Exhibit 10.1





 


Execution
VERSION


 


$2,500,000,000


 


CREDIT AGREEMENT



 


dated as of


 


October 22, 2021


 


among


 


The Estée Lauder Companies Inc.,


 




The Eligible Subsidiaries From Time to Time Party Hereto,


 


The Lenders From Time to Time Party Hereto,


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent


 


 


BNP Paribas,

Citibank, N.A.,


Bank of America, N.A.

and

MUFG Bank, Ltd.,

as Syndication Agents


 


 





 



 


JPMorgan Chase Bank, N.A.,

BNP Paribas Securities Corp.,

BofA Securities, Inc.,


Citibank, N.A.

and

MUFG Bank, Ltd.,


as Joint Bookrunners and Joint Lead Arrangers


 




     


     


    





 


TABLE OF CONTENTS


 


Page


 


Article 1


Definitions


 


	Section 1.01
    .	Definitions	1
	Section 1.02
    .	Accounting Terms and Determinations	34
	Section 1.03
    .	 Types of Borrowing	35
	Section 1.04
    .	Terms Generally	35
	Section 1.05
    .	Interest Rates	35
	Section 1.06	Divisions	36




 


Article 2


The
Credits


 


	Section 2.01
    .	Commitments To Lend	36
	Section 2.02
    .	Notice of Borrowing	37
	Section 2.03
    .	[Reserved]	37
	Section 2.04
    .	Notice To Lenders; Funding of Loans	37
	Section 2.05
    .	Evidence Of Debt	38
	Section 2.06
    .	Maturity of Loans	39
	Section 2.07
    .	Interest Rates	39
	Section 2.08
    .	Fees	40
	Section 2.09
    .	Optional Termination or Reduction of Commitments	41
	Section 2.10
    .	Method of Electing Interest Rates	41
	Section 2.11
    .	Mandatory Termination of Commitments	43
	Section 2.12
    .	Optional Prepayments	44
	Section 2.13
    .	Determining Dollar Amounts of Alternative Currency Loans; Related Mandatory Prepayments	44
	Section 2.14
    .	 General Provisions as to Payments	45
	Section 2.15
    .	Funding Losses	46
	Section 2.16	Computation of Interest and Fees	47
	Section 2.17
    .	[Reserved]	47
	Section 2.18
    .	Regulation D Compensation	47
	Section 2.19
    .	Letters of Credit	48
	Section 2.20
    .	Defaulting Lenders	53
	Section 2.21
    .	Incremental Increase in Commitments	57
	Section 2.22
    .	Termination Date Extension	57




 


Article 3


Conditions


 


	Section 3.01
    .	Closing	58
	Section 3.02
    .	 Borrowings and Issuances of Letters of Credit	60



 






    i


     


    


 


	Section 3.03
    .	 First Borrowing by Each Eligible Subsidiary	61
	Section 3.04
    .	Existing Credit Agreement	61




 


Article 4


Representations
And Warranties


 


	Section 4.01
    .	Corporate Existence and Power	62
	Section 4.02
    .	 Corporate and Governmental Authorization; No Contravention	62
	Section 4.03
    .	Binding Effect	62
	Section 4.04
    .	Financial Information	63
	Section 4.05
    .	Litigation	63
	Section 4.06
    .	Compliance with ERISA	63
	Section 4.07
    .	Environmental Matters	63
	Section 4.08
    .	Taxes	64
	Section 4.09
    .	Subsidiaries	64
	Section 4.10
    .	Regulatory Restrictions on Borrowing	64
	Section 4.11
    .	Full Disclosure	64
	Section 4.12
    .	 Anti-Corruption Laws and Sanctions	65




 


Article 5


Covenants


 


	Section 5.01
    .	 Information	65
	Section 5.02
    .	Payment of Obligations	67
	Section 5.03
    .	 Insurance	68
	Section 5.04
    .	 Conduct of Business and Maintenance of Existence	68
	Section 5.05
    .	 Compliance with Laws	68
	Section 5.06
    .	 Inspection of Property, Books and Records	68
	Section 5.07
    .	Mergers and Sales of Assets	69
	Section 5.08
    .	Use of Proceeds	69
	Section 5.09
    .	Negative Pledge	69
	Section 5.10
    .	Debt of Subsidiaries	71
	Section 5.11
    .	Transactions with Affiliates	71




 


Article 6


Defaults


 


	Section 6.01
    .	 Events of Default	71
	Section 6.02
    .	Notice of Default	73
	Section 6.03
    .	 Application of Proceeds	73




 


Article 7


The
Administrative Agent


 


	Section 7.01
    .	Appointment and Authorizations	75
	Section 7.02
    .	Agents and Affiliates	75



 






    ii


     


    

 


	Section 7.03
    .	Action by Agents	76
	Section 7.04
    .	Consultation with Experts	76
	Section 7.05
    .	Delegation of Duties	77
	Section 7.06
    .	Indemnification	77
	Section 7.07
    .	Resignation of Administrative Agent	77
	Section 7.08
    .	Administrative Agent’s Fees	78
	Section 7.09
    .	Other Agents Not Liable	78
	Section 7.10
    .	Credit Decision	78
	Section 7.11
    .	Posting of Communications	80
	Section 7.12
    .	Certain ERISA Matters	82




 


Article 8


Change
In Circumstances


 


	Section 8.01
    .	Alternate Rate of Interest	84
	Section 8.02
    .	Illegality	88
	Section 8.03
    .	Increased Cost and Reduced Return	89
	Section 8.04
    .	Taxes	90
	Section 8.05
    .	Base Rate Loans Substituted for Affected Loans	94
	Section 8.06
    .	Substitution of Lenders	95




 


Article 9


Representations
and Warranties of Eligible Subsidiaries


 


	Section 9.01
    .	Corporate Existence and Power	95
	Section 9.02
    .	Corporate Governmental Authorization; No Contravention	96
	Section 9.03
    .	Binding Effect	96




 


Article 10


Miscellaneous


 


	Section 10.01
    .	Notices	96
	Section 10.02
    .	No Waivers	97
	Section 10.03
    .	Expenses; Limitation of Liability; Indemnification	97
	Section 10.04
    .	Sharing of Set-Offs	99
	Section 10.05
    .	Amendments and Waivers	99
	Section 10.06
    .	Successors and Assigns	100
	Section 10.07
    .	Collateral	104
	Section 10.08
    .	Governing Law, Submission to Jurisdiction	104
	Section 10.09
    .	Service of Process	105
	Section 10.10
    .	Counterparts; Integration; Effectiveness; Electronic Execution	105
	Section 10.11
    .	WAIVER OF JURY TRIAL	106
	Section 10.12
    .	Confidentiality	107
	Section 10.13
    .	Conversion of Currencies	108
	Section 10.14
    .	European Economic and Monetary Union	108



 






    iii


     


    

 


	Section 10.15
    .	 USA Patriot Act	109
	Section 10.16
    .	 Acknowledgement and Consent to Bail-in of Affected Financial Institutions	109
	Section 10.17
    .	Right of Setoff	110
	Section 10.18
    .	No Fiduciary Duty	110
	Section 10.19	Acknowledgement Regarding Any Supported QFCs	110
	Section 10.20	Interest Rate Limitation	111




 


Article 11


Guaranty


 


	Section 11.01
    .	The Guaranty	111
	Section 11.02
    .	Guaranty Unconditional	112
	Section 11.03
    .	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	113
	Section 11.04
    .	 Waiver by the Company	113
	Section 11.05
    .	 Subrogation	113
	Section 11.06
    .	 Stay of Acceleration	113
	Section 11.07
    .	 Limitation of Liability	113




 


Commitment Schedule


Pricing Schedule


Schedule 2.19 – Issuing Lenders


Schedule 4.05 – Litigation


 


EXHIBIT A               Note


EXHIBIT B               [Reserved]


EXHIBIT C               Assignment
and Assumption Agreement


EXHIBIT D               Election
to Participate


EXHIBIT E                Election
to Terminate


 




    iv


     


    


 


CREDIT AGREEMENT dated as of October 22, 2021
among THE ESTÉE LAUDER COMPANIES INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS listed on the signature pages hereof,
and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The parties hereto agree as follows:


 


Article 1

Definitions


 


Section 1.01. Definitions. The following
terms, as used herein, have the following meanings:


 


“Adjusted Daily Simple RFR”
means, (i) with respect to any RFR Borrowing denominated in Sterling, an interest rate per annum equal to (a) the Daily Simple
RFR for Sterling, plus (b) 0.0326% and (ii) with respect to any RFR Borrowing denominated in Swiss Francs, an interest rate
per annum equal to the Daily Simple RFR for Swiss Francs; provided that if the Adjusted Daily Simple RFR Rate as so determined
would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted Daily Simple SOFR”
means an interest rate per annum equal to (a) Daily Simple SOFR, plus (b) 0.10%; provided that if the Adjusted Daily
Simple SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of
this Agreement.


 


“Adjusted EURIBOR Rate” means,
with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the
EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR
Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted Term SOFR Rate” means,
with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the
Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less
than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 


“Adjusted TIBOR Rate” means,
with respect to any Term Benchmark Borrowing denominated in Yen for any Interest Period, an interest rate per annum equal to (a) the
TIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted TIBOR Rate
as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.


 






    


     


    

 


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


 


“Administrative Questionnaire”
means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to
the Administrative Agent (with a copy to the Company) duly completed by such Lender.


 


“Affected Financial Institution”
means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate” means (i) any
Person that directly, or indirectly through one or more intermediaries, controls the Company (a “Controlling Person”)
or (ii) any Person (other than the Company or a Subsidiary) which is controlled by or is under common control with a Controlling
Person. As used herein, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Affiliate Transaction” has
the meaning set forth in ‎Section 5.11.


 


“Agreed Currencies” means Dollars
and each Alternative Currency.


 


“Agreement” means this Credit
Agreement.


 


“Alternative Currencies” means
Sterling, Euros, Yen and Swiss Francs.


 


“Alternative Currency Sublimit”
means a Dollar Amount equal to $750,000,000.


 


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


 


“Applicable Agent” means, (a) with
respect to a Loan or Borrowing denominated in Dollars, the Administrative Agent, or (b) with respect to a Loan or Borrowing denominated
in any Alternative Currency, the Administrative Agent (including its affiliates or branches) or such other Person as may be agreed upon
by the Company and the Administrative Agent and designated in a notice delivered to the Lenders.


 


“Applicable Lending Office”
means, with respect to any Lender, (i) in the case of its Base Rate Loans, its Domestic Lending Office or (ii) in any other
case, such other office as a Lender may from time to time notify the Company and the Administrative Agent for Loans of the particular
type or currency, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate.


 






    2


     


    

 


“Approved Electronic Platform”
has the meaning set forth in Section 7.11.


 


“Approved Fund” means any Fund
that is administered or managed by (i) a Lender, (ii) an affiliate of a Lender or (iii) an entity or an affiliate of an
entity that administers or manages a Lender.


 


“Assignee” has the meaning set
forth in ‎Section 10.06(c).


 


“Available Commitment” means,
with respect to any Lender at any time, an amount equal to such Lender’s Commitment at such time minus such Lender’s Outstanding
Amount at such time.


 


“Available Tenor” means, as
of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such
Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as
applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any
frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of
doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of
 ‎Section 8.01.


 


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


 


“Bail-In Legislation” means
(a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to
time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United
Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating
to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through
liquidation, administration or other insolvency proceedings).


 


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


 






    3


     


    

 


“Base
Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the
NYFRB Rate in effect on such day plus 1⁄2 of 1% and (iii) the Adjusted Term SOFR Rate for a one month Interest Period as published
two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business
Day), plus 1%. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective
from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If
the Base Rate is being used as an alternate rate of interest pursuant to Section 8.01 (for the avoidance of doubt, only until the
Benchmark Replacement has been determined pursuant to 8.01(b)), then the Base Rate shall be the greater of clauses (i) and (ii) above
and shall be determined without reference to clause (iii) above. For the avoidance of doubt, if the Base Rate as so determined would
be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Base Rate Loan” means (i) a
Loan denominated in Dollars which bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest
Rate Election, (ii) a Loan which bears interest at the Base Rate pursuant to the provisions of ‎Section 8.01 or (iii) an
overdue amount which was a Base Rate Loan immediately before it became overdue.


 


“Benchmark” means, initially,
with respect to any (i) RFR Loan, the applicable Relevant Rate for the applicable Agreed Currency or (ii) Term Benchmark Loan,
the Relevant Rate for the applicable Agreed Currency; provided that if a Benchmark Transition Event, and the related Benchmark Replacement
Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to clause (b) of ‎Section 8.01.


 






    4


     


    

 


“Benchmark Replacement” means,
for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the
applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency, “Benchmark
Replacement” shall mean the alternative set forth in (2) below:


 


(1)         in
the case of any Loan denominated in Dollars, the Adjusted Daily Simple SOFR;


 


(2)         the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Company as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit
facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement
Adjustment;


 


If the Benchmark Replacement as determined pursuant
to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes
of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment,
or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected
by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
syndicated credit facilities denominated in the applicable Agreed Currency at such time.


 






    5


     


    

 



 


“Benchmark Replacement Conforming
Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan denominated in Dollars, any
technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of
 “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “RFR
Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments
of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the
applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent, in
consultation with the Borrower, decides may be appropriate to reflect the adoption and implementation of such Benchmark and to
permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the
Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the
Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of
administration as the Administrative Agent, in consultation with the Borrower, decides is reasonably necessary in connection with
the administration of this Agreement and the other Loan Documents).


 


“Benchmark Replacement Date”
means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:


 


(1)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined
by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark
(or such component thereof) continues to be provided on such date.


 


For the avoidance of doubt, (i) if the event
giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 






    6


     


    

 


“Benchmark Transition Event”
means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:


 


(1) a public statement or publication of information
by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such
administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available
Tenor of such Benchmark (or such component thereof);


 


(2) a public statement or publication of information
by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the
Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark,
an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority
over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or
such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or
indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
any Available Tenor of such Benchmark (or such component thereof); or


 


(3) a public statement or publication of information
by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing
that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer
be, representative.


 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the
calculation thereof).


 


“Benchmark Unavailability Period”
means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to
clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with ‎Section 8.01 and (y) ending at the
time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with ‎Section 8.01.


 






    7


     


    

 


“Beneficial Ownership Certification”
means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


 


“Beneficial Ownership Regulation”
means 31 C.F.R. § 1010.230.


 


“Benefit Arrangement” means
at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA Group.


 


“Benefit Plan” means any of
(a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes
of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets
of any such “employee benefit plan” or “plan”.


 


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


 


“Borrower” means the Company
or any Eligible Subsidiary, as the context may require, and their respective successors, and “Borrowers” means all
of the foregoing. When used in relation to any Loan or Letter of Credit, references to “the Borrower” are to the particular
Borrower to which such Loan is or is to be made or at whose request such Letter of Credit is or is to be issued.


 


“Borrowing” has the meaning
set forth in ‎Section 1.03.


 


“Business Day” means, any day
(other than a Saturday or a Sunday) on which banks are open for business in New York City or Chicago; provided that, (a) in relation
to Loans denominated in Yen and in relation to the calculation or computation of TIBOR, the term “Business Day” shall mean,
any day (other than a Saturday or a Sunday) on which banks are open for business in Japan, (b) in relation to Loans denominated in
Euros and in relation to the calculation or computation of EURIBOR, the term “Business Day” shall mean, any day which is a
TARGET Day and (c) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any
such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, the term “Business Day” shall mean
any such day that is only an RFR Business Day.


 






    8


     


    

 


“Capitalized Lease Obligations”
of any Person means obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right
to use) real or personal property, or a combination thereof, which obligations are required under GAAP to be classified and accounted
for as capital leases or financing leases on a balance sheet of such Person. The amount of such obligations will be the capitalized amount
thereof determined in accordance with GAAP, subject to Section 1.02.


 


“Cash Collateralize” means to
pledge and deposit with or deliver to the Administrative Agent, in the case of Letter of Credit Liabilities, for the benefit of each Issuing
Lender and each Lender, as collateral for the Letter of Credit Liabilities, cash or deposit account balances, and “Cash Collateral”
shall refer to such cash or deposit account balances.


 


“CBR Loan” means a Loan that
bears interest at a rate determined by reference to the Central Bank Rate.


 


“CBR Spread” means the Applicable
Margin, applicable to such Loan that is replaced by a CBR Loan.


 


“Central Bank Rate” means, the
greater of (i) (A) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank
Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three
rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations
of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing
operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto)
from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published
by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central
banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time,
(c) Yen, the “short-term prime rate” as publicly announced by the Bank of Japan (or any successor thereto) from time
to time and (d) Swiss Francs, the policy rate of the Swiss National Bank (or any successor thereto) as published by the Swiss National
Bank (or any successor thereto) from time to time plus (B) the applicable Central Bank Rate Adjustment; and (ii) the Floor.


 






    9


     


    

 


“Central Bank Rate Adjustment”
means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value
or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the
EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable during
such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such
period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average
of the Adjusted Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA
was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period
of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such
period, (c) Swiss Francs, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average
of the Adjusted Daily Simple RFR for Swiss Franc Borrowings for the five most recent RFR Business Days preceding such day for which SARON
was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period
of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Swiss Francs in effect on the last RFR Business Day in
such period and (d) Yen, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average
of the Adjusted TIBOR Rate for the five most recent Business Days preceding such day for which the TIBOR Screen Rate was available (excluding,
from such averaging, the highest and the lowest Adjusted TIBOR Rate applicable during such period of five Business Days) minus (ii) the
Central Bank Rate in respect of Yen in effect on the last Business Day in such period. For purposes of this definition, (x) the term
Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) each of the EURIBOR Rate
and the TIBOR Rate on any day shall be based on the EURIBOR Screen Rate or the TIBOR Screen Rate, as applicable, on such day at approximately
the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.


 


“Change of Control” means (i) the
acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) other than
the Lauder Family Members, of equity interests representing more than 50% of the aggregate ordinary voting power represented by the issued
and outstanding equity interests of the Company; (ii) occupation of a majority of the seats (other than vacant seats) on the board
of directors of the Company by persons who were neither (x) nominated by the board of directors of the Company nor (y) appointed
by directors so nominated; or (iii) the acquisition of direct or indirect control of the Company by any person or group other than
the Lauder Family Members.


 






    10


     


    

 


“Change
in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on
which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty,
(b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental
Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force
of law) by any Governmental Authority; provided, however, that notwithstanding anything herein to the contrary, (i) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder,
issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority)
or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law” regardless of the date enacted, adopted, issued or implemented provided that a Lender shall only be entitled to seek
payment pursuant to Section 8.03 attributable to any such deemed Change in Law if such Lender is generally seeking reimbursement
for such costs from similarly situated borrowers under other credit agreements.


 


“Charges” has the meaning set
forth in Section 10.20.


 


“Closing Date” means October 22,
2021 or such later date on which the Administrative Agent shall have received the documents specified in or pursuant to ‎Section 3.01.


 


“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).


 


“Commitment” means (i) with
respect to each Lender, the amount of such Lender’s Commitment, as such amount is set forth opposite the name of such Lender on
the Commitment Schedule, as such Commitment may be increased from time to time pursuant to ‎Section 2.21, (ii) with respect
to any Additional Lender, the amount of the Commitment assumed by it pursuant to ‎Section 2.21, and (iii) with respect to
any Assignee, the amount of the transferor Lender’s Commitment assigned to it pursuant to ‎Section 10.06, in each case
as such amount may be reduced from time to time pursuant to ‎Section 2.09 and ‎Section 2.21 or ‎Section 10.06;
provided that, if the context so requires, the term “Commitment” means the obligation of a Lender to extend
credit up to such amount to the Borrowers hereunder.


 


“Company” means The Estée
Lauder Companies Inc., a Delaware corporation, and its successors.


 


“Consolidated Subsidiary” means
at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Company in its consolidated financial
statements if such statements were prepared as of such date.


 






    11


     


    

 


“Consolidated Tangible Net Worth”
means at any date the consolidated stockholders’ equity of the Company and its Consolidated Subsidiaries (excluding for this purpose
any amount attributable to stock which is required to be redeemed, or is redeemable at the option of the holder, if certain events or
conditions occur or exist or otherwise) less their consolidated Intangible Assets, all determined as of such date. For purposes of this
definition, “Intangible Assets” means the amount (to the extent reflected in determining such consolidated stockholders’
equity) of (i) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of assets of a going
concern business made within twelve months after the acquisition of such business) subsequent to June 30, 2021 in the book value
of any asset owned by the Company or a Consolidated Subsidiary, (ii) all investments in unconsolidated Subsidiaries and all equity
investments in Persons which are not Subsidiaries and (iii) all unamortized debt discount and expense, unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry-forwards, copyrights, organization
or developmental expenses and other intangible assets.


 


“Corresponding Tenor” with respect
to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the
same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered Entity” means any of
the following:


 


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


 


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


 


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


 


“Covered Party” has the meaning
assigned to it in ‎Section 10.19.


 


“Credit
Contact” means such Person designated in the Administrative Questionnaire or other notice provided to the Administrative Agent
by an Assignee in accordance with ‎Section 10.06(c).


 


“Customary Permitted Liens”
means:


 


(a)            carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary
course of business;


 


(b)            permits,
servitudes, licenses, easements, rights-of-way, restrictions and other similar encumbrances imposed by applicable law or incurred in the
ordinary course of business or minor imperfections in title to real property that do not in the aggregate materially interfere with the
ordinary conduct of the business of the Company and its Subsidiaries taken as a whole;


 






    12


     


    

 


(c)            leases,
licenses, subleases or sublicenses of assets (including, without limitation, with respect to real property and intellectual property rights)
granted to others that do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries
taken as a whole;


 


(d)            pledges
or deposits made in the ordinary course of business or statutory Liens imposed in connection with worker’s compensation, unemployment
insurance or other types of social security or pension benefits or Liens incurred or pledges or deposits made to secure the performance
of bids, tenders, sales, contracts (other than for the repayment of borrowed money), statutory obligations, and surety, appeal, customs
or performance bonds and similar obligations, or deposits as security for contested taxes or import or customs duties or for the payment
of rent, in each case incurred in the ordinary course of business;


 


(e)            Liens
arising from UCC financing statement filings (or similar filings) regarding or otherwise arising under leases entered into by the Company
or any of its Subsidiaries;


 


(f)             any
Lien arising out of claims under a judgment or award rendered or claim filed so long as such judgments, awards or claims do not constitute
an Event of Default;


 


(g)            any
Lien consisting of rights reserved to or vested in any Governmental Authority by any statutory provision;


 


(h)            Liens
created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts
held at such banks or financial institutions or over investment property held in a securities account, as the case may be, to facilitate
the operation of cash pooling and/or interest set-off arrangements in respect of such bank accounts or securities accounts in the ordinary
course of business; and


 


(i)             Liens
securing Debt or other obligations of a Subsidiary owing to the Company.


 


“Daily Simple RFR” means, for
any day (an “RFR Interest Day”), an interest rate per annum equal to for any RFR Loan denominated in (i) Sterling,
SONIA for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day
or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day and
(ii) Swiss Francs, SARON for the day that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day,
such RFR Interest Day or (B) if such RFR Interest Day is not an RFR Business Day, the Business Day immediately preceding such RFR
Interest Day.


 






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“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that
is five (5) RFR Business Days prior to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if
such SOFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR
is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR
shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.


 


“Debt” of any Person means at
any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price
of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all Capitalized Lease Obligations
of such Person, (v) all non-contingent obligations (and, for purposes of the definitions of Material Debt and Material Financial
Obligations, all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter
of credit, surety bond or similar instrument, (vi) all Debt secured by a Lien on any asset of such Person, whether or not such Debt
is otherwise an obligation of such Person and (vii) all Debt of others Guaranteed by such Person.


 


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


 


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


 






    14


     


    

 


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


 


“Derivatives Obligations” of
any Person means all obligations of such Person in respect of any rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction,
currency option or any other similar transaction (including any option with respect to any of the foregoing transactions) or any combination
of the foregoing transactions.


 


“Dollar Amount” means, at any
time:


 


(i)             with
respect to any Loan denominated in dollars, the principal amount thereof then outstanding;


 


(ii)            with
respect to any Loan denominated in an Alternative Currency, the equivalent in dollars of the principal amount thereof then outstanding
in the relevant Alternative Currency, determined by the Administrative Agent using the Exchange Rate with respect to the relevant currency
then in effect; and


 


(iii)           with
respect to any Letter of Credit Liabilities, (A) if denominated in Dollars, the amount thereof and (B) if denominated in an
Alternative Currency, determined by the Administrative Agent using the Exchange Rate with respect to the relevant currency then in effect.


 


“dollars”, “Dollars”
and the sign “$” mean lawful currency of the United States.


 






    15


     


    

 


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


 


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


 


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


 


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


 


“Election to Participate” means
an Election to Participate substantially in the form of Exhibit D hereto.


 


“Election to Terminate” means
an Election to Terminate substantially in the form of Exhibit E hereto.


