivables in the ordinary
course of business or in bankruptcy or other proceedings concerning the other account party thereon and not as part of an accounts receivables financing transaction; 
 (g) sales, transfers, leases, licenses or other dispositions of assets not otherwise permitted by this Section 6.05 (or required to
be included in this clause (g) pursuant to Section 6.05(c)); provided, that (i) the aggregate gross proceeds (including non-cash proceeds) of any or all assets sold, transferred, leased , licensed or otherwise disposed of in
reliance upon this paragraph (g) shall not exceed, in any fiscal year of the Borrower, the greater of (x) $75.0 million and (y) 7.0% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of
such sale, transfer, lease, license or other disposition for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable, (ii) no Default or Event of Default exists or would result therefrom and
(iii) the Net Proceeds thereof are applied in accordance with Section 2.11(b); 
  

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 (h) Permitted Business Acquisitions (including any merger, consolidation or amalgamation
in order to effect a Permitted Business Acquisition); provided, that following any such merger, consolidation or amalgamation (i) involving the Borrower, the Borrower is the surviving corporation or such merger, consolidation or
amalgamation shall otherwise satisfy the requirements of subsection (b)(i) above and (ii) involving a Subsidiary Loan Party, the surviving or resulting entity shall be a Subsidiary Loan Party that is a Wholly Owned Subsidiary; 
 (i) leases, licenses (on a non-exclusive basis with respect to intellectual property), or subleases or sublicenses (on a non-exclusive
basis with respect to intellectual property) of any real or personal property in the ordinary course of business; 
 (j)
sales, leases or other dispositions of inventory of the Borrower and its Subsidiaries determined by the management of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or any of its Subsidiaries;

 (k) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of paragraph
(a) of the definition of “Net Proceeds”; 
 (l) the purchase and sale or other transfer (including by capital
contribution) of Receivables Assets pursuant to Permitted Receivables Financings; provided that the Net Proceeds thereof are applied in accordance with Section 2.11(b) (without duplication of any amounts applied in accordance with
Section 2.11(b) pursuant to Section 6.01(v)); 
 (m) any surrender or waiver of contract rights or the settlement,
release, recovery on or surrender of contract tort or other claims of any kind to the extent that any of the foregoing could not reasonably be expected to have a Material Adverse Effect; 
 (n) any exchange of assets for services and/or other assets of comparable or greater value; provided, that (i) at least 90% of
the consideration received by the transferor consists of assets that will be used in a business or business activity permitted hereunder, (ii) in the event of a swap with a fair market value (as determined in good faith by the Borrower) in
excess of $10.0 million, the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower with respect to such fair market value and (iii) in the event of a swap with a fair market value (as determined in
good faith by the Borrower) in excess of $20.0 million, such exchange shall have been approved by at least a majority of the Board of Directors of Holdings or the Borrower; provided, that the Net Proceeds, if any, thereof are applied in
accordance with Section 2.11(b); provided, further, that (A) the aggregate gross consideration (including exchange assets, other non-cash consideration and cash proceeds) of any or all assets exchanged in reliance upon this
paragraph (n) shall not exceed, in any fiscal year of the Borrower, the greater of $50.0 million and 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial
statements have been delivered pursuant to Section 3.05 or 5.04, as applicable and (B) no Default or Event of Default exists or would result therefrom; 
  

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 (o) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other
obligation with or to a person (other than the Borrower and its Subsidiaries) from whom such Subsidiary was acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made
as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; and 
 (p) the Transactions. 
 Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale,
transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases, licenses or other dispositions to Loan Parties pursuant to paragraph (c) of this Section 6.05) unless such
disposition is for fair market value (as determined in good faith by the Borrower), or if not fair market value, the shortfall is permitted as an Investment under Section 6.04 and (ii) no sale, transfer or other disposition of assets in
excess of $15.0 million shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided, that for purposes of clause (ii), (a) the amount of any liabilities
(as shown on the Borrower’s or any Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Subsidiary of the Borrower (other than liabilities that are by their terms subordinated to the Obligations) that are
assumed by the transferee of any such assets, (b) any notes or other obligations or other securities or assets received by the Borrower or such Subsidiary of the Borrower from such transferee that are converted by the Borrower or such
Subsidiary of the Borrower into cash within 180 days of the receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries in such Asset Sale having an
aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $35.0 million and 3.0% of Consolidated Total Assets
(as of the end of the fiscal quarter immediately prior to the date such sale, disposition or transfer of assets was entered into for which financial statements have been delivered pursuant to Section 3.05 or 5.04, as applicable at the time of
the receipt of such Designated Non-Cash Consideration (with the fair market value (as determined in good faith by the Borrower) of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to
subsequent changes in value) shall be deemed to be cash. To the extent any Collateral is disposed of in a transaction expressly permitted by this Section 6.05 to any Person other than Holdings, the Borrower or any Subsidiary, such Collateral
shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent shall take, and shall be authorized by each Lender to take, any actions reasonably requested by the Borrower in order to evidence the foregoing.

 SECTION 6.06. Dividends and Distributions. Declare or pay any dividend or make any other distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other
than Disqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any of its Equity Interests or set
aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than 

  

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Disqualified Stock) of the person redeeming, purchasing, retiring or acquiring such shares) (the foregoing, “Restricted Payments”);
provided, however, that: 
 (a) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or
to any Wholly Owned Subsidiary of the Borrower (or, in the case of non-Wholly Owned Subsidiaries, to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of such Subsidiary
on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests so long as any repurchase of its Equity Interests from a person that is not the Borrower or a
Subsidiary is permitted under Section 6.04); 
 (b) the Borrower may make Restricted Payments to Holdings in respect of
(i) overhead, legal, accounting and other professional fees and expenses of Holdings or any Parent Entity, (ii) fees and expenses related to any public offering or private placement of debt or equity securities of Holdings or any Parent
Entity whether or not consummated, (iii) franchise taxes or similar taxes and fees and expenses in connection with the maintenance of Holdings’ existence and Holdings’ (or any Parent Entity’s indirect) ownership of the Borrower,
(iv) payments permitted by Section 6.07(b), (v) the portion (which shall be 100% for so long as Holdings or the applicable Parent Entity, as the case may be, owns no assets other than the Equity Interests in the Borrower, Holdings or
another Parent Entity) of the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings or any Parent Entity attributable to the Borrower or its
Subsidiaries and (vi) customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings or any Parent Entity, in each case in order to permit Holdings or any Parent Entity to make
such payments; provided, that in the case of clauses (i), (ii) and (iii), the amount of such Restricted Payments shall not exceed the portion of any amounts referred to in such clauses (i), (ii) and (iii) that are allocable to
the Borrower and its Subsidiaries (which shall be 100% for so long as Holdings or such Parent Entity, as the case may be, owns no assets other than the Equity Interests in the Borrower, Holdings or another Parent Entity); 
 (c) the Borrower may make Restricted Payments to Holdings the proceeds of which are used to purchase or redeem the Equity Interests of
Holdings or any Parent Entity (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers or employees of Holdings, any Parent Entity, the Borrower or any of its Subsidiaries or
by any Plan or shareholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related
rights were issued; provided, that the aggregate amount of such purchases or redemptions under this paragraph (c) shall not exceed in any fiscal year $15.0 million (plus the amount of net proceeds contributed to the Borrower that
were (x) received by Holdings or any Parent Entity during such calendar year from sales of Equity Interests of Holdings or any Parent Entity of Holdings to directors, consultants, officers or employees of Holdings, any Parent Entity, the
Borrower or any Subsidiary in connection with permitted employee compensation and incentive arrangements and (y) of 

