EX-10.1



 EXHIBIT 10.1 

EXECUTION COPY 
  

 
  

[Published Deal CUSIP Number:             ] 

[Published Facility CUSIP Number:             ] 

AMENDED AND RESTATED CREDIT AGREEMENT 

Dated as of February 13, 2014 

among 
 CAREFUSION CORPORATION,

 as the Borrower, 
 JPMORGAN
CHASE BANK, N.A. 
 as Administrative Agent, Swing Line Lender and L/C Issuer 

BANK OF AMERICA, N.A., 
 as
Syndication Agent and L/C Issuer 
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, 

as Documentation Agent 
 and 

The Other Lenders Party Hereto 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

and 
 J.P. MORGAN SECURITIES LLC

 as Joint Lead Arrangers and Joint Bookrunners 
  

 
  








							
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 SECTION 1.01
	  	 Defined Terms
	  	 	1	  
	 SECTION 1.02
	  	 Other Interpretive Provisions
	  	 	24	  
	 SECTION 1.03
	  	 Accounting Terms
	  	 	24	  
	 SECTION 1.04
	  	 Rounding
	  	 	25	  
	 SECTION 1.05
	  	 Exchange Rates; Currency Equivalents
	  	 	25	  
	 SECTION 1.06
	  	 Additional Alternative Currencies
	  	 	25	  
	 SECTION 1.07
	  	 Change of Currency
	  	 	26	  
	 SECTION 1.08
	  	 Times of Day
	  	 	27	  
	 SECTION 1.09
	  	 Letter of Credit Amounts
	  	 	27	  
		
	 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	27	  
			
	 SECTION 2.01
	  	 Committed Loans
	  	 	27	  
	 SECTION 2.02
	  	 Borrowings, Conversions and Continuations of Committed Loans
	  	 	27	  
	 SECTION 2.03
	  	 Letters of Credit
	  	 	29	  
	 SECTION 2.04
	  	 Swing Line Loans
	  	 	39	  
	 SECTION 2.05
	  	 Prepayments
	  	 	42	  
	 SECTION 2.06
	  	 Termination or Reduction of Commitments
	  	 	43	  
	 SECTION 2.07
	  	 Repayment of Loans
	  	 	43	  
	 SECTION 2.08
	  	 Interest
	  	 	43	  
	 SECTION 2.09
	  	 Fees
	  	 	44	  
	 SECTION 2.10
	  	 Computation of Interest and Fees
	  	 	45	  
	 SECTION 2.11
	  	 Evidence of Debt
	  	 	45	  
	 SECTION 2.12
	  	 Payments Generally; Administrative Agent’s Clawback
	  	 	46	  
	 SECTION 2.13
	  	 Sharing of Payments by Lenders
	  	 	48	  
	 SECTION 2.14
	  	 Increase in Aggregate Commitments
	  	 	48	  
	 SECTION 2.15
	  	 Cash Collateral
	  	 	49	  
	 SECTION 2.16
	  	 Defaulting Lenders
	  	 	51	  
		
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	53	  
			
	 SECTION 3.01
	  	 Taxes
	  	 	53	  
	 SECTION 3.02
	  	 Illegality
	  	 	56	  
	 SECTION 3.03
	  	 Inability to Determine Rates
	  	 	57	  
	 SECTION 3.04
	  	 Increased Costs; Reserves on Eurocurrency Rate Loans
	  	 	58	  
	 SECTION 3.05
	  	 Compensation for Losses
	  	 	60	  
	 SECTION 3.06
	  	 Mitigation Obligations; Replacement of Lenders
	  	 	60	  
	 SECTION 3.07
	  	 Survival
	  	 	61	  
		
	 ARTICLE IV CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT AND RESTATEMENT
	  	 	61	  
			
	 SECTION 4.01
	  	 Conditions to Effectiveness of Amendment and Restatement
	  	 	61	  
	 SECTION 4.02
	  	 Conditions to all Credit Extensions
	  	 	63	  


  
 ii 









							
		
	 ARTICLE V REPRESENTATIONS AND WARRANTIES
	  	 	63	  
			
	 SECTION 5.01
	  	 Existence, Qualification and Power
	  	 	64	  
	 SECTION 5.02
	  	 Authorization; No Contravention
	  	 	64	  
	 SECTION 5.03
	  	 Governmental Authorization; Other Consents
	  	 	64	  
	 SECTION 5.04
	  	 Binding Effect
	  	 	64	  
	 SECTION 5.05
	  	 Financial Statements; No Material Adverse Effect
	  	 	64	  
	 SECTION 5.06
	  	 Litigation
	  	 	65	  
	 SECTION 5.07
	  	 No Default
	  	 	65	  
	 SECTION 5.08
	  	 Ownership of Property; Liens
	  	 	65	  
	 SECTION 5.09
	  	 Environmental Compliance
	  	 	65	  
	 SECTION 5.10
	  	 Insurance
	  	 	66	  
	 SECTION 5.11
	  	 Taxes
	  	 	66	  
	 SECTION 5.12
	  	 ERISA Compliance
	  	 	66	  
	 SECTION 5.13
	  	 Subsidiaries; Equity Interests
	  	 	67	  
	 SECTION 5.14
	  	 Margin Regulations; Investment Company Act
	  	 	67	  
	 SECTION 5.15
	  	 Disclosure
	  	 	67	  
	 SECTION 5.16
	  	 Compliance with Laws
	  	 	68	  
	 SECTION 5.17
	  	 OFAC
	  	 	68	  
		
	 ARTICLE VI AFFIRMATIVE COVENANTS
	  	 	68	  
			
	 SECTION 6.01
	  	 Financial Statements
	  	 	68	  
	 SECTION 6.02
	  	 Certificates; Other Information
	  	 	69	  
	 SECTION 6.03
	  	 Notices
	  	 	71	  
	 SECTION 6.04
	  	 Payment of Obligations
	  	 	72	  
	 SECTION 6.05
	  	 Preservation of Existence, Etc.
	  	 	72	  
	 SECTION 6.06
	  	 Maintenance of Properties
	  	 	72	  
	 SECTION 6.07
	  	 Maintenance of Insurance
	  	 	72	  
	 SECTION 6.08
	  	 Compliance with Laws
	  	 	72	  
	 SECTION 6.09
	  	 Books and Records
	  	 	72	  
	 SECTION 6.10
	  	 Inspection Rights
	  	 	72	  
	 SECTION 6.11
	  	 Use of Proceeds
	  	 	73	  
		
	 ARTICLE VII NEGATIVE COVENANTS
	  	 	73	  
			
	 SECTION 7.01
	  	 Liens
	  	 	73	  
	 SECTION 7.02
	  	 Subsidiary Indebtedness
	  	 	74	  
	 SECTION 7.03
	  	 Fundamental Changes
	  	 	75	  
	 SECTION 7.04
	  	 Dispositions
	  	 	76	  
	 SECTION 7.05
	  	 Change in Nature of Business
	  	 	76	  
	 SECTION 7.06
	  	 Transactions with Affiliates
	  	 	76	  
	 SECTION 7.07
	  	 Limitations on Subsidiary Distributions
	  	 	76	  
	 SECTION 7.08
	  	 Margin Regulations
	  	 	77	  
	 SECTION 7.09
	  	 Financial Covenants
	  	 	77	  
	 SECTION 7.10
	  	 Sanctions; Anti-Corruption Laws
	  	 	77	  


  
 iii 









							
		
	 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	  	 	77	  
			
	 SECTION 8.01
	  	 Events of Default
	  	 	77	  
	 SECTION 8.02
	  	 Remedies Upon Event of Default
	  	 	80	  
	 SECTION 8.03
	  	 Application of Funds
	  	 	80	  
		
	 ARTICLE IX ADMINISTRATIVE AGENT
	  	 	81	  
			
	 SECTION 9.01
	  	 Appointment and Authority
	  	 	81	  
	 SECTION 9.02
	  	 Rights as a Lender
	  	 	81	  
	 SECTION 9.03
	  	 Exculpatory Provisions
	  	 	82	  
	 SECTION 9.04
	  	 Reliance by Administrative Agent
	  	 	83	  
	 SECTION 9.05
	  	 Delegation of Duties
	  	 	83	  
	 SECTION 9.06
	  	 Resignation of Administrative Agent
	  	 	83	  
	 SECTION 9.07
	  	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	85	  
	 SECTION 9.08
	  	 No Other Duties, Etc.
	  	 	85	  
	 SECTION 9.09
	  	 Administrative Agent May File Proofs of Claim
	  	 	85	  
		
	 ARTICLE X MISCELLANEOUS
	  	 	86	  
			
	 SECTION 10.01
	  	 Amendments, Etc.
	  	 	86	  
	 SECTION 10.02
	  	 Notices; Effectiveness; Electronic Communications
	  	 	87	  
	 SECTION 10.03
	  	 No Waiver; Cumulative Remedies; Enforcement
	  	 	89	  
	 SECTION 10.04
	  	 Expenses; Indemnity; Damage Waiver
	  	 	90	  
	 SECTION 10.05
	  	 Payments Set Aside
	  	 	92	  
	 SECTION 10.06
	  	 Successors and Assigns
	  	 	93	  
	 SECTION 10.07
	  	 Treatment of Certain Information; Confidentiality
	  	 	97	  
	 SECTION 10.08
	  	 Right of Setoff
	  	 	98	  
	 SECTION 10.09
	  	 Interest Rate Limitation
	  	 	99	  
	 SECTION 10.10
	  	 Counterparts; Integration; Effectiveness
	  	 	99	  
	 SECTION 10.11
	  	 Survival of Representations and Warranties
	  	 	99	  
	 SECTION 10.12
	  	 Severability
	  	 	100	  
	 SECTION 10.13
	  	 Replacement of Lenders
	  	 	100	  
	 SECTION 10.14
	  	 Governing Law; Jurisdiction; Etc.
	  	 	101	  
	 SECTION 10.15
	  	 Waiver of Jury Trial
	  	 	101	  
	 SECTION 10.16
	  	 No Advisory or Fiduciary Responsibility
	  	 	102	  
	 SECTION 10.17
	  	 Electronic Execution of Assignments and Certain Other Documents
	  	 	102	  
	 SECTION 10.18
	  	 USA PATRIOT Act
	  	 	103	  
	 SECTION 10.19
	  	 Judgment Currency
	  	 	103	  


  
 iv 








 SCHEDULES 
  

			
	2.01	  	Commitments and Applicable Percentages
	5.13	  	Subsidiaries
	7.01	  	Existing Liens
	7.02	  	Existing Subsidiary Debt
	10.02	  	Administrative Agent’s Office; Certain Addresses for Notices

 EXHIBITS 

Form of 
  

			
	A	  	 Committed Loan Notice

	B	  	 Swing Line Loan Notice

	C	  	 Note

	D	  	 Compliance Certificate

	E	  	 Assignment and Assumption

	F	  	 Administrative Questionnaire



  
 v 








 AMENDED AND RESTATED CREDIT AGREEMENT 

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of February 13, 2014, among CAREFUSION
CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A., as Syndication Agent and L/C Issuer, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD, as Documentation Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners. 
 PRELIMINARY STATEMENTS: 

The Borrower is party to that certain Credit Agreement, dated as of July 6, 2011 (the “Existing Credit Agreement”) among
the Borrower, the lenders listed therein and the administrative agent listed therein. Subject to the satisfaction of the conditions set forth in Section 4.01 hereof, the parties hereto desire to amend and restate the Existing Credit Agreement
as herein set forth. 
 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as
follows: 
 ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 

SECTION 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 

“Administrative Agent” means JPMorgan in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent. 
 “Administrative Agent’s Office” means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to
time notify to the Borrower and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire in
substantially the form of Exhibit F or any other form approved by the Administrative Agent. 
 “Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agency Fee Letter” means the letter agreement, dated January 21, 2014, among J.P. Morgan Securities LLC, JPMorgan and
the Borrower. 

  

					
		  		  	CareFusion Corporation – Revolving Credit Facility









 “Aggregate Commitments” means the Commitments of all the Lenders. 

“Agreement” means this Credit Agreement. 

“Agreement Currency” has the meaning specified in Section 10.19. 

“Alternative Currency” means each of the following currencies: Euro and Sterling, together with each other currency (other
than Dollars) that is approved in accordance with Section 1.06. 
 “Alternative Currency Equivalent” means, at
any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, at such time on the basis
of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. 

“Alternative Currency Sublimit” means an amount equal to the lesser of (i) the Aggregate Commitments and
(ii) $500,000,000. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Commitments. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its
Subsidiaries from time to time concerning or relating to bribery or corruption. 
 “Applicable Percentage” means with
respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16. If the
commitment of each Lender to make Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of
each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth
below: 
  

															
	 Pricing Level
	  	 Debt Rating

S&P/Moody’s/Fitch
	  	Commitment Fee	 	 	Eurocurrency Rate +
Letters of Credit	 	 	Base Rate +	 
	 1
	  	3A-/A3/A-	  	 	0.100	% 	 	 	1.000	% 	 	 	0.000	% 
	 2
	  	BBB+/Baa1/BBB+	  	 	0.125	% 	 	 	1.125	% 	 	 	0.125	% 
	 3
	  	BBB/Baa2/BBB	  	 	0.150	% 	 	 	1.250	% 	 	 	0.250	% 
	 4
	  	BBB-/Baa3/BBB-	  	 	0.200	% 	 	 	1.500	% 	 	 	0.500	% 
	 5
	  	£BB+/Ba1/BB+	  	 	0.250	% 	 	 	1.750	% 	 	 	0.750	% 


  

					
		 	2	 	CareFusion Corporation – Revolving Credit Facility









 “Debt Rating” means, as of any date of determination, the rating as determined
by S&P, Moody’s or Fitch (collectively, the “Debt Ratings”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt (or if such debt is not so rated, the issuer rating or corporate credit rating of the
Borrower); provided that (a) if two of the three ratings fall within the same level, but one rating falls within a different Pricing Level, the Applicable Rate shall be based upon the two Debt Ratings that fall within the same Pricing
Level (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if all three ratings each fall within a different Pricing Level, the Applicable Rate shall be based upon the middle
Debt Rating of the three; (c) if the Borrower has only one Debt Rating, the Pricing Level that is one level lower than that of such Debt Rating shall apply; (d) if the Borrower has only two Debt Ratings and the respective Debt Ratings
differ by one level, then the Pricing Level for the higher of such Debt Ratings shall apply or if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level higher than the Pricing Level of the lower Debt
Rating shall apply and (e) if the Borrower does not have any Debt Rating, Pricing Level 5 shall apply. 
 Initially, the Applicable
Rate shall be determined based upon the Debt Rating most recently publicly announced on or prior to the Closing Date. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective
during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. 

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place
of settlement for such Alternative Currency as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in
the place of payment. 
 “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor. 

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent. 

“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized
amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant
lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. 

  

					
		 	3	 	CareFusion Corporation – Revolving Credit Facility









 “Availability Period” means the period from and including the Closing Date to
the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the L/C
Issuers to make L/C Extensions pursuant to Section 8.02. 
 “Bankruptcy Event” means, with respect to any
Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or
liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment,
provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided,
further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such
Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate
plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan as its “prime rate” and (c) the Eurocurrency Rate plus 1.00%. The “prime rate” is a rate
set by JPMorgan based upon various factors including JPMorgan’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such
announced rate. Any change in such rate announced by JPMorgan shall take effect at the opening of business on the day specified in the public announcement of such change. 