 


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


 


“Eligible Subsidiary” means
Estée Lauder BV and any Wholly-Owned Consolidated Subsidiary, as to which an Election to Participate shall have been delivered
to the Administrative Agent and as to which an Election to Terminate with respect to such Election to Participate shall not have been
delivered to the Administrative Agent. Each such Election to Participate and Election to Terminate shall be duly executed on behalf of
such Wholly-Owned Consolidated Subsidiary and the Company. If at any time a Subsidiary theretofore designated as an Eligible Subsidiary
no longer qualifies as a Wholly-Owned Consolidated Subsidiary, the Company shall cause to be delivered to the Administrative Agent an
Election to Terminate terminating the status of such Subsidiary as an Eligible Subsidiary. The delivery of an Election to Terminate shall
not affect any obligation of an Eligible Subsidiary theretofore incurred or the guaranty thereof by the Company. The Administrative Agent
shall promptly give notice to the Lenders of the receipt of any Election to Participate or Election to Terminate.


 






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“Environmental
Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, legally binding agreements
and other governmental restrictions relating to the environment, or to emissions, discharges or releases of pollutants, contaminants or
Hazardous Substances into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants
or Hazardous Substances or the clean-up or other remediation thereof.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended, or any successor statute.


 


“ERISA Group” means the Company,
any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.


 


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


 


“EURIBOR Rate” means, with respect
to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate, two TARGET Days prior to the
commencement of such Interest Period.


 


“EURIBOR Screen Rate” means
the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration
of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01
of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of
such other information service which publishes that rate from time to time in place of Thomson Reuters as published at approximately 11:00
a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available,
the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Company.


 


“Euro” means the single currency
of the Participating Member States of the European Union.


 


“Event of Default” has the meaning
set forth in ‎Section 6.01.


 






    17


     


    

 


“Exchange Rate” means, on any
day, with respect to any Alternative Currency, the rate at which such Alternative Currency may be exchanged into dollars (and, for purposes
of any provision of this Agreement requiring or permitting the conversion of Loans denominated in an Alternative Currency to Loans denominated
in dollars, the rate at which dollars may be exchanged into the applicable Alternative Currency), as set forth at or about 9:00 a.m.,
New York City time, or at or about 11:00 a.m., London time, on such date on the relevant Bloomberg page displaying the rate of exchange
for that currency into dollars. In the event that such rate does not appear on any Bloomberg page, the Exchange Rate shall be determined
by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent,
the Applicable Agent with respect to such currency and the Company, or, in the absence of such agreement, such Exchange Rate shall instead
be the arithmetic average of the spot buying and selling rates of exchange of such Applicable Agent in the market where its foreign currency
exchange operations in respect of such currency are then being conducted, on or about 11:00 a.m., New York City time, or on or about 11:00
a.m., London time, on such date for the purchase of dollars (or such foreign currency, as the case may be) for delivery two Business Days
later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, such Applicable
Agent, after consultation with the Company and the Administrative Agent, may use any reasonable method it deems appropriate to determine
such rate, and such determination shall be presumed correct absent manifest error.


 


“Existing Credit Agreement”
means the Credit Agreement dated as of October 26, 2018, among the Company, as borrower, the subsidiary borrowers from time to time
party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.


 


“Extending Lender” has the meaning
set forth in Section 2.22(b).


 


“Facility Fee” has the meaning
set forth in ‎Section 2.08.


 


“Facility Fee Rate” has the
meaning set forth in the Pricing Schedule.


 


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


 


“Federal Funds Rate” means,
for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined
in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day
by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Rate as so determined would be less than 0%,
such rate shall be deemed to be 0% for purposes of this Agreement.


 






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


 


“Floor” means 0.00%.


 


“Fund” means any Person (other
than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.


 


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


 


“Governmental Authority” means
any national, state, county, city, town, village, municipal or other government department, commission, board, bureau, agency, authority
or instrumentality of a country or any political subdivision thereof, exercising executive, legislative, judicial, regulatory or administrative
powers of functions of or pertaining to government.


 


“Granting Lender” has the meaning
specified in ‎Section 10.06(h).


 


“Group of Loans” means at any
time a group of Loans consisting of (i) all Loans to the same Borrower which are Base Rate Loans at such time, (ii) all Loans
to the same Borrower which are RFR Loans which are in the same currency at such time, (iii) all Term Benchmark Loans to the same
Borrower which are in the same currency and have the same Interest Period at such time; provided that, if a Loan (other than a
Base Rate Loan) of any particular Lender is converted to or made as a Base Rate Loan pursuant to ‎Article 8, such Loan shall
be included in the same Group or Groups of Loans from time to time as it would have been if it had not been so converted or made.


 


“Guarantee” by any Person means
any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by
agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions
or otherwise) or (ii) entered into for the purpose of assuring in any other manner the holder of such Debt of the payment thereof
or to protect such holder against loss in respect thereof (in whole or in part); provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has
a corresponding meaning.


 






    19


     


    

 


“Guaranty” means the obligations
of the Company set forth in ‎Article 11.


 


“Hazardous
Substances” means any substance, material, or waste defined as “toxic”, “hazardous”, “pollutant”,
 “contaminant”, or words of similar meaning and effect, including petroleum, its derivatives, by-products and other hydrocarbons,
or any substance having any constituent elements displaying any of the foregoing characteristics.


 


“Increased Cost” has the meaning
set forth in Section 10.06(h).


 


“Incremental Commitments” has
the meaning set forth in ‎Section 2.21.


 


“Incremental Commitment Notice”
has the meaning set forth in ‎Section 2.21.


 


“Indemnitee” has the meaning
set forth in ‎Section 10.03(b).


 


“Ineligible Lender” has the
meaning set forth in Section 8.02(b).


 


“Interest Payment Date” means
(a) with respect to any Base Rate Loan, the last day of each March, June, September and December and the Maturity Date,
(b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar month that is
one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of
such month) and (2) the Maturity Date and (c) with respect to any Term Benchmark 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 Term Benchmark Borrowing with an Interest Period of more
than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period, and the Maturity Date.


 


“Interest Period” means with
respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding
day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable
to the relevant Loan or Commitment for any Agreed Currency), as the Company may elect; provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business
Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of
such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 8.01(e) shall be
available for specification in such Notice of Borrowing or Notice of Interest Rate Election. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.


 






    20


     


    

 



 


“Internal Revenue Code” means
the Internal Revenue Code of 1986, as amended.


 


“Issuing Lender” means the Persons
listed on Schedule 2.19 and any other Lender that may agree to issue Letters of Credit hereunder as provided in Section 2.19(h),
in each case in its capacity as an issuer of a Letter of Credit hereunder. An Issuing Lender may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of such Issuing Lender, in which case the term “Issuing Lender” shall include
any such Affiliate with respect to Letters of Credit issued by such Affiliate. When used with respect to a particular Letter of Credit,
 “Issuing Lender” means the Issuing Lender that issued or is issuing such Letter of Credit.


 


“Joint Arrangers” means JPMorgan
Chase Bank, N.A, BNP Paribas Securities Corp, BofA Securities, Inc., Citibank, N.A. and MUFG Bank, Ltd.


 


“Joint Bookrunners” means JPMorgan
Chase Bank, N.A., BNP Paribas Securities Corp., BofA Securities, Inc., Citibank, N.A. and MUFG Bank, Ltd.


 






    21


     


    

 


“Lauder Family Member” means
(i) the estate of Mrs. Estée Lauder, (ii) each descendant of Mrs. Estée Lauder (each such Person, a
 “Lauder Descendant”) and their respective estates, guardians, conservators or committees, (iii) each Family Controlled
Entity, (iv) each Current Spouse of Lauder Descendants and (v) the trustees, in their respective capacities as such, of each
Family Controlled Trust. As used herein, “Family Controlled Entity” means (w) any not-for-profit corporation if
at least a majority of its board of directors is composed of Lauder Descendants and/or Current Spouses of Lauder Descendants, (x) any
other corporation if (i) both (aa) Lauder Descendants and/or Current Spouses of Lauder Descendants (or in the case of subclause (i)(aa)(xx),
their respective estates, guardians, conservators or committees) (xx) hold in the aggregate, directly or indirectly through one or
more wholly owned Persons, securities having ordinary voting power to elect a majority of the board of directors of such corporation or
(yy) constitute a majority of the board of directors of such corporation and (bb) at least a majority of the value of the outstanding
equity of such corporation is owned by Lauder Family Members or (ii) at least 80% of the value of the outstanding equity of such
corporation is owned by Lauder Family Members, (y) any partnership if at least a majority of the value of its partnership interests
(both general and limited) are owned by Lauder Family Members, and (z) any limited liability or similar company if (i) both
(aa) Lauder Descendants and/or Current Spouses of Lauder Descendants (or, in the case of subclause (i)(aa)(xx), their respective estates,
guardians, conservators or committees) (xx) hold in the aggregate, directly or indirectly through one or more wholly owned Persons,
securities or other equity interests having ordinary voting power to elect or appoint at least a majority of the managing members of such
company or (yy) constitute a majority of the managing members of such company and (bb) a majority of the value of such company is owned
by Lauder Family Members or (ii) at least 80% of the value of such company is owned by Lauder Family Members. As used herein, “Family
Controlled Trust” shall mean any trust the primary beneficiaries of which are Lauder Descendants, Spouses of Lauder Descendants
and/or charitable organizations (collectively, “Lauder Beneficiaries”); provided that, if the trust is a wholly
charitable trust, at least a majority of the trustees of such trust consist of Lauder Descendants and/or Current Spouses of Lauder Descendants.
For purposes of the definition of “Family Controlled Trust”, the primary beneficiaries of a trust will be deemed to be Lauder
Beneficiaries if, under the maximum exercise of discretion by the trustee in favor of persons who are neither Lauder Beneficiaries nor
Family Controlled Trusts, the value of the interests of such persons in such trust, computed actuarially, is less than 50%. In determining
the primary beneficiaries of a trust for purposes of the definition of “Family Controlled Trust”, (A) the factors and
methods prescribed in section 7520 of the Internal Revenue Code of 1986, as amended, for use in ascertaining the value of certain interests
shall be used in determining a beneficiary’s actuarial interest in a trust, (B) the actuarial value of the interest in a trust
of any person in whose favor a testamentary power of appointment may be exercised shall be deemed to be zero and (C) in the case
of a trust created by one or more of Mrs. Estée Lauder, Joseph H. Lauder or Lauder Descendants, the actuarial value of the
interest in such trust of any person who may receive trust property only at the termination of the trust and then only in the event that,
at the termination of the trust, there are no living issue of one or more of Mrs. Estée Lauder, Joseph H. Lauder or Lauder
Descendants shall be deemed to be zero. For purposes hereof, (1) “Spouses of Lauder Descendants” means those individuals
who at any time were married to any Lauder Descendant whether or not such marriage is subsequently dissolved by death, divorce, or by
any other means, (2) “Current Spouse of Lauder Descendants” means an individual who is married to a Lauder Descendant,
but only so long as such marriage has not been dissolved by death, divorce or by any other means, (3) the relationship of any person
that is derived by or through legal adoption shall be considered a natural relationship, (4) a minor who is a descendant of Mrs. Estée
Lauder and for whom equity interests are held pursuant to a Uniform Gifts to Minors Act or similar law shall be considered the holder
of such equity interests and the custodian who is the record holder of such equity interests shall not be considered the holder thereof,
(5) an incompetent stockholder of any equity interests whose equity interests are owned or held by a guardian or conservator shall
be considered the holder of such equity interest and such guardian or conservator who is the holder of such equity interests shall not
be considered the holder thereof, (6) any equity interests pledged by a holder thereof as security for any obligation shall be deemed
to be held by such holder unless and until the pledgee of such equity interests has declared a default with respect to such obligation
and has the right (whether or not being presently exercised) to vote or direct the voting of such equity interests and (7) except
as provided in clauses (4), (5) and (6) above, the holder of any equity interests shall mean the record holder of such equity
interests; provided, however, that if such record holder of such equity interests is a nominee, the holder of such equity
interests shall be the first person in the chain of ownership of such equity interests who is not holder thereof solely as a nominee.


 






    22


     


    

 


“Lender” means (i) each
bank or other institution listed on the signature pages hereof, (ii) each financial institution which becomes a Lender pursuant
to ‎Section 2.21, (iii) each Assignee which becomes a Lender pursuant to ‎Section 10.06(c) and (iv) their
respective successors.


 


“Lender Parent” means, with
respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Lending
Parties” mean the Lenders and the Issuing Lenders.


 


“Letter of Credit” means a letter
of credit to be issued hereunder by any Issuing Lender in accordance with ‎Section 2.19.


 


“Letter of Credit Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Borrowing.


 


“Letter of Credit Commitment”
means, with respect to each Issuing Lender, the commitment of such Issuing Lender to issue Letters of Credit pursuant to Section 2.19.
The Dollar Amount of each initial Issuing Lender’s Letter of Credit Commitment is set forth on Schedule 2.19.


 


“Letter of Credit Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof, the extension of the expiry date thereof or the increase of the amount
thereof.


 


“Letter of Credit Disbursement”
means a payment made by the Issuing Lender pursuant to a Letter of Credit.


 


“Letter of Credit Fee” has the
meaning set forth in ‎Section 2.08.


 


“Letter of Credit Fee Rate”
has the meaning set forth in the Pricing Schedule.


 


“Letter of Credit Liabilities”
means, for any Lender and at any time, such Lender’s ratable participation in the sum of (x) the amounts then owing by each
Borrower in respect of amounts drawn under Letters of Credit and (y) the aggregate amount then available for drawing under all Letters
of Credit.


 






    23


     


    

 


“Letter of Credit Sublimit”
means a Dollar Amount equal to $150,000,000.


 


“Liabilities” means any losses,
claims, demands, damages or liabilities of any kind.


 


“Lien” means, with respect to
any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement
that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Company
or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor
or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.


 


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


 


“Loan Document” means this Agreement,
including without limitation, schedules and exhibits hereto and any agreements entered into in connection herewith, including amendments,
modifications or supplements thereto or waivers thereof, any Notes and any other documents prepared in connection with the other Loan
Documents, if any.


 


“Material Adverse Effect” means
a material adverse effect on the business, financial position or results of operations of the Company and its Consolidated Subsidiaries,
taken as a whole.


 


“Material Debt” means Debt (other
than the Loans) of the Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, in an
aggregate principal or face amount exceeding $175,000,000.


 


“Material Financial Obligations”
means a principal or face amount of Debt and/or payment or collateralization obligations in respect of Derivatives Obligations of the
Company and/or one or more of its Subsidiaries, arising in one or more related or unrelated transactions, exceeding in the aggregate $175,000,000.


 


“Maximum Rate” has the meaning
set forth in Section 10.20.


 


“Multiemployer Plan” means at
any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA
Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including
for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.


 






    24


     


    

 


“Non-Extending Lender” has the
meaning set forth in Section 2.22(b).


 


“Non-U.S.
Lender” has the meaning set forth in ‎Section 8.04(d).


 


“Notes” means promissory notes
of a Borrower, substantially in the form of Exhibit A hereto, evidencing the obligation of such Borrower to repay the Loans made
to it, and “Note” means any one of such promissory notes issued hereunder.


 


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


 


“Notice of Interest Rate Election”
has the meaning set forth in ‎Section 2.10.


 


“Notice of Issuance” has the
meaning set forth in ‎Section 2.19.


 


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


 


“NYFRB’s Website” means
the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“NYFRB Rate” means, for any
day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such
day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published
for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on
such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that
if any of the aforesaid rates as so determined would be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.


 


“Obligors” means the Company
and the other Borrowers, and “Obligor” means any one of them.


 


“Outstanding Amount” means,
as to any Lender at any time, the sum at such time, without duplication, of (i) the aggregate principal amount of the outstanding
Loans of such Lender at such time that are denominated in Dollars, (ii) the aggregate Dollar Amount of the aggregate principal amount
of the outstanding Loans of such Lender at such time that are denominated in Alternative Currencies and (iii) the aggregate Dollar
Amount of such Lender’s Letter of Credit Liabilities at such time.


 


“Overnight Bank Funding Rate”
means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by
U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s
Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.


 






    25


     


    

 


“Overnight Rate” means, for
any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated
in an Alternative Currency, an overnight rate determined by the Administrative Agent or the Issuing Lender, as the case may be, in accordance
with banking industry rules on interbank compensation.


 


“Parent” means, with respect
to any Lender, any Person controlling such Lender.


 


“Participant” has the meaning
set forth in ‎Section 10.06(b).


 


“Participating Member State”
means any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with legislation
of the European Community relating to Economic and Monetary Union.


 


“PBGC” means the Pension Benefit
Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.


 


“Permitted Securitization Financing”
means any sale or sales of any accounts receivable, general intangibles, chattel paper or other financial assets and related rights and
assets of the Company and/or any of its Subsidiaries, and financing secured by the assets so sold, including, without limitation, any
revolving purchase(s) of such assets; provided (a) all such sales are made at fair
market value (as determined in good faith by the Company) and (b) that such financing shall be non-recourse (except for customary
representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any Subsidiary (other
than a special purpose Subsidiary with no assets other than the financial assets which are the basis for such financing).


 


“Person” means an individual,
a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Plan” means at any time an
employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the
ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained,
or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time
a member of the ERISA Group.


 


“Pricing Schedule” means the
Pricing Schedule attached hereto.


 






    26


     


    

 


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


 


“Pro
Rata Share” means, with respect to each Lender (other than a Defaulting Lender) at any time, a fraction (expressed as
a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender and the denominator
of which is the total amount of the Commitments, subject to adjustment as provided in ‎Section 2.20(a)(iii); provided that
if the commitment of each Lender to make Loans and the obligation of each Issuing Lender to make Letter of Credit Credit Extensions have
been terminated pursuant to ‎Section 2.09 or ‎Section 6.01, then the Pro Rata Share of each Lender shall be determined
based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments
made pursuant to the terms hereof and any Lender’s status as a Defaulting Lender at the time of determination.


 


“Proxy
Statement” means the Proxy Statement of the Company, dated as of September 24, 2021, for the Annual Meeting of Stockholders,
together with any supplements thereto filed with the Securities and Exchange Commission.


 


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


 


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


 


“QFC Credit Support” has the
meaning assigned to it in ‎Section 10.19.


 


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


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00
a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting, (2) if such Benchmark is the EURIBOR
Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if such Benchmark is the TIBOR Rate,
11:00 a.m. Japan time two Business Days preceding the date of such setting, (4) if the RFR for such Benchmark is SONIA, then
four Business Days prior to such setting, (5) if the RFR for such Benchmark is SARON, then five Business Days prior to such setting
or (6) if such Benchmark is none of the Term SOFR Rate, the EURIBOR Rate, the TIBOR Rate, SONIA or SARON, the time determined by
the Administrative Agent in its reasonable discretion.


 






    27


     


    

 


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


 


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


 


“Reimbursement Obligation” has
the meaning set forth in Section 2.19(d).


 


“Relevant Governmental Body”
means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the
NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or
the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in
Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto,
(iii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee
officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (iv) with respect to a Benchmark
Replacement in respect of Loans denominated in Swiss Francs, the Swiss National Bank, or a committee officially endorsed or convened by
the Swiss National Bank or, in each case, any successor thereto and (v) with respect to a Benchmark Replacement in respect of Loans
denominated in Yen, the Bank of Japan, or a committee officially endorsed or convened by the Bank of Japan or, in each case, any successor
thereto.


 


“Relevant Rate” means (i) with
respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any Term Benchmark
Borrowing denominated in Euros, the Adjusted EURIBOR Rate, (iii) with respect to any Term Benchmark Borrowing denominated in Yen,
the Adjusted TIBOR Rate, as applicable or (iv) with respect to any Borrowing denominated in Sterling or Swiss Francs, the applicable
Adjusted Daily Simple RFR, as applicable.


 


“Relevant Screen Rate” means
(i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate, (ii) with respect to
any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate or (iii) with respect to any Term Benchmark Borrowing
denominated in Yen, the TIBOR Screen Rate, as applicable.


 






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“Required Lenders” means at
any time Lenders having in excess of 50% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated,
holding more than 50% of the Total Outstanding Amount.


 


“Resolution Authority” means
an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Revolving Credit Period” means
the period from and including the Closing Date to but not including the earlier of the Termination Date and the date of termination of
the Commitments.


 


“RFR” means, for any RFR Loan
denominated in (a) Sterling, SONIA and (b) Swiss Francs, SARON.


 


“RFR Administrator” means the
SONIA Administrator or the SARON Administrator, as applicable.


 


“RFR Borrowing” means, as to
any Borrowing, the RFR Loans comprising such Borrowing.


 


“RFR Business Day” means, for
any Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks
are closed for general business in London and (b) Swiss Francs, any day except for (i) a Saturday, (ii) a Sunday or (iii) a
day on which banks are closed for the settlement of payments and foreign exchange transactions in Zurich.


 


“RFR Interest Day” has the meaning
specified in the definition of “Daily Simple RFR”.


 


“RFR Loan” means a Loan that
bears interest at a rate based on the Adjusted Daily Simple RFR.


 


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


 


“Sanctioned Country” means,
at any time, a country, region or territory which is the subject or target of any comprehensive territorial Sanctions (as of the date
of this Agreement, Crimea, Cuba, Iran, North Korea and Syria, but subject to change).


 






    29


     


    

 


“Sanctioned
Person” means, at any time, (a) an agency or instrumentality of the government of a Sanctioned Country, (b) any
Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department
of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European Union or Her Majesty’s Treasury
of the United Kingdom, (c) any Person located, organized or resident in a Sanctioned Country or (d) any Person controlled or
50% or more owned, directly or indirectly, by one or more such Persons.


 


“SARON” means, with respect
to any Business Day, a rate per annum equal to the Swiss Average Rate Overnight for such Business Day published by the SARON Administrator
on the SARON Administrator’s Website.


 


“SARON Administrator” means
the SIX Swiss Exchange AG (or any successor administrator of the Swiss Average Rate Overnight).


 


“SARON Administrator’s Website”
means SIX Swiss Exchange AG’s website, currently at https://www.six-group.com, or any successor source for the Swiss Average Rate
Overnight identified as such by the SARON Administrator from time to time.


 


“Senior Officer” means, with
respect to any Person, the chief executive officer, the chief operating officer, the president, the chief financial officer, the general
counsel, the chief accounting officer or the treasurer of such Person (or in any case persons having substantially similar responsibilities
regardless of title).


 


“Significant Subsidiary” means
at any time a Subsidiary that as at that time would be a “significant subsidiary” as defined in Rule 1-02 of Regulation
S-X promulgated by the Securities and Exchange Commission as in effect on the date hereof; provided that each Eligible Subsidiary
shall always be deemed to be a Significant Subsidiary.


 


“SOFR” means a rate equal to
the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator” means the
NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s Website”
means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate
identified as such by the SOFR Administrator from time to time.


 


“SOFR Rate Day” has the meaning
specified in the definition of “Daily Simple SOFR”.


 


“SONIA” means, with respect
to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator
on the SONIA Administrator’s Website on the immediately succeeding Business Day.


 






    30


     


    

 


“SONIA Administrator” means
the Bank of England (or any successor administrator of the Sterling Overnight Index Average).


 


“SONIA Administrator’s Website”
means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight
Index Average identified as such by the SONIA Administrator from time to time.


 


“SPC” has the meaning specified
in ‎Section 10.06(f).


 


“Statutory Reserve Rate” means
a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted EURIBOR Rate or Adjusted
TIBOR Rate, as applicable, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)
or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in respect of the
maintenance of the Commitments or the funding of the Loans. Such reserve percentage shall include those imposed pursuant to Regulation
D. Term Benchmark Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit
of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Sterling” means the lawful
currency of the United Kingdom.


 


“Subsidiary” means, as to any
Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority
of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, “Subsidiary” means a Subsidiary of the Company.


 


“Supported QFC” has the meaning
assigned to it in ‎Section 10.19.


 


“Swiss Francs” means the lawful
currency of the Swiss Confederation.


 


“Syndication Agents” means BNP
Paribas, Citibank, N.A., Bank of America, N.A., and MUFG Bank, Ltd.


 


“TARGET2” means the Trans-European
Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on
November 19, 2007.


 






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“TARGET Day” means any day on
which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative
Agent to be a suitable replacement) is open for the settlement of payments in Euro.


 


“Term Benchmark” when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted TIBOR Rate.


 


“Term SOFR Determination Day”
has the meaning assigned to it under the definition of Term SOFR Reference Rate.


 


“Term SOFR Rate” means, with
respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period or with
respect to clause (iii) of the definition of “Base Rate”, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago
time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period,
as such rate is published by the CME Term SOFR Administrator.


 


“Term SOFR Reference Rate” means,
for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated
in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent as
the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR
Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date
with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR Determination Day will be the
Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR
Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding Business Day is not more than five (5) Business
Days prior to such Term SOFR Determination Day.


 


“Termination Date” means, as
to any Lender, initially October 22, 2026 or, if such day is not a Business Day, the next preceding Business Day, as such date for
such Lender may be extended from time to time pursuant to Section 2.22.


 


“TIBOR Rate” means, with respect
to any Term Benchmark Borrowing denominated in Yen and for any Interest Period, the TIBOR Screen Rate two Business Days prior to the commencement
of such Interest Period.