  

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any key-man life insurance policies received during such calendar year and (z) the amount of any cash bonuses otherwise payable to members of
management, directors or consultants of Holdings, any Parent Entity, the Borrower or its Subsidiaries in connection with the Transaction that are foregone in return for the receipt of Equity Interests, which, if not used in any year, may be carried
forward to any subsequent calendar year; provided, further that cancellation of Indebtedness owing to the Borrower or any Subsidiary from members of management of Holdings, any Parent Entity, the Borrower or its Subsidiaries in
connection with a repurchase of Equity Interests of Holdings or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this Section 6.06; 
 (d) non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent
a portion of the exercise price of such options or warrants; 
 (e) the Borrower may make Restricted Payments to Holdings in
an aggregate amount equal to the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this Section 6.06(e), such election to be specified in a written notice of a Responsible Officer of the Borrower
calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that no Default or Event of Default has occurred and is continuing or would result
therefrom and, after giving effect thereto, that the Borrower and its Subsidiaries shall be in Pro Forma Compliance; 
 (f)
the Borrower may make Restricted Payments on the Closing Date in connection with the consummation of the Transactions; 
 (g)
the Borrower may make Restricted Payments to allow Holdings or any Parent Entity to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such
person; 
 (h) after a Qualified IPO, the Borrower may make Restricted Payments to, or repurchase or redeem shares from, its
equity holders in an amount equal to 6.0% per annum of the net proceeds received by the Borrower from any public offering of Equity Interests of the Borrower or any direct or indirect parent of the Borrower; 
 (i) the Borrower may make Restricted Payments to Holdings or any Parent Entity to finance any Investment permitted to be made pursuant to
Section 6.04; provided, that (i) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (ii) such parent shall, immediately following the closing thereof, cause (A) all
property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Subsidiary or (B) the merger, consolidation or amalgamation (to the extent permitted in Section 6.05) of the Person formed or acquired into the
Borrower or a Subsidiary in order to consummate such Permitted Business Acquisition or Investment, in each case, in accordance with the requirements of Section 5.10; 
  


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 (j) the Borrower may make Restricted Payments to Holdings or any Parent Entity in an
amount necessary to fund payments to the Fund and the Fund Affiliates of the type and in amounts otherwise permitted pursuant to Sections 6.07(b)(ix) and (xiv); provided, that such payments are not made directly by the Borrower or any of its
Subsidiaries; and 
 (k) Restricted Payments made within 60 days after the date of declaration thereof, if at the date of
declaration such payment would have been permitted under (and was counted against any applicable basket under) this Agreement. 
 SECTION
6.07. Transactions with Affiliates. (a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates or any known direct or
indirect holder of 10% or more of any class of capital stock of Holdings or the Borrower in a transaction involving aggregate consideration in excess of $5.0 million, unless such transaction is (i) otherwise permitted (or required) under this
Agreement or (ii) upon terms no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate. For purposes of this
Section 6.07, any transaction with any Affiliate or any such 10% holder shall be deemed to have satisfied the standard set forth in clause (ii) of the immediately preceding sentence if such transaction is approved by a majority of the
disinterested members of the Board of Directors of Holdings or the Borrower. 
 (b) The foregoing paragraph (a) shall not prohibit, to
the extent otherwise permitted under this Agreement, 
 (i) any issuance of securities, or other payments, loans (or
cancellation of loans), awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans or similar employee benefit plans approved by the
Board of Directors of Holdings or of the Borrower, 
 (ii) loans or advances to employees or consultants of Holdings (or any
Parent Entity), the Borrower or any of its Subsidiaries in accordance with Section 6.04(e), 
 (iii) transactions among
the Borrower or any Subsidiary or any entity that becomes a Loan Party as a result of such transaction (including via merger, consolidation or amalgamation in which a Subsidiary is the surviving entity), 
 (iv) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of Holdings,
any Parent Entity, the Borrower and its Subsidiaries in the ordinary course of business (limited, in the case of Holdings or any Parent Entity, to the portion of such fees and expenses that are allocable to the Borrower and its Subsidiaries (which
shall be 100% for so long as Holdings or such Parent Entity, as the case may be, owns no assets other than the Equity Interests in the Borrower, Holdings or another 

  

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Parent Entity and assets incidental to the ownership of the Borrower and its Subsidiaries)), 
 (v) subject to the limitations set forth in Section 6.07(b)(xiv), if applicable, transactions pursuant to the Transaction Documents
and permitted transactions, agreements and arrangements in existence on the Closing Date and to the extent involving aggregate consideration in excess of $500,000, set forth on Schedule 6.07 or any amendment thereto to the extent such
amendment is not adverse to the Lenders when taken as a whole in any material respect and other transactions, agreements and arrangements described on Schedule 6.07 and any amendment thereto to the extent such amendment is not adverse to the
Lenders when taken as a whole in any material respect or similar transactions, agreements or arrangements entered into by the Borrower or any of its Subsidiaries, 
 (vi) (A) any employment agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business,
(B) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers or directors, and (C) any employee compensation, benefit plan or
arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto, 
 (vii) Restricted Payments permitted under Section 6.06, including payments to Holdings (and any Parent Entity), 
 (viii) any purchase by Holdings of the Equity Interests of the Borrower; provided, that any Equity Interests of the Borrower
purchased by Holdings shall be pledged to the Administrative Agent on behalf of the Lenders pursuant to the Collateral Agreement, 
 (ix) payments by the Borrower or any of its Subsidiaries to the Funds or any Fund Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in
connection with acquisitions or divestitures, which payments are approved by the majority of the Board of Directors of the Borrower, or a majority of disinterested members of the Board of Directors of the Borrower, in good faith, 
 (x) transactions with Wholly Owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the
ordinary course of business in a manner consistent with past practice, 
 (xi) any transaction in respect of which the
Borrower delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of the Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is
(A) in the good faith determination of the Borrower qualified to render such letter and (B) reasonably satisfactory to the Administrative Agent, which letter states that such transaction 