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan. 

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in
Dollars. 
 “Borrower” has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 6.02. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and: 

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings,
disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is
also a day on which dealings in 

  

					
		 	4	 	CareFusion Corporation – Revolving Credit Facility









 
Dollar deposits are conducted by and between banks in the London interbank eurodollar market; 

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings,
disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day; 

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than
Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and 

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in
respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan
(other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. 

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more
of the L/C Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the applicable L/C Issuer
shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and such L/C Issuer. “Cash Collateral” shall have a meaning correlative to
the foregoing and shall include the proceeds of such cash collateral and other credit support. 
 “Change in Law” means the
occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case
be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 
 “Change of Control”
means an event or series of events by which: 

  

					
		 	5	 	CareFusion Corporation – Revolving Credit Facility









 (a) any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator
of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that
such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of the
Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to
acquire pursuant to any option right); or 
 (b) any Person or two or more Persons acting in concert shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or
policies of the Borrower, or control over the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities
that such Person or group has the right to acquire pursuant to any option right) representing 35% or more of the combined voting power of such securities; 

provided, however, that the acquisitions by or on behalf of an employee benefit plan or an employee stock
purchase plan of the Borrower shall not be included in determining whether a Change in Control shall have occurred. 
 “Closing
Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01. 

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

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to
Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite
such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency
and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 

“Committed Loan” has the meaning specified in Section 2.01. 

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one
Type to the other, or (c) a continuation of 

  

					
		 	6	 	CareFusion Corporation – Revolving Credit Facility









 
Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit D. 

“Consolidated EBITDA” means, for any Measurement Period, for the Borrower and its Subsidiaries on a consolidated basis, an
amount equal to Consolidated Net Income for such period plus, without duplication, (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for
Federal, state, local and foreign income taxes by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) non-cash stock-based compensation expense, (v) restructuring and acquisition
integration charges, and associated reversals, provided that the cash impact of such charges and reversals for the period after December 31, 2013 shall not exceed $250,000,000 in aggregate for the term of this Agreement, and
(vi) non-recurring, extraordinary or non-cash losses or expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income, provided that (x) the aggregate amount of such losses and expenses which represent a cash
item shall not exceed $100,000,000 in any Measurement Period and (y) the aggregate amount of cash add-backs permitted under clause (a)(v) and this clause (a)(vi) shall not exceed, in any Measurement Period, 20% of Consolidated EBITDA
(calculated without giving effect to the cash add-backs permitted by clause (a)(v) and this clause (a)(vi)), minus, without duplication, (b) the following to the extent included in calculating such Consolidated Net Income:
(i) Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period, in each case, to the extent not included in the foregoing clause (a)(ii) and (ii) all non-recurring, extraordinary or non-cash
items increasing Consolidated Net Income for such period. For the purposes of calculating Consolidated EBITDA for any Measurement Period, if during such Measurement Period the Borrower or any Subsidiary shall have made an acquisition and/or a
Disposition, Consolidated EBITDA for such Measurement Period shall be calculated after giving pro forma effect thereto as if such acquisition and/or Disposition occurred on the first day of such Measurement Period; provided, however,
that such calculation shall only be required to be made after giving pro forma effect to such acquisition and/or Disposition if the consideration for such acquisition and/or Disposition shall exceed $100,000,000. 

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and
similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases
and Synthetic Lease Obligations, (f) all Invested Amounts, (g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the
Borrower or any Subsidiary, and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture 

  

					
		 	7	 	CareFusion Corporation – Revolving Credit Facility









 
that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to
the Borrower or such Subsidiary. 
 “Consolidated Interest Charges” means, for any Measurement Period, for the Borrower and
its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest)
or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under capital
leases that is treated as interest in accordance with GAAP and (c) the discount or yield in respect of Invested Amounts. 

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to
(b) Consolidated Interest Charges, in each case, of or by the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period. 

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness
as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period. 
 “Consolidated Net
Income” means, for any Measurement Period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period. 

“Consolidated Net Tangible Assets” means, as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the value of all assets (other than assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses,
unamortized deferred charges, unamortized debt discount and capitalized research and development costs) of the Borrower and its Subsidiaries. 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

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

“Credit Extension” means each of the following: (a) a Committed Borrowing, (b) an L/C Credit Extension and
(c) a Swing Line Borrowing. 
 “Debt Rating” has the meaning specified in the definition of “Applicable
Rate.” 

  

					
		 	8	 	CareFusion Corporation – Revolving Credit Facility









 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors generally. 
 “Default” means any event or condition that
constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal
to (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an
interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus
2% per annum. 
 “Defaulting Lender” means, subject to Section 2.16(c), any Lender that (a) has
failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower 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, or (ii) pay to the Administrative Agent, an L/C Issuer,
the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in L/C Obligations or Swing Line Loans) within two Business Days of the date when due, (b) has notified
the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line Lender 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 to funding (specifically identified and including the particular default, if any) cannot be satisfied)
or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Borrower or the Administrative Agent, acting in good faith, to provide a certification in writing
from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding L/C Obligations and Swing Line Loans under this
Agreement (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Borrower’s or the Administrative Agent’s receipt of such certification in form and substance satisfactory to
it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(c)) as of the date established therefor
by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such determination. 

  

					
		 	9	 	CareFusion Corporation – Revolving Credit Facility









 “Designated Jurisdiction” means any country or territory to the extent that such
country or territory itself is the subject of any Sanction. 
 “Disposition” or “Dispose” means the sale,
transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Dollar” and “$” mean lawful money of the United States. 

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or an L/C Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. 
 “Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under
Section 10.06(b)(iii)). 
 “Environmental Laws” means any and all applicable Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, contractual or governmental restrictions relating to pollution and the protection of the environment or the release of
any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital
stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the
purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether
or not 

  

					
		 	10	 	CareFusion Corporation – Revolving Credit Facility









 
such shares, warrants, options, rights or other interests are outstanding on any date of determination. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the
meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means any of the following events (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that
is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;
(e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under
Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; or (g) conditions for imposition of a lien under Section 303(k) or ERISA shall have
been met with respect to any Pension Plan. 
 “Euro” and “€” mean the single currency of the
Participating Member States. 
 “Eurocurrency Rate” means: 

(a) for any Interest Period with respect to a Eurocurrency Rate Loan: 

(i) in the case of Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London
Interbank Offered Rate or a successor thereto as approved by the Administrative Agent (“LIBOR”), as published by Reuters (or other commercially available source providing quotations of LIBOR as designated by the Administrative Agent
from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period; and 
 (ii) in the case of any other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency,
the rate designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.06 (a); and 

  

					
		 	11	 	CareFusion Corporation – Revolving Credit Facility









 (b) for any interest rate calculation with respect to a Base Rate Loan on any
date, the rate per annum equal to LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to the date of determination for Dollar deposits being delivered in the London interbank market for a term of one month commencing
that day; and 
 (c) for all Non-LIBOR Quoted Currencies, the calculation of the applicable reference rate shall be
determined in accordance with market practice.
 “Eurocurrency Rate Loan” means a Committed Loan that bears interest at a
rate based on clause (a) of the definition of “Eurocurrency Rate”. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Committed Loans denominated in an Alternative Currency must be Eurocurrency
Rate Loans. 
 “Event of Default” has the meaning specified in Section 8.01. 

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any
payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or where such Person engages in business in such jurisdiction other than solely as a result of this
Agreement or, in the case of any Lender or L/C Issuer, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause
(a) or in which the Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender, an L/C Issuer or the Administrative Agent if such Person has failed to comply with
Section 3.01(e)(i), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any United States withholding tax that (i) is imposed on amounts payable to
such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of
a Change in Law) to comply with Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts
from the Borrower with respect to such withholding tax pursuant to Section 3.01(a), and (e) any Taxes imposed with respect to the requirements of FATCA. 

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

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the 

  

					
		 	12	 	CareFusion Corporation – Revolving Credit Facility









 
Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMorgan on such day on such transactions as determined by the Administrative Agent. 

“Fitch” means Fitch, Inc. and any successor thereto. 

“Foreign Government Scheme or Arrangement” has the meaning specified in Section 5.12(d). 

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than the United States or a
political subdivision thereof. 
 “Foreign Plan” has the meaning specified in Section 5.12(d). 

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

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to each L/C Issuer, such
Defaulting Lender’s Applicable Percentage of the Outstanding Amount of all outstanding L/C Obligations in respect of Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing
Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof. 

“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 activities. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

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

  

					
		 	13	 	CareFusion Corporation – Revolving Credit Facility









 “Guarantee” means, as to any Person, any (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person
securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).
The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

“Hazardous Materials” means all materials, substances or wastes classified, characterized, defined, or regulated under
Environmental Laws as hazardous, toxic or pollutants, including petroleum, petroleum distillates, asbestos, asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, greenhouse gases and infectious or medical wastes. 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of such Person for borrowed money and
all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b)
the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 

(c) net obligations of such Person under any Swap Contract; 

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business); 
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned or being purchased by such Person (including indebtedness 

  

					
		 	14	 	CareFusion Corporation – Revolving Credit Facility









 
arising under conditional sales or other title retention agreements and sale and lease back transactions), whether or not such indebtedness shall have been assumed by such Person or is limited in
recourse; 
 (f) capital leases and Synthetic Lease Obligations; 

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity
Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends; and 
 (h) all Guarantees of such Person in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap
Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date. 
 “Indemnified Taxes” means Taxes other than (i) Excluded Taxes and (ii) Other Taxes.

 “Indemnitees” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period
applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest
Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date. 

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is
disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice or such other period that is twelve months or less requested
by the Borrower and consented to by all the Lenders; provided that: 
 (a) any Interest Period that would otherwise
end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

  

					
		 	15	 	CareFusion Corporation – Revolving Credit Facility









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

(c) no Interest Period shall extend beyond the Maturity Date. 

“Invested Amounts” means the amounts invested by investors that are not Affiliates of the Borrower in connection with any
receivables securitization program and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts. 

“IRS” means the United States Internal Revenue Service. 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the
Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit. 

“Joint Lead Arrangers” means collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities LLC in their capacities as joint lead arrangers and joint bookrunners. 
 “JPMorgan” means JPMorgan Chase Bank,
N.A. and its successors. 
 “Judgment Currency” has the meaning specified in Section 10.19. 

“Laws” means, collectively, all applicable international, foreign, Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars. 
 “L/C 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 Committed Borrowing. All L/C Borrowings shall be denominated in Dollars. 

  

					
		 	16	 	CareFusion Corporation – Revolving Credit Facility









 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof. 
 “L/C Issuer” means each of Bank
of America and JPMorgan in its capacity as an issuer of Letters of Credit hereunder, any Lender appointed by the Borrower (with the consent of the Administrative Agent and such Lender) as such by notice to the Lenders or any successor issuer of
Letters of Credit hereunder. 
 “L/C Obligations” means, as at any date of determination, the aggregate amount available to
be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line
Lender. 
 “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such
Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of
a presentation thereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency. 
 “Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer. 

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Fee” has the meaning specified in
Section 2.03(h). 
 “Letter of Credit Sublimit” means an amount equal to $25,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Commitments. 
 “LIBOR” has the meaning specified in the
definition of Eurocurrency Rate. 
 “LIBOR Quoted Currency” means each of Dollars, Euro, Sterling, Yen and Swiss Franc, in
each case as long as there is a published LIBOR rate with respect thereto. 
 “Lien” means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other 

  

					
		 	17	 	CareFusion Corporation – Revolving Credit Facility









 
security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any
easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). 

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of Committed Loan or
a Swing Line Loan. 
 “Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) each
Issuer Document, (d) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 and (e) the Agency Fee Letter. 

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect on, the business,
operations, property or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the
ability of the Borrower to perform its obligations under any Loan Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document. 

“Material Subsidiary” means, at any time, a Subsidiary of the Borrower having assets in an amount equal to at least 5% of the
total assets of the Borrower and its Subsidiaries on a consolidated basis (determined as of the last day of the mostly recently completed Measurement Period) or revenues in an amount equal to at least 5% of the total revenues of the Borrower and its
Subsidiaries on a consolidated basis for the period of four fiscal quarters measured as of the last day of the most recently completed Measurement Period. 

“Maturity Date” means the date that is five years after the Closing Date; provided, however, that, if such date
is not a Business Day, the Maturity Date shall be the next preceding Business Day. 
 “Measurement Period” means, at any
date of determination, the most recently completed four fiscal quarters of the Borrower. 
 “Minimum Collateral Amount”
means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting
Exposure of the applicable L/C Issuer with respect to Letters of Credit issued by such L/C Issuer and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the
provisions of Section 2.15(a)(i), (a)(ii) or (a)(iii), an amount equal to 100% of the Outstanding Amount of all L/C Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuers
in their reasonable discretion. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

 “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which
the Borrower or any ERISA Affiliate makes or is 

  

					
		 	18	 	CareFusion Corporation – Revolving Credit Facility









 
obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Non-Consenting Lender” has the meaning specified in Section 10.01. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time. 

“Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency. 

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially
in the form of Exhibit C. 
 “Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Borrower arising under any Loan Document with respect to any Loan or Letter of Credit, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws naming the Borrower as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding. 
 “OFAC” means the Office of Foreign Assets Control of the
United States Department of the Treasury. 
 “Other Taxes” means all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan
Document, except any Excluded Taxes or any such Taxes that are imposed with respect to an assignment (other than an assignment under Section 10.13). 

“Outstanding Amount” means, (i) with respect to Committed Loans on any date, the Dollar Equivalent amount of the
aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the
aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of
any reimbursements by the Borrower of Unreimbursed Amounts. 
 “Overnight Rate” means, for any day, (a) with respect
to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the applicable L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with
banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which 

  

					
		 	19	 	CareFusion Corporation – Revolving Credit Facility









 
overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a
branch or Affiliate of JPMorgan in the applicable offshore interbank market for such currency to major banks in such interbank market. 

“Participant” has the meaning specified in Section 10.06(d). 

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union. 
 “Participant Register” has
the meaning specified in Section 10.06(d). 
 “PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in
the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Platform” has the meaning specified in Section 6.02.

 “Projections” has the meaning specified in Section 5.15. 

“Public Lender” has the meaning specified in Section 6.02. 

“Register” has the meaning specified in Section 10.06(c). 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the
30 day notice period has been waived. 
 “Request for Credit Extension” means (a) with respect to a Credit
Extension, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

“Required Lenders” means, at any date of determination, Lenders having Total Credit Exposures representing more than 50% of
the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required 

  

					
		 	20	 	CareFusion Corporation – Revolving Credit Facility









 
Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been
reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination. 

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer
or controller of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate action on the part of the Borrower and such
Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower. 
 “Revaluation Date” means
(a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an
Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the
following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any
payment by the applicable L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) each date of extension of any Auto-Extension Letter of Credit and (v) such additional dates as the Administrative Agent or the
applicable L/C Issuer shall determine or the Required Lenders shall require. 
 “Revolving Credit Exposure” means, as to
any Lender at any time, the aggregate Outstanding Amount at such time of its Committed Loans and the aggregate Outstanding Amount of such Lender’s participation in L/C Obligations and Swing Line Loans at such time. 