 






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“TIBOR Screen Rate” means the
Tokyo interbank offered rate administered by the Ippan Shadan Hojin JBA TIBOR Administration (or any other person which takes over the
administration of that rate) for the relevant currency and period displayed on page DTIBOR01 of the Reuters screen (or, in the event
such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays such
rate, or on the appropriate page of such other information service that publishes such rate as selected by the Administrative Agent
from time to time in its reasonable discretion) as published at approximately 1:00 p.m. Japan time two Business Days prior to the
commencement of such Interest Period.


 


“Total Outstanding Amount” means,
at any time, the aggregate Dollar Amount of all Loans outstanding at such time plus the aggregate Dollar Amount of the Letter of Credit
Liabilities of all Lenders at such time.


 


“UK Financial Institutions”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority” means
the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“Unadjusted Benchmark Replacement”
means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“United States” means the United
States of America, including the States and the District of Columbia, but excluding its territories and possessions.


 


“U.S. Government Securities Business Day”
means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United
States government securities.


 


“U.S. Special Resolution Regime”
has the meaning assigned to it in ‎Section 10.19.


 


“Wholly-Owned Consolidated Subsidiary”
means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except for qualifying shares
held by directors or foreign nationals in accordance with applicable law) are at the time directly or indirectly owned by the Company
or one or more other Wholly-Owned Consolidated Subsidiaries.


 






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“Write-Down and Conversion Powers”
means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from
time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described
in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority
under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract
or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that
person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it
or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary
to any of those powers.


 


“Yen” means the lawful currency
of Japan.


 


Section 1.02.
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP, applied on a basis consistent (except for changes concurred in by the Company’s independent public accountants)
with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Lenders;
provided that, (a) all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP
prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”)
shall continue to be accounted for as operating leases for purposes of this Agreement (whether or not such operating lease obligations
were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective
or retroactive basis or otherwise) to be treated as capitalized lease obligations in the Company’s financial statements, and (b) if
the Company notifies the Administrative Agent that the Company wishes to amend any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative
Agent or the Required Lenders, by notice to the Company, shall request an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith, and any such amendment, whether requested by the Company, the Administrative
Agent or the Required Lenders, shall be negotiated in good faith.


 






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Section 1.03. Types of Borrowing. The
term “Borrowing” denotes the aggregation of Loans of one or more Lenders to be made to a single Borrower pursuant to
 ‎Article 2 on the same date, all of which Loans are of the same type and currency (subject to ‎Article 8) and, except
in the case of Base Rate Loans and RFR Loans, have the same initial Interest Period. Borrowings are classified for purposes of this Agreement
by reference to the currency and/or pricing of Loans comprising such Borrowing (e.g., a “RFR Borrowing” is a Borrowing comprised
of RFR Loans and an “Alternative Currency Borrowing” is a Borrowing comprised of Loans denominated in an Alternative Currency).


 


Section 1.04. Terms Generally. The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors
and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall
be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this
Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or
regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.


 


Section 1.05. Interest Rates. The interest
rate on a Loan denominated in Dollars or an Alternative Currency may be derived from an interest rate benchmark that may be discontinued
or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 8.01(b) provides
a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for,
and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest
rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without
limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar
to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity
as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other
related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative,
successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner
adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain
any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant
to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of
any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in
tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided
by any such information source or service.


 






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Section 1.06 Divisions. For all purposes
under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different
jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or
liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and
(b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date
of its existence by the holders of its equity interests at such time.


 


Article 2

The Credits


 


Section 2.01. Commitments To Lend. (a) During
the Revolving Credit Period, each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans denominated
in Dollars or in an Alternative Currency to any Borrower pursuant to this ‎Section 2.01(a) from time to time in amounts
such that (i) such Lender’s Outstanding Amount shall not exceed the amount of its Commitment, (ii) the Total Outstanding
Amount shall not exceed the aggregate amount of the Commitments and (iii) the aggregate Dollar Amount of the aggregate principal
amount of all outstanding Alternative Currency Loans plus the aggregate Dollar Amount of the aggregate Letter of Credit Liabilities for
Letters of Credit in an Alternative Currency shall not exceed the Alternative Currency Sublimit. Each Borrowing under this ‎Section 2.01(a) shall
be (x) in the case of a Dollar-Denominated Borrowing, in a minimum aggregate Dollar Amount of $20,000,000 and any larger multiple
of $1,000,000 and (y) in the case of an Alternative Currency Borrowing, in a minimum aggregate Dollar Amount of $5,000,000 and in
integral multiples of 500,000 units of the applicable currency and shall be made from the several Lenders ratably in proportion to their
respective Available Commitments.


 






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(b)            Within
the foregoing limits, any Borrower may borrow under this Section, repay, or to the extent permitted by ‎Section 2.12, prepay
Loans and reborrow at any time during the Revolving Credit Period under this Section.


 


Section 2.02. Notice of Borrowing. 
A Borrower shall give the Applicable Agent notice (a “Notice of Borrowing”) not later than (i) in the case of
a Term Benchmark Borrowing denominated in Dollars, 10:30 a.m. (New York City time), on the third Business Day before such Term Benchmark
Borrowing, (ii) in the case of an Alternative Currency Borrowing (other than with respect to Sterling or Swiss Francs), 10:30 a.m. (London
time), on the third Business Day before each such Alternative Currency Borrowing; (iii) in the case of a Base Rate Borrowing, 10:30
a.m. (New York City time) on the date of such Base Rate Borrowing; and (iv) in the case of an RFR Borrowing, 10:30 a.m. (New
York City time) on the fifth Business Day before such RFR Borrowing, specifying:


 


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


 


(ii)           the
currency and the aggregate amount in the relevant currency and the Dollar Amount of such Borrowing; provided that if no currency
is specified with respect to any requested Borrowing, then the applicable Borrower shall be deemed to have selected Dollars;


 


(iii)          in
the case of Borrowings denominated in Dollars, whether the Loans comprising such Borrowing are to bear interest initially at the Base
Rate or the Term SOFR Rate;


 


(iv)          in
the case of a Term Benchmark Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the
definition of Interest Period; and


 


(v)           the
location from which payments of the principal and interest on such Borrowing will be made, which will comply with the requirements of
 ‎Section 2.14.


 


Section 2.03. [Reserved].


 


Section 2.04. Notice To Lenders; Funding
of Loans. (a) Upon receipt of a Notice of Borrowing, the Applicable Agent shall promptly notify each Lender of the contents thereof
and of such Lender’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the applicable Borrower.


 


(b)            On
the date of each Borrowing, each Lender participating therein shall (except as provided in subsection (c) of this Section):


 


(1)            if
such Borrowing is to be made in Dollars, make available its share of such Borrowing in Dollars not later than 12:00 noon (New York City
time), in Federal or other funds immediately available in New York City, to the Administrative Agent at its office specified in or pursuant
to ‎Section 10.01; or


 






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(2)            if
such Borrowing is to be made in an Alternative Currency, make available its share of such Borrowing in such currency (in such funds as
may then be customary for the settlement of international transactions in such Alternative Currency) to the account of the Applicable
Agent at such time and place as shall have been notified by the Applicable Agent to the Lenders by at least three Business Days’
notice.


 


(c)            Unless
the Applicable Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available
to the Applicable Agent such Lender’s share of such Borrowing, the Applicable Agent may assume that such Lender has made such share
available to the Applicable Agent on the date of such Borrowing in accordance with subsection (b) of this Section and the Applicable
Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to
the extent that such Lender shall not have so made such share available to the Applicable Agent, such Lender and the applicable Borrower
severally agree to repay to the Applicable Agent forthwith on demand such corresponding amount together with interest thereon, for each
day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Applicable Agent,
at (i) in the case of such Lender, the greater of the applicable Overnight Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in the case of the applicable Borrower, the interest
rate otherwise applicable thereto in accordance with Section 2.07. If such Lender shall repay to the Applicable Agent such corresponding
amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement.


 


(d)            Each
Lender may, at its option, make any Loan available to a Borrower that is organized under the laws of a jurisdiction
other than of the United States or a political subdivision thereof or make any Loan that is denominated in an Alternative Currency
by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms of this Agreement.


 


Section 2.05. Evidence Of Debt. (a) Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender by
such Borrower from time to time hereunder.


 






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(b)            The
Administrative Agent shall maintain accounts in which it shall record (i) the Dollar Amount of each Loan made to a Borrower hereunder,
the class, type and, in the case of any Alternative Currency Loans, currency 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 each Borrower to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.


 


(c)            The
entries made in the accounts maintained pursuant to paragraph (a) or (b) of this Section shall be prima facie evidence
of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of each Borrower to repay the Lenders
in accordance with the terms of this Agreement; provided further that in the event of a conflict between the entries maintained
by the Administrative Agent and the Lender, the accounts of the Administrative Agent shall prevail (absent manifest error), and provided
further that in the event of a conflict between the Register (maintained pursuant to Section 10.06(f)) and the entries of maintained
by the Administrative Agent (maintained pursuant to clause (b) of this Section) the Register shall prevail (absent manifest error).


 


(d)            Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender, and its registered assigns, substantially in the form of Exhibit A
hereto. Thereafter, the Loans evidenced by each such promissory note and interest thereon shall at all times (including after assignment
pursuant to ‎Section 10.06) be represented by one or more promissory notes in such form payable to the payee named therein, and
its registered assigns. Each reference in this Agreement to the “Note” of such Lender shall be deemed to refer to and
include any or all of such Notes.


 


Section 2.06. Maturity of Loans. Each
Loan shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon, on the Termination
Date.


 


Section 2.07. Interest Rates. (a) Each
Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it
becomes due, at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate for such day. Such interest shall be payable
quarterly in arrears on each Interest Payment Date pursuant to clause (a) thereof and, with respect to the principal amount of any
Base Rate Loan converted to a Term Benchmark Loan, on each date such Base Rate Loan is so converted.


 


(b)            Each
RFR Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to the sum of the Applicable Margin
plus the Adjusted Daily Simple RFR. Such interest shall be payable in arrears on each Interest Payment Date pursuant to clause (b) thereof.


 






    39


     


    

 


(c)            Each
Term Benchmark Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin plus the Term Benchmark applicable to such Interest Period. Such
interest shall be payable for each Interest Period on each Interest Payment Date pursuant to clause (c) thereof.


 


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


 


(e)            The
Administrative Agent shall determine each interest rate applicable to the Loans hereunder pursuant to Section 2.16. The Administrative
Agent shall give prompt notice to the applicable Borrower and the participating Lenders of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.


 


Section 2.08. Fees. (a) Subject
to ‎Section 2.20, the Company shall pay to the Administrative Agent for the account of the Lenders ratably a facility fee (the
 “Facility Fee”), which shall accrue at the Facility Fee Rate (i) from and including the Closing Date to but excluding
the date of termination of the Commitments in their entirety, on the average daily aggregate amount of the Commitments (whether used or
unused) and (ii) from and including such date of termination to but excluding the date the Loans shall be repaid in their entirety,
on the average daily aggregate outstanding principal Dollar Amount of the Loans.


 


(b)            Subject
to ‎Section 2.20, the Company shall pay to the Administrative Agent (i) for the account of the Lenders ratably a letter
of credit fee (the “Letter of Credit Fee”) in Dollars accruing daily on the aggregate Dollar Amount of all outstanding
Letters of Credit at the Letter of Credit Fee Rate (determined daily in accordance with the Pricing Schedule) and (ii) for the account
of each Issuing Lender a letter of credit fronting fee accruing daily on the aggregate Dollar Amount of all Letters of Credit issued by
such Issuing Lender at a rate per annum mutually and separately agreed from time to time by the Company and each Issuing Lender. The Company
shall also pay to each Issuing Lender for its own account issuance, drawing, amendment and extension charges in the amounts and at the
times as agreed between the Company and such Issuing Lender.


 






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(c)            Accrued
fees under this Section shall be payable quarterly in arrears on each Quarterly Date and on the date of termination of the Commitments
in their entirety (and, in the case of clause (a), if later, the date the Loans shall be repaid in their entirety and, in the case of
clause (b), if later, the date on which all Letters of Credit shall have been terminated).


 


Section 2.09. Optional Termination or Reduction
of Commitments. During the Revolving Credit Period, the Company may, upon at least three Business Days’ notice to the Administrative
Agent, (i) terminate the Commitments at any time, if no Loans or Letter of Credit Liabilities are outstanding at such time or (ii) ratably
reduce from time to time by an aggregate amount of $20,000,000 or a larger multiple of $1,000,000, the aggregate amount of the Commitments
in excess of the Total Outstanding Amount.


 


Section 2.10. Method of Electing Interest
Rates. (a) The Loans included in each Borrowing shall bear interest initially at the type of rate required for Loans denominated
in the currency specified by the applicable Borrower in the applicable Notice of Borrowing, or if multiple types of interest rate options
are available for Loans denominated in such specified currency, the type specified by the applicable Borrower in the applicable Notice
of Borrowing. Thereafter, the applicable Borrower may from time to time elect to change or continue the type of interest rate borne by
each Group of Loans (to the extent that multiple types of interest rates are available for the currency in which such Group of Loans is
denominated), as follows:


 


(i)            if
such Loans are Base Rate Loans, the applicable Borrower may elect to convert such Loans to Term Benchmark Loans denominated in Dollars
as of any Business Day;


 


(ii)           if
such Loans are Term Benchmark Loans denominated in Dollars, the applicable Borrower may elect to convert such Loans to Base Rate Loans
as of any Business Day, or, elect to continue such Loans as Term Benchmark Loans for an additional Interest Period as of any Business
Day, subject to ‎Section 2.15 in the case of any such conversion or continuation effective on any day other than the last day
of the then current Interest Period applicable to such Loans;


 


(iii)          if
such Loans are Term Benchmark Loans denominated in an Alternative Currency, the applicable Borrower may continue such Loans as Term Benchmark
Loans for an additional Interest Period as of any Business Day, subject to ‎Section 2.15 in the case of any such continuation
effective on any day other than the last day of the then current Interest Period applicable to such Loans;


 






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Each such election shall be made by delivering a notice (a “Notice
of Interest Rate Election”) to the Administrative Agent not later than 10:00 a.m. (New York City time) on the third Business
Day before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so
specifies, apply to only a portion of the aggregate principal Dollar Amount of the relevant Group of Loans; provided that (i) such
portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such Notice applies, and the remaining
portion to which it does not apply, are each (x) in the case of a Dollar-Denominated Borrowing, $20,000,000 or any larger multiple
of $1,000,000 and (y) in the case of an Alternative Currency Borrowing, $5,000,000 or an integral multiple of 500,000 units of the
applicable currency. If no Notice of Interest Rate Election is timely delivered prior to the end of an Interest Period for (i) any
Term Benchmark Loan denominated in Dollars, the applicable Borrower shall be deemed to have elected that all Loans having such Interest
Period shall be converted to Base Rate Loans effective as of the last day of such Interest Period and (ii) any Term Benchmark Loan
denominated in an Alternative Currency, the applicable Borrower shall be deemed to have elected that all Loans having such Interest Period
shall be converted to a one-month Interest Period effective as of the last day of such Interest Period.


 


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


 


(i)            the
Group of Loans (or portion thereof) to which such notice applies;


 


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


 


(iii)          if
the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be Term Benchmark
Loans, the duration of the next succeeding Interest Period applicable thereto; provided that, if at the time such notice is delivered
an Event of Default has occurred and is continuing, the duration of the Interest Period with respect to any Term Benchmark Loans to which
such notice applies shall be one month; and


 


(iv)          if
such Loans are to be continued as Term Benchmark Loans for an additional Interest Period, the duration of such additional Interest Period;
provided that, if at the time such notice is delivered an Event of Default has occurred and is continuing, the duration of the
Interest Period with respect to any Term Benchmark Loans to which such notice applies shall be one month.


 


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


 






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(c)            Upon
receipt of a Notice of Interest Rate Election from the applicable Borrower pursuant to subsection (a) above, the Administrative Agent
shall promptly notify each Lender of the contents thereof and such notice shall not thereafter be revocable by such Borrower.


 


(d)            A
Borrower shall not be entitled to elect to convert any Loans denominated in Dollars to, or continue any Loans denominated in Dollars for
an additional Interest Period as, Term Benchmark Loans, in each case made to it, if a Default shall have occurred and be continuing when
such Borrower delivers notice of such election to the Administrative Agent.


 


(e)            An
election by any Borrower to change or continue the rate of interest applicable to any Group of Loans pursuant to this Section shall
not constitute a “Borrowing” subject to the provisions of ‎Section 3.02.


 


(f)             The
initial Interest Period for each Group of Alternative Currency Loans that are Term Benchmark Loans shall be specified by the applicable
Borrower in the applicable Notice of Borrowing. The applicable Borrower may specify the duration of each subsequent Interest Period applicable
to such Group of Loans by delivering to the Administrative Agent, not later than the time set forth in ‎Section 2.02 with respect
to the relevant type of Loan before the end of the immediately preceding Interest Period, a notice specifying the Group of Loans to which
such notice applies and the duration of such subsequent Interest Period (which shall comply with the provisions of the definition of Interest
Period). Such notice may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the Dollar Amounts
of the portion to which such notice applies, and the remaining portion to which it does not apply, are each at least $5,000,000 and shall
be in integral multiples of 500,000 units of the relevant Alternative Currency. If no such notice is timely received by the Administrative
Agent before the end of any applicable Interest Period, the applicable Borrower shall be deemed to have elected that the subsequent Interest
Period for such Group of Loans shall have a duration of one month (subject to the provisions of the definition of Interest Period).


 


Section 2.11. Mandatory Termination of
Commitments. Unless previously terminated, the Commitments shall terminate on the Termination Date and any Loans then outstanding
(together with accrued interest thereon) shall be due and payable on such date.


 






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Section 2.12. Optional Prepayments. (a) 
Subject to ‎Section 2.15, each Borrower may, (i) upon at least one Business Days’ notice to the Administrative Agent,
prepay any Base Rate Borrowing made to it, (ii) upon at least three Business Days’ notice to the Administrative Agent and the
Applicable Agent (if different), prepay any Term Benchmark Borrowing made to it, or (iii) upon at least five Business Days’
notice to the Administrative Agent and the Applicable Agent (if different), prepay any RFR Borrowing made to it, in each case in whole
at any time, or from time to time in part in an aggregate Dollar Amount not less than $20,000,000 or in the case of any Loan denominated
in Dollars, any larger multiple of $1,000,000, or in the case of any Alternative Currency Loan in an aggregate Dollar Amount not less
than $5,000,000 or any larger integral multiple of 500,000 units of the relevant currency, by paying (in the relevant currency) the principal
Dollar Amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied
to prepay ratably the Loans of the several Lenders included in such Borrowing.


 


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


 


Section 2.13. Determining Dollar Amounts
of Alternative Currency Loans; Related Mandatory Prepayments.  (a)  The Administrative Agent shall determine the Dollar Amount
of each Alternative Currency Loan promptly after it receives the related Notice of Borrowing, based on the Exchange Rate on the second
Business Day before the date of Borrowing specified in such notice. Thereafter, the Administrative Agent shall redetermine the Dollar
Amount of each Alternative Currency Loan on the last Business Day of each calendar month while such Loan remains outstanding, based in
each case on the Exchange Rate on such Business Day. The Administrative Agent shall promptly notify the applicable Borrower and the participating
Lenders of each Dollar Amount so determined, and its determination thereof shall be conclusive in the absence of manifest error.


 


(b)            The
Administrative Agent shall determine the Dollar Amount of the Letter of Credit Liabilities related to each Letter of Credit promptly after
it receives the related Notice of Issuance, based on the Exchange Rate on the third Business Day before (or, solely in the case of a Letter
of Credit denominated in Sterling, on) the date of issuance specified in such notice. Thereafter, the Administrative Agent shall redetermine
the Dollar Amount of each Letter of Credit on the last Business Day of each calendar month while such Letter of Credit remains outstanding,
based in each case on the Exchange Rate on such Business Day. The Administrative Agent shall promptly notify the applicable Borrower and
the participating Lenders of each Dollar Amount so determined, and its determination thereof shall be conclusive in the absence of manifest
error.


 


(c)            If,
(i) on any Interest Payment Date for any Borrowing, the Total Outstanding Amount at such time exceeds the aggregate amount of Commitments,
the relevant Borrower shall, on such day, prepay Loans included in such Borrowing in an amount equal to the lesser of (x) such excess
and (y) the amount of such Borrowing and (ii) on any Interest Payment Date for any Alternative Currency Borrowing, the Dollar
Amount of the aggregate principal amount of outstanding Alternative Currency Loans exceeds the Alternative Currency Sublimit, the relevant
Borrower shall, on such date, prepay Alternative Currency Loans included in such Borrowing in an amount equal to the lesser of (x) such
excess and (y) the amount of such Borrowing.


 






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(d)            If,
on the last Business Day of any calendar month, after any redetermination of the Dollar Amounts pursuant to ‎Section 2.13(a),
the Total Outstanding Amount at such time exceeds 105% of the aggregate amount of Commitments, then the Borrowers shall, on the last Business
Day of the next calendar month (the “Prepayment Date”), prepay one or more Groups of Borrowings in an aggregate principal
amount equal to the excess, if any, of the Total Outstanding Amount as of such Prepayment Date over the then outstanding Commitments.


 


(e)            If,
on the last Business Day of any calendar month, after any redetermination of the Dollar Amounts pursuant to ‎Section 2.13(a),
the aggregate Dollar Amount of the aggregate Alternative Currency Loans exceeds 105% of the Alternative Currency Sublimit, then the Borrowers
shall, on the Prepayment Date, prepay one or more Groups of Borrowings in an aggregate principal amount equal to the excess, if any, of
the aggregate Dollar Amount of the aggregate Alternative Currency Loans as of such Prepayment Date over the Alternative Currency Sublimit.


 


Section 2.14. General Provisions as to
Payments. (a)  Each Borrower shall make each payment of principal of, and interest on, the Loans and Letter of Credit Liabilities
denominated in Dollars and of fees hereunder, not later than 12:00 noon (New York City time) on the date when due, in Federal or other
funds immediately available in New York City, without defense, set-off or counterclaim and free of any restriction or condition, to the
Administrative Agent at its address referred to in ‎Section 10.01. Each Borrower shall make each payment of principal of, and
interest on, the Alternative Currency Loans in the relevant currency in such funds as may then be customary for the settlement of international
transactions in such currency, to such account and at such time and at such place as shall have been notified by the Applicable Agent
to such Borrower and the Lenders by at least three Business Days’ notice (or, solely in the case of Alternative Currency Borrowings
denominated in Sterling, by at least one Business Days’ notice). The applicable Borrower may specify in any notice delivered to
the Administrative Agent and the Applicable Agent with respect to any Alternative Currency, one or more locations from which such Borrower
may make payments of principal or of interest on any Alternative Currency Loan in such currency; provided that the Administrative
Agent approves such location (such approval not to be unreasonably withheld, conditioned or delayed). The Applicable Agent will promptly
distribute to each Lender its ratable share of each such payment received by the Administrative Agent for the account of the Lenders.
Whenever any payment of principal of, or interest on, the Base Rate Loans, Letter of Credit Liabilities denominated in Dollars or of fees
shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day.
Whenever any payment of principal of, or interest on, any Loans (other than Base Rate Loans) shall be due on a day which is not a Business
Day, the date for payment thereof shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar
month, in which case the date for payment thereof shall be the next preceding Business Day. Whenever any payment of principal of or interest
on Letter of Credit Liabilities denominated in an Alternative Currency shall be due on a day which is not a Business Day, the date for
payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation
of law or otherwise, interest thereon shall be payable for such extended time.


 






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(b)            Unless
the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder
that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed
to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not
have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender
together with interest thereon, for each day from and including the date such amount is distributed to such Lender to but excluding the
date such Lender repays such amount to the Administrative Agent, at the applicable Overnight Rate.


 


Section 2.15. Funding Losses. (a) 
With respect to Loans that are not RFR Loans or Base Rate Loans, if a Borrower makes any payment of principal with respect to any such
Loan, any such Loan is converted (pursuant to ‎Article 2, ‎6 or ‎8 or otherwise) or continued on any day other than the
last day of an Interest Period applicable thereto, or the last day of an applicable period fixed pursuant to Section 2.07(c), or
if any Alternative Currency Loan (other than an RFR Loan) is converted to a Loan denominated in Dollars pursuant to ‎Article 8,
or if a Borrower fails to borrow, prepay, convert or continue any such Loans after notice has been given to any Lender in accordance with
 ‎Section 2.04(a), ‎2.12(a) or ‎Section 2.10, respectively, such Borrower shall reimburse each Lender within
15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan),
including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss
of margin for the period after any such prepayment or conversion or continuation or failure to borrow, prepay, convert or continue; provided
that such Lender shall have delivered to such Borrower and the Administrative Agent a certificate as to the amount of such loss or expense
and setting forth the calculation thereof in reasonable detail, which certificate shall be conclusive in the absence of manifest error.


 






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(b)            With
respect to RFR Loans, if a Borrower makes any payment of principal with respect to any such Loan other than on the Interest Payment Date
applicable thereto, or if a Borrower fails to borrow or prepay any such Loans after notice has been given to any Lender in accordance
with ‎Section 2.04(a) or ‎2.12(a), respectively, such Borrower shall reimburse each Lender within 15 days after demand
for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the
period after any such prepayment or failure to borrow or prepay; provided that such Lender shall have delivered to such Borrower
and the Administrative Agent a certificate as to the amount of such loss or expense and setting forth the calculation thereof in reasonable
detail, which certificate shall be conclusive in the absence of manifest error.