  

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is on terms that are no less favorable to the Borrower or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length
transaction with a person that is not an Affiliate, 
 (xii) subject to paragraph (xiv) below, the payment of all fees,
expenses, bonuses and awards related to the Transactions contemplated by the Senior Notes Offering Memorandum, including fees to the Funds or any Fund Affiliates and as set forth on Schedule 6.07, 
 (xiii) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of
business (including pursuant to the Century Joint Venture Agreements and/or the Supply Contracts, as in effect on the date hereof), 
 (xiv) any agreement to pay, and the payment of, monitoring, consulting, management, transaction, advisory or similar fees payable to the Funds or any Fund Affiliates as follows: (A) in an aggregate amount in any fiscal year not to
exceed the sum of (1) $2.0 million for such fiscal year, plus reasonable out of pocket costs and expenses in connection therewith and unpaid amounts accrued for prior periods; plus (2) any deferred fees (to the extent such fees were within
such amount in clause (A) (1) above originally); (B) 2.0% of the value of transactions with respect to which the Fund or any Fund Affiliate provides any transaction, advisory or other services; (C) a transaction fee of not more
than $12.0 million to be paid to the Fund or a Fund Affiliate in connection with the Transactions on the Closing Date; (D) so long as no Event of Default has occurred and is continuing, the present value of all future amounts payable pursuant
to any agreement referred to in clause (A)-(1) above in connection with the termination of such agreement with the Fund and its Fund Affiliates; provided, that if any such payment pursuant to clause (D) is not permitted to be paid
as a result of an Event of Default, such payment shall accrue and may be payable when no Events of Default are continuing to the extent that no further Event of Default would result therefrom, 
 (xv) the issuance, sale, transfer of Equity Interests of Borrower to Holdings and capital contributions by Holdings to Borrower,

 (xvi) without duplication of any amounts otherwise paid with respect to taxes, payments by Holdings (and any Parent
Entity), the Borrower and its Subsidiaries pursuant to tax sharing agreements among Holdings (and any such Parent Entity), the Borrower and its Subsidiaries on customary terms that require each party to make payments when such taxes are due or
refunds received of amounts equal to the income tax liabilities and refunds generated by each such party calculated on a separate return basis and payments to the party generating tax benefits and credits of amounts equal to the value of such tax
benefits and credits made available to the group by such party, 
 (xvii) transactions pursuant to any Permitted Receivables
Financing, 
  

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 (xviii) the issuance of Equity Interests of Holdings to the management of Holdings, any
Parent Entity, the Borrower or any Subsidiary in connection with the Transactions, 
 (xix) payments or loans (or cancellation
of loans) to employees or consultants that are (i) approved by a majority of the disinterested members of the Boards of Directors of Holdings or the Borrower in good faith, (ii) made in compliance with applicable law and (iii) to the
extent otherwise permitted under this Agreement, 
 (xx) transactions between the Borrower or any of its Subsidiaries and any
Person, a director of which is also a director of the Borrower or any direct or indirect parent of the Borrower; provided, however, that such director abstains from voting as a director of the Borrower or such direct or indirect parent of the
Borrower, as the case may be, on any matter involving such other Person, 
 (xxi) transactions with Goodman Global, Inc.,
Metals USA Holdings Corp., Berry Plastics Group, Inc. or any subsidiary thereof on terms consistent with past practice prior to the Transactions, 
 (xxii) the provision to subsidiaries of cash management, accounting and other overhead services in the ordinary course of business undertaken in good faith (as certified in an officer’s certificate executed by a
Responsible Officer of the Borrower) and not for the purpose of circumventing any covenant set forth in this Agreement, or 
 (xxiii) intercompany transactions undertaken in good faith (as certified in an officer’s certificate executed by a Responsible Officer of the Borrower) for the purpose of improving the consolidated tax efficiency of the Borrower and
its subsidiaries and not for the purpose of circumventing any covenant set forth in this Agreement. 
 SECTION 6.08. Business of the
Borrower and its Subsidiaries. Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or
business activities incidental or related thereto, or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto, and in the case of a Special Purpose
Receivables Subsidiary, Permitted Receivables Financing. 
 SECTION 6.09. Limitation on Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. (a) Amend or modify in any manner materially adverse to the Lenders (as determined in good faith by the Borrower), or grant any waiver or release under or terminate in
any manner (if such granting or termination shall be materially adverse to the Lenders taken as a whole (as determined in good faith by the Borrower)), (i) the articles or certificate of incorporation, by-laws, limited liability company
operating agreement, partnership agreement or other organizational documents of the Borrower 

  

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or any of its Subsidiaries, (ii) the Acquisition Agreement, or (iii) any provision of the Century Joint Venture Agreements and/or the Supply
Contracts, unless in the case of this clause (iii), the Borrower has given to the Administrative Agent not less than 5 Business Days notice thereof and the Administrative Agent shall have consented in writing thereto (such consent not to be
unreasonably withheld). 
 (b) (i) Make, or agree or offer to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness which by its terms is subordinated in right or payment to the Obligations and which Indebtedness is incurred pursuant to
Section 6.01(k) or Section 6.01(r), any subordinated Permitted Refinancing Indebtedness in respect of the foregoing, any preferred Equity Interests or any Disqualified Stock (each of the foregoing, a “Junior Financing”),
or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination in respect of any
Junior Financing except for (A) Refinancings permitted by Section 6.01(r), (B) payments of (x) regularly scheduled interest of any Junior Financing and (y) other than with respect to any subordinated Indebtedness incurred
pursuant to Section 6.01(k) or (r), principal on the scheduled maturity date of any Junior Financing, (C) payments or distributions in respect of all or any portion of the Junior Financing with the proceeds contributed to the Borrower by
Holdings from the issuance, sale or exchange by Holdings (or any Parent Entity) of Equity Interests made within eighteen months prior thereto and (D) the conversion of any Junior Financing to Equity Interests of Holdings or any Parent Entity
and (E) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and after giving effect to such payment or distribution to the Borrower would be in Pro Forma Compliance, payments or distributions in
respect of Junior Financings prior to their scheduled maturity date, in an aggregate amount, not to exceed the sum of (x) $50.0 million and (y) the Cumulative Credit; or
 (ii) Amend or modify, or permit the amendment or modification of, any provision of Junior Financing, or any agreement, document or
instrument evidencing or relating thereto, other than amendments or modifications that (A) are not in any manner materially adverse to Lenders and that do not affect the subordination or payment provisions thereof (if any) in a manner adverse
to the Lenders and (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness.” 
 (c)
Permit any Material Subsidiary to enter into any agreement or instrument that by its terms restricts (i) the payment of dividends or distributions or the making of cash advances to the Borrower or any Subsidiary that is a direct or indirect
parent of such Subsidiary or (ii) the granting of Liens by the Borrower or such Material Subsidiary pursuant to the Security Documents, in each case other than those arising under any Loan Document, except, in each case, restrictions existing
by reason of: 
 (A) restrictions imposed by applicable law; 
  