“Sanction(s)” means any international economic sanction administered or enforced by the United States Government
(including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor thereto. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any
of its principal functions. 
 “Spot Rate” for a currency means the rate reasonably determined by the Administrative Agent
or an L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at
approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or an L/C Issuer may obtain such spot rate from another financial
institution designated by the Administrative Agent or such L/C Issuer if the Person 

  

					
		 	21	 	CareFusion Corporation – Revolving Credit Facility









 
acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that an L/C Issuer may use such spot rate quoted
on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. 

“Sterling” and “£” mean the lawful currency of the United Kingdom. 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and
(b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by
any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
 “Swing Line Lender”
means JPMorgan in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. 

  

					
		 	22	 	CareFusion Corporation – Revolving Credit Facility









 “Swing Line Loan” has the meaning specified in Section 2.04(a). 

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in
writing, shall be substantially in the form of Exhibit B. 
 “Swing Line Sublimit” means an amount equal to the
lesser of (a) $25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments. 

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the
application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 

“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. 
 “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. 

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

“Tax Status Certificate” has the meaning specified in Section 3.01(e)(ii)(D). 

“Threshold Amount” means $100,000,000. 

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitment and Revolving Credit Exposure of such
Lender at such time. 
 “Total Outstandings” means the aggregate Outstanding Amount of all Loans and L/C Obligations. 

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan. 

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of
ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. 

“United States” and “U.S.” mean the United States of America. 

  

					
		 	23	 	CareFusion Corporation – Revolving Credit Facility









 “Unreimbursed Amount” has the meaning specified in
Section 2.03(c)(i). 
 SECTION 1.02 Other Interpretive Provisions . With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document: 
 (a) 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,
(i) any definition of or reference to any agreement, instrument or other document (including any certificate of incorporation or by-laws) 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 or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary
Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any
reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) 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. 

(b) In the computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” 

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect
the interpretation of this Agreement or any other Loan Document. 
 SECTION 1.03 Accounting Terms . (a) Generally. All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time. 
 (b) Changes in GAAP. If at any
time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either 

  

					
		 	24	 	CareFusion Corporation – Revolving Credit Facility









 
the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change
therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 
 SECTION 1.04 Rounding. Any
financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 

SECTION 1.05 Exchange Rates; Currency Equivalents. (a) The Administrative Agent or the applicable L/C Issuer, as applicable, shall
determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such
Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by the Borrower hereunder or
calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the
Administrative Agent or the applicable L/C Issuer, as applicable. 
 (b) Wherever in this Agreement in connection with a Committed
Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed
Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with
0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be. 
 SECTION
1.06 Additional Alternative Currencies. (a) The Borrower may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of
“Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the
making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the
approval of the Administrative Agent and the applicable L/C Issuer. 

  

					
		 	25	 	CareFusion Corporation – Revolving Credit Facility









 (b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., ten
Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their
sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative
Agent shall promptly notify the applicable L/C Issuer thereof. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the applicable L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify
the Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in
such requested currency. 
 (c) Any failure by a Lender or the applicable L/C Issuer, as the case may be, to respond to such request within
the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency. If
the Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an
Alternative Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and an L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent
shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances by such L/C Issuer. If the Administrative Agent shall fail to obtain
consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower. 

SECTION 1.07 Change of Currency. (a) Each obligation of the Borrower to make a payment denominated in the national currency unit
of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual
of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be
replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Committed Borrowing in the currency of such member state is outstanding immediately prior to
such date, such replacement shall take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period. 

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro. 

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from
time to time specify 

  

					
		 	26	 	CareFusion Corporation – Revolving Credit Facility









 
to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency. 

SECTION 1.08 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable). 
 SECTION 1.09 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in effect at such time. 
 ARTICLE II 

THE COMMITMENTS AND CREDIT EXTENSIONS 

SECTION 2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each
such loan, a “Committed Loan”) to the Borrower in Dollars or one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Revolving Credit Exposure of any Lender shall not
exceed such Lender’s Commitment, and (iii) the aggregate Outstanding Amount of all Committed Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Lender’s
Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency
Rate Loans, as further provided herein. 
 SECTION 2.02 Borrowings, Conversions and Continuations of Committed Loans. (a) Each
Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (i) three Business Days prior to the requested date of any Credit Extension of, conversion to or continuation of Eurocurrency Rate Loans
denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days prior to the requested date of any Credit Extension or continuation of Eurocurrency Rate Loans
denominated in Alternative Currencies, and (iii) on the requested date of any Credit Extension of Base Rate Committed Loans; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest
Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. (A) four Business Days
prior to the 

  

					
		 	27	 	CareFusion Corporation – Revolving Credit Facility









 
requested date of such Credit Extension, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (B) five Business prior to the requested date of such Credit
Extension, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is
acceptable to all of them. Not later than 11:00 a.m., (1) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (2) four Business Days prior to the
requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested
Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrower. Each Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof. Except as provided in Section 2.03(c) and 2.04(c), each Credit Extension of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed
Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the
requested date of the Credit Extension, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans
to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed Loans to be borrowed. If the Borrower fails to
specify a currency in a Committed Loan Notice requesting a Credit Extension, then the Committed Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower
fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a
continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall
be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Credit Extension of, conversion to, or continuation of Eurocurrency Rate Loans in any such
Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but
instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency. 
 (b) Following receipt of a
Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the
Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in the preceding


  

					
		 	28	 	CareFusion Corporation – Revolving Credit Facility









 
subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the
Administrative Agent’s Office for the applicable currency not later than 2:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any
Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Credit Extension is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower
on the books of JPMorgan with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to such Credit Extension denominated in Dollars is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Credit Extension, first,
shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above. 

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for
such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the
Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then
current Interest Period with respect thereto. 
 (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change
in JPMorgan’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 
 (e) After
giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than eight Interest Periods in effect with respect to
Committed Loans. 
 SECTION 2.03 Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of
the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in


  

					
		 	29	 	CareFusion Corporation – Revolving Credit Facility









 
one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection
(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided
that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such
Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the
Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and
reimbursed. 
 (ii) No L/C Issuer shall issue any Letter of Credit if: 

(A) subject to Section 2.03(a)(iii), the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 
 (B)
the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date. 

(iii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if: 

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain
such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit,
or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such
L/C Issuer in good faith deems material to it; 
 (B) the issuance of such Letter of Credit would violate one or more
policies of such L/C Issuer applicable to letters of credit generally; 

  

					
		 	30	 	CareFusion Corporation – Revolving Credit Facility









 (C) except as otherwise agreed by the Administrative Agent and such L/C Issuer,
the Letter of Credit is in an initial stated amount less than $50,000; 
 (D) except as otherwise agreed by the
Administrative Agent and such L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; 

(E) such L/C Issuer does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested
currency; provided the foregoing shall not apply to the extent such requested currency is Dollars, Euro or Sterling; 

(F) any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the
delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with
respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its
sole discretion; or 
 (G) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount
after any drawing thereunder. 
 (iv) No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 
 (v) No L/C Issuer shall
be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit. 
 (vi) Each L/C Issuer shall act on behalf of the Lenders
with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken
or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in
Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer. 

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the
applicable L/C Issuer (with a copy to the 

  

					
		 	31	 	CareFusion Corporation – Revolving Credit Facility









 
Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by
facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application
must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their
sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to
the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose
and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and
detail satisfactory to the applicable L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other
matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment,
including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require. 
 (ii) Promptly after receipt of
any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not,
such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date
of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices.
Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to
the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit. 
 (iii) If the Borrower
so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
 

  

					
		 	32	 	CareFusion Corporation – Revolving Credit Facility









 
Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with
the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof and the Borrower not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been
issued, the Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided,
however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended)
under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business
Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension. 

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with
respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the
applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable L/C Issuer in such Alternative Currency,
unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified such
L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative
Currency, the applicable L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer under
a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the
Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an Alternative


  

					
		 	33	 	CareFusion Corporation – Revolving Credit Facility









 
Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Borrower, whether on or after the Honor Date,
shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to
indemnify the applicable L/C Issuer for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Borrower fails to timely reimburse the applicable L/C Issuer on the Honor Date,
the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative
Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor
Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate
Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if
immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent
may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to
have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in Dollars. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because
the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C
Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this
Section 2.03. 
 (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to
reimburse an L/C Issuer for any amount drawn under any Letter of 

  

					
		 	34	 	CareFusion Corporation – Revolving Credit Facility









 
Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of such L/C Issuer. 

(v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may
have against such L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan
Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as
provided herein. 
 (vi) If any Lender fails to make available to the Administrative Agent for the account of an L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall
be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such
L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A
certificate of an L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 

(d) Repayment of Participations. 

(i) At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such
Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in Dollars and in the
same funds as those received by the Administrative Agent. 
 (ii) If any payment received by the Administrative Agent for the
account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered 

  

					
		 	35	 	CareFusion Corporation – Revolving Credit Facility









 
into by such L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this Agreement. 
 (e) Obligations Absolute. The
obligation of the Borrower to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms
of this Agreement under all circumstances, including the following: 
 (i) any lack of validity or enforceability of such
Letter of Credit, this Agreement, or any other Loan Document; 
 (ii) the existence of any claim, counterclaim, setoff,
defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such L/C Issuer or
any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 

(iv) waiver by such L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of
the Borrower or any waiver by such L/C Issuer which does not in fact materially prejudice the Borrower; 
 (v) honor of a
demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; 

(vi) any payment made by such L/C Issuer in respect of an otherwise complying item presented after the date specified as the
expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable; 

(vii) any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not
strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; 

  

					
		 	36	 	CareFusion Corporation – Revolving Credit Facility









 (viii) any adverse change in the relevant exchange rates or in the availability
of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or 

(ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries. 
 The Borrower shall
promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the
applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid. 

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C
Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such L/C Issuer shall be liable
to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or
willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the
beneficiary or transferee at law or under any other agreement. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of such L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (viii) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against such L/C Issuer,
and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s
willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions
of a Letter of Credit absent a court order prohibiting such payment. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the
Society for 

  

					
		 	37	 	CareFusion Corporation – Revolving Credit Facility









 
Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. 

(g) Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when
a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the applicable L/C Issuer shall not be responsible to the Borrower for, and such L/C Issuer’s rights and remedies
against the Borrower shall not be impaired by, any action or inaction of such L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law
or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for
Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to
adjustment as provided in Section 2.16, with its Applicable Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily
amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09.
Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of
Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any
Event of Default has occurred and is continuing, all Letter of Credit Fees shall accrue at the Default Rate. 
 (i) Fronting Fee and
Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit, at the rate per annum agreed in writing
between the Borrower and such L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day
after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.09. In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of
such L/C Issuer relating to 

  

					
		 	38	 	CareFusion Corporation – Revolving Credit Facility









 
letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. 

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the
terms hereof shall control. 
 (k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower
hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. 

(l) Letter of Credit Reports. Each L/C Issuer shall furnish (A) to the Administrative Agent on the first Business Day of each
month a written report summarizing issuance and expiration dates of Letters of Credit during the preceding month and drawings during such month under all Letters of Credit issued by it and (B) to the Administrative Agent on the first Business
Day of each calendar quarter a written report setting forth the average daily aggregate available amount during the preceding calendar quarter of all Letters of Credit issued by it. 

SECTION 2.04 Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender
may, in its sole discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business
Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the
Outstanding Amount of Committed Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each
Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing
Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. 
 (b)
Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing
Line Lender and the Administrative Agent not later than 2:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000, and


  

					
		 	39	 	CareFusion Corporation – Revolving Credit Facility









 
(ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of
a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents
thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing
the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in
Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing
Line Loan available to the Borrower. 
 (c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole
and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s
Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of
Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in
Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its
Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing
line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar denominated payments not later than 2:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to
Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the
relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. 

  

					
		 	40	 	CareFusion Corporation – Revolving Credit Facility









 (iii) If any Lender fails to make available to the Administrative Agent for the account of the
Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from
such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate
per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by
the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or
funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be
conclusive absent manifest error. 
 (iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations
in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 

(d) Repayment of Participations. (i) At any time after any Lender has purchased and funded a risk participation in a Swing Line
Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender. 

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned
by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its
Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will
make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on
the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan,


  

					
		 	41	 	CareFusion Corporation – Revolving Credit Facility









 
interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender. 

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender. 
 SECTION 2.05 Prepayments. (a) Optional. (i) The Borrower may, upon
notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than
12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative
Currencies, and (3) on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate
Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of
the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date
specified therein; provided that the Borrower may rescind any such notice if such notice stated that it was conditioned on the occurrence of a specified event and such event shall not have occurred and the Borrower shall pay any amounts in respect
thereof in accordance with Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to
Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. 

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the
prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice, which shall be due and payable on the date specified therein; provided that the Borrower may rescind any such notice if such notice stated that it was conditioned on the occurrence of a
specified event and such event shall not have occurred. 
 (b) Mandatory. (i) If for any reason the Total Outstandings at any
time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay 

  

					
		 	42	 	CareFusion Corporation – Revolving Credit Facility









 
Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, however, that, subject to the provisions of
Section 2.15(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate
Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange
rate fluctuations. 
 (ii) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C
Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or
the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. 

SECTION 2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the
Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. three Business Days prior to the date of
termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if,
after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency
Sublimit, the Letter of Credit Sublimit and the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders
of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective
date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. The Borrower may rescind any notice of termination or permanent reduction of the Aggregate Commitments hereunder if such notice stated that
it was conditioned on the occurrence of a specified event and such event shall not have occurred. 
 SECTION 2.07 Repayment of Loans.
(a) Committed Loans. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Committed Loans outstanding on such date. 

(b) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days
after such Loan is made and (ii) the Maturity Date. 
 SECTION 2.08 Interest. (a) Subject to the provisions of
Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each 

  

					
		 	43	 	CareFusion Corporation – Revolving Credit Facility









 
Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. 
 (b) (i) If any amount of principal of any
Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws. 
 (ii) If any amount (other than principal of any Loan) payable by the
Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of
all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. 

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 

SECTION 2.09 Fees. 
 In
addition to certain fees described in subsections (h) and (i) of Section 2.03: 
 (a) Commitment
Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee in Dollars equal to (i) the Applicable Rate times (ii) the actual daily amount
of the Aggregate Commitments minus the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of
doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability
Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with
the last Business Day in March 2014, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in 

  

					
		 	44	 	CareFusion Corporation – Revolving Credit Facility









 
arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect. 
 (b) Other Fees. (i) The Borrower shall pay to the Administrative Agent
for its own account fees in the amounts and at the times specified in the Agency Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
 SECTION 2.10 Computation
of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis
of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year) or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market
practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error. 
 SECTION 2.11 Evidence of Debt. (a) The Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent
manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of
its Loans and payments with respect thereto. 
 (b) In addition to the accounts and records referred to in Section 2.11(a), each
Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in L/C Obligations and Swing Line Loans. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in 

  

					
		 	45	 	CareFusion Corporation – Revolving Credit Facility









 
respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 

SECTION 2.12 Payments Generally; Administrative Agent’s Clawback. (a) General. All payments to be made by the Borrower
shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in immediately available funds
not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in immediately available funds not later than the Applicable Time
specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason,
the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the
Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received
on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day,
and such extension of time shall be reflected in computing interest or fees, as the case may be. 
 (b) (i) Funding by Lenders;
Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed Borrowing of Base
Rate Loans, prior to 1:00 p.m. on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by
Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including
the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus


  

					
		 	46	 	CareFusion Corporation – Revolving Credit Facility









 
any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower,
the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of
such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such
Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the
Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in immediately available funds
with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. 