 


Section 2.16  Computation
of Interest and Fees. Interest based on the Prime Rate, Daily Simple RFR with respect to Sterling
and the TIBOR Rate hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual
number of days elapsed (including the first day but excluding the last day). All other interest and fees shall be computed on the basis
of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day); provided
that if the Administrative Agent reasonably determines that a different basis of computation is the market convention for a particular
Alternative Currency, such different basis shall be used.


 


Section 2.17. [Reserved].


 


Section 2.18. Regulation D Compensation.
(a)  Each Lender may require each Borrower to pay, contemporaneously with each payment of interest on the Term Benchmark Loans,
additional interest on the related Term Benchmark Loan of such Lender at a rate per annum determined by such Lender up to but not exceeding
the excess of (i) (A) the applicable Term Benchmark multiplied by (B) Statutory Reserve Rate over (ii) the applicable
Term Benchmark. Any Lender wishing to require payment of such additional interest (x) shall so notify such Borrower and the Administrative
Agent, in which case such additional interest on the Term Benchmark Loans of such Lender shall be payable to such Lender at the place
indicated in such notice with respect to each Interest Period commencing at least three Business Days after the giving of such notice
and (y) shall notify such Borrower at least five Business Days prior to each date on which interest is payable on the Term Benchmark
Loans of the amount then due it under this Section.


 


(a)            [Reserved].


 






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(b)            If
and so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other
authority (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding
requirements referred to in subsection (a) above) in respect of any of such Lender’s Term Benchmark Loans, such Lender may
require each Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Term Benchmark Loans subject
to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying
with such requirements in relation to such Loan up to but not exceeding the excess of (i) (A) the applicable Term Benchmark
multiplied by (B) the Statutory Reserve Rate over (ii) the applicable Term Benchmark. Any Lender wishing to require payment
of such additional interest (x) shall so notify such Borrower and the Administrative Agent, in which case such additional interest
on the Term Benchmark Loans of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each
Interest Period commencing at least three Business Days after the giving of such notice and (y) shall notify such Borrower at least
five Business Days prior to each date on which interest is payable on the Term Benchmark Loans of the amount then due it under this Section.


 


(c)            Any
additional interest owed pursuant to subsection (a), (b) or (c) above shall be determined by the relevant Lender, which determination
shall be conclusive and binding for all purposes except in the case of manifest error, and notified to each Borrower (with a copy to the
Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional
interest so notified to such Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each
date on which interest is payable for such Loan.


 


Section 2.19. Letters of Credit. (a) Subject
to the terms and conditions hereof, each Issuing Lender agrees to issue Letters of Credit hereunder denominated in Dollars or in an Alternative
Currency from time to time until the tenth day prior to the Termination Date upon the request of the Company for its account or the account
of any Subsidiary; provided that, immediately after each Letter of Credit is issued (i) the Total Outstanding Amount shall
not exceed the aggregate amount of the Commitments, (ii) the aggregate Dollar Amount of Letter of Credit Liabilities shall not exceed
the Letter of Credit Sublimit, (iii) the sum of the aggregate Dollar Amount of the aggregate principal amount of all outstanding
Alternative Currency Loans plus the aggregate Dollar Amount of the aggregate Letter of Credit Liabilities for Letters of Credit denominated
in an Alternative Currency shall not exceed the Alternative Currency Sublimit and (iv) the sum of (x) the aggregate undrawn
amount of all outstanding Letters of Credit issued by any Issuing Lender plus (y) the aggregate amount of all Letter of Credit Disbursements
made by such Issuing Lender that have not yet been reimbursed by or on behalf of the Borrowers at such time shall not exceed such Issuing
Lender’s Letter of Credit Commitment; provided, further, that any Issuing Lender may agree, in its sole discretion,
to issue Letters of Credit in excess of its Letter of Credit Commitment, so long as after giving effect to such issuance, clauses (i),
(ii) and (iii) of the immediately preceding proviso are satisfied. Upon the date of issuance by any Issuing Lender of a Letter
of Credit, such Issuing Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender
shall be deemed, without further action by any party hereto, to have purchased from such Issuing Lender, a participation in such Letter
of Credit and the related Letter of Credit Liabilities in the proportion their respective Commitments bear to the aggregate Commitments.


 






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(b)            The
Company shall give the applicable Issuing Lender notice at least (i) five Business Days prior to the requested issuance of a Letter
of Credit denominated in an Alternative Currency and (ii) three Business Days prior to the requested issuance of a Letter of Credit
denominated in Dollars specifying the date such Letter of Credit is to be issued, and describing the terms of such Letter of Credit, the
nature of the transactions to be supported thereby and the proposed currency of such Letter of Credit (such notice, including any such
notice given in connection with the extension of a Letter of Credit, a “Notice of Issuance”). Upon receipt of a Notice
of Issuance, the applicable Issuing Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly
notify each Lender of the contents thereof and of the amount of such Lender’s participation in such Letter of Credit. The issuance
by any Issuing Lender of any Letter of Credit shall, in addition to the conditions precedent set forth in ‎Article 3, be subject
to the conditions precedent that such Letter of Credit shall be in such form and contain such terms as shall be satisfactory to the applicable
Issuing Lender and that the Company shall have executed and delivered such other instruments and agreements relating to such Letter of
Credit as the applicable Issuing Lender shall have reasonably requested. The extension or renewal of any Letter of Credit shall be deemed
to be an issuance of such Letter of Credit, and if any Letter of Credit contains a provision pursuant to which it is deemed to be extended
unless notice of termination is given by the applicable Issuing Lender, such Issuing Lender shall timely give such notice of termination
unless it has theretofore timely received a Notice of Issuance and the other conditions to issuance of a Letter of Credit have also theretofore
been met with respect to such extension. Notwithstanding anything to the contrary in this Agreement, no Issuing Lender shall be under
any obligation to issue, renew, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority
shall by its terms purport to enjoin or restrain the Issuing Lender from issuing, renewing, amending or extending the Letter of Credit,
or any law, rule, regulation or treaty applicable to the Issuing Lender or any request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain
from, the issuance, renewal, amendment or extension of letters of credit generally or the Letter of Credit in particular; (ii) any
Change in Law shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement
(for which the Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, (iii) the Issuing Lender
does not as of the issuance date of the requested Letter of Credit issue, renew, amend or extend Letters of Credit in the requested currency,
or (iv) the proceeds of such Letter of Credit would be made available to any Person (x) to fund any activity or business of
or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (y) in
any manner that would result in a violation of any Sanctions by any party to this Agreement.


 






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(c)            Each
Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and
(ii) the date that is five Business Days prior to the Termination Date; provided that any Letter of Credit with a one-year tenor
may provide for the automatic renewal thereof for additional one-year periods (which renewal or extension may not result in an expiration
date later than that set forth in clause (ii) above).


 


(d)            Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Lender
shall examine drawing documents within the period stipulated by terms and conditions of Letter of Credit. After such examination and provided
drawing documents are compliant such Issuing Lender shall notify the Administrative Agent and the Administrative Agent shall promptly
notify the Company and each other Lender as to the amount to be paid as a result of such demand or drawing and the payment date. The Company
shall be irrevocably and unconditionally obligated forthwith to reimburse the applicable Issuing Lender for any amounts paid by such Issuing
Lender upon any drawing under any Letter of Credit, in the currency of such payment (a “Reimbursement Obligation”)
without presentment, demand, protest or other formalities of any kind. All such amounts paid by any Issuing Lender and remaining unpaid
by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus (i) if
such amount is denominated in Dollars, the sum of the Applicable Margin for Base Rate Loans plus the Base Rate for such day, (ii) if
such amount is denominated in an Alternative Currency, the sum of the Applicable Margin for such Alternative Currency plus the applicable
Overnight Rate. In addition, each Lender will pay to the Administrative Agent, for the account of the applicable Issuing Lender, immediately
upon such Issuing Lender’s demand at any time during the period commencing after such drawing until reimbursement therefor in full
by the Company, an amount equal to such Lender’s ratable share of such drawing (in proportion to its participation therein), together
with interest on such amount for each day from the date of the applicable Issuing Lender’s demand for such payment (or, if such
demand is made after 12:00 noon (New York City time) on such date, from the next succeeding Business Day) to the date of payment by such
Lender of such amount at a rate of interest per annum equal to the applicable Overnight Rate. The applicable Issuing Lender will pay to
each Lender ratably all amounts received from the Company for application in payment of its reimbursement obligations in respect of any
Letter of Credit, but only to the extent such Lender has made payment to the Issuing Lender in respect of such Letter of Credit pursuant
hereto.


 






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(e)            The
obligations of the Company under ‎Section 2.19(d) above shall be absolute, unconditional and irrevocable, and shall be performed
strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following
circumstances:


 


(i)             the
use which may be made of any Letter of Credit by, or any acts or omission of, a beneficiary of any Letter of Credit (or any Person for
whom the beneficiary may be acting);


 


(ii)            the
existence of any claim, set-off, defense or other rights that the Company may have at any time against a beneficiary of a Letter of Credit
(or any Person for whom the beneficiary may be acting), the Lenders (including each Issuing Lender) or any other Person, whether in connection
with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction;


 


(iii)           any
lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein;


 


(iv)           any
statement or any 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 whatsoever;


 


(v)            payment
under a Letter of Credit to the beneficiary of such Letter of Credit against presentation to the applicable Issuing Lender of a draft
or certificate that does not comply with the terms of the Letter of Credit; or


 


(vi)           any
other act or omission to act or delay of any kind by any Lender (including each Issuing Lender), the Administrative Agent or any other
Person or any other event or circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Company’s obligations hereunder.


 






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(f)            The
Company hereby indemnifies and holds harmless each Lender (including each Issuing Lender) and the Administrative Agent from and against
any and all claims, damages, losses, liabilities, costs or expenses which such Lender or the Administrative Agent may incur (including,
without limitation, any claims, damages, losses, liabilities, costs or expenses which any Issuing Lender may incur by reason of or in
connection with the failure of any other Lender to fulfill or comply with its obligations to such Issuing Lender hereunder (but nothing
herein contained shall affect any rights the Company may have against such defaulting Lender)), and none of the Lenders (including each
Issuing Lender) nor the Administrative Agent nor any of their officers or directors or employees or agents shall be liable or responsible,
by reason of or in connection with the execution and delivery or transfer of or payment or failure to pay under any Letter of Credit,
including without limitation any of the circumstances enumerated in ‎Section 2.19(e) above, as well as (i) any error,
omission, interruption or delay in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, (ii) any
loss or delay in the transmission of any document required in order to make a drawing under a Letter of Credit, and (iii) any consequences
arising from causes beyond the control of any Issuing Lender, including without limitation any government acts, or any other circumstances
whatsoever in making or failing to make payment under such Letter of Credit; provided that the Company shall not be required to
indemnify any Issuing Lender for any claims, damages, losses, liabilities, costs or expenses, and the Company shall have a claim for
direct (but not consequential) damage suffered by it, (1) to the extent found by a court of competent jurisdiction by final and
nonappealable judgment to have been caused by (x) the willful misconduct or gross negligence of the applicable Issuing Lender in
determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit, (y) the applicable
Issuing Lender’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the
terms and conditions of the Letter of Credit and (z) a material breach in bad faith of this Agreement or any Letter of Credit by
the applicable Issuing Lender and (2) disputes solely among Indemnitees not arising from or in connection with any act or omission
by the Company or any of its affiliates (other than any proceedings against an Issuing Lender, Joint Lead Arranger or the Administrative
Agent in exercising its role as such under this Agreement). Nothing in this ‎Section 2.19‎(f) is intended to limit
the obligations of the Company under any other provision of this Agreement. To the extent the Company does not indemnify an Issuing Lender
as required by this subsection, the Lenders agree to do so ratably in accordance with their Commitments.


 






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(g)           If
any Event of Default shall occur and be continuing, on the day that the Company receives notice from the Administrative Agent or the Required
Lenders demanding the deposit of Cash Collateral pursuant to this paragraph, the Company shall Cash Collateralize an amount in cash in
the relevant currency equal to the Letter of Credit Liabilities as of such date plus any accrued and unpaid interest thereon; provided
that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due
and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described
in clause (g) or clause (h) of ‎Section 6.01. Such deposit shall be held by the Administrative Agent as collateral
for the payment and performance of the obligations of the Company 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 the Administrative Agent and at the Company’s
risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account.
Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Lender for Letter of Credit Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Company for the Letter of Credit Liabilities at such time or, if the maturity of the Loans has been accelerated, be applied to
satisfy other obligations of the Company under this Agreement. If the Company is required to provide an amount of Cash Collateral hereunder
as a result of the occurrence and continuance of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned
to the Company within three Business Days after all Events of Default have been cured or waived.


 


(h)           From
time to time, the Company may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed)
and by notice to the Lenders, designate as additional Issuing Lenders one or more Lenders that agree to serve in such capacity as provided
below. The acceptance by a Lender of any appointment as an Issuing Lender hereunder shall be evidenced by an instrument, which shall be
in a form reasonably satisfactory to the Company, such Lender and the Administrative Agent, shall set forth the Letter of Credit Commitment
of such Lender and shall be executed by such Lender, the Company and the Administrative Agent and, from and after the effective date of
such agreement (i) such Lender shall have all the rights and obligations of an Issuing Lender under this Agreement and (ii) references
herein to the term “Issuing Lender” shall be deemed to include such Lender in its capacity as an Issuing Lender.


 


Section 2.20. Defaulting Lenders. (a) Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender:


 


(i)             Facility
Fees shall cease to accrue, or to be payable by the Company, on the Commitment of such Defaulting Lender pursuant to ‎Section 2.08(a) for
the account of such Defaulting Lender or otherwise;


 






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(ii)            the
Commitment or Outstanding Amount of such Defaulting Lender shall not be included in determining whether any Lender, the Required Lenders
or all Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant
to ‎Section 10.05); provided, however, that this clause (ii) shall not (subject to ‎Section 10.05) apply
to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification specifically requiring the consent of such
Lender or each Lender affected thereby (and in circumstances where the consent of “all Lenders” is required, such Defaulting
Lender’s vote shall not be included except (A) such Defaulting Lender’s Commitment may not be increased or extended without
its consent and (B) the principal amount of, or interest or fees payable on, Loans or Letter of Credit Borrowings may not be reduced
or excused or the scheduled date of payment may not be postponed as to such Defaulting Lender without such Defaulting Lender’s consent);
and


 


(iii)           if
any Letter of Credit Liabilities exist at the time such Lender becomes a Defaulting Lender then:


 


(A)           all
or any part of the Letter of Credit Liabilities of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Pro Rata Shares but only to the extent that after giving effect to such reallocation the Outstanding Amount
of each non-Defaulting Lender does not exceed such Lender’s Commitment;


 


(B)            if
the reallocation described in clause (A) above cannot, or can only partially, be effected, the Company shall within three Business
Days following notice by the Administrative Agent, Cash Collateralize for the benefit of the Issuing Lenders only the Company’s
obligations corresponding to such Defaulting Lender’s Letter of Credit Liabilities (after giving effect to any partial reallocation
pursuant to clause (A) above) in accordance with the procedures set forth in ‎Section 2.19(g) for so long as such Letter
of Credit Liabilities are outstanding;


 


(C)            if
the Company Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Liabilities pursuant to clause (B) above,
the Company shall not be required to pay any fees to such Defaulting Lender pursuant to ‎Section 2.08(b) with respect to
such Defaulting Lender’s Letter of Credit Liabilities during the period such Defaulting Lender’s Letter of Credit Liabilities
are Cash Collateralized;


 


(D)            if
the Letter of Credit Liabilities of the non-Defaulting Lenders are reallocated pursuant to clause (A) above, then the fees payable
to the Lenders pursuant to ‎Section 2.08(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Pro
Rata Shares; and


 






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(E)            if
all or any portion of such Defaulting Lender’s Letter of Credit Liabilities are neither reallocated nor Cash Collateralized pursuant
to ‎Section 2.20(a)(iii)(A) or ‎Section 2.20(a)(iii)(B) above, then, without prejudice to any rights or remedies
of any Issuing Lender or any other Lender hereunder, all Letter of Credit Fees payable under ‎Section 2.08(b) with respect
to such Defaulting Lender’s Letter of Credit Liabilities shall be payable to the Issuing Lenders until and to the extent that such
Letter of Credit Liabilities is reallocated and/or Cash Collateralized; and


 


(iv)          any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether
voluntary or mandatory, at maturity, pursuant to Section 6.03 or otherwise) or received by the Administrative Agent from a Defaulting
Lender pursuant to ‎Section 10.04 shall be applied, in lieu of being distributed to such Defaulting Lender, at such time or times
as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender
to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender
to any Issuing Lender hereunder; third, to Cash Collateralize the Issuing Lenders’ Letter of Credit Liabilities with respect
to such Defaulting Lender in accordance with this Section; fourth, as any Borrower may request (so long as no Default or Event
of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required
by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Company,
to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Lenders’ future Letter of Credit
Liabilities with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance
with this Section; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lenders as a result of any judgment
of a court of competent jurisdiction obtained by any Lender or any Issuing Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default
or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction
obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Letter of Credit Disbursements
in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related
Letters of Credit were issued at a time when the conditions set forth in ‎Section 3.02 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and Letter of Credit Disbursements owed to, all non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of, or Letter of Credit Disbursements owed to, such Defaulting Lender until such time
as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s
Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause ‎(iii) above.
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a
Defaulting Lender or to post Cash Collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto.


 






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(b)           So
long as any Lender is a Defaulting Lender, no Issuing Lender shall be required to issue, amend or increase any Letter of Credit, unless
it is satisfied that the Defaulting Lender’s related exposure and its then outstanding Letter of Credit Liabilities will be 100%
covered in accordance with the terms of this Agreement by the Commitments of the non-Defaulting Lenders and/or Cash Collateral will be
provided by the Company in accordance with ‎Section 2.20(a)(iii), and participating interests in any newly issued or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with ‎Section 2.20(a)(iii)(A) (and
such Defaulting Lender shall not participate therein).


 


(c)           If
(i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long
as such event shall continue or (ii) any Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit, no Issuing Lender shall be required to issue, amend
or increase any Letter of Credit, unless the Issuing Lenders shall have entered into arrangements with the Company or such Lender, satisfactory
to each Issuing Lender, to defease any risk to it in respect of such Lender hereunder.


 


(d)           In
the event that the Administrative Agent, the Company and each Issuing Lender agrees that a Defaulting Lender has adequately remedied all
matters that caused such Lender to be a Defaulting Lender, then the Letter of Credit Liabilities of the Lenders shall be readjusted to
reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other
Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its
Pro Rata Share.


 






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Section 2.21. Incremental Increase in Commitments.
(a)  At any time, if no Event of Default shall have occurred and be continuing, the Company may, if it so elects but subject
to due authorization by all necessary corporate action, increase the aggregate amount of the Commitments (the “Incremental Commitments”),
either by designating one or more financial institutions not theretofore Lenders to become a Lender (such designation to be effective
only with the prior written consent of the Administrative Agent and each Issuing Lender, which consent will not be unreasonably withheld
or delayed), or by agreeing with one or more existing Lenders that such Lender’s Commitment shall be increased. The Incremental
Commitments shall be treated as Commitments for all purposes under this Agreement, except as specifically addressed herein. No Lender
shall be obligated to make any Incremental Commitment unless it shall elect to do so in its sole and absolute discretion in response to
the Company’s request.


 


(b)           Upon
execution and delivery by the Company and such Lender or other financial institution of an instrument (the “Incremental Commitment
Notice”) in form reasonably satisfactory to the Administrative Agent (which instrument shall specify the amount of each Commitment),
such existing Lender shall have a Commitment as therein set forth or such other financial institution shall become a Lender with a Commitment
as therein set forth and all the rights and obligations of a Lender with such a Commitment hereunder; provided that:


 


(i)             the
Company shall provide prompt notice of such increase to the Administrative Agent, who shall promptly notify the Lenders;


 


(ii)            the
amount of such Incremental Commitment, together with all other increases in the aggregate amount of the Commitments pursuant to this ‎Section 2.21
since the date of this Agreement, shall not exceed $500,000,000; and


 


(iii)           the
Letter of Credit Sublimit and Alternative Currency Sublimit shall each be increased by an amount which bears the same ratio to the Increased
Commitments as the Letter of Credit Sublimit and Alternative Currency Sublimit, respectively, bears to the aggregate Commitments then
existing.


 


Section 2.22. Termination Date Extension.
(a)  The Company may, by notice to the Administrative Agent given not less than 30 days prior to an anniversary of the Closing Date,
request that the Lenders extend the Termination Date for an additional one-year period, in each such case; provided that (i) the
Company shall not be permitted to request any such extension more than twice during the term of this Agreement and (ii) in no event
shall such request be made more than once in any calendar year. Upon receipt of any such notice the Administrative Agent shall promptly
notify each Lender thereof. Each Lender shall respond to such request in writing within 20 calendar days after such request and any failure
of a Lender to respond shall be deemed to be a denial of such request. If the Required Lenders agree to such extension, the Termination
Date shall be extended to the date that is one year after the Termination Date then in effect subject, with respect to each Non-Extending
Lender, to the provisions of Section 2.22(b); provided that, any such extension shall become effective on the applicable anniversary
date of the Closing Date.


 






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(b)           If
any Lender does not consent to any extension request pursuant to Section 2.22(a) (a “Non-Extending Lender”)
but the Required Lenders agree to such extension (each such Lender, an “Extending Lender”), then (i) the Termination
Date for each Extending Lender shall be extended to the date specified in the Company’s extension request and (ii) the Commitments
of each Non-Extending Lender shall, subject to the terms of Section 8.06, continue until the Termination Date for such Non-Extending
Lender in effect prior to such extension.


 


(c)            Notwithstanding
the terms of Section 10.05, the Company and the Administrative Agent shall be entitled to enter into any amendments to this Agreement
that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any extension of a Termination
Date pursuant to this Section 2.22.


 


Article 3


Conditions


 


Section 3.01. Closing. The closing
hereunder shall occur upon receipt by the Administrative Agent of the following documents, each dated the Closing Date unless otherwise
indicated:


 


(a)           either
(i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart
of this Agreement;


 


(b)           (i) an
opinion of Weil, Gotshal & Manges, LLP, counsel for the Obligors, in form and substance reasonably satisfactory to the Administrative
Agent and (ii) an opinion of Baker & McKenzie CVBA/SCRL, Belgian counsel for Estée Lauder BV, in form and substance
reasonably satisfactory to the Administrative Agent;


 


(c)            all
fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all reasonable and documented
out-of-pocket expenses to be reimbursed or paid by the Company for which invoices have been presented on or prior to the date that is
three Business Days prior to the Closing Date (or such later date as the Company may agree in its sole discretion;


 






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(d)           all
documents the Administrative Agent may reasonably request relating to the existence of each of the Company and Estée Lauder BV,
the corporate authority for and the validity of the execution and delivery of this Agreement and the Notes, all in form and substance
satisfactory to the Administrative Agent;


 


(e)           evidence
reasonably satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing
Credit Agreement shall have been paid in full and that the commitments under the Existing Credit Agreement have been terminated;


 


(f)            a
certificate of an authorized officer of the Company certifying that (A) the representations and warranties of the Company contained
in this Agreement are true in all material respects on and as of the Closing Date (except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and warranties were true, correct and complete in all material
respects on and as of such earlier date; provided that if any such representation or warranty is qualified by “materially”,
 “Material Adverse Effect” or a similar term, such representation and warranty (as so qualified) shall be true and correct
in all respects) and (B) no Default has occurred and/or is continuing on the Closing Date or would or will exist immediately after
giving effect to the consummation of the transactions to be consummated on the Closing Date;


 


(g)           all
documentation and other information for the Lenders required by bank regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including the Patriot Act, to the extent such documentation and other information
has been requested by the Lenders at least 5 days prior to the Closing Date; and


 


(h)           to
the extent the Company or any Eligible Subsidiary on the Closing Date qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested in a written notice to the Company delivered
at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Company or such Eligible Subsidiary
shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature
page to this Agreement, the condition set forth in this clause (h) shall be deemed to be satisfied).


 


The Administrative Agent shall promptly notify the Company and the
Lenders of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.