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 (B) contractual encumbrances or restrictions in effect on the Closing Date under
Indebtedness existing on the Closing Date and set forth on Schedule 6.01, the Senior Notes or any agreements related to any Permitted Refinancing Indebtedness in respect of any such Indebtedness that does not expand the scope of any such
encumbrance or restriction; 
 (C) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale
or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition; 
 (D)
customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business; 
 (E) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness;

 (F) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.01(k) or
Section 6.01(r) or any Permitted Refinancing Indebtedness in respect thereof, to the extent such restrictions are not more restrictive, taken as a whole, than the restrictions contained in the Senior Note Documents; 
 (G) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the
ordinary course of business; 
 (H) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest; 
 (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of
business; 
 (J) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or
other disposition of any asset permitted under Section 6.05 pending the consummation of such sale, transfer, lease or other disposition; 
 (K) customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject
to such Lien, and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.09; 
 (L) customary net worth provisions contained in Real Property leases entered into by Subsidiaries of the Borrower, so long as the Borrower has determined in good faith that such net worth provisions would not
reasonably be 

  

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expected to impair the ability of the Borrower and its Subsidiaries to meet their ongoing obligations; 
 (M) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in
contemplation of such person becoming a Subsidiary other than Subsidiaries of such new Subsidiary; 
 (N) restrictions in
agreements representing Indebtedness permitted under Section 6.01 of a Subsidiary of the Borrower that is not a Subsidiary Loan Party; 
 (O) customary restrictions on leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as such restrictions relate to the Equity Interests and assets subject thereto;

 (P) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of
business; 
 (Q) restrictions contained in any Permitted Receivables Document with respect to any Special Purpose Receivables
Subsidiary; or 
 (R) any encumbrances or restrictions of the type referred to in Sections 6.09(c)(i) and 6.09(c)(ii) above
imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (P) above; provided that
such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive with respect to such dividend and other payment
restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 SECTION 6.10. Century Joint Ventures. The Borrower will not permit (a) any of the Century Joint Ventures to issue any shares of preferred
Equity Interests or Disqualified Stock or to incur, create, assume or permit to exist any Consolidated Debt, other than preferred Equity Interests, Disqualified Stock or Consolidated Debt (i) existing as of the Closing Date, and (ii) in an
aggregate principal amount incurred, created or assumed subsequent to the Closing Date that, together with all other Equity Interests, Disqualified Stock and Indebtedness so issued, incurred, created or assumed after the Closing Date and outstanding
pursuant to this Section 6.10, is not in excess of $25.0 million or (b) any Equity Interests of the Century Joint Ventures to be voluntarily pledged as collateral to secure any Indebtedness (including any Guarantees of Indebtedness
incurred by the Century Joint Ventures) of any of the Loan Parties unless such Equity Interests have become subject to the Collateral Agreement and to liens with the priority required hereby and thereby and such voluntary pledge constitutes a
Permitted Lien. 
 SECTION 6.11. Holdings Covenants. Holdings covenants and agrees with each Lender that unless and until (i) all
Commitments shall have been terminated, (ii) all Obligations 

  

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arising under the Loan Documents (other than contingent obligations for unasserted claims) shall have been repaid and (iii) all Letters of Credit have
been canceled or have expired (or have been cash collateralized on terms reasonably satisfactory to the Administrative Agent) and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in
writing, (a) Holdings will not create, incur, assume or permit to exist any Lien (other than Liens of a type described in
 Section 6.02(d), (e) or (k)) on any of the Equity Interests issued by the Borrower other than the Liens
created under the Loan Documents, provided, that, so long as no Default or Event of Default exists or would result therefrom, upon at least 10 Business Days prior written notice to the Administrative Agent, Holdings may transfer 100% of the
Equity Interests in the Borrower to any Person the entire issued Equity Interests of whom are owned by the Permitted Holders (“Successor Holdings”) so long as Successor Holdings shall have assumed the obligations of Holdings under
the Loan Documents on terms reasonably satisfactory to the Administrative Agent, in which case the Administrative Agent shall take all actions that it deems necessary to release Holdings from its obligations under the Loan Documents; provided
further, that if the foregoing is satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement. 
 ARTICLE VII 
 Events of Default 
 SECTION 7.01. Events of Default. In case of the happening of any of the following events (each, an “Event of Default”): 
 (a) any representation or warranty made or deemed made by Holdings, the Borrower or any other Loan Party herein or in any other Loan Document or any certificate or document delivered pursuant hereto or thereto shall
prove to have been false or misleading in any material respect when so made or deemed made; 
 (b) default shall be made in
the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; 
 (c) default shall be made in the payment of any interest on any Loan or the reimbursement with respect to any L/C Disbursement or in the
payment of any Fee or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business
Days; 
 (d) default shall be made in the due observance or performance by Holdings, the Borrower or any of its Subsidiaries
of any covenant, condition or agreement contained in Section 2.05(c), 5.01(a), 5.05(a) or 5.08 or in Article VI; 
 (e) default shall be made in the due observance or performance by Holdings, the Borrower or any of its Subsidiaries of any covenant, condition or agreement contained in any Loan Document (other than those specified in paragraphs (b),
(c) and (d) above) and such default shall continue unremedied for a period of 30 days (or 60 days if 

  