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without
interest. 
 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund
participations in L/C Obligations and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any
payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its
Committed Loan, to purchase its participation or to make its payment under Section 10.04(c). 
 (e) Funding Source.
Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a 

  

					
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representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. 

SECTION 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the
aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of
such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that: 

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.15, or (C) any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower or any
Subsidiary thereof (as to which the provisions of this Section shall apply). 
 The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as
if such Lender were a direct creditor of the Borrower in the amount of such participation. 
 SECTION 2.14 Increase in Aggregate
Commitments. (a) Request for Increase. Provided no Default has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an 

  

					
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increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $250,000,000; provided that any such request for an increase shall be in a minimum amount of $10,000,000
or any integral multiple of $5,000,000 in excess thereof. 
 (b) Additional Lenders. For any increase in the Aggregate Commitments
pursuant to this Section 2.14, the Borrower may request existing Lenders to increase their Commitments (which any such existing Lender may, in its sole discretion, agree or decline to so increase) or, subject to the approval of the
Administrative Agent, each L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance
reasonably satisfactory to the Administrative Agent and its counsel. 
 (c) Effective Date and Allocations. If the Aggregate
Commitments are increased in accordance with this Section, the Borrower, in consultation with the Administrative Agent, shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.
The Borrower shall promptly notify the Administrative Agent (which shall promptly notify the Lenders) of the final allocation of such increase and the Increase Effective Date. 

(d) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate of the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying as to the due authorization of the Borrower for
such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase
Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the
representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01, and (B) no Default has occurred and is continuing. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05)
to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. 

(e) Conflicting Provisions. This Section shall supersede any provisions in Section 2.12 or 10.01 to the contrary.

 SECTION 2.15 Cash Collateral. 

(a) Certain Credit Support Events. If (i) an L/C Issuer has honored any full or partial drawing request under any Letter of Credit
issued by such L/C Issuer and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash
Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one 

  

					
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Business Day (in all other cases) following any request by the Administrative Agent or the applicable L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum
Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Additionally, if the Administrative
Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall
provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit. 

(b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby
grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all
balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any
time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or an L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the
Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other
than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at JPMorgan. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and
other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral. 
 (c) Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.03, 2.06, 2.16 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of
the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may otherwise be provided for herein. 
 (d) Release. Cash Collateral (or the
appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by
the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vii))) or (ii) the determination by the Administrative Agent and the applicable L/C Issuer
that there exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations. 

  

					
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 SECTION 2.16 Defaulting Lenders. (a) Adjustments. 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) Certain Fees. (A) Fees shall cease to accrue on the unfunded Commitment of such Defaulting Lender pursuant to
Section 2.09(a); 
 (ii) Waivers and Amendments. The Commitment and Loans of such Defaulting Lender shall
not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder, except if such Defaulting Lender is a Defaulting Lender solely pursuant to clause (c) of the definition thereof
(including any consent to any amendment or waiver pursuant to Section 10.01); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which (i) increases or extends the
Commitment of such Defaulting Lender, (ii) reduces the principal of or (except as provided in Section 10.01(d)) the rate of interest for Loans of such Defaulting Lender, or fees or other amounts payable hereunder or under any other
Loan Document to such Defaulting Lender or (iii) amends or modifies any provision of this Section 2.16(a)(ii), each shall require the consent of such Defaulting Lender; 

(iii) Defaulting Lender Waterfall. 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 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to an L/C Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuers’ Fronting Exposure with
respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default has occurred and is continuing), to the funding of any Loan in respect of which such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released
pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such
Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender as
a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
seventh, so long as no Default has occurred and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender
as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court 

  

					
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of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not
fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to
pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and
unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). 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 2.16(a)(iii) shall be deemed paid to and redirected by such Defaulting Lender,
and each Lender irrevocably consents hereto. 
 (iv) Reallocation of Applicable Percentages to Reduce Fronting
Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without
regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the
Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any
Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a
Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

(b) Cumulative Rights and Remedies. The rights and remedies against a Defaulting Lender under this Section 2.14 are in
addition to other rights and remedies that the Borrower may have against such Defaulting Lender. 
 (c) Defaulting Lender Cure. In
the event that the Administrative Agent, each L/C Issuer, the Swing Line Lender and the Borrower agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then such Lender shall purchase at
par such of the Loans of the other Lenders or take such other actions as the Administrative Agent shall determine may be necessary to cause the Committed Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans to be held
on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon such Lender shall no longer be a Defaulting Lender; provided that no adjustments will be
made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to non-Defaulting Lender will constitute 

  

					
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a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender. 

ARTICLE III 
 TAXES,
YIELD PROTECTION AND ILLEGALITY 
 SECTION 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on
Account of Taxes. (i) Any and all payments by or on account of any Obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or
withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the
Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. 

(ii) If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including, without
limitation, both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon
the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and
(C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions
(including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay
any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws. 
 (c) Tax Indemnifications.
(i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 10 Business Days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the
Administrative Agent or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent) stating the amount of
any Indemnified Taxes or Other Taxes so paid or payable by the Lender and describing the basis for the indemnification claim with reasonably supporting documentation, 

  

					
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or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. For the avoidance of doubt, this Section 3.01(c)(i) shall not
apply to any Indemnified Taxes or Other Taxes in respect of which the additional amounts have been paid under Section 3.01(a). 

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Borrower and
the Administrative Agent, and shall make payment in respect thereof within 10 Business Days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the
fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender to deliver,
or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this
Section 3.01(c) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all other Obligations. 
 (d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the
case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall
deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment
reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 
 (e) Status of Lenders; Tax Documentation.
(i) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such
other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender
is subject to backup withholding or information reporting requirements; 
 (ii) each Foreign Lender that is entitled under the Code or any
applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by
the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally
entitled to do so), whichever of the following is applicable: 

  

					
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 (A) two executed originals of Internal Revenue Service Form W-8BEN (or any
successor forms) claiming eligibility for benefits of an income tax treaty to which the United States is a party, 
 (B) two
executed originals of Internal Revenue Service Form W-8ECI (or any successor forms), 
 (C) to the extent a Lender is
not the beneficial owner (for example, where the Lender is a partnership, or is a Lender granting participation), IRS Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, Form W-9, a Tax Status Certificate, Form
W-8IMY (or other successor forms) or any other required information from each beneficial owner, as applicable (provided that, if the Lender is a partnership (and not a participating Lender) and one or more beneficial owners are claiming the
portfolio interest exemption, the Tax Status Certificate shall be provided by such Lender on behalf of each such beneficial owner(s)), 

(D) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of
the Code, (x) a certificate (any such certificate, a “Tax Status Certificate”) to the effect that such Foreign Lender is not (i) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (ii) a
“10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code, and that no payments in
connection with the Loan Documents are effectively connected with such Lender’s conduct of a U.S. trade or business, and (y) two executed originals of Internal Revenue Service Form W-8BEN, or 

(E) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in
United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; 

(iii) each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify
or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its
Lending Office consistent with Section 3.06(a)) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such
Lender; and 
 (iv) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent, at the time
or times prescribed by law or at such time or times reasonably requested by the Administrative Agent, such documentation prescribed by applicable law 

  

					
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(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Agent as may be necessary for the
Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such
payment. 
 (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any
obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent or any Lender
determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an
amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (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. This subsection 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 that it deems confidential) to the Borrower or any other Person. 
 (g) For this Section 3.01, the term
“Lenders” shall be deemed to include each L/C Issuer. 
 SECTION 3.02 Illegality. If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurocurrency Rate (whether
denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to
take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue
Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall be suspended, and (ii) if such notice asserts the
illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary
to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such 

  

					
		 	56	 	CareFusion Corporation – Revolving Credit Facility









 
Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the
interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the
Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice
asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to
the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment
or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 
 SECTION 3.03 Inability to Determine
Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not
being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency
Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or
maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence
with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Credit Extension of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will
be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. 

Notwithstanding the foregoing, in the case of a pending request for a Eurocurrency Rate Loan or conversion or continuation in an Alternative
Currency as to which the Administrative Agent has made the determination described in clause (a) of the first sentence of this section, the Administrative Agent, in consultation with the Borrower and the Lenders, may establish an alternative
interest rate that reflects the all-in-cost of funds to the Administrative Agent for funding Loans in the applicable currency and amount, and with the same Interest Period as the Eurocurrency Rate Loan requested to be made, converted or continued,
as the case may be (the “Impacted Loans”), in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to
the Impacted Loans under clause (a) of the first 

  

					
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sentence of this section, (y) the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to
such Lenders of funding the Impacted Loans, or (z) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain
or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such
Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. 
 SECTION 3.04
Increased Costs; Reserves on Eurocurrency Rate Loans. (a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer; or 

(ii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this
Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of the
foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan),
or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum
received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or
any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C
Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in L/C Obligations or Swing
Line Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company would have achieved but for such Change
in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate 

  

					
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such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered. 

(c) Notice of Change of Law; Certificates for Reimbursement. Any Lender or L/C Issuer seeking compensation pursuant to the foregoing
provisions shall (i) notify the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor and (ii) promptly thereafter,
deliver a certificate setting forth in reasonable detail the calculation of the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this
Section and the basis for such calculation (which calculation shall be conclusive absent manifest error). The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate delivered pursuant
to the foregoing clause (ii) within 10 Business Days after receipt thereof. 
 (d) Delay in Requests. Failure or delay on the
part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that
the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such L/C
Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). 

(e) Reserves on Eurocurrency Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such
Loan, provided the Borrower shall have received at least 10 Business Days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 Business Days
prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 Business Days from receipt of such notice. 

(f) Any Lender or L/C Issuer that requests compensation from the Borrower pursuant to the foregoing provisions of this Section shall certify
that the claim for additional amounts referred to in the certificates delivered pursuant thereto are generally consistent with such Lender’s or such L/C Issuer’s treatment of similarly situated customers of such Lender or such L/C Issuer,
as the case may be, whose transactions with such Lender or such L/C Issuer are similarly affected by the change in circumstances giving rise to such payment, but such Lender or such L/C Issuer shall not be required to disclose any confidential or
proprietary information therein. 

  

					
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 (g) For the avoidance of doubt, this Section 3.04 shall not apply to taxes, which are
governed solely by Section 3.01. 
 SECTION 3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last
day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue
or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; 
 (c) any failure by
the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or 

(d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of
a request by the Borrower pursuant to Section 10.13; 
 including any foreign exchange losses and any loss or expense arising
from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract but excluding, in each case,
any loss of anticipated profits. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to
have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank Eurocurrency market for a comparable amount and for a comparable period, whether or not such
Eurocurrency Rate Loan was in fact so funded. 
 SECTION 3.06 Mitigation Obligations; Replacement of Lenders. (a) Designation of
a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender or L/C Issuer
pursuant to Section 3.01, or if any Lender or any L/C Issuer gives a notice pursuant to Section 3.02, then such Lender or such L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or


  

					
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such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b)
Replacement of Lenders. Without limiting each Lender’s obligations in Section 3.06(a), if any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13. 

SECTION 3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate
Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent. 
 ARTICLE IV 

CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT AND 

RESTATEMENT 
 SECTION 4.01
Conditions to Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied: 

(a) The Administrative Agent’s receipt of the following, in each case, in form and substance reasonably satisfactory to the
Administrative Agent and each of the Lenders: 
 (i) counterparts of this Agreement duly executed by a Responsible Officer
of the Borrower and by each Lender and each L/C Issuer; 
 (ii) a Note executed by a Responsible Officer of the Borrower in
favor of each Lender that requests a Note no later than three Business Days prior to the Closing Date; 
 (iii) a duly
executed certificate of the secretary or assistant secretary of the Borrower, attaching each of the following documents and certifying that each is true, correct and complete and in full force and effect as of the Closing Date: (A) a copy of
the certificate of incorporation of the Borrower, certified as of as recent date by the Secretary of State of the State of Delaware; (B) a copy of the bylaws of the Borrower; (C) a copy of the resolutions of the board of directors of the
Borrower approving and adopting the Loan Documents and the transactions contemplated therein, and authorizing the execution and delivery thereof; (D) an incumbency certificate identifying the Responsible Officers of the Borrower that are
authorized to execute Loan Documents and to act on the Borrower’s behalf in connection with the Loan Documents; and (E) a 

  

					
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certificate of good standing for the Borrower from the State of Delaware, certified as of a recent date by the Secretary of State of the State of Delaware; 

(iv) a favorable opinion of DLA Piper LLP (US), counsel to the Borrower, addressed to the Administrative Agent, each L/C
Issuer and each Lender in form and substance reasonably satisfactory to the Administrative Agent, each L/C Issuer and each Lender; 

(v) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in
Sections 4.02(a) and (b) have been satisfied, (B) that, except as set forth in the Borrower’s filings with the SEC prior to the date hereof, there has been no event or circumstance since June 30, 2013 that has
had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and 
 (vi)
such other documents as the Administrative Agent, the Swing Line Lender, any L/C Issuer or any Lender may reasonably request through the Administrative Agent. 

(b) (i) All fees required to be paid to the Administrative Agent and the Joint Lead Arrangers on or before the Closing
Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid. 

(c) Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable and documented fees, charges and
disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced at least three Business Days prior to the Closing Date, plus such additional amounts of such fees,
charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between the Borrower and the Administrative Agent). 
 (d) The Closing Date shall have occurred on or
before February 14, 2014. 
 (e) Except as set forth in the Borrower’s filings with the SEC prior to the date
hereof, there shall exist no action, suit investigation, litigation or proceeding affecting the Borrower pending or, to the knowledge of the Borrower, threatened before any Governmental Authority that would reasonably be expected to have a Material
Adverse Effect. 
 (f) The Borrower shall be in pro forma compliance with all of the covenants set forth in
Section 7.09 hereto based on the most recently available financial statements of the type referred to in Section 5.05(b). 

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance
with the conditions specified in this 

  

					
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Section 4.01, each Lender and each L/C Issuer that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other
matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or an L/C Issuer unless the Administrative Agent shall have received notice from such Lender or such L/C Issuer prior to the proposed Closing Date
specifying its objection thereto. 
 SECTION 4.02 Conditions to all Credit Extensions. The obligation of each Lender and each L/C
Issuer to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

 (a) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall
be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except
that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to
Sections 6.01(a) and (b), respectively. 
 (b) No Default has occurred or is continuing, or would result
from such proposed Credit Extension or from the application of the proceeds thereof. 
 (c) The Administrative Agent and, if
applicable, an L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof. 

(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in
national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an
Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency. 

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Administrative Agent and the Lenders that on and after the Closing Date, the accuracy of the
statements set forth below: 

  

					
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 SECTION 5.01 Existence, Qualification and Power. The Borrower and each of its Subsidiaries
(a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) in the case of the Borrower, execute, deliver and perform its obligations under the Loan Documents and consummate the
transactions contemplated thereby, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires
such qualification or license; except in each case referred to in clause (a), (b)(i) or (c) of this Section 5.01, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. 

SECTION 5.02 Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document have been
duly authorized by all necessary corporate action, and do not and will not (a) contravene the terms of the Borrower’s certificate of incorporation or by-laws; (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or (c) violate any Law. 