 






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Section 3.02. Borrowings and Issuances
of Letters of Credit. The obligation of any Lender to make a Loan on the occasion of any Borrowing and the obligation of any Issuing
Lender to issue (or renew or extend the term of) any Letter of Credit is subject to the satisfaction (or waiver) of the following conditions:


 


(a)            receipt
by the Administrative Agent of a Notice of Borrowing as required by ‎Section 2.02, or receipt by the applicable Issuing Lender
of a Notice of Issuance as required by ‎Section 2.19, as the case may be;


 


(b)           the
fact that, immediately after such Borrowing or issuance of such Letter of Credit (i) the Total Outstanding Amount will not exceed
the aggregate amount of the Commitments, (ii) the aggregate amount of Letter of Credit Liabilities will not exceed the Letter of
Credit Sublimit, (iii) the sum of the aggregate Dollar Amount of the aggregate principal amount of all outstanding Alternative Currency
Loans plus the aggregate Dollar Amount of the aggregate Letter of Credit Liabilities for Letters of Credit in an Alternative Currency
shall not exceed the Alternative Currency Sublimit and (iv) the sum of (x) the aggregate undrawn amount of all outstanding Letters
of Credit issued by any Issuing Lender plus (y) the aggregate amount of all Letter of Credit Disbursements made by such Issuing Lender
that have not yet been reimbursed by or on behalf of the Borrowers at such time shall not exceed such Issuing Lender’s Letter of
Credit Commitment; provided that any Issuing Lender may agree, in its sole discretion, to issue Letters of Credit in excess of
its Letter of Credit Commitment, so long as after giving effect to such issuance, clauses (i), (ii) and (iii) of the immediately
preceding proviso are satisfied;


 


(c)            the
fact that, immediately before and after such Borrowing or issuance of such Letter of Credit, no Default shall have occurred and be continuing;


 


(d)           the
fact that the representations and warranties of the Company (and, in the case of a Borrowing or an issuance of a Letter of Credit by an
Eligible Subsidiary, of such Eligible Subsidiary) contained in this Agreement (other than the representations and warranties in Sections
4.04(c) and 4.05) shall be true in all material respects on and as of the date of such Borrowing or issuance of such Letter of Credit
(except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and
warranties shall have been true, correct and complete in all material respects on and as of such earlier date; provided that if
any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term,
such representation and warranty (as so qualified) shall be true and correct in all respects); and


 






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(e)            the
Closing Date shall have occurred in accordance with ‎Section 3.01.


 


Each Borrowing and issuance of a Letter of Credit hereunder shall be
deemed to be a representation and warranty by the Company (and, in the case of a Borrowing or an issuance of a Letter of Credit by an
Eligible Subsidiary, of such Eligible Subsidiary) on the date of such Borrowing or issuance of a Letter of Credit as to the facts specified
in clauses (b), (c) and (d) of this Section.


 


Section 3.03. First Borrowing by Each Eligible
Subsidiary. The obligation of each Lender to make a Loan, and the obligation of each Issuing Lender to issue a Letter of Credit, on
the occasion of the first Borrowing by or issuance of a Letter of Credit for the account of each Eligible Subsidiary is subject to the
satisfaction of the following further conditions:


 


(a)            receipt
by the Administrative Agent of an opinion of counsel for such Eligible Subsidiary reasonably acceptable to the Administrative Agent covering
such matters relating to the transactions contemplated hereby as the Lenders may reasonably request;


 


(b)           receipt
by the Administrative Agent of all documents which it may reasonably request relating to the existence of such Eligible Subsidiary, the
corporate authority of and the validity of the execution and delivery of the Election to Participate, this Agreement and the Notes (if
any) of such Eligible Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent;


 


(c)            receipt by the Lenders of all documentation
and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act, to the extent requested reasonably in advance of such initial Borrowing or issuance
of a Letter of Credit; and


 


(d)           to the extent such Eligible Subsidiary
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the first Borrowing
by, or issuance of a Letter of Credit for the account of, such Eligible Subsidiary, any Lender that has requested in a written notice
to the Company reasonably in advance of such initial Borrowing or issuance of a Letter of Credit, a Beneficial Ownership Certification
in relation to such Eligible Subsidiary shall have received such Beneficial Ownership Certification.


 


It is hereby agreed that the conditions precedent to a first Borrowing
by, or incurrence of a Letter of Credit for the account of, Estée Lauder BV in this Section 3.03 have been satisfied on the
Closing Date.


 


Section 3.04.
Existing Credit Agreement.  (a) On the Closing Date, the “Commitments” and the “Alternative Currency Commitments”,
if any, as defined in the Existing Credit Agreement shall terminate. JPMorgan Chase Bank, N.A., in its capacity as administrative
agent under the Existing Credit Agreement, hereby confirms that all outstanding amounts, including the principal amount of any outstanding
loans and all accrued but unpaid interest and fees, under the ExistingCredit Agreement have been paid in full.


 






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(b)           The
Lenders that are parties to the Existing Credit Agreement, comprising the “Required Lenders” as defined therein, hereby waive
any requirement of notice of termination of the “Commitments” (as defined in the Existing Credit Agreement) pursuant to ‎Section 2.09
thereof.


 


Article 4


Representations
And Warranties


 


The Company represents and warrants that:


 


Section 4.01. Corporate Existence and Power.
Each Obligor is an organization duly organized or formed, validly existing and in good standing under the laws of the jurisdiction
of its organization, and has all requisite powers and all governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted, except to the extent that the failure to have such licenses, authorizations, consents and approvals
could not reasonably be expected to have a Material Adverse Effect.


 


Section 4.02.
Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company (and, as applicable,
each Eligible Subsidiary) of this Agreement and by the Company (and, as applicable, each Eligible Subsidiary) of the Notes (if any) (A) are
within the corporate or other organizational powers of the Company (and, as applicable, each Eligible Subsidiary), (B) have been
duly authorized by all necessary corporate or other organizational action, (C) require no action by or in respect of, or filing with,
any governmental body, agency or official (other than those which have been made and are in full force and in effect), (D) do not
contravene, or constitute a default under, (i) any provision of applicable law or regulation, (ii) the certificate of incorporation,
organizational documents or by-laws of the Company (and, as applicable, each Eligible Subsidiary), (iii) any agreement evidencing
or governing Debt or of any other agreement or instrument, or (iv) any judgment, injunction, order or decree binding upon the Company
or any of its Subsidiaries and (E) will not result in the creation or imposition of any Lien on any asset of the Company or any of
its Subsidiaries, except, in the case of clause (C) or subclauses (i), (iii) and (iv) of clause (D), as would not reasonably
be expected to result in a Material Adverse Effect.


 


Section 4.03. Binding Effect. This
Agreement constitutes a valid, legal and binding agreement of each Obligor and each Note (if any), when executed and delivered by the
Company (and, as applicable, any Eligible Subsidiary) in accordance with this Agreement, will constitute a valid, legal and binding obligation
of the Company (and, as applicable, such Eligible Subsidiary), in each case enforceable in accordance with its terms, except as the same
may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general principles of equity,
regardless of whether considered in a proceeding in equity or law.


 






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Section 4.04. Financial Information. (a) 
The consolidated balance sheet of the Company and its Consolidated Subsidiaries as of June 30, 2021 and the related consolidated
statements of earnings and cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP, a copy of which has been
delivered to each of the Lenders, fairly present, in all material respects and in conformity with GAAP (except as expressly set forth
in the notes thereto), the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal year.


 


(b)           [Reserved].


 


(c)           On
the Closing Date, there has been no material adverse change in the business, financial position or results of operations of the Company
and its Consolidated Subsidiaries, considered as a whole, since June 30, 2021.


 


Section 4.05. Litigation. Except as
described in Schedule 4.05 and in the Company’s Form 10-K or Form 10-Q most recently filed with the SEC, there is no action,
suit or proceeding pending against, or to the knowledge of any Obligor, overtly threatened against or affecting, the Company or any of
its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility
of an adverse decision which could have a Material Adverse Effect, or which in any manner draws into question the validity or enforceability
of this Agreement or the Notes (if any).


 


Section 4.06. Compliance with ERISA. Except
as would not reasonably be expected to result in a Material Adverse Effect, (a) each member of the ERISA Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance
with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan and (b) no member of the
ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect
of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan, or made any amendment to any Plan,
which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal
Revenue Code or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007
of ERISA.


 


Section 4.07.
Environmental Matters. In the ordinary course of its business, the Company reviews the effect of Environmental Laws on the
business, operations and properties of the Company and its Subsidiaries, in the course of which it evaluates associated liabilities and
costs (including, without limitation, any capital or operating expenditures required for clean-up of properties presently or previously
owned, any capital or operating expenditures required to achieve or maintain compliance with Environmental Laws, any costs or liabilities
in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities under Environmental Laws
to third parties, including employees, and any related costs and expenses). On the basis of this review, the Company has reasonably concluded
that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a Material
Adverse Effect.


 






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Section 4.08. Taxes. Except as would
not reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries have filed all United States Federal
income tax returns and all other tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns
or pursuant to any assessment received by the Company or any Subsidiary, other than taxes due pursuant to any such assessment which are
being contested in good faith by appropriate proceedings.


 


Section 4.09. Subsidiaries. Each of
the Company’s corporate Significant Subsidiaries (other than the Eligible Subsidiaries, with respect to which representations and
warranties comparable to those set forth in this Section are being made in ‎Section 4.01) is a corporation duly incorporated,
validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate or other organizational
powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except
to the extent that the failure to be or have any of the foregoing could not reasonably be expected to have a Material Adverse Effect.


 


Section 4.10. Regulatory Restrictions on
Borrowing. No Obligor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


Section 4.11. Full Disclosure.


 


(a)           All
information heretofore furnished by each Obligor to the Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby, and all such information hereafter furnished by each Obligor to the Administrative Agent
or any Lender, in each case, when taken as a whole, does not or will not contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under
which such statements were (or hereafter are) made.


 






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(b)           As
of the Closing Date, to the best knowledge of the Company or the applicable Eligible Subsidiary, as applicable, the information included
in any Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is
true and correct in all respects.


 


Section 4.12. Anti-Corruption Laws and
Sanctions. Each Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by such Borrower,
its Subsidiaries and their respective directors, officers, employees and agents (in their capacity as such) with Anti-Corruption Laws
and applicable Sanctions, and each Borrower, its Subsidiaries and, to the knowledge of such Borrower, their respective officers, employees,
directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) any
Borrower, any Subsidiary or, to the knowledge of any Borrower, any of their respective directors, officers or employees, or (b) to
the knowledge of any Borrower, any agent of such Borrower or any Subsidiary that will act in any capacity in connection with or benefit
from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, or use of proceeds of the Loans
will violate Anti-Corruption Laws or applicable Sanctions.


 


Article 5


Covenants


 


The Company agrees that, so long as any Lender
has any Commitment hereunder or any amount payable in respect of any Loan remains unpaid or any Letter of Credit Liability remains outstanding:


 


Section 5.01. Information. The Company
will furnish to each of the Lenders:


 


(a)            as
soon as available and in any event within 75 days after the end of each fiscal year of the Company, a consolidated balance sheet of the
Company and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of earnings and cash
flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by
PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing without any qualification or exception
which (i) is of a “going concern” or similar nature or (ii) relates to the limited scope of examination of
matters relevant to such financial statements;


 


(b)           as
soon as available and in any event within 40 days after the end of each of the first three fiscal quarters of each fiscal year of the
Company, a consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter, the related consolidated
statements of earnings for such quarter and the related consolidated statements of earnings and cash flows for the portion of the Company’s
fiscal year ended at the end of such quarter, setting forth in the case of such statements of earnings and cash flows, in comparative
form the figures for the corresponding quarter (with respect to the statement of earnings only) and the corresponding portion of the Company’s
previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation and GAAP applied on a consistent
basis by the chief financial officer or the chief accounting officer of the Company;


 






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(c)            within
ten days after any Senior Officer of any Obligor obtains knowledge of any Default, if such Default is then continuing, a certificate of
the chief financial officer, the chief accounting officer or the treasurer of the Company setting forth the details thereof and the action
which each Obligor is taking or proposes to take with respect thereto;


 


(d)            within
ten days after the mailing thereof to the stockholders of the Company generally, copies of all financial statements, reports and proxy
statements so mailed;


 


(e)            within
ten days after the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements
on Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company shall have filed
with the Securities and Exchange Commission; provided that so long as the Company is a reporting company (within the meaning of
the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof),
the furnishing of such registration statements and reports shall be deemed satisfied upon posting of such registration statements and
reports on the SEC’s website (www.sec.gov/edgar);


 


(f)             if
and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable event”
(as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under
Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event,
a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in endangered or critical status, is insolvent or
has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate,
impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan,
a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code,
a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063
of ERISA, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect
of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition
of a Lien or the posting of a bond or other security, a certificate of the chief financial officer, the chief accounting officer or the
treasurer of the Company setting forth details as to such occurrence and action, if any, which the Company or applicable member of the
ERISA Group is required or proposes to take, except in the case of any events described in clauses (i) or (ii), which individually
or in the aggregate could not reasonably be expected to result in a Material Adverse Effect;


 






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(g)            promptly
following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes
of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot
Act and the Beneficial Ownership Regulation;


 


(h)            written
notice of any change in the information provided in any Beneficial Ownership Certification delivered to such Lender that would result
in a change to the list of beneficial owners identified in such certification; and


 


(i)             from
time to time such additional information regarding the financial position or business of the Company and its Subsidiaries as the Administrative
Agent, at the request of any Lender, may reasonably request.


 


For purposes
of this Section, the Company’s obligation to deliver the items referred to in Sections ‎5.01(a), ‎(b), ‎(d) and
 ‎(e) will be deemed satisfied by (i) the electronic delivery to the Administrative Agent of such items, (ii) the
posting of such items on a website to which the Lenders have access, and which shall have been designated in a notice delivered to the
Lenders and the Administrative Agent or (iii) so long as the Company is a reporting company (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), the posting
of such items on the SEC’s website (www.sec.gov/edgar) (it being understood that in the case of Section 5.01(b), such
posting will be deemed a certification in satisfaction of the requirements of such clause).


 


Section 5.02. Payment of Obligations. The
Company will pay and discharge, and will cause each Significant Subsidiary to pay and discharge, at or before maturity, all their respective
material obligations and liabilities (including, without limitation, tax liabilities and claims of materialmen, warehousemen and the like
which if unpaid might by law give rise to a Lien), except where the same may be contested in good faith by appropriate proceedings or
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and will maintain, and will cause
each Significant Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the accrual of any of the same.


 






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Section 5.03. Insurance. The Company
will, and will cause each of its Significant Subsidiaries to, maintain (either in the name of the Company or in such Significant Subsidiary’s
own name), with financially sound and responsible insurance companies or pursuant to a self-insurance program, insurance on all their
respective properties in at least such amounts, against at least such risks and with such risk retention as are usually maintained, insured
against or retained, as the case may be, in the same general area by companies of established repute engaged in the same or a similar
business; and will furnish to the Lenders, upon request from the Administrative Agent, information presented in reasonable detail as to
the insurance so carried.


 


Section 5.04.
Conduct of Business and Maintenance of Existence. The Company will preserve, renew and keep in full force and effect, and will cause
each Significant Subsidiary to preserve, renew and keep in full force and effect its corporate existence and rights, privileges and franchises
necessary or desirable in the normal conduct of business (except, solely with respect to any Significant Subsidiary that is not a Borrower,
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); provided that nothing
in this ‎Section 5.04 shall prohibit (x) the merger of a Significant Subsidiary into the Company or the merger or consolidation
of a Significant Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and
if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (y) any merger or consolidation
involving the Company, to the extent permitted by Section 5.07.


 


Section 5.05. Compliance with Laws.


 


(a)            The
Company will comply, and cause each Significant Subsidiary to comply, in all material respects with all applicable laws, ordinances, rules,
regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) except where the necessity of compliance therewith is contested in good faith by appropriate proceedings or to
the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


(b)            The
Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and
their respective directors, officers, employees, and agents with Anti-Corruption Laws and applicable Sanctions.


 


Section 5.06.
Inspection of Property, Books and Records. The Company will keep, and will cause each Significant Subsidiary to keep, proper books
of record and account in which full, true and correct entries shall be made in all material respects of all dealings and transactions
in relation to its business and activities; and will permit, and will cause each Eligible Subsidiary to permit, representatives of any
Lender at such Lender’s expense to visit and inspect any of its properties, to examine and make abstracts from any of its books
and records and to discuss its affairs, finances and accounts with its officers, employees and independent public accountants, all at
such reasonable times and as often as may reasonably be desired; provided that (i) such inspections do not unreasonably
interfere with the operations of such Person and (ii) such Lender is subject to the Company’s confidentiality obligations.


 






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Section 5.07. Mergers and Sales of Assets.
The Company will not, (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer,
directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person;
provided that the Company may merge with another Person if (x) the Company is the corporation surviving such merger and (y) after
giving effect to such merger, no Default shall have occurred and be continuing.


 


Section 5.08. Use of Proceeds. The
proceeds of the Loans made under this Agreement will be used by each Borrower for general corporate purposes as shall be determined by
the Company from time to time. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental
or ultimate, of buying or carrying any “margin stock” within the meaning of Regulation U. No Borrower will request any Borrowing
or Letter of Credit, and the Borrowers shall not, directly or, to their knowledge, indirectly, use the proceeds of any Borrowing or Letter
of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (A) in
furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any
Person in violation of Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or
transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permissible for a Person required to
comply with Sanctions or (C) in any manner that would result in the violation of any Sanctions by any party hereto.


 


Section 5.09. Negative Pledge. The
Company will not, and will not permit any Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter
acquired by it, except:


 


(a)            Liens
existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount
not exceeding $50,000,000;


 


(b)            any
Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event;


 


(c)            any
Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing
such asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition or substantial
completion of construction thereof, as the case may be;


 






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(d)            any
Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Company or a Subsidiary and
not created in contemplation of such event;


 


(e)            any
Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in contemplation of such acquisition;


 


(f)             any
Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing
clauses of this Section; provided that such Debt is not increased and is not secured by any additional assets;


 


(g)            Liens
imposed by any governmental authority for taxes, assessments, governmental charges, duties or levies not yet due or which are being contested
in good faith and by appropriate proceedings; provided adequate reserves with respect thereto are maintained on the books of the
Company and its Consolidated Subsidiaries in accordance with GAAP;


 


(h)            Customary
Permitted Liens;


 


(i)             Liens
(other than Liens described in clauses (g) or (h)) arising in the ordinary course of its business which (i) do not secure Debt
or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $300,000,000 and (iii) do not in the aggregate
materially detract from the value of its assets or materially impair the use thereof in the operation of its business;


 


(j)             Liens
on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents
subject to such Liens may at no time exceed $100,000,000;


 


(k)             Liens
securing Permitted Securitization Financings in an aggregate principal or face amount at any date not to exceed the greater of (i) $400,000,000
and (ii) 15% of Consolidated Tangible Net Worth at the last day of the most recently ended fiscal quarter; and.


 


(l)             Liens
not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any date
not to exceed the greater of (i) $400,000,000 and (ii) 15% of Consolidated Tangible Net Worth at the last day of the most recently
ended fiscal quarter.


 






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Section 5.10.
Debt of Subsidiaries. The Company will not permit any of its Subsidiaries to incur or at any time be liable with respect to any Debt
other than (i) Debt owing to the Company or a wholly owned Subsidiary, (ii) Debt created under this Agreement, (iii) any
commercial paper issued by an Eligible Subsidiary the credit support for which is provided by this Agreement, (iv) Debt in
respect of trade letters of credit, (v) other Debt in an aggregate principal amount outstanding not exceeding $600,000,000, (vi) Permitted
Securitization Financings in an aggregate principal or face amount at any date not to exceed the greater of (A) $400,000,000 and
(B) 15% of Consolidated Tangible Net Worth at the last day of the most recently ended fiscal quarter and (vii) extensions, refinancings,
renewals or replacements of the Debt permitted above which, in the case of any such extension, refinancing, renewal or replacement, does
not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such
extension, refinancing, renewal or replacement. For purposes of this Section any preferred stock of a Subsidiary held by a Person
other than the Company or a Wholly-Owned Subsidiary shall be included, at the higher of its voluntary or involuntary liquidation value,
in the “Debt” of such Subsidiary.


 


Section 5.11. Transactions with Affiliates.
The Company will not, and will not permit any Subsidiary to, directly or indirectly, pay any funds to or for the account of, make
any investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement
to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect, any transaction with, any Affiliate (any such payment, investment, lease, sale,
transfer, other disposition or transaction, an “Affiliate Transaction”) except on an arms-length basis on terms at
least as favorable to the Company or such Subsidiary as terms that could have been obtained from a third party who was not an Affiliate;
provided that the foregoing provisions of this Section shall not prohibit (i) any such Person from declaring or paying
any lawful dividend or other payment ratably in respect of all of its capital stock of the relevant class so long as, after giving effect
thereto, no Default or Event of Default shall have occurred and be continuing, (ii) any Affiliate Transaction approved by the independent
directors (or any committee thereof) of the board of directors of the Company or any Subsidiary which is a party to such Affiliate Transaction,
(iii) any Affiliate Transaction disclosed in the Proxy Statement under the heading “Certain Relationships and Related Transactions”
or (iv) any Affiliate Transaction (other than any Affiliate Transaction described in clauses (i), (ii) or (iii)) in which the
amount involved does not exceed $15,000,000.


 


Article 6

Defaults


 


Section 6.01. Events of Default. If
one or more of the following events (“Events of Default”) shall have occurred and be continuing:


 


(a)            any
Borrower shall fail to pay when due any principal of any Loan or any Reimbursement Obligation or shall fail to pay any interest, fees
or other amounts payable hereunder within five Business Days of the due date thereof;


 


(b)            the
Company shall fail to observe or perform any covenant contained in ‎Article 5, other than those contained in Sections ‎5.01
through 5.03, 5.05, 5.06 and ‎5.11; provided that with respect to Section 5.04, this clause (b) shall apply only
with respect to the corporate existence of the Company;


 






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(c)             any
Obligor shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or
(b) above) for 30 days after notice thereof has been given to the Company by the Administrative Agent at the request of any Lender;


 


(d)            any
representation, warranty, certification or statement made by any Obligor in this Agreement or in any certificate, financial statement
or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed
made);


 


(e)            the
Company or any Subsidiary shall fail to make any payment in respect of any Material Financial Obligations when due or within any applicable
grace period;


 


(f)             any
event or condition shall occur which results in the acceleration of the maturity of any Material Debt;


 


(g)            the
Company or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking
the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property,
or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts
as they become due, or shall take any corporate action to authorize any of the foregoing;


 


(h)            an
involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization
or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking
the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property,
and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days; or an order for relief shall
be entered against the Company or any Significant Subsidiary under the federal bankruptcy laws as now or hereafter in effect;


 






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(i)             any
member of the ERISA Group shall fail to pay when due an amount or amounts which it shall have become liable to pay under Title IV of ERISA;
or notice of intent to terminate a Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator
or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Plan;
or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Plan must be terminated;
or there shall occur a complete or partial withdrawal from, or a default within the meaning of Section 4219(c)(5) of ERISA with
respect to, one or more Multiemployer Plans; and any such event or events described in this ‎Section 6.01(i) individually
or in the aggregate could reasonably be expected to result in a Material Adverse Effect;


 


(j)             judgments
or orders for the payment of money in excess of $175,000,000 (net of any insurance with respect to which the carrier has acknowledged
coverage) shall be rendered against the Company or any Subsidiary and such judgments or orders shall continue unsatisfied and unstayed
for a period of 30 days;


 


(k)            there
occurs a Change of Control; or


 


(l)             the
Guaranty or any provision thereof shall be found or held invalid or unenforceable by a court of competent jurisdiction or the Company
shall have repudiated its obligations under the Guaranty;


 


then, following
the occurrence and during the continuance of every such event, the Administrative Agent shall (i) if requested by Required
Lenders, by notice to the Company terminate the Commitments and they shall thereupon terminate, and (ii) if requested by the Required
Lenders, by notice to the Company declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become,
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor;
provided that in the case of any of the Events of Default specified in clause ‎6.01(g) or ‎6.01(h) above with
respect to the Company or any other applicable Obligor, without any notice to any Obligor or any other act by the Administrative Agent
or the Lenders, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor.


 


Section 6.02. Notice of Default. The
Administrative Agent shall give notice to the Company under ‎Section 6.01(c) promptly upon being requested to do so by any
Lender and shall thereupon notify all the Lenders thereof.


 


Section 6.03. Application of Proceeds.
Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice
thereof to the Administrative Agent by the Company or the Required Lenders, all payments received on account of the obligations hereunder
shall, subject to‎ ‎Section 2.20, be applied by the Administrative Agent as follows:


 


(i)            first,
to payment of that portion of the obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative
Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under ‎Section 10.03
and amounts pursuant to Section 7.08 payable to the Administrative Agent in its capacity as such);


 






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(ii)            second,
to payment of that portion of the obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement
obligations in respect of Letter of Credit Disbursements, interest and Letter of Credit fees) payable to the Lenders and the Issuing Lenders
(including fees and disbursements and other charges of counsel to the Lenders and the Issuing Lenders payable under ‎Section 10.03)
arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause ‎(ii) payable
to them;


 


(iii)            third,
to payment of that portion of the obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans
and unreimbursed Letter of Credit Disbursements, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts
described in this clause ‎(iii) payable to them;


 


(iv)            fourth,
(A) to payment of that portion of the obligations constituting unpaid principal of the Loans and unreimbursed Letter of Credit Disbursements
and (B) to Cash Collateralize that portion of Letter of Credit exposure comprising the undrawn amount of Letters of Credit to the
extent not otherwise Cash Collateralized by the Company pursuant to ‎Section 2.19 or ‎Section 2.20, ratably among the
Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (iv) payable to them; provided
that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable
account of the applicable Issuing Lenders to Cash Collateralize obligations in respect of Letters of Credit, (y) subject to ‎Section 2.19
or ‎Section 2.20, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause ‎(iv) shall
be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without
any pending drawings), the pro rata share of Cash Collateral shall be distributed to the other obligations, if any, in the order set forth
in this Section 6.03;


 


(v)            fifth,
to the payment in full of all other obligations due and payable under this Agreement, in each case ratably among the Administrative Agent,
the Lenders and the Issuing Lenders based upon the respective aggregate amounts of all such obligations owing to them in accordance with
the respective amounts thereof then due and payable; and


 






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(vi)            finally,
the balance, if any, after all obligations have been indefeasibly paid in full, to the Company or as otherwise required by law.