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such default results solely from a Foreign Subsidiary’s failure to duly observe or perform any such covenant, condition or agreement) after notice
thereof from the Administrative Agent to the Borrower; 
 (f) (i) any event or condition occurs that (A) results in any
Material Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to
cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (ii) Holdings, the Borrower or any of its Subsidiaries shall fail to pay the principal
of any Material Indebtedness at the stated final maturity thereof; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; 
 (g)
there shall have occurred a Change in Control; 
 (h) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings, the Borrower or any of its Subsidiaries, or of a substantial part of the property or assets of Holdings, the Borrower or any Subsidiary, under Title
11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for Holdings, the Borrower or any of its Subsidiaries or for a substantial part of the property or assets of Holdings, the Borrower or any of its Subsidiaries or (iii) the winding-up or liquidation of Holdings, the Borrower
or any Subsidiary (except, in the case of any Subsidiary, in a transaction permitted by Section 6.05); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall
be entered; 
 (i) Holdings, the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any
petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail
to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (h) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for Holdings, the Borrower or any of its Subsidiaries or for a substantial part of the property or assets of Holdings, the Borrower or any Subsidiary, (iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable or admit in writing its inability or fail generally to pay its debts as they become due; 
 (j) the failure by Holdings, the Borrower or any Subsidiary to pay one or more final judgments aggregating in excess of $25.0 million (to
the extent not covered by 

  

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insurance), which judgments are not discharged or effectively waived or stayed for a period of 45 consecutive days; 
 (k) (i) a trustee shall be appointed by a United States district court to administer any Plan, (ii) an ERISA Event or ERISA Events
shall have occurred with respect to any Plan or Multiemployer Plan, (iii) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any Plan or Plans, (iv) Holdings, the Borrower or any Subsidiary or any
ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, (v) Holdings, the Borrower or any Subsidiary
shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and in each case in clauses (i) through (v) above, such event or condition, together with
all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or 
 (l) (i) any
Loan Document shall for any reason be asserted in writing by Holdings, the Borrower or any Subsidiary not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security
Document and to extend to assets that are not immaterial to Holdings, the Borrower and its Subsidiaries on a consolidated basis shall cease to be, or shall be asserted in writing by the Borrower or any other Loan Party not to be, a valid and
perfected security interest (perfected as or having the priority required by this Agreement or the relevant Security Document and subject to such limitations and restrictions as are set forth herein and therein) in the securities, assets or
properties covered thereby, except to the extent that any such loss of perfection or priority results from the limitations of foreign laws, rules and regulations as they apply to pledges of Equity Interests in Foreign Subsidiaries or the application
thereof, or from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreement or to file Uniform Commercial Code continuation statements or
take the actions described on Schedule 3.04 and except to the extent that such loss is covered by a lender’s title insurance policy and the Administrative Agent shall be reasonably satisfied with the credit of such insurer, or
(iii) the Guarantees pursuant to the Security Documents by Holdings, the Borrower or the Subsidiary Loan Parties of any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof), or shall be
asserted in writing by Holdings or the Borrower or any Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations; 
 then,
and in every such event (other than an event with respect to the Borrower described in paragraph (h) or (i) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required
Lenders, shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole
or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan 

  

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Document to the contrary notwithstanding and (iii) if the Loans have been declared due and payable pursuant to clause (ii) above, demand cash
collateral pursuant to Section 2.05(j) and (iv) exercise all rights and remedies granted to it under any Loan Document and all its rights under any other applicable law or in equity; and in any event with respect to the Borrower described
in paragraph (h) or (i) above, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder and under any other Loan Document, shall automatically become due and payable and the Administrative Agent shall be deemed to have made a demand for cash collateral to the full extent permitted under Section 2.05(j), without
presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. 
 SECTION 7.02. Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether an Event of Default has occurred under
clause (h), (i), (j) or (l) of Section 7.01, any reference in any such clause to any Subsidiary shall be deemed not to include any Immaterial Subsidiary affected by any event or circumstance referred to in any such clause.

 ARTICLE VIII 
 The Agents

 SECTION 8.01. Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on
behalf of itself and its Affiliates as potential counterparties to Swap Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby irrevocably designates
and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender
irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the
United States, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Lender’s or Issuing
Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. To the extent required by any
applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative
Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of 

  

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a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, such Lender shall indemnify
the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and
out-of-pocket expenses) incurred. 
 (b) In furtherance of the foregoing, each Lender (in its capacities as a Lender and the Swingline Lender
(if applicable) and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) hereby
appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such
powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any Lien on the Collateral
(or any portion thereof) granted under the Security Documents, or for exercising any rights or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation,
Section 8.07) as though the Collateral Agent (and any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto. 
 (c) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential
counterparties to Swap Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Swap Agreements) irrevocably authorizes the each of the Administrative Agent and the Collateral
Agent, at its option and in its discretion, (i) to release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (A) upon termination of the Commitments and payment in full of all Obligations (other
than contingent indemnification obligations) and the expiration, termination or cash collateralization of all Letters of Credit, (B) that is sold, transferred or disposed of, or to be sold as part of or in connection with any sale, transfer or
other disposition permitted hereunder or under any other Loan Document, or (C) if approved, authorized or ratified in writing in accordance with Section 9.08 hereof, (ii) to release any Guarantor from its obligations under the Loan
Documents if such person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and (iii) to subordinate or release any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder
of any Lien on such property that is permitted by Section 6.02(i) and (j). Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s and the
Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Loan Documents. 
 (d) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether
the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

  

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(A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are
owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent and any Subagents allowed in such judicial proceeding, and (B) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to
the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. 
 SECTION 8.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents
(including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all
matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent may also from time to time, when
the Administrative Agent deems it to be necessary or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a “Subagent”) with respect to all or any part of the
Collateral; provided, that no such Subagent shall be authorized to take any action with respect to any Collateral unless and except to the extent expressly authorized in writing by the Administrative Agent. Should any instrument in writing
from the Borrower or any other Loan Party be required by any Subagent so appointed by the Administrative Agent to more fully or certainly vest in and confirm to such Subagent such rights, powers, privileges and duties, the Borrower shall, or shall
cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. If any Subagent, or successor thereto, shall die, become incapable of acting, resign or be removed, all
rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the Administrative Agent until the appointment of a new Subagent. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent, attorney-in-fact or Subagent that it selects in accordance with the foregoing provisions of this Section 8.02 in the absence of the Administrative Agent’s gross negligence or
willful misconduct. 
 SECTION 8.03. Exculpatory Provisions. Neither any Agent or its Affiliates nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except to the
extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to 

  

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have resulted from its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or
received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of
any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing,
and (b) the Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of
its Affiliates that is communicated to or obtained by the person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless
and until written notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents,
(v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent. 
 SECTION 8.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur
any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it
to be genuine and to have been signed, sent or otherwise authenticated by the proper person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and
shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Credit Event, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Bank, the Administrative Agent may
presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to such Credit Event. The Administrative Agent may
consult with legal counsel (including counsel to Holdings or the Borrower), independent 