SECTION 5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice
to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document or
(b) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents, except for the authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force
and effect. 
 SECTION 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will
have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance
with its terms. 
 SECTION 5.05 Financial Statements; No Material Adverse Effect. (a) The audited consolidated balance sheet of
the Borrower and its consolidated Subsidiaries for the fiscal year ended June 30, 2013, and the related consolidated statements of income or operations, changes in stockholders’ equity, and cash flows for such fiscal year (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby and (ii) fairly present in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the
Borrower and its consolidated Subsidiaries in accordance with GAAP, in each case, except as otherwise expressly noted therein. 
 (b) The
unaudited consolidated condensed balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended December 31, 2013, and 

  

					
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the related consolidated condensed statements of income or operations, changes in stockholders’ equity, and cash flows for such fiscal quarter (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby and (ii) fairly present in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated
Subsidiaries in accordance with GAAP, in each case, except as otherwise expressly noted therein and subject only to normal year-end audit adjustments. 

(c) Except as publicly disclosed in a filing with the SEC prior to the date hereof, since June 30, 2013, there has been no event or
circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. 

SECTION 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower,
threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to
this Agreement or any other Loan Document, or (b) except as publicly disclosed in a filing with the SEC prior to the date hereof, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 

SECTION 5.07 No Default. Neither the Borrower nor any Subsidiary thereof is in default under or with respect to any Contractual
Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document. 
 SECTION 5.08 Ownership of Property; Liens. The Borrower and each of its Subsidiaries has
good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary to conduct its business in the ordinary course, except for such defects in title as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The property of the Borrower and each of its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. 

SECTION 5.09 Environmental Compliance. (a) The Borrower and its Subsidiaries conduct in the ordinary course of business a review
of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has
reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(b) Except as to matters that would not reasonably be expected to result in a Material Adverse Effect: (i) there is no Environmental
Liability of or relating to the Borrower or any of its Subsidiaries, and, to the knowledge of the Borrower, there are no current conditions that would reasonably be expected to result in or be the basis for any such Environmental Liability;
(ii) there has been no release of any Hazardous Materials in such a manner or quantity as would reasonably be expected to give rise to any Environmental Liability to the Borrower or any of its Subsidiaries; and (iii) with respect to the
Borrower or any of its Subsidiaries, no notice, notification, demand, request for information, citation, 

  

					
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summons or order has been issued and is outstanding, no complaint has been filed and not resolved, no penalty has been assessed and not paid and, to the knowledge of the Borrower, no
investigation or review is pending or threatened by any Governmental Authority, in each case, relating to any Environmental Law or Hazardous Materials. 

SECTION 5.10 Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance
companies that are not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates. 
 SECTION 5.11
Taxes. The Borrower and its Subsidiaries have filed all Federal, state income and other material tax returns required to be filed by them, and have paid all Federal, state income and other material Taxes required to be paid, levied or imposed
upon them or their properties, income or assets otherwise due and payable, except those (i) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance
with GAAP, or (ii) which would not be reasonably expected to have a Material Adverse Effect. Other than as disclosed in filings with the SEC made prior to the date hereof, there is no proposed tax assessment against the Borrower or any
Subsidiary that would, if made, have a Material Adverse Effect. 
 SECTION 5.12 ERISA Compliance. (a) Each Pension Plan is in
compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Except as would not reasonably be expected to have a Material Adverse Effect, the Borrower and each ERISA Affiliate have made all
required contributions to each Pension Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any
Pension Plan. 
 (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by
any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has
resulted or would reasonably be expected to result in a Material Adverse Effect. 
 (c) (i) No ERISA Event has occurred or is
reasonably expected to occur that has resulted or would reasonably be expected to result in a Material Adverse Effect; (ii) no Pension Plan has any Unfunded Pension Liability that has resulted or would reasonably be expected to result in a
Material Adverse Effect; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent
under Section 4007 of ERISA) that has resulted or would reasonably be expected to result in a Material Adverse Effect; (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 

  

					
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4243 of ERISA with respect to a Multiemployer Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect; and (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA that has resulted or would reasonably be expected to result in a Material Adverse Effect. 

(d) Except for those that would not in the aggregate have a Material Adverse Effect, with respect to each scheme or arrangement mandated by a
government other than the United States (a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by the Borrower or any Subsidiary of the Borrower that is not subject
to United States law (a “Foreign Plan”): 
 (i) any employer and employee contributions required by law or
by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; and 

(ii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable
regulatory authorities. 
 SECTION 5.13 Subsidiaries; Equity Interests. As of the Closing Date the Borrower has no Subsidiaries other
than those specifically disclosed in Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower in the amounts specified on
Schedule 5.13. 
 SECTION 5.14 Margin Regulations; Investment Company Act. (a) The Borrower is not engaged and will
not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.
Following the application of the proceeds of each Credit Extension, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of
Section 7.01 or Section 7.04 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(f)
will be margin stock. 
 (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered
as an “investment company” under the Investment Company Act of 1940. 
 SECTION 5.15 Disclosure. No report, financial
statement, certificate or other written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered
hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as
a whole, in the 

  

					
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light of the circumstances under which they were made, not misleading; provided that, with respect to any information consisting of forward-looking statements, estimates and projections regarding
the future performance of the Borrower and its Subsidiaries (the “Projections”), the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the date they were made, it
being understood that Projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower’s control and no assurance can be given that the Projections will be realized. 

SECTION 5.16 Compliance with Laws. The Borrower and each Subsidiary thereof is in compliance in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith
by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 

SECTION 5.17 OFAC. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by
the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of
the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. Neither the Borrower, nor any of its Subsidiaries, or, to the knowledge of the Borrower and its Subsidiaries, any
director, officer, employee, agent, affiliate or representative thereof is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any Subsidiary located, organized or resident in a country or territory that is the
subject of Sanctions. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to: 
 SECTION 6.01 Financial
Statements. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 

(a) as soon as available, but in any event within the earlier of 90 days after the end of each fiscal year of the Borrower
(commencing with the fiscal year ended June 30, 2014) and 15 days after such statements are required to be filed with the SEC, a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal year, and
the related consolidated statements of income or operations, changes in stockholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail
and prepared in accordance with GAAP, audited and accompanied by a report and 

  

					
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opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and 

(b) as soon as available, but in any event within the earlier of 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower and 15 days after such statements are required to be filed with the SEC, a consolidated condensed balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such fiscal quarter, and
the related consolidated condensed statements of income or operations, changes in stockholders’ equity, and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly
presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP, except as otherwise expressly noted therein and
subject only to normal year-end audit adjustments. 
 As to any information contained in materials furnished pursuant to
Section 6.02(c), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to
furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein. 

SECTION 6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender through the Administrative Agent, in
form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: 
 (a) concurrently with the
delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculations
demonstrating compliance with Section 7.09; 
 (b) promptly after any reasonable request in writing by the
Administrative Agent or by any Lender through the Administrative Agent, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the
Borrower by independent accountants in connection with the accounts or books of the Borrower or any of its Subsidiaries, or any audit of any of them; 

(c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or
communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, or with any national 

  

					
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securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(d) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of the
Borrower or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement, in each case, in connection with any outstanding Indebtedness in an aggregate principal amount of more than the Threshold Amount, and
not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; 

(e) promptly, and in any event within ten Business Days after receipt thereof by the Borrower or any Subsidiary thereof, copies
of each notice or other correspondence (other than routine comment letters) received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible investigation or other material
inquiry by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof; 
 (f)
promptly, such additional information regarding the business, financial, legal or corporate affairs of the Borrower or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender by a request
in writing to the Administrative Agent may from time to time reasonably request. 
 Documents or other information required to be delivered
pursuant to Section 6.01 or Section 6.02 (other than as set forth below with respect to Section 6.02(a)) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date
(i) on which such documents or other information, or one or more annual or quarterly or other reports or proxy statements containing such documents or other information, are posted, or a link thereto is provided, on the website of the SEC at
http://www.sec.gov or on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if
any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent and each Lender
(by telecopier or electronic mail) of the posting of any such documents pursuant to paragraph (ii) . Notwithstanding anything contained herein, in every instance the Borrower shall be required to deliver the Compliance Certificates required by
Section 6.02(a) to the Administrative Agent in accordance with Section 10.02. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies
of such documents. 
 The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make
available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar
electronic system 

  

					
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(the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with
respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that
it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent,
the Joint Lead Arrangers, the L/C Issuers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for
purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” 

SECTION 6.03 Notices. Promptly notify the Administrative Agent and each Lender through the Administrative Agent: 

(a) of the occurrence of any Default; 

(b) of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including
(i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws, in each case, except those
disclosed by the Borrower in filings with the SEC; 
 (c) of the occurrence of any ERISA Event; 

(d) of any material change in accounting policies or financial reporting practices by the Borrower except those disclosed from
time to time by the Borrower in filings with the SEC; and 
 (e) of any announcement by Moody’s, S&P or Fitch of any
change or possible change in a Debt Rating; in each case, except those publicly announced by Moody’s, S&P or Fitch. 
 Each notice
pursuant to this Section 6.03 (other than Section 6.03(e)) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to 

  

					
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take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have
been breached. 
 SECTION 6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable (a) all
material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets; and (b) all material lawful claims which, if unpaid, would by law become a Lien upon its property; in each case, unless the same are
being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary. 

SECTION 6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and
good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 or 7.04; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary
or desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names
and service marks, the non-preservation of which would reasonably be expected to have a Material Adverse Effect. 
 SECTION 6.06
Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make
all necessary repairs thereto and renewals and replacements thereof except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. 

SECTION 6.07 Maintenance of Insurance. Maintain insurance with respect to its properties and business with financially sound and
reputable insurance companies that are not Affiliates of the Borrower against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any
self-insurance compatible with the following standard) as are customarily carried under similar circumstances by such other Persons. 

SECTION 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or
(b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. 
 SECTION 6.09 Books and
Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower
or such Subsidiary, as the case may be. 
 SECTION 6.10 Inspection Rights . Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties, to 

  

					
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examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and
independent public accountants, all at the Administrative Agent’s or such Lender’s expense and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower;
provided, however, that when an Event of Default has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower
at any time during normal business hours and with reasonable notice. 
 SECTION 6.11 Use of Proceeds. Use the proceeds of the Credit
Extensions for working capital, capital expenditures and for general corporate purposes not in contravention of any Law or of any Loan Document. 

ARTICLE VII 
 NEGATIVE
COVENANTS 
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly: 

SECTION 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, or assign any accounts or other right to receive income, other than the following: 
 (a) Liens
existing on the date hereof and listed on Schedule 7.01; 
 (b) Liens for Taxes not yet due or which are being
contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in
the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on
the books of the applicable Person; 
 (d) pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 

(e) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

  

					
		 	73	 	CareFusion Corporation – Revolving Credit Facility









 (f) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the
applicable Person; 
 (g) Liens securing judgments for the payment of money not constituting an Event of Default under
Section 8.01(i); 
 (h) Liens securing Indebtedness of the type permitted under Section 7.02(e);
provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower,
of the property being acquired on the date of acquisition; 
 (i) Liens on accounts receivable, leases, notes and related
assets securing up to an aggregate Invested Amount not to exceed 15% of Consolidated Net Tangible Assets at any time outstanding arising solely in connection with the sale or transfer of such accounts receivable, leases, notes or related assets
pursuant to a receivables purchase agreement or similar arrangement which is non-recourse to the Borrower on customary terms for securitization transactions; 

(j) other Liens, provided that the aggregate principal amount outstanding of the Indebtedness and the amount of other
obligations secured by such Liens shall not exceed $100,000,000 in an aggregate amount outstanding; and 
 (k) the
replacement, extension or renewal of any Lien permitted by clauses (a) through (j) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any
direct or contingent obligor) of the Indebtedness secured thereby. 
 SECTION 7.02 Subsidiary Indebtedness. The Borrower will not
permit any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Indebtedness, except: 
 (a)
Indebtedness of such Subsidiary to the Borrower or a Subsidiary of the Borrower; 
 (b) Indebtedness outstanding on the date
hereof and listed on Schedule 7.02; 
 (c) Guarantees in respect of Indebtedness otherwise permitted hereunder; 

(d) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof, which Indebtedness is existing
at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); 

  

					
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 (e) Indebtedness representing the purchase price of assets acquired in the
ordinary course of business or Indebtedness incurred solely for the purpose of acquiring such assets, including, without limitation, purchase money, capital leases and sale and lease back Indebtedness; provided that sale and lease back
Indebtedness at any time outstanding shall not exceed 10% of Consolidated Net Tangible Assets; 
 (f) other Indebtedness of
such Subsidiaries in aggregate principal amount outstanding at any time not to exceed $250,000,000; 
 (g) Indebtedness
secured by Liens permitted pursuant to Section 7.01(i); and 
 (h) any refinancings, refundings, renewals or
extensions of any Indebtedness referred to clauses (a) through (e) above; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, the direct or any contingent obligor with
respect thereto is not changed and the maturity thereof is not shortened to occur prior to the Maturity Date, as a result of or in connection with such refinancing, refunding, renewal or extension. 

SECTION 7.03 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default has occurred and is continuing or would result therefrom:

 (a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or
surviving Person, or (ii) any one or more other Subsidiaries; 
 (b) any Subsidiary may Dispose of all or substantially
all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary or (ii) to the Borrower; 

(c) each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other
Person to merge into or consolidate with it, including, without limitation, in connection with any acquisition; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to
which the Borrower is a party, the Borrower is the surviving corporation and (ii) otherwise, the Person surviving such merger or consolidation shall be a Subsidiary of the Borrower. 

(d) any Subsidiary may Dispose of all or substantially all of its assets if permitted pursuant to Section 7.04(f)
and Section 7.04(g). 

  

					
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 SECTION 7.04 Dispositions. Make any Disposition or enter into any agreement to make any
Disposition, except: 
 (a) Dispositions of obsolete property, worn out property or property no longer needed or useful in
the ordinary course of the business of the Borrower and its Subsidiaries, whether now owned or hereafter acquired; 
 (b)
Dispositions of inventory in the ordinary course of business; 
 (c) Dispositions of equipment or real property to the extent
that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; 

(d) Dispositions of property by any Subsidiary to the Borrower or to a Subsidiary of the Borrower; 

(e) Dispositions permitted by Section 7.03 or in connection with any transactions permitted pursuant to Sections
7.01(h) and (i) and 7.02(e); 
 (f) Dispositions by the Borrower and its Subsidiaries not otherwise
permitted under this Section 7.04; provided that (i) at the time of such Disposition, no Default shall have occurred and be continuing or would result from such Disposition and (ii) after giving effect to such
Disposition, the Borrower and its Subsidiaries are in pro forma compliance with the covenants set forth in Section 7.09; and 

(g) so long as no Default shall occur and be continuing, the grant of any option or other right to purchase any asset in a
transaction that would be permitted under the provisions of this Section 7.04. 
 SECTION 7.05 Change in Nature of
Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto or reasonably
related extensions thereof. 
 SECTION 7.06 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate
of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a
comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to any transactions between or among the Borrower and its Subsidiaries. 