 


If any amount remains on deposit as Cash Collateral after all Letters
of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other
obligations due and payable under this Agreement, if any, in the order set forth above.


 


Article 7

The Administrative Agent


 


Section 7.01. Appointment and Authorizations.
Each of the Lenders and each of the Issuing Lenders hereby irrevocably appoints the Administrative Agent and its successors and assigns
as its agent and authorizes the Administrative Agent to take such actions as agent on its behalf under this Agreement and the other Loan
Documents and to exercise such powers as are delegated to the Administrative Agent by the terms under such agreements, together with such
actions and powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes the Administrative
Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a
party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.


 


Section 7.02. Agents and Affiliates. The
bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend
money to, own securities of, act as the financial advisor for or in any other advisory capacity for and generally engage in any kind of
banking, trust or other business with the Company or any Subsidiary or any Affiliate of the foregoing as if it were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders.


 






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Section 7.03. Action by Agents. The
Administrative Agent shall not have any duties or obligations except those expressly set forth herein. In performing its functions and
duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited
circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative
in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is continuing; additionally, each Lender agrees that it will not
assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection
with this Agreement and the transactions contemplated hereby, (b) the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative
Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in ‎Section 10.05), and (c) except as expressly set forth herein, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company
or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for (i) any action taken or not taken by it under or in connection with
this Agreement or the other Loan Documents with the consent or at the request of the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in ‎Section 10.05) or in the absence of its own gross
negligence or willful misconduct or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations
or warranties made by any Borrower 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 Administrative Agent 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 Borrower to perform its obligations hereunder or thereunder (except to
the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted
with gross negligence or willful misconduct). The Administrative Agent shall be deemed not to have knowledge of any Default unless and
until written notice thereof is given to the Administrative Agent by the Company or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection
with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in ‎Article 3 or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.


 


Section 7.04. Consultation with Experts.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability under or in respect of this Agreement or
any other Loan Document for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement
made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.
The Administrative Agent may consult with legal counsel (who may be counsel for any Obligor), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.


 






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Section 7.05. Delegation of Duties. The
Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.


 


Section 7.06. Indemnification. Each
Lender shall, ratably in accordance with its Commitment (or, if at any time the Commitments shall have been terminated, ratably in accordance
with the aggregate outstanding principal Dollar Amount of Loans of such Lender), indemnify the Administrative Agent, its affiliates and
their respective directors, officers, agents and employees (to the extent not reimbursed by any Obligor but without limiting their obligation
to do so) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except
such as result from such indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection
with this Agreement or any action taken or omitted by such indemnitees hereunder.


 


Section 7.07. Resignation of Administrative
Agent.  Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative
Agent (a) may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Lenders and the
Company and (b) shall resign if requested by the Required Lenders. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor to the Administrative Agent approved by the Company (such approval not to be unreasonably withheld, conditioned
or delayed); provided that no approval of the Company shall be necessary if an Event of Default has occurred and is continuing.
If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and
the Issuing Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate
of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. Prior to any retiring Administrative
Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably
necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. The fees payable
by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between
the Company and such successor. After the Administrative Agent's resignation hereunder, the provisions of this Article and ‎Section 10.03
shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.


 






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Section 7.08. Administrative Agent’s
Fees. The Company shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed
upon between the Company and the Administrative Agent.


 


Section 7.09. Other Agents Not Liable.
Nothing in this Agreement shall impose upon Citibank, N.A., BNP Paribas, Bank of America, N.A. or MUFG Bank, Ltd., in their capacities
as Syndication Agents, or JPMorgan Chase Bank, N.A., Citibank, N.A., BNP Paribas Securities Corp., BofA Securities, Inc. or MUFG
Bank, Ltd., in their capacities as Joint Arrangers and Joint Bookrunners, any duties or responsibilities whatsoever in such capacity
under this Agreement or other Loan Document. No Syndication Agent, Joint Bookrunner and Joint Arranger shall have or deemed to have any
fiduciary relationship with any Lender.


 


Section 7.10. Credit Decision.


 


(a)            Each
Lender and each Issuing Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be
applicable to such Lender or Issuing Lender, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring
or holding any other type of financial instrument (and each Lender and each Issuing Lender agrees not to assert a claim in contravention
of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Syndication Agent, any Joint
Bookrunner, any Joint Arranger or any other Lender or Issuing Lender, or any of the Related Parties of any of the foregoing, and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement
as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire
and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Lender,
and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide
such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender
and each Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Arranger,
any Joint Bookrunner, any Syndication Agent or any other Lender or Issuing Lender, or any of the Related Parties of any of the foregoing,
and based on such documents and information (which may contain material, non-public information within the meaning of the United States
securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.


 






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(b)            Each
Lender, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an Assignment
and Assumption Agreement or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or
satisfactory to, the Administrative Agent or the Lenders on the Closing Date.


 


(c)


 


(i)            (i) Each
Lender (including each Issuing Lender for the purposes of this Section) hereby agrees that (x) if the Administrative Agent notifies such
Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative
Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually
and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands
the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter,
return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day
funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received
by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to
the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim,
defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return
of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine.
A notice of the Administrative Agent to any Lender under this Section shall be conclusive, absent manifest error.


 






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(ii)            Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is
in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any
of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a
Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.  Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but
in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof)
as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date
such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater
of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect.


 


(iii)            Each
Borrower hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has
received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender
with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations
owed by such Borrower, except, in each case, to the extent such erroneous Payment is, and solely with respect to the amount of such erroneous
Payment that is, comprised of funds received by the Administrative Agent from (or on behalf of ) any Borrower or any other Loan Party
for the purpose of making such Payment.


 


(iv)            Each
party’s obligations under this clause (c) shall survive the resignation or replacement of the Administrative Agent or any transfer
of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge
of all obligations under any Loan Document.


 


Section 7.11. Posting of Communications.
(a) The Company agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to
the Lenders and the Issuing Lenders by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic
platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


 






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


 


(c)         THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY JOINT ARRANGER,
ANY JOINT BOOKRUNNER, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)
HAVE ANY LIABILITY TO ANY BORROWER, ANY LENDER, ANY ISSUING LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ANY BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC
PLATFORM.


 






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


 





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


 


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


 


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


 


Section 7.12. Certain ERISA Matters. (a) Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Obligor, that at least one of the following
is and will be true:


 


(i)         such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement,


 






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


 





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


 


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


 


(b)         In
addition, unless either (1) sub-clause ‎(i) in the immediately preceding clause (a) is true with respect to a Lender
or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause ‎(iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to,
and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Company or any other Obligor,
that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including
in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any
documents related to hereto or thereto).


 






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Article 8

Change In Circumstances


 


Section 8.01. Alternate Rate of Interest.


 


(a)         Subject
to clauses (b), (c), (d), (e) and (f) of this Section 8.01, if:


 





(i)         the
Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of
any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term
SOFR Rate, the Term SOFR Rate, the Adjusted EURIBOR Rate, the EURIBOR Rate or the Adjusted TIBOR Rate or the TIBOR Rate (including because
the Relevant Screen Rate is not available or published on a current basis), for the applicable Agreed Currency and such Interest Period
or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple RFR, Daily
Simple RFR or RFR for the applicable Agreed Currency; or


 


(ii)         the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark
Borrowing, the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted TIBOR Rate for the applicable Agreed Currency and such
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its
Loan) included in such Borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable Adjusted
Daily Simple RFR for the applicable Agreed Currency will not adequately and fairly reflect the cost to such Lenders (or Lender) of making
or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency;


 






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then the Administrative
Agent shall give notice thereof to the Company and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter
and, until (x) the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no
longer exist with respect to the relevant Benchmark and (y) the applicable Borrower delivers a new Notice of Borrowing or Notice
of Interest Rate Election, (A) for Loans denominated in Dollars, any Notice of Interest Rate Election that requests the conversion
of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Notice of Borrowing that requests a Term
Benchmark Borrowing shall instead be deemed to be a Notice of Borrowing or Notice of Interest Rate Election, as applicable, for a Base
Rate Borrowing and (B) for Loans denominated in an Alternative Currency, any Notice of Interest Rate Election that requests
the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Notice of Borrowing that requests
a Term Benchmark Borrowing or an RFR Borrowing, in each case, for the relevant Benchmark, shall be ineffective; provided that if
the circumstances giving rise to such notice affect only one type of Borrowings, then all other Types of Borrowings shall be permitted.
Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt
of the notice from the Administrative Agent referred to in this Section 8.01(a) with respect to a Relevant Rate applicable to
such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrowers and the Lenders that the circumstances
giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower delivers a new
Notice of Interest Rate Election or Notice of Borrowing, (A) for Loans denominated in Dollars, any Term Benchmark Loan shall on the
last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted
by the Administrative Agent to, and shall constitute, a Base Rate Loan, on such day and (B) for Loans denominated in an Alternative
Currency, (1) any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding
Business Day if such day is not a Business Day) bear interest at the Central Bank Rate for the applicable Alternative Currency plus the
CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest
error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark
Loans denominated in any Alternative Currency shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower
on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark
Loan denominated in any Alternative Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest
at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time and (2) any RFR Loan shall bear
interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent
determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative
Currency cannot be determined, any outstanding affected RFR Loans denominated in any Alternative Currency, shall, at the Borrower’s
election prior to such day: (A) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Amount
of such Loan) immediately or (B) be prepaid by the Borrower on such day.


 





(b)         Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement
is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Dollars for
such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with
clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency, such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00
p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the
Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long
as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising
the Required Lenders.


 






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(c)         Notwithstanding
anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document.


 


(d)         The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of
any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 8.01, including any determination with respect to a tenor, rate or adjustment
or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or
any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent
from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 8.01.


 


(e)         Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate, EURIBOR Rate or TIBOR Rate) and either
(A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to
time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator
of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will
be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark
settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant
to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark
Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark
(including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all
Benchmark settings at or after such time to reinstate such previously removed tenor.


 






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(f)          Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for
a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued
during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request
for a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to a Base Rate Borrowing or (y) any
Term Benchmark Borrowing or RFR Borrowing denominated in an Alternative Currency shall be ineffective. During any Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon
the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. Furthermore,
if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of
the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan,
then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this ‎Section 8.01, (A) for
Loans denominated in Dollars any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next
succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, a Base
Rate Loan and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan shall, on the last day of the
Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day) bear interest at the Central
Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination
shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined,
any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall, at the Borrower’s election prior to
such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable
to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency shall be deemed to be a Term Benchmark Loan
denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at
such time and (2) any RFR Loan shall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR
Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error)
that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected RFR Loans denominated
in any Alternative Currency, shall, at the Borrower’s election prior to such day: (A) be converted into Base Rate Loans denominated
in Dollars (in an amount equal to the Dollar Amount of such Loan) immediately or (B) be prepaid by the Borrower on such day.


 






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Section 8.02. Illegality.


 


(a)         If,
on or after the date of this Agreement, any Change in Law shall make it unlawful or impossible for any Lender (or its Applicable Lending
Office) to make, maintain or fund any of its Loans in any currency and such Lender shall so notify the Administrative Agent, the Administrative
Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon until such Lender notifies the Company and the
Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make, convert
or continue, as applicable, Loans in such currency shall be suspended. Before giving any notice to the Administrative Agent pursuant to
this Section, such Lender shall designate a different Applicable Lending Office if such designation will avoid the need for giving such
notice and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender. If such notice is given, each Loan
of such Lender then outstanding in such currency shall be converted at the Exchange Rate on the day of conversion to a Base Rate Loan
either (i) on the last day of the then current Interest Period applicable to such Term Benchmark Loan if such Lender may lawfully
continue to maintain and fund such Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue
to maintain and fund such Loan to such day.


 


(b)         If
by reason of the fact that an Eligible Subsidiary is organized in, or conducts business in, a jurisdiction outside the United States,
it is unlawful or impracticable under any applicable Law or regulation for such Lender (or its Applicable Lending Office) to make or maintain
Loans to such Eligible Subsidiary, such Lender (an “Ineligible Lender”) shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon until such Lender notifies the
Company and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender
to make or maintain Loans to such Eligible Subsidiary shall be suspended.  If such notice is given, the Company shall, effective
on or before the date that such Eligible Subsidiary shall have the right to make a Borrowing hereunder, (i) replace or terminate
the Commitments of such Ineligible Lender in accordance with Section 2.09, (ii) cancel its request to designate such Subsidiary
as an Eligible Subsidiary hereunder or (iii) prepay each Loan of such Ineligible Lender (x) in the case of any Term Benchmark
Loan held by such Ineligible Lender, on the last day of the then current Interest Period applicable thereto if such Ineligible Lender
may lawfully continue to maintain such Loan to such day or (y) immediately if clause (x) does not apply.


 






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Section 8.03. Increased Cost and Reduced
Return. (a)  If on or after the date hereof, any Change in Law shall impose, modify or deem applicable any reserve (including,
without limitation, any such requirement imposed by the Federal Reserve Board, but excluding with respect to any Term Benchmark Loan any
such requirement with respect to which such Lender is entitled to compensation during the relevant interest period under Section 2.17),
special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended
by, any Lender (or its Applicable Lending Office) or shall subject any Lender to any taxes (other than any taxes indemnified under ‎Section 8.04
or excluded in the definition of Taxes) on its Loans, loan principal, Letters of Credit, Commitments, or other obligations, or its deposits,
reserves, other liabilities attributable or allocated thereto, or impose on any Lender (or its Applicable Lending Office) or on the interbank
market any other condition affecting its Loans, its Note (if any) or its obligation to make Loans or its obligations hereunder with respect
of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office)
of making or maintaining any Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or
receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note (if any) with respect thereto, by
an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent),
the Company shall pay, or shall cause another Borrower to pay, to such Lender such additional amount or amounts as will compensate such
Lender for such increased cost or reduction.


 


(b)         If
any Lender, other than a Defaulting Lender, shall have determined that, after the date hereof, any Change in Law, has or would have the
effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder
to a level below that which such Lender (or its Parent) could have achieved but for such Change in Law (taking into consideration its
policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after
demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional amount or amounts
as will compensate such Lender (or its Parent) for such reduction.


 






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(c)         Each
Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date
hereof, which will entitle such Lender to compensation pursuant to this Section and will use reasonable efforts to designate a different
Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the
sole judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this
Section and setting forth the additional amount or amounts to be paid to it hereunder and the calculation thereof in reasonable detail
shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution
methods. Notwithstanding anything to the contrary in this Section, the Company or relevant Borrower shall not be required to compensate
a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Company
or such Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise
to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.
The obligations of the Company or relevant Borrower pursuant to this Section shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.


 





Section 8.04. Taxes. (a)  For
the purposes of this ‎Section 8.04, the following terms have the following meanings:


 


“Taxes” means any and all present
or future taxes, duties, levies, imposts, deductions, charges or withholdings with respect to any payment by any Obligor pursuant to this
Agreement or under any Note, and all liabilities with respect thereto, excluding (i) in the case of each Lender and the Administrative
Agent, taxes imposed on its income, and franchise, branch profits or similar taxes imposed on it by a jurisdiction under the laws of which
such Lender or the Administrative Agent (as the case may be) is organized or in which its principal executive office is located or, in
the case of each Lender, in which its Applicable Lending Office is located, as a result of a present or former connection, in each case,
between such jurisdiction and the Lender or the Administrative Agent and (ii) in the case of each Lender (other than an Assignee
pursuant to a request by a Borrower), any United States withholding tax (including tax imposed by FATCA) imposed on such payments at the
time such Lender first becomes a party to this Agreement or designates a new Applicable Lending Office, except with respect to an Assignee
to the extent that its assignor was entitled to receive additional amounts in relation to withholding taxes pursuant to this Agreement.


 


“Other Taxes” means any present
or future stamp, court, intangible, recording, filing or documentary taxes and any other excise or property taxes, or similar charges
or levies, which arise from any payment made pursuant to this Agreement or under any Note or from the execution or delivery of, or otherwise
with respect to, this Agreement or any Note.


 






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(b)         Any
and all payments by any Obligor to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made
without deduction for any Taxes or Other Taxes; provided that, if an Obligor shall be required by law to deduct any Taxes or Other
Taxes from any such payments, (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) such Lender or the Administrative Agent (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been made, (ii) such Obligor shall make such deductions,
(iii) such Obligor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable
law and (iv) as soon as practicable but in no event later than 30 days after the date of such payment, such Obligor shall furnish
to the Administrative Agent, at its address referred to in ‎Section 10.01, the original receipt, a certified copy of a receipt
evidencing payment thereof or other evidence of such payment reasonably satisfactory to the Administrative Agent.


 





(c)         Each
Obligor agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation,
any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by such Lender or the Administrative
Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This
indemnification shall be paid within 30 days after such Lender or the Administrative Agent (as the case may be) makes demand therefor.


 


(d)         Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any this Agreement or
any Note shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent
as will permit such payments to be made without withholding or at a reduced rate of withholding or any party to make any filings required
by law. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable requirements of law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower
or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.


 






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Without limiting the generality of the foregoing,


 


(i)          Each Lender that is not a United
States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a “Non-U.S. Lender”), on
or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof
and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested
in writing by the Company (but only so long as such Lender remains lawfully able to do so), shall provide the Company and the Administrative
Agent with two properly completed and duly executed copies of (A) Internal Revenue Service form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI,
as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits
under an income tax treaty to which the United States is a party which exempts the Lender from United States withholding tax or reduces
the rate of withholding tax on payments of interest for the account of such Lender or certifying that the income receivable pursuant to
this Agreement is effectively connected with the conduct of a trade or business in the United States; (B) in the case of a Lender
claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code: (i) a
certificate to the effect that such Lender is not: (1) a “bank” within the meaning of Section 881(c)(3)(A) of
the Internal Revenue Code; (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of
the Internal Revenue Code; or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Internal Revenue Code; and (ii) two properly completed and duly executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E,
as appropriate; or (C) 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 or the Administrative Agent to determine the withholding or deduction required to be made. Such forms shall be delivered
by any Non-U.S. Lender that changes its Applicable Lending Office.


 





(ii)         Each
Lender that is a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code, on or prior to the
date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior
to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by
the Company (but only so long as such Lender remains lawfully able to do so), shall provide the Company and Administrative Agent with
two properly completed and duly executed copies of Internal Revenue Service form W-9, or any subsequent versions or successor thereto
as may be prescribed by applicable law establishing that the Lender (or any participant) is not subject to United States backup withholding
tax.


 


(e)         For
any period with respect to which a Lender has failed to provide the Company or the Administrative Agent with the appropriate form pursuant
to ‎Section 8.04(d) (unless such failure is due to a change in treaty, law or regulation occurring subsequent to the date
on which such form originally was required to be provided), such Lender shall not be entitled to indemnification under ‎Section 8.04(b) or
(c) with respect to Taxes; provided that, if a Lender, which is otherwise exempt from or subject to a reduced rate of withholding
tax, becomes subject to Taxes because of its failure to deliver a form required hereunder, the Company shall take such steps as such Lender
shall reasonably request to assist such Lender to recover such Taxes.


 






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(f)          If
any Obligor is required to pay additional amounts to or for the account of any Lender pursuant to this Section, then such Lender will,
upon request by such Obligor, use reasonable efforts to change the jurisdiction of its Applicable Lending Office if, in the sole judgment
of such Lender, such change (i) will eliminate or reduce any such additional payment which may thereafter accrue and (ii) is
not otherwise disadvantageous to such Lender.


 


(g)         If
a payment made to a Lender under this Agreement or any Note would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the
time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional
documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative
Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (g), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(h)         If
the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund including a refund that such
Administrative Agent or Lender decided to apply to future Taxes, a refund of any indemnified Taxes or Other Taxes as to which it has been
indemnified by any party or with respect to which such party has paid additional amounts pursuant to this Section 8.04, it
shall pay over such refund to such party (but only to the extent of indemnity payments made, or additional amounts paid, by such party
under this Section 8.04 with respect to the indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender (including any Taxes imposed with respect to such refund), and without interest (other
than any interest paid by the relevant governmental authority with respect to such refund); provided that such party, upon the
request of the Administrative Agent or such Lender agrees to repay the amount paid over to such party (plus any penalties, interest or
other charges imposed by the relevant governmental authority) to the Administrative Agent or such Lender in the event the Administrative
Agent or such Lender is required to repay such refund to such governmental authority. Notwithstanding anything to the contrary in this
paragraph (h), in no event will the Administrative Agent or any Lender be required to pay any amount to any party pursuant to this
paragraph (h) to the extent that the payment thereof would place the Administrative Agent or Lender in a less favorable net
after-Tax position than the Administrative Agent or such Lender would have been in if the Tax subject to indemnification had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts giving rise to such refund had never been
paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or
any other information relating to its Taxes which it deems confidential) to the relevant party or any other Person.


 






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


 


Section 8.05. Base Rate Loans Substituted
for Affected Loans. If (i) the obligation of any Lender to make, or to convert or continue outstanding Loans in any currency
has been suspended pursuant to ‎Section 8.02 or (ii) any Lender has demanded compensation under ‎Section 8.03 or
 ‎8.04 with respect to its Loans in any currency and the Company shall, by at least five Business Days’ prior notice to such
Lender through the Administrative Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless
and until such Lender notifies the Company that the circumstances giving rise to such suspension or demand for compensation no longer
exist:


 


(a)         all
Loans which would otherwise be made by such Lender (or continued as or converted into) in such currency shall be made instead in Dollars
as Base Rate Loans (in the case of Alternative Currency Loans, in the same Dollar Amount as the Loan that such Lender would otherwise
have made in the Alternative Currency (on which interest and principal shall be payable contemporaneously with the related Loans of the
other Lenders); and


 


(b)         after
each of its Loans in such currency has been repaid (or converted to a Base Rate Loan), all payments of principal which would otherwise
be applied to repay such Loans shall be applied to repay its Base Rate Loans instead.


 


If such Lender notifies the Company that the circumstances giving rise
to such notice no longer apply, the principal amount of each such Base Rate Loan shall be converted into a Loan denominated in the relevant
currency, as the case may be, on the first day of the next succeeding Interest Period applicable to the related Loans of the other Lenders.
If such Loan is converted into an Alternative Currency Loan, such Lender, the Administrative Agent and the relevant Borrower shall make
such arrangements as shall be required (including increasing or decreasing the amount of such Alternative Currency Loan) so that such
Alternative Currency Loan shall be in the same amount as it would have been if the provisions of this Section had never applied thereto.


 






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Section 8.06. Substitution of Lenders.
If (i) the obligation of any Lenders to make Loans has been suspended pursuant to Section 8.02, (ii) any Lender has
demanded compensation under Section 8.03 or 8.04, (iii) any Lender is a Defaulting Lender, (iv) any Lender fails to give
its consent for any amendment or waiver requiring the consent of 100% of the Lenders or all affected Lenders (and such Lender is an affected
Lender) and for which the Required Lenders have consented or (v) fails to give its consent to an extension of any Termination Date
to which the Required Lenders have consented, the Company shall have the right, with the assistance of the Administrative Agent and the
Issuing Lenders, at the Company’s sole expense, to seek a substitute lender or lenders (which may be one or more of the Lenders),
satisfactory to the Company, the Administrative Agent and the Issuing Lenders, without recourse to the applicable Lender, to purchase
the Loans and assume the Commitments and Letter of Credit Liabilities of such Lender, for a purchase price equal to the aggregate outstanding
principal of such Loans and any funded and outstanding participations in Letter of Credit Disbursements (together with any accrued and
unpaid interest thereon and breakage costs, if any) or such other purchase price as such Lender and substitute lender or lenders shall
agree upon provided that (a) such Lender shall have received from the Company (or assignee Lender, if agreed) payment of accrued
fees and all other amounts payable to it hereunder and under the other Loan Documents not otherwise contemplated in the purchase price
referred to above, (b) such assignment does not conflict with applicable law and (c) in the case of any assignment resulting
from a Lender becoming a non-consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.


 


Article 9

Representations and Warranties of Eligible Subsidiaries


 


Each Eligible Subsidiary shall be deemed by the
execution and delivery of its Election to Participate to have represented and warranted as of the date thereof that:


 


Section 9.01. Corporate Existence and Power.
It is an organization duly organized or formed, validly existing and, if applicable in such Subsidiary’s jurisdiction of organization
or formation, in good standing under the laws of its jurisdiction of organization or formation and is a Wholly-Owned Consolidated Subsidiary.