  

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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 deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or,
if so specified by this Agreement, all or other Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or,
if so specified by this Agreement, all or other Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. 
 SECTION 8.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless the Administrative Agent has received written notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of
default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all or other Lenders); provided, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. 
 SECTION 8.06. Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan
Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to
make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any 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 analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any 

  

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credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan
Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. 
 SECTION 8.07. Indemnification. The Lenders agree to indemnify the Administrative Agent and each Issuing Bank in its capacity as such (to the
extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure, outstanding Term Loans and
unused Commitments hereunder; provided, that the aggregate principal amount of Swingline Loans owing to the Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Revolving Facility Lenders
ratably in accordance with their respective Revolving Facility Credit Exposure), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever
that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or such Issuing Bank under or in connection with any
of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s or such Issuing Bank’s gross negligence or willful misconduct. The failure of any Lender to reimburse the Administrative Agent or
any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other
Lender of its obligation hereunder to reimburse the Administrative Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the
Administrative Agent or such Issuing Bank, as the case may be, for such other Lender’s ratable share of such amount. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder. 
 SECTION 8.08. Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from, and generally engage in any
kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued, or Letter of Credit or Swingline Loan participated in, by it, each Agent
shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its
individual capacity. 
 SECTION 8.09. Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon
10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a 

  

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successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7.01(b), (c), (h) or (i) shall have
occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the
term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other
or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following
a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent shall, on behalf of the Lenders and the Issuing
Bank, appoint a successor agent which shall (unless an Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing) be subject to approval by the Borrower in its sole discretion. After any retiring
Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents. 
 SECTION 8.10. Agents and Arrangers. Neither the Syndication Agent, the Documentation Agents nor any of the
Joint Lead Arrangers or the Joint Bookrunners shall have any duties or responsibilities hereunder in its capacity as such. 
 ARTICLE IX

 Miscellaneous 
 SECTION 9.01.
Notices; Communications. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 9.01(b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows: 
 (i) if to any Loan Party, the Administrative Agent,
the Issuing Bank or the Swingline Lender, to the address, telecopier number, electronic mail address or telephone number specified for such person on Schedule 9.01; and 
 (ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its
Administrative Questionnaire. 
 (b) Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices to any Lender or the Issuing Bank
pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. 

  

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The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided, that approval of such procedures may be limited to particular notices or communications. 
 (c) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices sent by telecopier shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the
extent provided in Section 9.01(b) above shall be effective as provided in such Section 9.01(b). 
 (d) Any party hereto may change
its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. 
 (e) Documents
required to be delivered pursuant to Section 5.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 9.17) and if so delivered, shall
be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 9.01, or (ii) on which
such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent); provided, that (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper
copies is given by the Administrative Agent or such Lender, and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for such certificates required by Section 5.04(c), the Administrative Agent shall have no obligation to request the delivery or to maintain copies
of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its
copies of such documents. 
 SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by
the Loan Parties herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the
Lenders and each Issuing Bank and shall survive the making by the Lenders of the Loans, the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by such persons or on their
behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or L/C Disbursement 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 and so long as the Commitments have not been terminated. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein 

  

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(including pursuant to Sections 2.15, 2.17 and 9.05) shall survive the payment in full of the principal and interest hereunder, the expiration of the Letters
of Credit and the termination of the Commitments or this Agreement. 
 SECTION 9.03. Binding Effect. This Agreement shall become
effective when it shall have been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies 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 Holdings, the Borrower, each Issuing Bank, the Administrative Agent and each Lender and their respective permitted successors and assigns. 
 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 the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), except pursuant to the Acquisition, and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. 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 the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 9.04), and, to the extent expressly contemplated
hereby, the Related Parties of each of the Agents, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an
“Assignee”) 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: 
 (A) the Borrower; provided, that no consent of the Borrower shall be required for an
assignment (x) to a Lender, an affiliate of a Lender, an Approved Fund (as defined below), (y) if an Event of Default under Section 7.01(b), (c), (h) or (i) has occurred and is continuing, to any other person, or (z) in
connection with Primary Syndication; 
 (B) the Administrative Agent; and 
 (C) the Issuing Bank and the Swingline Lender; provided, that no consent of the Issuing Bank and 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, an affiliate of a Lender or an Approved Fund or
an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of 

  

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the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to
such assignment is delivered to the Administrative Agent) shall not be less than (x) $1.0 million in the case of Term Loans and (y) $5.0 million in the case of Revolving Facility Loans or Revolving Facility Commitments, unless each of the
Borrower and the Administrative Agent otherwise consent; provided, that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7.01(b), (c), (h) or (i) has occurred and is continuing and
(2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments to or by two or more Related Funds shall be treated as one assignment), if any; 
 (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic
settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in
the sole discretion of the Administrative Agent); 
 (C) the Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire and all applicable tax forms; and 
 (D) the Assignee shall not be the
Borrower or any of the Borrower’s Affiliates or Subsidiaries. 
 For the purposes of this Section 9.04, “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 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. Notwithstanding the foregoing, no Lender shall be permitted to assign or transfer any portion of its rights and obligations under this Agreement to any
entity previously identified in that certain letter dated as of the date hereof from the Borrower to the Administrative Agent. 
 (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 9.05). 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 

  

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purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) below of this
Section 9.04. 
 (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at
one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Revolving L/C Exposure owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any
Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (v) Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), all applicable tax forms, the processing and recordation
fee referred to in this paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section 9.04, the Administrative Agent shall promptly accept such Assignment and Acceptance
and record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph (b)(v). 
 (c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations
to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments 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
Borrower, the Administrative Agent, the Issuing Bank 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 pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the
other Loan Documents; provided, that (x) such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender
directly affected thereby pursuant to Section 9.04(a)(i) or clauses (i), (ii), (iii), (iv), (v) or (vi) of the first proviso to Section 9.08(b) and (2) directly affects such Participant and (y) no other agreement
with respect to amendment, modification or waiver may exist between such Lender and such Participant. Subject to paragraph (c)(ii) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits and
subject to the requirements of Sections 2.15, 2.16 and 2.17 to the 

  