SECTION 7.07 Limitations on Subsidiary Distributions. Enter into or permit to exist any Contractual Obligation (other than this
Agreement, any other Loan Document or the Notes) that limits the ability of any Subsidiary to make dividends or other distributions to the Borrower or to otherwise transfer property to or invest in the Borrower, except for any Contractual Obligation
(i) in effect on the date hereof, (ii) in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in 

  

					
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contemplation of such Person becoming a Subsidiary of the Borrower, (iii) in connection with any Disposition or other transaction permitted pursuant to Sections 7.03 or 7.04 in
respect of a Subsidiary that is to be merged, consolidated with or into another Person, or Disposed of, (iv) containing customary provisions restricting assignment of any agreement entered into in the ordinary course of business or
(v) containing customary provisions in joint venture agreements or other similar agreements applicable to joint ventures entered into in the ordinary course of business. 

SECTION 7.08 Margin Regulations. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such
purpose in violation of Regulation U or Regulation X of the FRB. 
 SECTION 7.09 Financial Covenants. (a) Consolidated Interest
Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.50:1.00. 

(b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be
greater than 3.50:1.00. 
 SECTION 7.10 Sanctions; Anti-Corruption Laws. Directly or indirectly, use the proceeds of any Credit
Extension, or lend or contribute such proceeds to any Subsidiary, joint venture partner or other individual or entity, (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 any Anti-Corruption Laws, (b) to fund any activities of or business with any individual, or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or
(c) in any other manner that will result in a violation by any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender or otherwise, of Sanctions. 

ARTICLE VIII 
 EVENTS OF
DEFAULT AND REMEDIES 
 SECTION 8.01 Events of Default. Any of the following shall constitute an Event of Default: 

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, and in the currency required
hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest on any Loan or any L/C Obligation, or any fee due hereunder, or (iii) within ten Business
Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 

  

					
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 (b) Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02(b), 6.03(a), 6.05 (with respect to the Borrower only), 6.10, 6.11, or Article VII; or 

(c) Notice. The Borrower fails to perform or observe the covenant contained in Section 6.03(b) and such
failure continues for 10 Business Days after the earlier of (A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which written notice thereof shall have been given to the Borrower by
the Administrative Agent or any Lender; or 
 (d) Other Defaults. The Borrower fails to perform or observe any other
covenant or agreement (not specified in Section 8.01(a), (b) or (c) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the earlier of
(A) the date on which a Responsible Officer of the Borrower becomes aware of such failure and (B) the date on which written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or 

(e) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made
by or on behalf of the Borrower herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made in any material respect (without duplication of any
“Material Adverse Effect” or similar materiality qualifier contained therein); or 
 (f) Cross-Default.
(i) The Borrower or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than
the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event
occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary
or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under
such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the payment obligations thereunder are not settled or paid within 10 Business Days and the


  

					
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Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or 

(g) Insolvency Proceedings, Etc. The Borrower or any Material Subsidiary institutes or consents to the institution of
any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or
for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or
unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for
60 calendar days, or an order for relief is entered in any such proceeding; or 
 (h) Inability to Pay Debts;
Attachment. (i) The Borrower or any Material Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process
is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or 

(i) Judgments. There is entered against the Borrower or any Subsidiary (i) one or more final judgments or orders
for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A-” by A.M.
Best Company, has been notified of the potential claim and does not dispute coverage), and there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

 (j) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted
or would reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of
the Threshold Amount; or 
 (k) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after
its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower contests in any manner the validity or
enforceability of any provision of any Loan Document; or the Borrower denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document;
or 

  

					
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 (l) Change of Control. There occurs any Change of Control. 

SECTION 8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the
request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 
 (a) declare the
commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with
respect thereto); and 
 (d) exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available
to it, the Lenders and the L/C Issuers under the Loan Documents; 
 provided, however, that upon the occurrence of an actual
or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically
terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 
 SECTION 8.03
Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order;

 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than
principal and interest but including reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent payable under Section 10.04 and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such; 
 Second, to payment of that portion of the Obligations constituting fees (other than
Letter of Credit Fees), indemnities and other amounts (other than principal and interest) payable to the Lenders and the L/C Issuer (including reasonable and documented fees, charges and 

  

					
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disbursements of counsel to the respective Lenders and L/C Issuers arising under the Loan Documents payable under Section 10.04 and amounts payable under Article III),
ratably among them in proportion to the respective amounts described in this clause Second payable to them; 
 Third, to
payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in
proportion to the respective amounts described in this clause Third payable to them; 
 Fourth, to payment of that portion of
the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; 

Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.15; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Law. 
 ARTICLE IX 

ADMINISTRATIVE AGENT 

SECTION 9.01 Appointment and Authority. Each of the Lenders and the L/C Issuers hereby irrevocably appoints JPMorgan to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof
or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than the provisions of Section 9.06 which reference the Borrower) are solely for the benefit of the Administrative
Agent, the Lenders and the L/C Issuers, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or
any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of
market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 
 SECTION 9.02
Rights as a Lender. The Person 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
the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of 

  

					
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business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 

SECTION 9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth
herein and in the other Loan Documents and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 
 (c) shall not, except as
expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any capacity. 
 (d) The Administrative Agent shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or an L/C Issuer. 

(e) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other 

  

					
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than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

SECTION 9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and
to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender
or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the
making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), 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. 
 SECTION 9.05 Delegation of
Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document 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 of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article 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 9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United
States, or an Affiliate of any such bank with an office in the United States. If no such 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, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify
the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring or
removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is 

  

					
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appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until
such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents (if not already discharged therefrom as provided above in this Section). Such successor Administrative Agent, prior to becoming a party to this Agreement, shall provide the Borrower with two duly completed copies of IRS Form W-9 (or any
successor form) or the relevant IRS Form W-8 (or any successor form), as applicable, and shall update such forms from time to time as required by law or as reasonably requested by the Borrower. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this Article and Section 10.04 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 the retiring Administrative Agent was acting as Administrative Agent. 
 Any resignation by JPMorgan as Administrative Agent
pursuant to this Section shall also constitute its resignation as an L/C Issuer and as Swing Line Lender. If JPMorgan resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to
all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c). If JPMorgan resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C
Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor
L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to JPMorgan to effectively assume the obligations of Bank of America with
respect to such Letters of Credit. 
 Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that
the Person serving as Administrative Agent is a Defaulting Lender (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Administrative Agent or any other party), the Required Lenders
(determined after giving effect to Section 10.01) may, with the consent of the Borrower, by notice to such Person remove such Person as Administrative Agent and appoint a replacement Administrative Agent hereunder reasonably acceptable
to the Borrower. Such removal will, to the fullest extent 

  

					
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permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date 30 days after the giving of such notice by the
Required Lenders (regardless of whether a replacement Administrative Agent has been appointed). 
 SECTION 9.07 Non-Reliance on
Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or
any other Lender or any of their Related Parties and based on such documents and information 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. 
 SECTION 9.08 No Other Duties, Etc.
Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder. 
 SECTION 9.09 Administrative Agent May File Proofs of
Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be
due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans,
L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative
Agent under Sections 2.03(h), 2.09 and 10.04) allowed in such judicial proceeding; and 
 (b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, if the Administrative
Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, 

  

					
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disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04. 

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any
Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender
or any L/C Issuer or in any such proceeding. 
 ARTICLE X 

MISCELLANEOUS 
 SECTION
10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective unless in writing signed by the Required Lenders and
the Borrower, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent
shall: 
 (a) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i) or
(c)), or, in the case of the initial Credit Extension, Section 4.02, without the written consent of each Lender; 

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 8.02) without the written consent of such Lender; 
 (c) postpone any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment; 

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to
clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided,
however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or
(ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; 

(e) change Section 2.12(a), Section 2.12(f), Section 2.13, Section 8.03 or the
definition of “Applicable Percentage” in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; 

  

					
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 (f) amend Section 1.06 or the definition of “Alternative Currency” without the
written consent of each Lender; or 
 (g) change any provision of this Section 10.01 or the definition of
“Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written
consent of each Lender; 
 and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and
signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Agency Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or
consent hereunder, except as provided in Section 2.14(b). 
 If any Lender does not consent to a proposed amendment, waiver,
consent or release with respect to any Loan Document that requires the consent of each Lender or each affected Lender and that has been approved by the Required Lenders (such Lender, a “Non-Consenting Lender”), the Borrower may
replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such
assignments required by the Borrower to be made pursuant to this paragraph). 
 SECTION 10.02 Notices; Effectiveness; Electronic
Communications. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given
by telephone shall be made to the applicable telephone number, as follows: 
 (i) if to the Borrower, the Administrative
Agent, an L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its
Administrative Questionnaire. 

  

					
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 Notices and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below
shall be effective as provided in such subsection (b). 
 (b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent, the Swing Line Lender, each L/C Issuer or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by
it, provided that approval of such procedures may be limited to particular notices or communications. 
 Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities
or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided,


  

					
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however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as
opposed to direct or actual damages). 
 (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuers
and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of
the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower
Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal
or state securities laws. 
 (e) Reliance by Administrative Agent, the L/C Issuers and Lenders. The Administrative Agent, the L/C
Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if
(i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all actually incurred losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower, except to the extent that such losses, costs, expenses or liabilities are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to
such recording. 
 SECTION 10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

  

					
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 Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted
and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing Line Lender
from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in
accordance with Section 10.08 (subject to the terms of Section 2.13) or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the
Borrower under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.13, any Lender may,
with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

SECTION 10.04 Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. The Borrower shall pay (i) all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the
credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or
not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, any L/C Issuer or any Lender (including the reasonable and documented fees, charges and disbursements of any
counsel for the Administrative Agent, any L/C Issuer or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or
(B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. This Section 10.04 shall not apply to
Taxes which shall be exclusively governed by Section 3.01. 
 (b) Indemnification by the Borrower. The Borrower shall indemnify
the Administrative Agent (and any sub-agent thereof) and each Lender, each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted


  

					
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against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any
way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower, any of its Subsidiaries or any of their respective directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses (w) are not actually incurred by such Indemnitee, (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other
Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) result from any dispute that is between or among Indemnitees (other than claims
against an Indemnitee in its capacity as Administrative Agent) that a court of competent jurisdiction has determined in a final and nonappealable judgment did not result from actions or omissions of the Borrower or its Subsidiaries. For the
avoidance of doubt, this Section 10.04(b) shall not apply to Taxes, which shall be exclusively governed by Section 3.01. 

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without limiting its obligation to do
so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), any L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such
payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-

  

					
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agent), any L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub- agent), such
L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each of the parties hereto shall not
assert, and 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,
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that the foregoing shall
not preclude any Indemnitee from seeking to recover the preceding types of damages from the Borrower to the extent same are payable by such Indemnitee to any third party. No Indemnitee referred to in subsection (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and
nonappealable judgment of a court of competent jurisdiction. 
 (e) Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor. 
 (f) Survival. The agreements in this Section shall survive the resignation of
the Administrative Agent, the applicable L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

(g) Attorney’s Fees. Any fees, charges and disbursements of counsel payable by the Borrower under this Section 10.04
or any other provision of the Loan Documents shall be limited to one primary counsel for the Administrative Agent, any Lender or any other applicable parties (which counsel shall be designated by the Administrative Agent) and (i) appropriate
regulatory counsel in applicable specialties, but limited to one regulatory counsel in each such specialty (which counsel shall be designated by the Administrative Agent) and (ii) in the case of a conflict of interest (whether actual or
potential), additional counsel in each relevant jurisdiction for similarly situated parties. 
 SECTION 10.05 Payments Set Aside. To
the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds
of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect 

  

					
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as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable
share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from
time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement. 
 SECTION 10.06 Successors and Assigns. (a) Successors and Assigns Generally. The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of
Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d) or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any
other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors, assigns
and pledgees permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may at any
time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.06(b), participations in L/C
Obligations and Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the
time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is 

  

					
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continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee
Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum
amount has been met; 
 (ii) Proportionate Amounts. 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 or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and
obligations in respect of Swing Line Loans; 
 (iii) Required Consents. No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent
of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of
a Lender or an Approved Fund of a Lender. 
 (B) the consent of the Administrative Agent (such consent not to be
unreasonably withheld or delayed) shall be required unless such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund of a Lender; and 

(C) the consent of each L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall
be required for any assignment. 
 (iv) Assignment and Assumption. The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 to be paid by the assignor or the assignee; provided, however, that the Administrative Agent may,
in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s
Affiliates or Subsidiaries. 
 (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural
person. 

  

					
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 (vii) Certain Additional Payments. In connection with any assignment of
rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the
Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with
the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full
pro rata share of all Loans and participations in L/C Obligations and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and
after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and
10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with Section 10.06(d). 
 (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal and
interest amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by
the 

  

					
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Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(d) Participations. Any Lender may at any time, without the consent of the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under
this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the L/C Issuers and the Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b).
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a
Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated
interest) of each Participant’s interest in the Loans or other obligations under 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 any Loan Document) except to the
extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103(e) of the United States Treasury Regulations. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the
contrary. 
 (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under
Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled
to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a
Lender. 

  

					
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 (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at
any time JPMorgan assigns all of its Commitment and Loans pursuant to subsection (b) above, JPMorgan may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice
to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of JPMorgan as L/C Issuer or Swing Line Lender, as the case may be. If JPMorgan resigns as L/C Issuer, it shall retain all
the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If JPMorgan resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender
provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of
the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to JPMorgan to effectively assume the obligations of JPMorgan with respect to such Letters of Credit. 
 SECTION
10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the L/C Issuers and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) 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), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such
as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or 

  

					
		 	97	 	CareFusion Corporation – Revolving Credit Facility









 
any Eligible Assignee invited to be a Lender pursuant to Section 2.14(b) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating
to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, any L/C Issuer or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. 

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary thereof
relating to the Borrower or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent, any L/C Issuer or any Lender on a nonconfidential basis prior to disclosure by the
Borrower or any Subsidiary thereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care
to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 
 Each of the
Administrative Agent, the L/C Issuers and the Lenders (other than any Public Lender) acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has
developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. 

In addition, each of the Administrative Agent and the Lenders may disclose the existence of this Agreement and the information about this
Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement and the other Loan
Documents. 
 SECTION 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C
Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer, irrespective of whether or not such Lender or such L/C Issuer shall have made any demand under this Agreement or
any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or L/C Issuer different from the branch or office holding such deposit or obligated on such
indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance
with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and
(y) the Defaulting 

  

					
		 	98	 	CareFusion Corporation – Revolving Credit Facility









 
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of
setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates
may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff
and application. 
 SECTION 10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest
in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or
received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

SECTION 10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees
payable to the Administrative Agent or an L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in Section 4.01, 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 that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed
counterpart of this Agreement. 
 SECTION 10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will
be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 


  

					
		 	99	 	CareFusion Corporation – Revolving Credit Facility









 SECTION 10.12 Severability. If any provision of this Agreement or the other Loan Documents
is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall
endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any L/C Issuer or the Swing Line Lender, as applicable, then such
provisions shall be deemed to be in effect only to the extent not so limited. 
 SECTION 10.13 Replacement of Lenders. If any Lender
requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting
Lender, or if any Lender is a Non-Consenting Lender, or if any other circumstance exists hereunder that gives the Borrower the right to replace any Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); 

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts); 
 (c) in the case of any such assignment resulting
from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and 

(d) such assignment does not conflict with applicable Laws. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 

  

					
		 	100	 	CareFusion Corporation – Revolving Credit Facility









 SECTION 10.14 Governing Law; Jurisdiction; Etc. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) SUBMISSION TO JURISDICTION. THE BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT
SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 
 (c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

SECTION 10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS 

  

					
		 	101	 	CareFusion Corporation – Revolving Credit Facility









 
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other
services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent,
the Joint Lead Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and
understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Joint Lead Arranger and each Lender is and has been acting solely as a
principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the
Administrative Agent, the Joint Lead Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents; and (iii) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its
Affiliates, and none of the Administrative Agent, any Joint Lead Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and
releases any claims that it may have against the Administrative Agent, the Joint Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby. 
 SECTION 10.17 Electronic Execution of Assignments and Certain Other Documents. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

  

					
		 	102	 	CareFusion Corporation – Revolving Credit Facility









 SECTION 10.18 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender
requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 

SECTION 10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due
hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other
currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any L/C Issuer or any Lender hereunder or under the other Loan Documents
shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such L/C Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such
L/C Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to
the Administrative Agent, any L/C Issuer or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such L/C Issuer or such
Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any L/C Issuer or any Lender in such currency, the Administrative Agent, such L/C
Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law). 