 






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Section 9.02.
Corporate Governmental Authorization; No Contravention. The execution and delivery by it of its Election to Participate and its Notes
(if any), and the performance by it of this Agreement and its Notes (if any), (A) are within its corporate or other organizational
powers, (B) have been duly authorized by all necessary company or other organizational action, (C) require no action by or in
respect of, or filing with, any governmental body, agency or official (other than those already obtained or made and in full force and
effect), (D) do not contravene, or constitute a default under, (i) any provision of applicable law or regulation, (ii) its
certificate of incorporation, articles of incorporation (or the equivalent organizational documents) or by-laws (or the equivalent governing
documents), (iii) any agreement evidencing or governing Debt or of any other agreement or instrument, or (iv) any judgment,
injunction, order or decree binding upon the Company or such Eligible Subsidiary and (E) will not result in the creation or imposition
of any Lien on any asset of the Company or any of its Subsidiaries, except, in the case of clause (C) or subclauses (i), (iii) and
(iv) of clause (D), as would not reasonably be expected to result in a Material Adverse Effect.


 


Section 9.03. Binding Effect. This
Agreement constitutes a valid and binding agreement of such Eligible Subsidiary and its Notes, when and if executed and delivered in accordance
with this Agreement, will constitute valid and binding obligations of such Eligible Subsidiary, in each case enforceable in accordance
with its terms except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally
and by general principles of equity, regardless of whether considered in a proceeding in equity or law.


 


Article 10

Miscellaneous


 


Section 10.01. Notices. All notices,
requests and other communications to any party hereunder shall be in writing (including bank wire, facsimile transmission or similar writing)
and shall be given to such party: (a) in the case of the Company or the Administrative Agent, at its address or facsimile number
set forth on the signature pages hereof, (b) in the case of any Lender, at its address or facsimile number set forth in its
Administrative Questionnaire, (c) in the case of any Eligible Subsidiary, to it in care of the Company or (d) in the case of
any party, such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative
Agent and the Company. Each such notice, request or other communication shall be effective (i) if given by facsimile transmission,
when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii) if given by
mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if
given by any other means, when delivered at the address specified in this Section; provided that notices to the Administrative
Agent or the Issuing Lenders under ‎Article 2 or ‎Article 8 shall not be effective until received.


 






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Section 10.02. No Waivers. No failure
or delay by the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any Note shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


 


Section 10.03.
Expenses; Limitation of Liability; Indemnification. (a)  The Company shall pay (i) all reasonable out-of-pocket and
documented expenses of the Administrative Agent and the Joint Arrangers, including reasonable fees and disbursements of special counsel
for the Administrative Agent (which in the absence of a conflict of interest shall be limited to one primary counsel for the Administrative
Agent and the Joint Arrangers, collectively, plus, if advisable in the judgment of the Administrative Agent, one local counsel per jurisdiction
for the Administrative Agent and the Joint Arrangers, collectively, and, solely in the case of an actual or perceived conflict of interest
where the Person affected by such conflict notifies the Company of the existence of such conflict, those of another firm of counsel for
all similarly affected Persons, collectively, plus if advisable in the judgment of such Persons, one local counsel per jurisdiction for
all such Persons, collectively), in connection with the preparation and administration of this Agreement, any waiver or consent hereunder
or any amendment hereof and (ii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, each
Issuing Lender and each Lender including (without duplication) the fees and disbursements of outside counsel, in connection with any collection,
bankruptcy, insolvency and other enforcement proceedings resulting from any Event of Default.


 






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(b)            The
Company agrees to indemnify the Administrative Agent, each Issuing Lender, each Joint Arranger and each Lender, their respective affiliates
and the respective directors, officers, agents and employees of the foregoing (each an “Indemnitee”) and hold each
Indemnitee harmless from and against any and all Liabilities and related expenses of any kind, including, without limitation, the reasonable
fees and disbursements of counsel (which in the absence of a conflict of interest shall be limited to one primary counsel for the Indemnitees,
collectively, plus, if advisable in the judgment of the Administrative Agent, one local counsel per jurisdiction for the Indemnitees,
collectively, and, solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies
the Company of the existence of such conflict, those of another firm of counsel for all similarly affected Indemnitees, collectively,
plus if advisable in the judgment of such Indemnitee, one local counsel per jurisdiction for all such Indemnitees, collectively), which
may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee
shall be designated a party thereto) brought or overtly threatened relating to or arising out of this Agreement or any actual or proposed
use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for (i) such
Indemnitee’s own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent
jurisdiction, (ii) such Indemnitee’s material breach in bad faith of this Agreement or material breach of its funding obligations
hereunder, in each case, as determined by a final, non-appealable judgment by a court of competent jurisdiction and (ii) disputes
solely among Indemnitees not arising from or in connection with any act or omission by the Company or any of its affiliates (other than
any proceedings against a Joint Arranger or the Administrative Agent in exercising its role as such under this Agreement). Each Indemnitee
agrees to notify the Company promptly of any proceeding in respect of which it will seek indemnification hereunder; provided, however,
that the failure of any Indemnitee so to notify the Company shall not affect the rights of such Indemnitee hereunder; but provided,
further, that the Company shall be entitled to assert by separate action against such Indemnitee any claim for actual damages incurred
by the Company as a consequence of such failure by such Indemnitee to give such notice. In the event any action, suit or proceeding is
brought against any Indemnitee by any Person other than a Lender, the Administrative Agent, an Issuing Lender or any of their respective
affiliates (a “third party action”), (i) the Company shall be entitled, upon written notice to such Indemnitee,
to assume the investigation and defense thereof with counsel reasonably satisfactory to such Indemnitee unless (x) the employment
by such Indemnitee of separate counsel has been specifically approved by the Company in writing or (y) the designated parties to
the proceeding in which such claim, demand, action or cause of action has been asserted include (or are reasonably likely to include)
both such Indemnitee and any of the Obligor, or any Affiliate (each, a “designated related party”) and in the opinion
of counsel for such Indemnitee there exist one or more defenses that may be available to such Indemnitee which are in conflict with those
available to any designated related party, (ii) such Indemnitee shall be entitled to employ separate counsel and to participate in
the investigation and defense of any such third party action (whether or not the Company has elected to assume such investigation and
defense as contemplated by clause (i) above) and (iii) the fees and expenses of any separate counsel employed by any Indemnitee
in connection with any such third party action shall be borne by such Indemnitee except (x) under the circumstances contemplated
by subclauses (x) and (y) of clause (i) above or (y) if such Indemnitee has reasonably concluded that the Company
is failing actively and diligently to defend such third party action (whether or not the Company has elected to assume such investigation
and defense as contemplated by clause (i) above). The Company shall not settle or compromise any action or claim without the relevant
Indemnitee’s consent if the settlement or compromise involves any performance by, or adverse admission of, such Indemnitee.


 


(c)            To
the extent permitted by applicable law, no party hereto shall assert, and each such party hereby waives, any claim against any other party
hereto, 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, any Loan Document or any agreement or instrument contemplated thereby, any Loan
or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this sentence shall relieve the Company of any
obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee
by a third party. The obligations of the Company pursuant to this Section shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.


 






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Section 10.04. Sharing of Set-Offs. Each
Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the
aggregate amount of principal and interest due with respect to any Loan and Letter of Credit Liabilities held by it which is greater than
the proportion received by any other Lender in respect of the aggregate amount of principal and interest due with respect to any Loan
and Letter of Credit Liability held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such
participations in the Loans and Letter of Credit Liabilities held by the other Lenders, and such other adjustments shall be made, as may
be required so that all such payments of principal and interest with respect to the Loans and Letter of Credit Liabilities held by the
Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender
to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness
of the Obligors other than its indebtedness hereunder. Each Obligor agrees, to the fullest extent it may effectively do so under applicable
law, that any holder of a participation in a Loan and Letter of Credit Liability, whether or not acquired pursuant to the foregoing arrangements,
may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation
were a direct creditor of such Obligor in the amount of such participation.


 


Section 10.05. Amendments and Waivers.


 


(a)            Except
as explicitly set forth in Section 2.21, Section 2.22, Section 8.01(b) or Section 10.05(c), any provision of
this Agreement or the Notes (if any) may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by
each Obligor and the Required Lenders (and, if the rights or duties of the Administrative Agent or the Issuing Lenders are affected thereby,
by the Administrative Agent and the Issuing Lenders, respectively); provided that, except as explicitly set forth in Section 2.21
or Section 2.22 and, in each case subject to Section 2.20 with respect to any Defaulting Lender, no such amendment or waiver
shall, (x) (i) increase or decrease the Commitment of any Lender (except for a ratable decrease in the Commitments of all Lenders)
or subject any Lender to any additional obligation unless signed by such Lender, (ii) reduce the principal of or rate of interest
on any Loan or the amount to be reimbursed in respect of any Letter of Credit or any interest thereon or any fees hereunder unless signed
by each Lender directly affected thereby or (iii) postpone the date fixed for any payment of principal of or interest on any Loan
or for reimbursement in respect of any Letter of Credit or any fees hereunder or for any scheduled reduction or termination of any Commitment
unless signed by each Lender directly affected thereby or (y) unless signed by all the Lenders (i) release the Company from
any of its obligations under ‎Article 11, (ii) change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Loans or the aggregate amount of the Letter of Credit Liabilities, or the number of Lenders, which shall be required for
the Lenders or any of them to take any action under this Section or any other provision of this Agreement, (iii) change the
payment waterfall provisions of Section 2.20(a)(iv) or Section 6.03 or (iv) amend or waive the provisions of ‎Section 10.04,
this Section 10.05, ‎Section 10.06(a)(i) or the definition of Required Lenders.


 






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(b)            Increases
in Commitments and related modifications pursuant to ‎Section 2.21 and extensions of Commitments and related modifications pursuant
to Section 2.22 are not amendments subject to the provisions of this Section.


 


(c)            If
the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect
in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Company shall be permitted to amend,
modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment
shall become effective without any further action or consent of any other party to this Agreement; provided that the Lenders shall
be deemed to have consented to such amendment unless they shall have objected thereto by written notice to the Administrative Agent within
five Business Days after having received notice thereof.


 


Section 10.06.
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 permitted assigns, except that (i) none of the Obligors may assign or otherwise transfer
any of its rights under this Agreement without the prior written consent of all Lenders and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section.


 






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(b)            Any
Lender may at any time grant to one or more banks or other institutions (each a “Participant”) participating interests
in its Commitments or any or all of its Loans and Letter of Credit Liabilities. In the event of any such grant by a Lender of a participating
interest to a Participant, whether or not upon notice to each Obligor and the Administrative Agent, such Lender shall remain responsible
for the performance of its obligations hereunder, and each Obligor and the Administrative Agent 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 any
Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce
the obligations of the Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such participation agreement may provide that such Lender will not agree to any
modification, amendment or waiver of this Agreement described in the proviso in ‎Section 10.05 without the consent of the Participant.
Each Obligor agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of
and subject to the obligations under Section 2.18 and ‎Article 8 with respect to its participating interest as if it were
a Lender. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes
of this Agreement only to the extent of and as a participating interest granted in accordance with this subsection (b). Each Lender that
sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it
enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in
the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant
or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under
this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other
obligation is in registered form under Treasury Regulations Section 5f.103-1(c) or Proposed Section 1.163-5(b) of
the United States Treasury Regulations (or, in each case, any amended or successor versions). The entries in the Participant Register
shall be conclusive absent manifest error.


 


(c)            With
the prior written consent of the Administrative Agent, the Issuing Lenders and, so long as no Event of Default has occurred and is continuing,
the Company, which consents shall not be unreasonably withheld or delayed (provided that the Company shall be deemed to have consented
to any assignment unless the Company shall object thereto by written notice to the Administrative Agent within fifteen (15) Business Days
after having received a request for such consent) (provided, further, that if an Assignee (as defined below) is an affiliate
of any Lender, was a Lender immediately prior to such assignment or is an Approved Fund, no such consent from the Administrative Agent, Issuing
Lenders or Company shall be required and no minimum assignment amount shall apply to any such assignment), any Lender may at any time
assign to one or more banks or other institutions (each an “Assignee”; provided that none of the Company or
its Affiliates nor any natural person shall be an “Assignee”) all, or a proportionate part (equivalent to an initial Commitment
in an amount of not less than $10,000,000) of all, of its rights and obligations under this Agreement and the Notes (if any), and such
Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit C
hereto; provided that (i) each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loans and the Commitment assigned; (ii) the Assignee,
if not already a Lender hereunder, shall deliver to the Administrative Agent an Administrative Questionnaire in which the Assignee designates
one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Obligors
and their related parties or their respective securities) will be made available; and (iii) no assignment shall be made to a Defaulting
Lender. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the
purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be a Lender party to this Agreement and shall
have all the rights and obligations of a Lender with Commitments as set forth in such instrument of assumption, and the transferor Lender
shall be released from its obligations hereunder to a corresponding extent. Upon the consummation of any assignment pursuant to this subsection
(c), the transferor Lender, the Administrative Agent and the Borrowers shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an
administrative fee for processing such assignment in the amount of $3,500. The Assignee, if not already a Lender hereunder, shall deliver
to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income
taxes in accordance with ‎Section 8.04.


 






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(d)            Any
Lender may at any time assign all or any portion of its rights under this Agreement and its Note (if any) to a Federal Reserve Bank. No
such assignment shall release the transferor Lender from its obligations hereunder.


 


(e)            No
Assignee, Participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under ‎Section 8.03
or ‎8.04 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made
with the Company’s prior written consent or by reason of the provisions of ‎Section 8.02, ‎8.03 or ‎8.04 requiring
such Lender to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving
rise to such greater payment did not exist. A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to
the benefits of ‎Section 8.04 unless such Participant agrees to comply with ‎Section 8.04(d) as though it were
a Lender (it being understood that the documentation required under ‎Section 8.04(d) shall be delivered to the Participating
Lender).


 


(f)            The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of
each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount of the Loans and Letter of Credit Liabilities owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and
the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, any Issuing Lender and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


 






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(g)            Upon
its receipt of a duly completed Assignment and Assumption Agreement executed by an assigning Lender and an Assignee, the Assignee’s
completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred
to in paragraph (c) of this Section and any written consent to such assignment required by paragraph (c) of this Section,
the Administrative Agent shall accept such Assignment and Assumption Agreement and record the information contained therein in the Register;
provided that if either the assigning Lender or the Assignee shall have failed to make any payment required to be made by it pursuant
to ‎Section 2.04(b), ‎Section 2.14(b), ‎Section 2.19(a) or ‎Section 2.19(d), the Administrative
Agent shall have no obligation to accept such Assignment and Assumption Agreement and record the information therein in the Register unless
and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph (including a Note as defined in ‎Section 2.05(d)).


 


(h)            Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle (an “SPC”) sponsored by a Granting Lender and identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Company, the option to provide to the Company all or any part of any Loan that such Granting
Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan
by an SPC hereunder shall utilize the Commitments of the Granting Lender to the same extent, and as if, such Loan were made by such Granting
Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement
(all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the
United States or any State thereof. In addition, notwithstanding anything to the contrary in this ‎Section 10.06, any SPC may
(i) with notice to, but without the prior written consent of, the Company and the Administrative Agent and without paying any processing
fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institution providing liquidity
and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans; provided that any such
assignment to a financial institution other than to the Granting Lender shall require the consent of the Company and the Administrative
Agent, which consent shall be provided in the sole and absolute discretion of the Company or the Administrative Agent, as the case may
be, and (ii) disclose any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider
of any surety, guarantee or credit or liquidity enhancement to such SPC; provided that any such Person (other than a rating agency)
signs a confidentiality agreement which contains substantially the same provisions as set forth in ‎Section 10.12. As this ‎Section 10.06‎(f) applies
to any particular SPC, this ‎Section 10.06‎(f) may not be amended without the written consent of such SPC. Additionally,
the Company shall not be subject to any increased costs pursuant to ‎Section 8.03, indemnity claims pursuant to ‎Section 10.03(b) or
increased taxes pursuant to ‎Section 8.04 (collectively, “Increased Costs”) with respect to an SPC if the
Company would not have been subjected to such Increased Costs had the Loan not been funded (directly or indirectly) by the SPC and any
payment for any such Increased Costs shall be limited to the amounts that the Company would have been required to pay to the Granting
Lender if such Loan had not been so funded by the SPC; provided, however, that the SPC shall be entitled to the benefits
of ‎Article 8 and ‎Section 10.03 with respect to the interest granted to it by the Granting Lender to the extent that
the Granting Lender was entitled to such benefits pursuant to this Agreement.


 






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Section 10.07. Collateral. Each of
the Lenders represents to the Administrative Agent and each of the other Lenders that it in good faith is not relying upon any “margin
stock” (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement.


 


Section 10.08. Governing Law, Submission
to Jurisdiction . This Agreement and each Note (if any) shall be governed by and construed in accordance with the laws of the State
of New York. Each Obligor hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of
New York sitting in the Borough of Manhattan (or, if such court lacks subject matter jurisdiction, the Supreme Court of the State of New
York sitting in the Borough of Manhattan), and any appellate court from any thereof, for purposes of all legal proceedings arising out
of or relating to this Agreement or the transactions contemplated hereby. Each Obligor irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.


 






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Section 10.09. Service of Process.
Without limiting the foregoing, each Eligible Subsidiary hereby irrevocably designates The Estée Lauder Companies Inc., 767 Fifth
Avenue, New York, New York 10153, as the designee, appointee and agent of such Eligible Subsidiary to receive, for and on behalf of such
Eligible Subsidiary, service of process in such respective jurisdictions in any legal action or proceeding with respect to this Agreement
or any Note. It is understood that a copy of such process served on such agent will be promptly forwarded by mail to such Eligible Subsidiary
at its address set forth opposite its signature below, but the failure of such Eligible Subsidiary to receive such copy shall not affect
in any way the service of such process.


 


Section 10.10. Counterparts; Integration;
Effectiveness; Electronic Execution.


 


(a)            This
Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and
supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. Except
as provided in ‎Section 3.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the
other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 






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(b)            Delivery
of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document,
amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to ‎Section 10.01),
certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions
contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any
other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records
in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require
the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures
approved by it; provided, further, without limiting the foregoing, (1) to the extent the Administrative Agent has agreed to accept
any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly
given by or on behalf of any Borrower without further verification thereof and without any obligation to review the appearance or form
of any such Electronic signature and (2) upon the request of the Administrative Agent, any Electronic Signature shall be promptly
followed by a manually executed counterpart. Without limiting the generality of the foregoing, each Borrower hereby (a) agrees that,
for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings
or litigation among the Administrative Agent, the Lenders, and the Borrowers, Electronic Signatures transmitted by telecopy, emailed pdf.
or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this
Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any
paper original, (b) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement,
any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed
created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records
shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record),
(c) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan
Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or
such Ancillary Document, respectively, including with respect to any signature pages thereto and (d) waives any claim against
any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance
on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image
of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrowers to use any available
security measures in connection with the execution, delivery or transmission of any Electronic Signature.


 


Section 10.11. WAIVER OF JURY TRIAL. EACH
OBLIGOR, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 






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Section 10.12. Confidentiality. Each
of the Administrative Agent and each Lender agrees to keep any information delivered or made available by any Obligor pursuant to this
Agreement confidential from anyone other than persons employed or retained by the Administrative Agent or such Lender who are engaged
in evaluating, approving, structuring or administering the credit facility contemplated hereby; provided that nothing herein shall
prevent the Administrative Agent or any Lender from disclosing such information (a) to any persons employed or retained by the Administrative
Agent or any other Lender who are engaged in evaluating, approving, structuring or administering the credit facility contemplated hereby,
(b) to any other Person if reasonably incidental to the administration of the credit facility contemplated hereby so long as such
Person agrees to keep such information confidential in accordance with the provisions of this ‎Section 10.12, (c) upon the
order of any court or administrative agency, (d) upon the request or demand of any regulatory agency or authority, including any
self-regulating authority, (e) which had been publicly disclosed other than as a result of a disclosure by the Administrative Agent
or any Lender prohibited by this Agreement or, to the knowledge of the Administrative Agent or such Lender, by any other Person as a result
of a disclosure by such Person in violation of an obligation of confidentiality, (f) to the extent necessary, in connection with
any litigation to which the Administrative Agent, any Lender or its subsidiaries or Parent may be a party, (g) to the extent necessary
in connection with the exercise of any remedy hereunder, (h) to such Lender’s or the Administrative Agent’s legal counsel
and independent auditors, (i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees,
agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such information and instructed to keep such information confidential), (j) on a confidential basis
to (i) any rating agency in connection with rating the Company or its Subsidiaries or the credit facility provided hereunder or (ii) the
CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or
other market identifiers with respect to the credit facility provided hereunder, (k) with the consent of the Company or (l) subject
to an agreement containing provisions substantially similar to those contained in this Section, to (i) any actual or proposed Participant
or Assignee or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction or any credit
insurance provider, in each case, relating to any Borrower and its obligations. Each Lender and the Administrative Agent shall give the
Company prompt notice of any disclosure made by such Lender or the Administrative Agent, as the case may be, as permitted pursuant to
clauses (c), (d) (other than any such disclosure made by any Lender to bank examiners during any examination of such Lender conducted
in the ordinary course by such examiners) or (f) of this Section, but solely to the extent permitted by law and, in the case of any
disclosure permitted pursuant to clause (f), solely to the extent that the interests of such Lender or the Administrative Agent, as the
case may be, and the applicable Obligor in the relevant litigation are not adverse in any material respect. In addition, the Administrative
Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar
service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration
of this Agreement, the other Loan Documents and the Commitments.


 






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Section 10.13. Conversion of Currencies.
(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency
into another currency, each party hereto (including any Eligible Subsidiary) agrees, to the fullest extent that it may effectively do
so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the
first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is
given.


 


(b)            The
obligations of each Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable
Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency
in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable
Creditor may in accordance with normal banking procedures in the relevant jurisdiction 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 Applicable Creditor in the Agreement
Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against
such loss. The obligations of the Borrowers contained in this ‎Section 10.13 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.


 


Section 10.14. European Economic and Monetary
Union. (a) Definitions. In this ‎Section 10.14 and in each other provision of this Agreement to which reference
is made in this ‎Section 10.14 expressly or impliedly, the following terms have the meanings given to them in this ‎Section 10.14:


 


“Euro Unit” means the currency
unit of the Euro;


 


“National Currency Unit” means
the unit of currency (other than a Euro Unit) of a Participating Member State;


 


(b)            Redenomination
and Eligible Currencies. On the date on which any state that is not a Participating Member State on the date hereof becomes a Participating
Member State, each obligation under this Agreement of a party to this Agreement which has been denominated in the National Currency Unit
of such Participating Member State shall be redenominated into the Euro Unit in accordance with EMU Legislation.


 






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(c)            Loans.
Any Loan in the currency of a state that becomes a Participating Member State after the date hereof shall be made in the Euro Unit after
the date on which such state becomes a Participating Member State.


 


(d)            Payments
by the Administrative Agent to the Lenders. Any amount payable by the Administrative Agent to the Lenders under this Agreement in
the currency of a state that becomes a Participating Member State after the date hereof shall be paid in the Euro Unit after the date
on which such state becomes a Participating Member State.


 


Section 10.15. USA Patriot Act. Each
Lender subject to the Act hereby notifies the Borrowers 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 obtain, verify and record information
that identifies each Borrower, which information includes the names and addresses of each Borrower and other information that will allow
such Lender to identify each Borrower in accordance with the Act.


 


Section 10.16. Acknowledgement and Consent
to Bail-in of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution
arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


 


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


 


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


 


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


 


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


 


(iii)          the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 






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Section 10.17. Right of Setoff. If
an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including
other rights of setoff) which such Lender may have.


 


Section 10.18. No Fiduciary Duty. The
Company agrees that in connection with all aspects of the Loans and Letters of Credit contemplated by this Agreement and any communications
in connection therewith, the Company and its Subsidiaries, on the one hand, and the Administrative Agent, the Issuing Lenders, the Lenders
and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary
duty on the part of the Administrative Agent, the Issuing Lenders, the Lenders or their Affiliates, and no such duty will be deemed to
have arisen in connection with any such transactions or communications. The Company acknowledges and agrees that the Administrative Agent,
each Issuing Lender, each Lender and their Affiliates may have economic interests that conflict with those of the Company and its Subsidiaries,
their stockholders and/or their affiliates.


 


Section 10.19 Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support,
through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC
Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with
respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the
 “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of
the State of New York and/or of the United States or any other state of the United States):


 






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


 


Section 10.20 Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the
 “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect
of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the applicable Overnight Rate to the date of repayment, shall have been received by such Lender.


 


Article 11

Guaranty


 


Section 11.01. The Guaranty. The Company
hereby unconditionally and irrevocably guarantees the full and punctual payment (whether at stated maturity, upon acceleration or otherwise)
of the principal of and interest on each Loan made to each Borrower (other than the Company) pursuant to this Agreement, and the full
and punctual payment of all other amounts payable by each such Borrower under this Agreement (including any interest, fees, costs, expenses
and other obligations that accrue after the commencement of any bankruptcy, insolvency, reorganization or similar case or proceeding,
or which would have accrued but for such case, proceeding or other action and whether or not such interest, fees, costs, expenses or other
obligations are allowed or allowable as a claim in such case, proceeding or other action). Upon failure by any Borrower (other than the
Company) to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid at the place and in the manner
and currency specified in this Agreement.