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same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) above of this Section 9.04. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender, provided, such Participant shall be subject to Section 2.18(c) as though it were a Lender. 
 (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to
the benefits of Section 2.17 to the extent such Participant fails to comply with Section 2.17(e) as though it were a Lender. 
 (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 (i) any pledge or assignment to secure obligations to a Federal Reserve
Bank, (ii) the case of any Lender that is a Fund, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender including to any trustee for, or any other representative of, such holders and in each case,
this Section 9.04 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. 
 (e) The Borrower, upon receipt of written notice from the relevant Lender,
agrees to issue promissory notes (the “Notes”) to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. 
 (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without
the consent of the Borrower or the Administrative Agent. Each of Holdings, the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other person in instituting against a
Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto and each Loan Party for any loss, cost, damage or expense arising out of
its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. 
 (g) If the Borrower wishes to
replace the Loans or Commitments under any Facility with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders under such
Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced, to (i) require the Lenders under such Facility to assign such Loans or Commitments to the Administrative Agent or its designees and
(ii) amend the terms thereof in accordance with Section 9.08 (with such replacement, if applicable, being deemed to have been made pursuant to Section 9.08(d)). Pursuant to any such assignment, all Loans and 

  

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Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans
were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower), accompanied by payment of any accrued interest and fees thereon and any other amounts owing pursuant to
 Section 9.05(b). By
receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans or Commitments under such Facility pursuant to the terms of the form of Assignment and Acceptance attached hereto as
Exhibit A, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this paragraph (g) are intended to facilitate the maintenance of the perfection and priority of existing
security interests in the Collateral during any such replacement. 
 (h) Notwithstanding the foregoing, no assignment may be made or
participation sold to an Ineligible Institution without the prior written consent of the Borrower. 
 SECTION 9.05. Expenses;
Indemnity. (a) The Borrower agrees to pay (i) all reasonable out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent in connection with the preparation of this Agreement and the other Loan Documents, or by
the Administrative Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent
incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with the administration of this Agreement
and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be consummated), including the reasonable fees, charges and disbursements of Fried, Frank, Harris,
Shriver & Jacobson LLP, counsel for the Administrative Agent and the Joint Lead Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses
(including Other Taxes) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the
Letters of Credit issued hereunder, including the fees, charges and disbursements of counsel for the Administrative Agent (including any special and local counsel). 
 (b) The Borrower agrees to indemnify the Administrative Agent, the Agents, the Joint Lead Arrangers, the Joint-Bookrunners, each Issuing Bank, each Lender, each of their respective Affiliates and each of their
respective directors, officers, employees, agents, trustees and advisors (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable counsel fees, charges and disbursements (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction) (except the allocated costs of in-house counsel), incurred by or asserted
against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or
(iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a 

  

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party thereto, and regardless of whether any of the foregoing is raised or initiated by a third party or Holdings, the Borrower or any other Loan Party or
any Subsidiary; 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 final, non-appealable judgment of a court of
competent jurisdiction to have resulted from the (1) gross negligence, bad faith or willful misconduct of such Indemnitee (for purposes of this proviso only, each of the Administrative Agent, any Joint Lead Arranger, any Issuing Bank or any
Lender shall be treated as several and separate Indemnitees, but each of them together with its respective directors, officers, employees, agents or trustees shall be treated as a single Indemnitee) or (2) any material breach of any Loan
Document by such Indemnitee. Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses, including reasonable counsel or consultant fees, charges and disbursements (limited to not more than one counsel, plus, if necessary, one local counsel per jurisdiction) (except the allocated costs of in-house counsel),
incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any claim related in any way to Environmental Laws and Holdings, the Borrower or any of their Subsidiaries, or (B) any actual
or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any Property; 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 the (1) gross negligence, bad faith or willful misconduct of such Indemnitee or (2) any material
breach of any Loan Document by such Indemnitee (for purposes of this proviso only, each of the Administrative Agent, any Joint Lead Arranger, any Issuing Bank or any Lender shall be treated as several and separate Indemnitees, but each of them
together with its respective directors, officers, employees, agents or trustees shall be treated as a single Indemnitee). None of the Indemnitees (or any of their respective Affiliates) shall be responsible or liable to Holdings, the Borrower or any
of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities or the Transactions. The provisions of this
Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be
payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested. 
 (c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to
Taxes. 
 (d) To the fullest extent permitted by applicable law, Holdings and the Borrower shall not assert, and hereby waive, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated 

  

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hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby. 
 (e) The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent,
any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement. 
 SECTION 9.06. Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by
such Lender or such Issuing Bank to or for the credit or the account of Holdings (prior to a Qualified IPO), the Borrower or any Subsidiary against any of and all the obligations of Holdings (prior to a Qualified IPO) or the Borrower now or
hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document
and although the obligations may be unmatured. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may
have. 
 SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET
FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.

 SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any 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, each Issuing Bank 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 any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or
any other Loan Party in any case shall entitle such person to any other or further notice or demand in similar or other circumstances. 
  

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 (b) Neither this Agreement nor any other Loan Document nor any provision hereof or
thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings (prior to a Qualified IPO), the Borrower
and the Required Lenders, and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent (or, in the case of any Security Documents, the
Collateral Agent if so provided therein) and consented to by the Required Lenders; provided, however, that no such agreement shall: 
 (i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond
the Revolving Facility Maturity Date, without the prior written consent of each Lender directly affected thereby, except as provided in Section 2.05(c); provided, that any amendment to the financial covenant definitions in this Agreement
shall not constitute a reduction in the rate of interest for purposes of this clause (i), 
 (ii) increase or extend the
Commitment of any Lender or decrease the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants,
Defaults or Events of Default or of a mandatory reduction in the aggregate Commitments shall not constitute an increase of the Commitments of any Lender), 
 (iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due,
without the prior written consent of each Lender adversely affected thereby, 
 (iv) amend the provisions of Section 5.02
of the Collateral Agreement in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby, 
 (v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority
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 prior written consent of each
Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same
basis as the Loans and Commitments are included on the Closing Date), 
 (vi) release all or substantially all the Collateral
or release any of Holdings (prior to a Qualified IPO), the Borrower or all or substantially all of the 

  

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Subsidiary Loan Parties from their respective Guarantees under the Collateral Agreement, unless, in the case of a Subsidiary Loan Party, all or substantially
all the Equity Interests of such Subsidiary Loan Party is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender; 
 (vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of
Lenders participating in any Facility differently from those of Lender participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may
waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); 
 provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or an Issuing Bank
hereunder without the prior written consent of the Administrative Agent or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by
this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender. 
 (c)
Without the consent of the Syndication Agent, the Documentation Agent or any Joint Lead Arranger or Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by
any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any
Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the
security interests therein comply with applicable law. 
 (d) Notwithstanding the foregoing, this Agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the 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 Term Loans and the Revolving Facility Loans and the accrued interest and fees in
respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. 
 (e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent to the extent necessary to integrate any Incremental Term Loan
Commitments or Incremental Revolving Facility Commitments on substantially the same basis as the Term Loans or Revolving Facility Loans, as applicable. 
  