  

					
		 	103	 	CareFusion Corporation – Revolving Credit Facility









 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first above written. 
  

			
	CAREFUSION CORPORATION
		
	By:	 	 /s/ Brian M. Bonnell

	Name:	 	 Brian M. Bonnell

	Title:	 	 Treasurer




  

					
		  		  	CareFusion Corporation – Revolving Credit Facility









 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent, Lender, L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ Ling Li

	Name:	 	 Ling Li

	Title:	 	 Vice President




  

					
		 		 	CareFusion Corporation – Revolving Credit Facility









 
			
	BANK OF AMERICA, N.A., as a Lender and L/C Issuer
		
	By:	 	 /s/ Zubin R. Schroff

	Name:	 	 Zubin R. Schroff

	Title:	 	 Director

	
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Ronnie Glenn

	Name:	 	 Ronnie Glenn

	Title:	 	 Vice President

	
	MORGAN STANLEY BANK, N.A.
		
	By:	 	 /s/ Kelly Chin

	Name:	 	 Kelly Chin

	Title:	 	 Authorized Signatory

	
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:	 	 /s/ Scott O’Connell

	Name:	 	 Scott O’Connell

	Title:	 	 Director

	
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/ Ming K. Chu

	Name:	 	 Ming K. Chu

	Title:	 	 Vice President

		
	By:	 	 /s/ Virginia Cosenza

	Name:	 	 Virginia Cosenza

	Title:	 	 Vice President




  

					
		  		  	CareFusion Corporation – Revolving Credit Facility









 
			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Eric Seltenrich

	Name:	 	 Eric Seltenrich

	Title:	 	 Senior Vice President

	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Timothy J. Murphy

	Name:	 	 Timothy J. Murphy

	Title:	 	 Vice President

	
	INTESA SANPAOLO S.P.A., NEW YORK BRANCH
		
	By:	 	 /s/ Christina Cigrcoli

	Name:	 	 Christina Cigrcoli

	Title:	 	 Vice Pesident

		
	By:	 	 /s/ Serello Maggion

	Name:	 	 Serello Maggion

	Title:	 	 Vice President

	
	SVENSKA HANDELSBANKEN AB (PUBL)
		
	By:	 	 /s/ Anders Abelson

	Name:	 	 Anders Abelson

	Title:	 	 Senior Vice President

		
	By:	 	 /s/ Nancy D’Albert

	Name:	 	 Nancy D’Albert

	Title:	 	 Vice President

	
	UBS AG, STAMFORD BRANCH
		
	By:	 	 /s/ Lana Gifas

	Name:	 	 Lana Gifas

	Title:	 	 Banking Product Services, US

		
	By:	 	 /s/ Jennifer Anderson

	Name:	 	 Jennifer Anderson

	Title:	 	 Banking Product Services, US




  

					
		  		  	CareFusion Corporation – Revolving Credit Facility









 Schedule 2.01 

Credit Agreement 

Commitments and Applicable Percentages 
  

									
	 Lender
	  	Commitment	 	  	Applicable Percentage	 
	 Bank of America, N.A.
	  	$	120,000,000	  	  	 	16.000	% 
	 JP Morgan Chase Bank, N.A.
	  	$	120,000,000	  	  	 	16.000	% 
	 Barclays Bank PLC
	  	$	75,000,000	  	  	 	10.000	% 
	 Morgan Stanley Bank, N.A.
	  	$	75,000,000	  	  	 	10.000	% 
	 The Bank of Tokyo Mitsubishi UFJ, Ltd.
	  	$	75,000,000	  	  	 	10.000	% 
	 Deutsche Bank AG New York Branch
	  	$	60,000,000	  	  	 	8.000	% 
	 HSBC Bank USA, National Association
	  	$	60,000,000	  	  	 	8.000	% 
	 U.S. Bank National Association
	  	$	60,000,000	  	  	 	8.000	% 
	 Intesa SanPaolo S.p.a., New York Branch
	  	$	35,000,000	  	  	 	4.667	% 
	 Svenska Handelsbanken AB (publ)
	  	$	35,000,000	  	  	 	4.667	% 
	 UBS AG, Stamford Branch
	  	$	35,000,000	  	  	 	4.667	% 
		  	  
	  
	 	  	  
	  
	 
	 Total:
	  	$	750,000,000	  	  	 	100	% 
		  	  
	  
	 	  	  
	  
	 








 Schedule 5.13 

Subsidiaries 
 The following is a list of
all direct and indirect Subsidiaries of the Borrower and the amount of the outstanding Equity Interests in each such Subsidiary owned by the Borrower. 
  

					
	 Company Name as of 12/31/2013
	  	Percentage Owned by Borrower
(Directly or Indirectly)	 
	 CareFusion Australia 316 Pty Limited
	  	 	100.00	% 
	 CareFusion Austria 322 GmbH
	  	 	100.00	% 
	 CareFusion D.R. 203 Ltd.
	  	 	100.00	% 
	 Intermed Equipamento Médico Hospitalar Ltda.
	  	 	100.00	% 
	 STAR - Servicos de Assistencia Tecnica A Equipamento Medico Hospitalar Ltda.
	  	 	100.00	% 
	 Angus Medical Inc.
	  	 	100.00	% 
	 CareFusion Canada 307 ULC
	  	 	100.00	% 
	 CareFusion Canada 301, Inc.
	  	 	100.00	% 
	 CareFusion Canada 302, Inc.
	  	 	100.00	% 
	 CareFusion Canada 242 ULC
	  	 	100.00	% 
	 Cardinal Health Trading (Shanghai) Co. Ltd.
	  	 	100.00	% 
	 CareFusion Asia (HK) Limited
	  	 	100.00	% 
	 CareFusion (Shanghai) Commercial and Trading Co. Limited
	  	 	100.00	% 
	 CareFusion Hong Kong Limited
	  	 	100.00	% 
	 Shenzhen Vital Signs - KTL Medical Instrument Co., Ltd.
	  	 	100.00	% 
	 Vital Signs Hong Kong Limited
	  	 	100.00	% 
	 Zibo Qiaosend Medical Articles Co., Ltd.
	  	 	100.00	% 
	 CareFusion Denmark 329 A/S
	  	 	100.00	% 
	 CareFusion 323 JLT
	  	 	100.00	% 
	 CareFusion Finland 320 Oy
	  	 	100.00	% 
	 CareFusion France 309 S.A.S.
	  	 	100.00	% 
	 Sendal France S.A.R.L.
	  	 	100.00	% 
	 VIASYS Healthcare S.A.R.L.
	  	 	100.00	% 
	 VIASYS Neurocare France SAS
	  	 	100.00	% 
	 Vital Signs France Srl
	  	 	100.00	% 
	 CareFusion Germany 234 GmbH
	  	 	100.00	% 
	 CareFusion Germany 277 GmbH
	  	 	100.00	% 
	 CareFusion Germany 318 GmbH
	  	 	100.00	% 
	 CareFusion Germany 326 GmbH
	  	 	100.00	% 
	 CareFusion Germany 506 GmbH
	  	 	100.00	% 
	 VIASYS Healthcare Island ehf
	  	 	100.00	% 
	 Cardinal Health India Private Limited
	  	 	100.00	% 
	 Care Fusion Development Private Limited
	  	 	100.00	% 
	 VIASYS Healthcare Ireland Limited
	  	 	100.00	% 
	 CareFusion Italy 237 S.p.A
	  	 	100.00	% 
	 CareFusion Italy 311 S.r.l.
	  	 	100.00	% 
	 CareFusion Italy 312 S.p.A.
	  	 	100.00	% 
	 CareFusion Italy 327 S.r.l.
	  	 	100.00	% 
	 Vital Signs Italia S.r.l.
	  	 	100.00	% 









					
	 Company Name as of 12/31/2013
	  	Percentage Owned by Borrower
(Directly or Indirectly)	 
	 Bird Products (Japan) Ltd.
	  	 	100.00	% 
	 CareFusion Japan 233 K.K.
	  	 	100.00	% 
	 CareFusion Japan 324 GK
	  	 	100.00	% 
	 CareFusion Malaysia 325 Sdn Bhd
	  	 	100.00	% 
	 CareFusion Mauritius 502 Ltd.
	  	 	100.00	% 
	 Cardinal Health Mexico 213 S.A. de C.V.
	  	 	100.00	% 
	 Enturia de México S. de R.L. de C.V.
	  	 	100.00	% 
	 Productos Urologos de México SA de C.V.
	  	 	100.00	% 
	 Sistemas Médicos ALARIS, S.A. de C.V.
	  	 	100.00	% 
	 CareFusion Netherlands 238 B.V.
	  	 	100.00	% 
	 CareFusion Netherlands 310 B.V.
	  	 	100.00	% 
	 CareFusion Netherlands 328 B.V.
	  	 	100.00	% 
	 CareFusion Netherlands 503 B.V.
	  	 	100.00	% 
	 CareFusion Netherlands 504 B.V.
	  	 	100.00	% 
	 CareFusion Netherlands Financing 283 C.V.
	  	 	100.00	% 
	 Dutch American Manufacturers (D.A.M.) B.V.
	  	 	100.00	% 
	 CareFusion New Zealand 313 Limited
	  	 	100.00	% 
	 CareFusion Norway 315 A/S
	  	 	100.00	% 
	 Sendal Portugal - Comercio de Productos Hospitalares e Médicos, Uniperssoal, Lda.
	  	 	100.00	% 
	 CareFusion Singapore 243 Pte. Ltd.
	  	 	100.00	% 
	 CareFusion Singapore 423 Pte. Ltd.
	  	 	100.00	% 
	 CareFusion S.A. 319 (Proprietary) Limited
	  	 	100.00	% 
	 CareFusion Iberia 308 S.L.
	  	 	100.00	% 
	 Grupo Sendal S.L.
	  	 	100.00	% 
	 Sendal, S.A.
	  	 	100.00	% 
	 Hispadial, S.A.
	  	 	100.00	% 
	 CareFusion Sweden 289 AB
	  	 	100.00	% 
	 CareFusion Sweden 314 AB
	  	 	100.00	% 
	 Vital Signs Sweden Aktiebolag
	  	 	100.00	% 
	 CareFusion Switzerland 317, Sarl
	  	 	100.00	% 
	 CareFusion U.K. 232 Limited
	  	 	100.00	% 
	 CareFusion U.K. 235 Limited
	  	 	100.00	% 
	 CareFusion U.K. 236 Limited
	  	 	100.00	% 
	 CareFusion U.K. 244 Limited
	  	 	100.00	% 
	 CareFusion U.K. 284 Limited
	  	 	100.00	% 
	 CareFusion U.K. 285 Limited
	  	 	100.00	% 
	 CareFusion U.K. 286 Limited
	  	 	100.00	% 
	 CareFusion U.K. 287 Limited
	  	 	100.00	% 
	 CareFusion U.K. 288 Limited
	  	 	100.00	% 
	 CareFusion U.K. 305 Limited
	  	 	100.00	% 
	 CareFusion U.K. 306 Limited
	  	 	100.00	% 
	 Radiologic Ltd.
	  	 	100.00	% 
	 Sendal U.K.
	  	 	100.00	% 
	 U.K. Medical, Ltd.
	  	 	100.00	% 









					
	 Company Name as of 12/31/2013
	  	Percentage Owned by Borrower
(Directly or Indirectly)	 
	 U.K. Medical Holdings Ltd.
	  	 	100.00	% 
	 Bird Products Corporation
	  	 	100.00	% 
	 Medegen, LLC
	  	 	100.00	% 
	 SensorMedics Corporation
	  	 	100.00	% 
	 Cardal II, LLC
	  	 	100.00	% 
	 CareFusion 202, Inc.
	  	 	100.00	% 
	 CareFusion 203, Inc.
	  	 	100.00	% 
	 CareFusion 206, Inc.
	  	 	100.00	% 
	 CareFusion 207, Inc.
	  	 	100.00	% 
	 CareFusion 211, Inc.
	  	 	100.00	% 
	 CareFusion 213, LLC
	  	 	100.00	% 
	 CareFusion 2200, Inc.
	  	 	100.00	% 
	 CareFusion 2201, Inc.
	  	 	100.00	% 
	 CareFusion 302, LLC
	  	 	100.00	% 
	 CareFusion 303, Inc.
	  	 	100.00	% 
	 CareFusion 304, LLC
	  	 	100.00	% 
	 CareFusion Manufacturing, LLC
	  	 	100.00	% 
	 CareFusion Resources, LLC
	  	 	100.00	% 
	 CareFusion Solutions, LLC
	  	 	100.00	% 
	 EME Medical, Inc.
	  	 	100.00	% 
	 IVAC Overseas Holding L.P.
	  	 	100.00	% 
	 VIASYS Holdings Inc.
	  	 	100.00	% 
	 Vital Signs, Inc.
	  	 	100.00	% 
	 CareFusion 205, Inc.
	  	 	100.00	% 
	 Enturican, Inc.
	  	 	100.00	% 
	 Vital Signs Sales Corporation
	  	 	100.00	% 








 Schedule 7.01 

Existing Liens 
 None. 







 Schedule 7.02 

Existing Subsidiary Debt 
 All Debt and
Capital Lease Obligation balances are as of December 31, 2013. 
  