 






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Section 11.02. Guaranty Unconditional.
The obligations of the Company under this Article 11 shall be irrevocable, unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise affected by:


 


(i)        any
extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Borrower under this Agreement
or any Note, by operation of law or otherwise;


 


(ii)       any
modification or amendment of or supplement to this Agreement or any Note;


 


(iii)      any
release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other Borrower under this
Agreement or any Note;


 


(iv)      any
change in the corporate existence, structure or ownership of any other Borrower, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting any other Borrower or its assets or any resulting release or discharge of any obligation of any other Borrower
contained in this Agreement or any Note;


 


(v)       the
existence of any claim, set-off or other rights which the Company may have at any time against any other Borrower, the Administrative
Agent, any Issuing Lender, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided
that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;


 


(vi)      any
invalidity or unenforceability relating to or against any Borrower for any reason of this Agreement or any Note, or any provision of applicable
law or regulation affecting any term of the obligations guaranteed under this Article 11 or purporting to prohibit the payment by
any Borrower of the principal of or interest on any Note or any other amount payable by any Borrower under this Agreement; or


 


(vii)     any
other act or omission to act or delay of any kind by any Borrower, the Administrative Agent, any Issuing Lender, any Lender or any other
Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge
of or defense to the Company’s obligations under this Article 11.


 






    112


     


    

 


Section 11.03. Discharge Only upon Payment
in Full; Reinstatement in Certain Circumstances. The Company’s obligations under this Guaranty shall remain in full force and
effect until the Commitments shall have terminated, the principal of and interest on the Loans and all other amounts payable by the Borrowers
under this Agreement shall have been paid in full and no Letter of Credit Liabilities remain outstanding. If at any time any payment of
the principal of or interest on any Loan, any reimbursement obligation or any other amount payable by any Borrower under this Agreement
is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Borrower or otherwise,
the Company’s obligations under this Guaranty with respect to such payment shall be reinstated as though such payment had been due
but not made at such time.


 





Section 11.04. Waiver by the Company. The
Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement
that at any time any action be taken by any Person against any Borrower or any other Person.


 


Section 11.05. Subrogation. Upon making
any payment with respect to any other Borrower under this Guaranty, the Company shall be subrogated to the rights of the payee against
such Borrower with respect to such payment; provided that the Company shall not enforce any payment by way of subrogation until
all amounts of principal of and interest on the Loans and all other amounts payable by such Borrower under this Agreement have been paid
in full and no Letter of Credit Liabilities owing by such Borrower remain outstanding.


 


Section 11.06. Stay of Acceleration. If
acceleration of the time for payment of any amount payable by any other Borrower under this Agreement or the Notes (if any) is stayed
upon the insolvency, bankruptcy or reorganization of such Borrower, all such amounts otherwise subject to acceleration under the terms
of this Agreement shall nonetheless be payable by the Company forthwith on demand by the Administrative Agent made at the request of the
Required Lenders.


 


Section 11.07. Limitation of Liability.
Notwithstanding the other provisions of this ‎Article 11, the obligations of the Company hereunder shall be limited to an
aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548
of the United States Bankruptcy Code or any comparable provisions of applicable law of any State of the United States of America.








 






    113


     


    

 


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 above written.


 


	 	THE ESTÉE LAUDER COMPANIES INC., as
	 	     the Company and Guarantor
	 	 
	 	By:	/s/ Akhil Shrivastava
	 	 	Name: 	Akhil Shrivastava
	 	 	Title: 	Senior Vice President & Corporate Treasurer


 


	 	Address: 	7 Corporate Center Drive
	 	 	Melville, NY 11747
	 	Attention: 	Jay Banerjee
	 	Telephone: 	212-277-2384
	 	Facsimile:	 
	 	E-mail: 	jbanerje@estee.com


 


	 	ESTÉE LAUDER BV, as Eligible Subsidiary
	 	 
	 	By:  	/s/ Tracey T.Travis 
	 	 	Name: 	 Tracey T.Travis 
	 	 	Title: 	Director


 


[Signalure Page to Credit Agreement]


 






     


     


    

 



 


	 	JPMORGAN CHASE BANK,
N.A.,
	 	 as Administrative Agent,
a Lender and an Issuing Lender
	 	 
	 	By:	/s/ Heather Hoopingarner
	 	 	Name: Heather Hoopingarner
	 	 	Title:   Vice President



 


	 	 
	 	Address: 	10 S Dearborn, Floor L2 Chicago, IL
60603
	 	Attention:
   	Christopher Jefferson
	 	Telephone:  	312-732-2007
	 	Facsimile:	844-490-5663
	 	E-mail:	Christopher.jefferson@chase.com with a

                                                 copy to jpm.agency.cri@jpmorgan.com





 









    


     


    

 


	 	CITIBANK, N .A., as a Lender and as an
    Issuing Lender
	 	 
	 	By:	/s/ Michael
    Vondriska
	 	Name:  	Michael Vondriska
	 	Title:  	Vice President



  


[Signature Page to Credit Agreement]


 






    


     


    

 



 


	 	BNP PARIBAS, as a Lender, and as an Issuing Lender
	 	
	 	By:	/s/ Christopher Sked
	 	 	Name:	Christopher Sked
	 	 	Title:	Managing Director
	 	  
	 	By:	/s/ Nicolas Doche
	 	 	Name:	 Nicolas Doche
	 	 	Title:	Vice President




 


[Signature Page to
Credit Agreement]


 






    


     


    

 


	 	Bank of America N.A., as a Lender and as an Issuing Lender
	 	 
	 	By:	/s/ Alexandra Korchmar
	 	 	Name: 	Alexandra Korchmar
	 	 	Title:	Vice President



  


[Signature Page to
Credit Agreement]


 






    


     


    

 



 


	 	MUFG
    BANK, LTD., 
	 	as
    a Lender and as an Issuing Lender







 


	 	By:	/s/ Lillian
    Kim
	 	 	Name: Lillian Kim
	 	 	Title:   Director




 


[Signature
Page to Credit Agreement]


 






     


     


    

 


	 	GOLDMAN
    SACHS BANK USA as a Lender
	 	 




	 	By:	/s/ Rebecca Kratz
	 	 	Name: Rebecca Kratz
	 	 	Title:   Authorized Signator




 


[Signature Page to Credit Agreement]


 






     


     


    

 



 


	 	HSBC BANK USA, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	By:	/s/ Jack Kelly
	 	 	Name: Jack Kelly
	 	 	Title: Vice President #23204







 


[Signature Page to Credit Agreement]


 




     


     


    

 


	 	U.S.
    Bank National Association, as a Lender
	 	 
	 	By:	/s/ Joyce P. Dorsett
	 	 	Name: Joyce P. Dorsett
	 	 	Title: Senior Vice President




 


[Signature Page to
Credit Agreement]


 




     


     


    


	 	 
	 	INDUSTRIAL AND COMMERCIAL BANK
    OF CHINA LIMITED, NEW YORK BRANCH, as a Lender
	 	 
	 	By:	/s/ Dayi Liu 
	 	 	Name:	Dayi Liu 
	 	 	Title: 	Executive Director
	 	 
	 	By:	/s/ Lindsay Du
	 	 	Name: 	Lindsay Du 
	 	 	Title:	Director




 


[Signature
Page to Credit Agreement]


 









     


     


    

 


	 	ROYAL BANK OF CANADA, as a
    Lender
	 	 
	 	By: 	/s/
    John Flores 
	 	 	Name:	John Flores 
	 	 	Title: 	Authorized Signatory




  


[Signature
Page to Credit Agreement]


 






     


     


    

 



 


	 	Société Générale, as a Lender
	 	 
	 	By:	/s/ Richard Bernal
	 	 	Name:	Richard Bernal
	 	 	Title:	Managing Director




 






    


     


    




 


	 	BANCO BILBAO VIZCAYA
    ARGENTARIA, S.A. NEW YORK BRANCH, include booking branch, if applicable, as a Lender
	 	  
	 	By:	/s/ Cara Younger 
	 	 	Name:	 Cara Younger 
	 	 	Title:	 Executive Director
	 	  
	 	By:	/s/ Miriam Trautmann
	 	 	Name:	Miriam Trautmann
	 	 	Title:	 Senior Vice President




  


Signature Page to
Credit Agreement


 






    


     


    

 



 


	 	The
    Northern Trust Company, as a Lender
	 	 
	 	By:	/s/  Eric
Siebert
	 	 	Name: Eric Siebert
	 	 	Title:   Senior Vice
    President




 


[Signature Page to
Credit Agreement]


 






     


     


    

 


	 	DBS
    Bank Ltd., as a Lender
	 	 
	 	By:	/s/ Joanne Goh
	 	 	Name: Joanne Goh
	 	 	Title:   Executive Director




 


[Signature Page to
Credit Agreement]


 






     


     


    

 


	 	Agricultural Bank of China, New York Branch, as a Lender
	 	 
	 	By:	 /s/ Nelson Chou
	 	 	Name: Nelson Chou
	 	 	Title:   SVP & Head of Corporate Banking




 


[Signature Page to Credit Agreement]


 




     


     


    

 


COMMITMENT SCHEDULE


 





	LENDER	 	COMMITMENT	 
	JPMorgan Chase Bank, N.A.	 	$	260,000,000.00	 
	Citibank, N.A.	 	$	260,000,000.00	 
	BNP Paribas	 	$	260,000,000.00	 
	Bank of America, N.A.	 	$	260,000,000.00	 
	MUFG Bank, LTD.	 	$	260,000,000.00	 
	Goldman Sachs Bank USA	 	$	150,000,000.00	 
	HSBC Bank USA, National Association	 	$	150,000,000.00	 
	U.S. Bank National Association	 	$	150,000,000.00	 
	Industrial and Commercial Bank of China Limited, New York Branch	 	$	150,000,000.00	 
	Royal Bank of Canada	 	$	150,000,000.00	 
	Société Générale	 	$	150,000,000.00	 
	Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	 	$	75,000,000.00	 
	The Northern Trust Company	 	$	75,000,000.00	 
	DBS Bank Ltd.	 	$	75,000,000.00	 
	Agricultural Bank of China, New York Branch	 	$	75,000,000.00	 
	TOTAL	 	$	2,500,000,000	 









 






     

     


    

 


PRICING SCHEDULE


 





Each of “Facility Fee Rate”,
 “Letter of Credit Fee Rate”, and “Applicable Margin” means, for any day, the rate per annum set
forth below in the row opposite such term and in the column corresponding to the Pricing Level that applies on such day:


 


	Pricing	 	Level I	 	 	Level II	 	 	Level III	 	 	Level IV	 	 	Level V	 
	Facility Fee Rate:	 	 	0.040	%	 	 	0.045	%	 	 	0.050	%	 	 	0.070	%	 	 	0.090	%
	Applicable Margin for Base Rate Loans:	 	 	0.000	%	 	 	0.000	%	 	 	0.000	%	 	 	0.000	%	 	 	0.000	%
	Applicable Margin for all other Loans:	 	 	0.460	%	 	 	0.580	%	 	 	0.700	%	 	 	0.805	%	 	 	0.910	%
	Letter of Credit Fee Rate:	 	 	0.460	%	 	 	0.580	%	 	 	0.700	%	 	 	0.805	%	 	 	0.910	%



 


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


 


“Level I Status” exists at any
date if, at such date, the Company’s Unsecured Long-Term Debt is rated AA or higher by S&P or Aa2 or higher by Moody’s.


 


“Level II Status” exists at
any date if, at such date, (i) the Company’s Unsecured Long-Term Debt is rated AA- or higher by S&P or Aa3 or higher by
Moody’s, and (ii) Level I Status does not exist.


 


“Level III Status” exists at
any date if, at such date, (i)  the Company’s Unsecured Long-Term Debt is rated A+ or higher by S&P or A1 or higher by
Moody’s, and (ii) neither Level I Status nor Level II Status exists.


 


“Level IV Status” exists at
any date if, at such date, (i) the Company’s Unsecured Long-Term Debt is rated A or higher by S&P or A2 or higher by Moody’s,
and (ii) neither Level I Status, Level II Status nor Level III Status exists.


 


“Level V Status” exists at any
date if, at such date, no other Status applies.


 


“Moody’s” means Moody’s
Investors Services, Inc. (or any successor thereto).


 


“S&P” means S&P Global
Ratings (or any successor thereto).


 


“Status”
refers to the determination of which of Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status exists at
any date.


 





The credit ratings to be utilized for purposes
of this Schedule are those assigned to the senior unsecured long-term debt securities of the Company without third-party credit enhancement
(the “Company’s Unsecured Long-Term Debt”), and any ratings assigned to any other debt security of the Company
shall be disregarded. The ratings in effect for any day are those in effect at the close of business on such day. In the case of split
ratings from S&P and Moody’s, the rating to be used to determine the applicable Status is the higher of the two (e.g.,
AA/Aa3 results in Level I Status); provided that if the split is more than one full rating category, the rating one rating category
below the higher rating shall be used (e.g., AA-/A2 results in Level III Status and AA/B2 results in Level II Status).





 






     

     


    

 


SCHEDULE 2.19


 


	ISSUING LENDER	 	LETTER OF CREDIT

 COMMITMENT	 
	JPMorgan Chase Bank, N.A.	 	$	30,000,000	 
	BNP Paribas	 	$	30,000,000	 
	Citibank, N.A.	 	$	30,000,000	 
	Bank of America, N.A.	 	$	30,000,000	 
	MUFG Bank, Ltd.	 	$	30,000,000	 
	TOTAL	 	$	150,000,000	 



 






     

     


    

 


SCHEDULE 4.05


 


None.


 






     

     


    

 


EXHIBIT A


 


FORM OF NOTE


 


THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY
MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF
THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.


 


New York, New York


 


___________ __ , 202_


 


For value received, ________________________, a
___________ corporation (the “Borrower”), promises to pay to the order of ______________________ (the “Lender”),
for the account of its Applicable Lending Office, the unpaid principal amount of each Loan made by the Lender to the Borrower pursuant
to the Credit Agreement referred to below on the maturity date provided for in the Credit Agreement. The Borrower promises to pay interest
on the unpaid principal amount of each such Loan on the dates and at the rate or rates and in the currency provided for in the Credit
Agreement. All such payments of principal and interest shall be made (i) if in dollars, in lawful money of the United States in Federal
or other immediately available funds at the office of JPMorgan Chase Bank, N.A., 10 S Dearborn, Chicago, IL 60603, or (ii) if
in an Alternative Currency, in such funds as may then be customary for the settlement of international transactions in such currency at
the place specified for payment thereof pursuant to the Credit Agreement.


 


All Loans made by the Lender, the respective types
and maturities and currencies thereof and all repayments of the principal thereof shall be recorded by the Lender and, if the Lender so
elects in connection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding may be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule
attached to and made a part hereof; provided that the failure of the Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower hereunder or under the Credit Agreement.


 


This note is one of the Notes referred to in the
Credit Agreement, dated as of October 22, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among The Estée Lauder Companies Inc., the Eligible Subsidiaries
from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and
the Issuing Lenders from time to time party thereto. Terms defined in the Credit Agreement are used herein with the same meanings. Reference
is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof.


 






     


     


    

 


[Pursuant to the terms of the Credit Agreement,
the Company has unconditionally guaranteed the full and punctual payment of all amounts payable under this Note.]


 


NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND
OTHER PROVISIONS OF SECTION 10.06 OF THE CREDIT AGREEMENT.


 


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


 


	 	[THE BORROWER]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 





LOANS AND PAYMENTS OF PRINCIPAL


 


	Date	Amount of

 Loan	Type of

 Loan	Amount of

 Principal

 Repaid	Notation

Made By
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





 






     


     


    

 


EXHIBIT B


 


[Reserved]





 






     


     


    

 


EXHIBIT C


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 


AGREEMENT dated as of _________ , 202__ among [NAME
OF ASSIGNOR] (the “Assignor”), [NAME OF ASSIGNEE] (the “Assignee”), [THE ESTÉE LAUDER COMPANIES
INC.,] JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and the [Issuing
Lenders].


 


WHEREAS, this Assignment and Assumption Agreement
(the “Agreement”) relates to the Credit Agreement, dated as of October 22, 2021 (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Estée
Lauder Companies Inc., the Eligible Subsidiaries from time to time party thereto, the lenders from time to time party thereto, JPMorgan
Chase Bank, N.A., as Administrative Agent, and the Issuing Lenders from time to time party thereto;


 


WHEREAS, as provided under the Credit Agreement,
the Assignor has a Commitment to make Loans and participate in Letters of Credit in an aggregate principal Dollar Amount at any time outstanding
not to exceed $__________;


 


[WHEREAS, Dollar Loans made to the Borrowers by
the Assignor under the Credit Agreement in the aggregate principal amount of $__________ are outstanding at the date hereof;]


 


[WHEREAS, Alternative Currency Loans denominated
in [currency] made to the Borrowers under the Credit Agreement in the aggregate principal Dollar Amount of $__________ are outstanding
on the date hereof;] [Repeat this whereas clause for loans outstanding in more than one currency]


 


[WHEREAS, Letters of Credit with a total Dollar
Amount available for drawing thereunder of $__________ are outstanding at the date hereof;]


 


WHEREAS, the Assignor proposes to assign to the
Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its Commitment thereunder in a Dollars
Amount equal to $__________ (the “Assigned Amount”), [together with a corresponding portion of its outstanding [Dollar
Loans ][, Alternative Currency Loans denominated in such currency][ and Letter of Credit Liabilities]], and the Assignee proposes to accept
assignment of such rights and assume the corresponding obligations from the Assignor on such terms;


 






     


     


    

 


NOW, THEREFORE, in consideration of the foregoing
and the mutual agreements contained herein, the parties hereto agree as follows:


 


SECTION 1. Definitions. All capitalized
terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.


 


SECTION 2. Assignment. The Assignor
hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount,
and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit
Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal
amount of the [Dollar Loans ][and Alternative Currency Loans denominated in [currency]] made by[, and participations in the Letter of
Credit Liabilities of,] the Assignor outstanding at Assignment Effective Date (as defined below). Following (i) the execution of
this Agreement by the Assignor, the Assignee, [the Company,] the Administrative Agent and [each Issuing Lender], (ii) the Assignee’s
completed Administrative Questionnaire (unless the Assignee is already a Lender under the Credit Agreement) and (iii) the payment
of the amounts specified in Section 10.06(c) of the Credit Agreement and Section 3 hereof required to be
paid, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to Section 10.06
of the Credit Agreement, and be effective as of such date (the “Assignment Effective Date”). Upon such acceptance and
recording (x) the Assignee shall, as of the Assignment Effective Date, succeed to the rights and be obligated to perform the obligations
of a Lender under the Credit Agreement with Commitments in an amount equal to the Assigned Amount, and (y) the Commitments of the
Assignor shall, as of the Assignment Effective Date, be reduced by a like amount and the Assignor released from its obligations under
the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without
recourse to the Assignor.


 


SECTION 3. Payments. As consideration
for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in Federal
funds the amount heretofore agreed between them. It is understood that facility and Letter of Credit fees accrued to the date hereof in
respect of the Assigned Amount are for the account of the Assignor and such fees accruing from and including the date hereof are for the
account of the Assignee. Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement
which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such
other party’s interest therein and shall promptly pay the same to such other party.


 






     


     


    

 


SECTION 4. Consents. This Agreement
is conditioned upon the consent of [the Issuing Lenders] and [the Administrative Agent], and [so long as no Event of Default has occurred
and is continuing, the Company (which consent of the Company shall not be unreasonably withheld)] pursuant to Section 10.06(c) of
the Credit Agreement. The execution of this Agreement by [the Company,] [the Issuing Lenders] and [the Administrative Agent] is evidence
of this consent. The Company agrees, and agrees to cause each other applicable Borrower, if requested by the Assignee pursuant to Section 2.05
of the Credit Agreement, to execute and deliver a Note payable to the order of the Assignee to evidence the assignment and assumption
provided for herein; provided that no assignment pursuant to this Agreement shall be effective unless it has been recorded in the
Register as provided in Section 10.06(g) of the Credit Agreement (including any Note).


 


SECTION 5. Representations and Warranties
of the Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Amount, (ii) the Assigned Amount is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power
and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated
hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition
of the Company, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.


 


SECTION 6. Representations and Warranties
of the Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.06 of the Credit Agreement (subject
to such consents, if any, as may be required thereunder), (iii) from and after the Assignment Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Amount, shall have the obligations of
a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned
Amount and either it, or the Person exercising discretion in making its decision to acquire the Assigned Amount, is experienced in acquiring
assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Agreement and to purchase
the Assigned Amount, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement
and to purchase the Assigned Amount and (vii) if it is a Non-U.S. Lender attached to this Agreement is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Assignor, the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.


 






     


     


    

 


SECTION 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York.


 


SECTION 8. Counterparts. This Agreement
may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. Delivery of an executed counterpart of a signature page of this Agreement that is an Electronic
Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature
page shall be effective as delivery of a manually executed counterpart of this Agreement.


 






     


     


    

 


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


 


	 	[NAME OF ASSIGNOR]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 


	 	[NAME OF ASSIGNEE]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 


	 	[Consented to and]1 Accepted:  
	 	 
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 


	 	[Consented to: 
	 	 
	 	 
	 	THE ESTÉE LAUDER COMPANIES INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]2



 


 


	 	[Consented to: 
	 	 
	 	 
	 	[ISSUING LENDER], as Issuing Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


 


	 	[ISSUING LENDER], as Issuing Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





 






1 To
be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


 


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


 






     


     


    

 


	 	[ISSUING LENDER], as Issuing Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 


	 	[ISSUING LENDER], as Issuing Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 


	 	[ISSUING LENDER], as Issuing Lender
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: ]3




 





 






3 To
be added only if the consent of the Issuing Lenders are required by the terms of the Credit Agreement.


 






     


     


    

 


EXHIBIT D


 


ELECTION TO PARTICIPATE


 


________________ __, 202_


 


JPMorgan Chase Bank, N.A., as


Administrative Agent for


the Lenders party to the Credit Agreement, dated as of October 22, 2021 (as the same may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Estée Lauder Companies
Inc., the Eligible Subsidiaries from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent, and the Issuing Lenders from time to time party thereto


 


Dear Sirs:


 


Reference is made to the Credit Agreement described
above. Terms not defined herein which are defined in the Credit Agreement have for purposes hereof the meanings provided therein.


 


The undersigned, [Name of Eligible Subsidiary],
a [Jurisdiction of Formation] [Organizational Form], hereby elects to be an Eligible Subsidiary for purposes of the Credit Agreement,
effective from the date hereof until an Election to Terminate shall have been delivered on behalf of the undersigned in accordance with
the Credit Agreement. The undersigned confirms that the representations and warranties set forth in Article 9 of the Credit Agreement
are true and correct as to the undersigned as of the date hereof, and the undersigned agrees to perform all the obligations of an Eligible
Subsidiary under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Section 10.08
and Section 10.09 thereof, as if the undersigned were a signatory party thereto.


 


[Tax disclosure pursuant to Section 8.04.]


 


The address to which all notices to the undersigned
under the Credit Agreement should be directed is:


 


[Address]


 


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


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	 
	 	[NAME OF ELIGIBLE SUBSIDIARY]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	
    The undersigned represents and warrants that [Name of Eligible
Subsidiary] is an Eligible Subsidiary for purposes of the Credit Agreement described above. The undersigned agrees that the Guaranty
of the undersigned contained in the Credit Agreement will apply to all obligations of [Name of Eligible Subsidiary] under the Credit
Agreement and any Note issued by [Name of Eligible Subsidiary].




 


 


	 	THE ESTÉE LAUDER COMPANIES INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	 	Receipt of the above Election to Participate is acknowledged on and as of the date set forth above.



 


 


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




 






     


     


    

 


EXHIBIT E


 


ELECTION TO TERMINATE


 


________________ __, 202_


 


JPMorgan Chase Bank, N.A., as


Administrative Agent for


the Lenders party to the Credit Agreement, dated as of October 22, 2021 (as the same may be amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Estée Lauder Companies
Inc., the Eligible Subsidiaries from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent, and the Issuing Lenders from time to time party thereto


 


Dear Sirs:


 


Reference is made to the Credit Agreement described
above. Terms not defined herein which are defined in the Credit Agreement have for purposes hereof the meanings provided therein.


 


The undersigned, [Name of Eligible Subsidiary],
a [Jurisdiction of Formation] [Organizational Form], hereby elects to terminate its status as an Eligible Subsidiary for purposes of the
Credit Agreement, effective as of the date hereof. The undersigned represents and warrants that all principal and interest on all Loans
made to the undersigned and all other amounts payable by the undersigned pursuant to the Credit Agreement have been paid in full on or
before the date hereof. Notwithstanding the foregoing, this Election to Terminate shall not affect any obligation of the undersigned heretofore
incurred under the Credit Agreement or any Note.


 






     


     


    

 





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


 


	 	Very truly yours,
	 	 
	 	 
	 	[NAME OF ELIGIBLE SUBSIDIARY]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	The undersigned hereby agrees that the status of [Name of Eligible Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement described above is terminated as of the date hereof.



 


	 	THE ESTÉE LAUDER COMPANIES INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	Receipt of the above Election to Terminate is acknowledged on and as of the date set forth above.



 


 


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