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 SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any
time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith,
or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such
Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the Maximum Rate; provided, that such excess amount shall be paid to
such Lender or such Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation. 
 SECTION 9.10. Entire
Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or
representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of
this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents. 
 SECTION 9.11. 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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. 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 AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

 SECTION 9.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan
Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 9.13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of
which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other 

  

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electronic transmission pursuant to procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original.

 SECTION 9.14. 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 are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court
or federal court of the United States of America sitting in New York City, and any appellate court from any thereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the
other Loan Documents, 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 shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any
jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be
inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding
brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from
asserting or seeking the same in the New York Courts. 
 (b) Each of the parties hereto 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 the other Loan Documents in any New York
State or federal court. 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. 
 SECTION 9.16. Confidentiality. Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any
information relating to Holdings, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, the Borrower or any Subsidiary (other than information that (a) has become generally available to the public other than as a result
of a disclosure by such party in violation of this Section 9.16, (b) has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section 9.16 or (c) was available to such Lender, such
Issuing Bank or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to Holdings, the Borrower or any other Loan Party) and shall not reveal the same other than to its directors, trustees,
officers, employees and advisors with a need to know or to any person that 

  

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approves or administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in
accordance with this Section 9.16), except: (A) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities
exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory
authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (C) to its parent companies, Affiliates or auditors (so long as each such person shall have been instructed to
keep the same confidential in accordance with this Section 9.16), (D) in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any pledgee under Section 9.04(d) or any other prospective assignee of, or
prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section 9.16 or agree to other confidentiality provisions no less
restrictive than those of this Section 9.16) and (F) to any direct or indirect contractual counterparty in Swap Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or
professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 9.16 or agree to other confidentiality provisions no less restrictive than those of this Section 9.16)). 
 SECTION 9.17. Platform; Borrower Materials. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead
Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks
or another similar electronic system (the “Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the
Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and
that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower
Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Bank and the Lenders to treat such Borrower Materials as either publicly available information or not material
information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws, (iii) all Borrower Materials marked “PUBLIC” are permitted to
be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public Investor.” 
 SECTION 9.18. Release of
Liens and Guarantees. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party to a person that is not (and is
not required to become) a Loan Party in a transaction not prohibited by Section 6.05, any Liens created by any Loan Document in respect of such Equity Interests or assets shall be automatically released and the Administrative Agent shall
promptly (and the Lenders hereby 

  

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authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by Holdings or the Borrower and at the
Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party in a transaction permitted by
Section 6.05 (including through merger, consolidation, amalgamation or otherwise) and as a result of which such Subsidiary Loan Party would cease to be a Subsidiary, such Subsidiary Loan Party’s obligations under the Loan Documents shall
be automatically terminated and the Administrative Agent shall promptly (and the Lender hereby authorizes the Administrative Agent to) take such action and execute such documents as may be reasonably requested by Holdings or the Borrower to
terminate such Subsidiary Loan Party’s obligations under the Loan Documents. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by Holdings or the Borrower and at the Borrower’s expense to
terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations) are paid in full and all Letters of Credit and Commitments are terminated. In addition, immediately
prior to the consummation of a Qualified IPO, the Guarantee incurred by Holdings of the Obligations and any related security and/or pledge arrangements shall automatically terminate (but shall automatically be reinstated in the event that such
Qualified IPO is not consummated). Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of Holdings shall no longer be deemed to be made once such Equity Interests or
asset is so conveyed, sold, leased, assigned, transferred or disposed of. 
 SECTION 9.19. Judgment Currency. If, for the purposes of
obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or
the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of
this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent
may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in
the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the person to whom such obligation was owing against such loss. If the amount of the Agreement
Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other person who may be entitled thereto under
applicable law). 
 SECTION 9.20. USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to 

  

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obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. 
 [Signature Pages Follow] 
  

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

			
	NORANDA ALUMINUM HOLDING CORPORATION
		
	By:	 	 /s/ Richard J. Anderson

		 	Name: Richard J. Anderson
		 	Title: Chief Financial Officer
	
	NORANDA ALUMINUM ACQUISITION CORPORATION
		
	By:	 	 /s/ Richard J. Anderson

		 	Name: Richard J. Anderson
		 	Title: Chief Financial Officer


  

 Credit Agreement Signature Page 









			
	MERRILL LYNCH CAPITAL CORPORATION
	as Administrative Agent and as a Lender
		
	By:	 	 /s/ David B. Stith

		 	Name: David B. Stith
		 	Title: Vice President


  

 Credit Agreement Signature Page 









			
	CITIBANK, N.A.,
	as Syndication Agent, Issuing Bank and as a Lender
		
	By:	 	 /s/ Michael Zicari

		 	Name: Michael Zicari
		 	Title: Vice President and Managing Director


  

 Credit Agreement Signature Page 









			
	 GOLDMAN SACHS CREDIT PARTNERS L.P.,
 as
Co-Documentation Agent and as a Lender

		
	By:	 	 /s/ Bruce H. Mendelsohn

		 	Name: Bruce H. Mendelsohn
		 	Title:


  

 Credit Agreement Signature Page 









			
	UBS SECURITIES LLC,
	as Co-Documentation Agent
		
	By:	 	 /s/ Richard L. Tavrow

		 	Name: Richard L. Tavrow
		 	 Title: Director, Banking Products
 Services,
US

		
	By:	 	 /s/ David B. Julie

		 	Name: David B. Julie
		 	Title: Associate Director, Banking Products Services, US
	
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	 /s/ Richard L. Tavrow

		 	Name: Richard L. Tavrow
		 	 Title: Director, Banking Products
 Services,
US

		
	By:	 	 /s/ David B. Julie

		 	Name: David B. Julie
		 	Title: Associate Director, Banking Products Services, US


  

 Credit Agreement Signature Page 









			
	Mizuho Corporate Bank, Ltd.,
	as a Lender
		
	By:	 	 /s/ James R. Fayen

		 	Name: James R. Fayen
		 	Title: Deputy General Manager


  

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	Fifth Third Bank,
	as Issuing Bank and as a Lender
		
	By:	 	 /s/ Martin H. McGuinty

		 	Name: Martin H. McGuinty
		 	Title: Vice President


  

 Credit Agreement Signature Page