													
	 	  	Debt	 	  	Capital Lease Obligations	 
	 Debtor
	  	Creditor	  	Amount	 	  	Lessor	  	Amount	 
	Carefusion Germany 326 GmbH	  	IKB Deutsche
Industriebank AG	  	$	10,884,139	  	  		  			
	 Shenzhen Vital Signs-KTL, Medical Instrument Co., Ltd
	  	China
Construction
Bank	  	$	4,002,635	  	  		  			
	 CareFusion 303, Inc.
	  		  				  	Cisco Systems Capital
Corp.	  	$	3,920,247	  
	 CareFusion 2200, Inc.
	  		  				  	Genzyme, Inc.	  	$	86,957	  
		  		  	  
	  
	 	  		  	  
	  
	 
	 Totals
	  		  	$	14,886,774	  	  		  	$	4,007,204	  

 Total Subsidiary Debt + Capital Lease Obligations: $18,893,978 







 Schedule 10.02 

Administrative Agent’s Office; Certain Addresses for Notices 

Notice Address for CareFusion Corporation: 
 3750
Torrey View Court 
 San Diego, CA 92130 
 Attention: Brian
Bonnell, Treasurer 
 Telephone: 858-617-1534 
 Electronic Mail:
brian.bonnell@carefusion.com 
 Website Address: www.carefusion.com 

U.S. Taxpayer Identification Number: 26-4123274 
 With a
copy to: 
 3750 Torrey View Court 
 San Diego, CA 92130 

Attention: Joan Stafslien, General Counsel 

Telephone: 858-617-2107 
 Telecopier: 312-949-9664 

Electronic Mail: joan.stafslien@carefusion.com 
 Website
Address: www.carefusion.com 
 U.S. Taxpayer Identification Number: 26-4123274 

Notice Address for JPMorgan Chase Bank, N.A.: 
 In
the case of Borrowings denominated in Dollars: 
 Attn: April Yebd 

JPMorgan Chase Bank, N.A. 
 10 South Dearborn Street, 7th Floor

 Chicago, Illinois 60603 
 Tel: 312-732-2628 

Main Tel: 888-292-9533 
 Email:
jpm.agency.servicing.4@jpmchase.com 
 In the case of Borrowings denominated in Foreign Currencies: 

J.P. Morgan Europe Limited 
 25 Bank Street, Canary Wharf 

London E14 5JP 
 Attention of The Manager, Loan & Agency
Services 
 (Telecopy No. 44 207 777 2360) 
 Copy to: 

JPMorgan Chase Bank, N.A., 3 Park Plaza, Suite 900, Irvine, California 92614, 

Attention of Ling Li (Telecopy No. (714) 917-4866) 
 Email:
ling.f.li@jpmorgan.com 







 If to Issuing Bank 

JPMorgan Chase Bank, N.A. 
 131 South Dearborn, Floor 05 

Chicago, IL 60603-5506 
 Attention of Global Trade Services 

(Telecopy No. (312) 288-8950); 







 EXHIBIT A TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

FORM OF COMMITTED LOAN NOTICE 

Date:             , 20     

 

	To:	JPMorgan Chase Bank, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of February 13, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among CAREFUSION CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The undersigned hereby requests (select one): 
  

			
	  ̈       A Borrowing of Committed Loans
	  	  ̈       A conversion or continuation of
Loans


  

	 	1.	On
                                        
(a Business Day). 

  

	 	2.	In the amount of $        . 

  

	 	3.	Comprised of
                                        .


 [Type of Committed Loan requested] 
  

	 	4.	For Eurocurrency Rate Loans: with an Interest Period of      months. 


The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the
Agreement. 
  

			
	CAREFUSION CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT B TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

FORM OF SWING LINE LOAN NOTICE 

Date:             , 20     

 

	To:	JPMorgan Chase Bank, N.A., as Swing Line Lender 

 JPMorgan Chase Bank, N.A., as Administrative
Agent 
 Ladies and Gentlemen: 
 Reference is
made to that certain Amended and Restated Credit Agreement, dated as of February 13, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined
therein being used herein as therein defined), among CAREFUSION CORPORATION, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer. 
 The undersigned hereby requests a Swing Line Loan: 

 

	 	1.	On
                                        
(a Business Day). 

  

	 	2.	In the amount of $        . 

 The Swing Line
Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. 
  

			
	CAREFUSION CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 EXHIBIT C TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

FORM OF NOTE 
 Dated
            , 20     
 FOR VALUE RECEIVED,
the undersigned (the “Borrower”) hereby promises to pay to                      or registered assigns (the
“Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement,
dated as of February 13, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the
Borrower, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately
due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and
endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 
 The Borrower, for itself, its successors
and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. 







 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. 
  

			
	CAREFUSION CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Exhibit C-2 








 LOANS AND PAYMENTS with respect thereto 

 

													
	 Date
	  	Type of
Loan Made	  	Amount of
Loan Made	  	End of
Interest
Period	  	Amount of
Principal or
Interest
Paid This
Date	  	Outstanding
Principal
Balance
This Date	  	Notation
Made By
							
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
 Exhibit C-3 








 EXHIBIT D TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:
                     
  

	To:	JPMorgan Chase Bank, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Amended and Restated Credit Agreement, dated as of February 13, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among CAREFUSION CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [Chief Executive Officer/President/Chief
Financial Officer/Treasurer/Assistant Treasurer/Controller] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and hereby certifies in his/her
capacity as such, on behalf of the Borrower and not in his/her individual capacity that: 
 [Use following paragraph 1 for fiscal
year-end financial statements] 
 1. The Borrower has delivered the year-end audited financial statements required
by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 

[Use following paragraph 1 for fiscal quarter-end financial statements] 

1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal
quarter of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, stockholder’s equity and cash flows of the Borrower and its consolidated
Subsidiaries in accordance with GAAP as at such date and for such period, except as otherwise expressly noted therein subject only to normal year-end audit adjustments. 

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements. 







 3. A review of the activities of the Borrower during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and 

[select one:] 
 [to the
best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] 

—or— 
 [to the
best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:] 

4. Set forth on Schedules 1 and 2 attached hereto are calculations demonstrating compliance by the Borrower with
Section 7.09 of the Agreement as of the fiscal [quarter] [year] ending in the Financial Statement Date set forth above. 

[Remainder of page intentionally left blank.] 

  
 Exhibit D-2 








 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
            , 20        . 
  

			
	CAREFUSION CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Exhibit D-3 








 For the Quarter/Year ended
                     (“Statement Date”) 

SCHEDULE 1 
 to the
Compliance Certificate 
 ($ in 000’s) 
  

	I.	Section 7.09 (a) – Consolidated Interest Coverage Ratio. 

  

							
	 A.
	 	 Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):
	  			
			
	 1.
	 	 Consolidated Net Income for Subject Period:
	  	$	 	  
		 		  	  
	  
	 
			
	 2.
	 	 Consolidated Interest Charges:
	  	$	 	  
		 		  	  
	  
	 
			
	 3.
	 	 Provision for income taxes:
	  	$	 	  
		 		  	  
	  
	 
			
	 4.
	 	 Depreciation and Amortization expenses for Subject Period: $
	  			
			
	 5.
	 	 Non-cash stock based compensation expense:
	  	$	 	  
		 		  	  
	  
	 
			
	 6.
	 	 Restructuring and acquisition integration charges and associated
reversals1:
	  	$	 	  
		 		  	  
	  
	 
			
	 7.
	 	 Non-recurring, extraordinary or non-cash losses or expenses reducing Consolidated Net Income2 3:
	  	$	 	  
		 		  	  
	  
	 
			
	 8.
	 	 Income tax credits4 :
	  	$	 	  
		 		  	  
	  
	 
			
	 9.
	 	 Non-recurring, extraordinary or non-cash additions to Consolidated Net Income:
	  	$	 	  
		 		  	  
	  
	 
			
	 10.
	 	 Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 - 8 - 9):
	  	$	 	  
		 		  	  
	  
	 
			
	 B.
	 	 Consolidated Interest Charges for Subject Period:
	  	$	 	  
		 		  	  
	  
	 
			
	 C.
	 	 Consolidated Interest Coverage Ratio (Line I.A.10 ÷ Line I.B):
	  	 	            to 1	  
		
	 Minimum required: 3.50:1.00
	  			

  

	1 	Provided that the aggregate amount of such losses and expenses which represent a cash item shall not exceed $250,000,000 for the period after December 31, 2013. 


	2 	Provided that the aggregate amount of such losses and expenses which represent a cash item shall not exceed $100,000,000 during the Subject Period. 


	3 	Provided further that the aggregate amount of such losses and expenses which represent cash item in Line 1.A.7 and in Line 1.A.8 shall not exceed 20% of Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 - 8 - 9 (before giving effect
to the cash components of Lines 1.A.6 and 1.A.7) in any period. 


	4 	To the extent not included in Line I.A.3. above. 


  
 Exhibit D-4 









	II.	Section 7.09 (b) – Consolidated Leverage Ratio. 

  

							
	 A.
	 	 Consolidated Funded Indebtedness at Statement Date:
	  			
			
	 1.
	 	 Outstanding principal amount of all obligations:
	  	$	 	  
		 		  	  
	  
	 
			
	 2.
	 	 Purchase money Indebtedness:
	  	$	 	  
		 		  	  
	  
	 
			
	 3.
	 	 Direct obligations arising under letters of credit, banker’s acceptances, bank guarantees, surety bond & similar
instruments:
	  	$	 	  
		 		  	  
	  
	 
			
	 4.
	 	 Obligations in respect of the deferred purchase price of property or services:
	  	$	 	  
		 		  	  
	  
	 
			
	 5.
	 	 Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations;
	  	$	 	  
		 		  	  
	  
	 
			
	 6.
	 	 Invested Amounts:
	  	$	 	  
		 		  	  
	  
	 
			
	 7.
	 	 Guarantees of Persons other than the Borrower or any Subsidiary on Indebtedness specified above, without duplication:
	  	$	 	  
		 		  	  
	  
	 
			
	 8.
	 	 Indebtedness of any partnership or joint venture in which the Borrower or a Subsidiary is a general partner or joint
venturer:
	  	$	 	  
		 		  	  
	  
	 
			
	 9.
	 	 Consolidated Funded Indebtedness at Statement Date (Lines II.A.1 + 2 + 3 + 4 + 5 +6 + 7 +8):
	  	$	 	  
		 		  	  
	  
	 
			
	 B.
	 	 Consolidated EBITDA for Subject Period (Line I.A.10 above):
	  	$	 	  
		 		  	  
	  
	 
			
	 C.
	 	 Consolidated Leverage Ratio (Line II.A.9 ÷ Line II.B):
	  	 	           to 1	  
		
	 Maximum permitted:
	  	 	3.50:1.00	  


  
 Exhibit D-5 








 For the Quarter/Year ended
                    (“Statement Date”) 

SCHEDULE 2 
 to the
Compliance Certificate 
 ($ in 000’s) 

Consolidated EBITDA 
 (in
accordance with the definition of Consolidated EBITDA 
 as set forth in the Agreement) 

 

											
	 Consolidated EBITDA
	  	Quarter
Ended	  	Quarter
Ended	  	Quarter
Ended	  	Quarter
Ended	  	 Twelve
Months

Ended

	 Consolidated Net Income
	  		  		  		  		  	
						
	 + Consolidated Interest Charges
	  		  		  		  		  	
						
	 + income taxes
	  		  		  		  		  	
						
	 + depreciation expense
	  		  		  		  		  	
						
	 + amortization expense
	  		  		  		  		  	
						
	 + non-cash stock based compensation expense
	  		  		  		  		  	
						
	 + restructuring and acquisition integration charges and associated reversals
	  		  		  		  		  	[Subject to limitation of cash items as set forth in Line 1.A.6 of Schedule I]
						
	 + non-recurring, extraordinary or non-cash reductions
	  		  		  		  		  	[Subject to limitation of cash items as set forth in Line 1.A.7 of Schedule I]


  
 Exhibit D-6 









											
	 - income tax credits
	  		  		  		  		  	
	 - non-recurring, extraordinary or non-cash additions
	  		  		  		  		  	
	 = Consolidated EBITDA
	  		  		  		  		  	


  
 Exhibit D-7 








 For the Quarter/Year ended
                    (“Statement Date”) 

SCHEDULE 3 
 to the
Compliance Certificate 
 ($ in 000’s) 

Consolidated Interest Charges 

(in accordance with the definition of Consolidated Interest Charges 

as set forth in the Agreement) 
  

											
	 Consolidated Interest Charges
	  	Quarter
Ended	  	Quarter
Ended	  	Quarter
Ended	  	Quarter
Ended	  	Twelve
Months
Ended
	 Interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries
	  		  		  		  		  	
						
	 + Portion of rent expense of the Borrower and its Subsidiaries with respect to such period under capital leases that is treated as
interest
	  		  		  		  		  	
						
	 + Discount or yield in respect of Invested Amounts
	  		  		  		  		  	
						
	 = Consolidated Interest Charges
	  		  		  		  		  	


  
 Exhibit D-8 








 EXHIBIT E TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]5 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an]
“Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]6 hereunder are several and not joint.]7 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is
hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

 For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and
[the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective
facilities identified below (including, without limitation, the Letters of Credit and Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and
any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the][any] Assignor. 
  

									
	1.	 	Assignor[s]:	 	  
	 	
				
		 		 	  
	 	

  

	5 	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose
the second bracketed language. 


	6 	Select as appropriate. 


	7 	Include bracketed language if there are either multiple Assignors or multiple Assignees. 









									
	2.	 	Assignee[s]:	 	  
	 	
				
		 		 	  
	 	
		
		 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
				
	3.	 	Borrower(s):	 	  
	 	
		
	4.	 	Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
		
	5.	 	Credit Agreement: Amended and Restated Credit Agreement, dated as of February 13, 2014 among CareFusion Corporation, the Lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer
		
	6.	 	Assigned Interest[s]:

  

																	
	 Assignor[s]8
	  	Assignee[s]9	  	Aggregate
Amount of
Commitment
for all Lenders10	 	  	Amount of
Commitment
Assigned	 	  	Percentage
Assigned of
Commitment11	 	 	CUSIP
Number
		  		  	$	            	  	  	$	            	  	  	 	    	% 	 	
		  		  	$	 	  	  	$	 	  	  	 	    	% 	 	
		  		  	$	 	  	  	$	 	  	  	 	    	% 	 	

  

	[7.	Trade Date:                     ]12


 Effective Date:
                    , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
  

	8 	List each Assignor, as appropriate. 


	9 	List each Assignee, as appropriate. 


	10 	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.



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


	12 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 


  
 Exhibit E-2 








 The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Title:
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Title:


 [Consented to and]13 Accepted: 

 

			
	 JPMorgan Chase Bank, N.A., as Administrative Agent

		
	By:	 	  

		 	Title:
	
	[Consented to:]14
		
	By:	 	  

		 	Title:

  

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


	14 	To be added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer(s) and Swing Line Lender(s)) is required by the terms of the Credit Agreement. 


  
 Exhibit E-3 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition
of the Borrower, 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 Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document. 
 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets all the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under
Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest,
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][such] Assigned Interest and either it, or the Person exercising discretion in making its
decision to acquire [the][such] Assigned Interest, 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      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 Assignment and
Assumption and to purchase [the][such] Assigned Interest, (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 Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms


  
 Exhibit E-4 








 
all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned
Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from
and after the Effective Date. 
 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with,
the law of the State of New York. 

  
 Exhibit E-5 








 EXHIBIT F TO 

AMENDED AND RESTATED CREDIT AGREEMENT 

FORM OF ADMINISTRATIVE QUESTIONNAIRE 
 



 
 ADMINISTRATIVE QUESTIONNAIRE 

CAREFUSION CORPORATION 
  

									
	Agent Address:	 	 JPMorgan Chase Bank, N.A.
	 		 	Return form to:	 	 Irma Yanez

		 	 JPMorgan Loan Services
	 		 	Telephone:	 	 1-312-385-7088

		 	 10 South Dearborn., 7th Floor
	 		 	Facsimile:	 	 1-312-385-7107

		 	 Chicago, Illinois 60603-2003
	 		 	E-mail:	 	 syndications.closing.unit@jpmchase.com


 It is very important that all of the requested information be completed accurately and that this questionnaire
be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity. 
 Legal
Name of Lender to appear in Documentation: 
  
  

 

			
	Signature Block Information:	  	  


  

					
	 •    Signing Credit Agreement
	  	 ̈    Yes	  	 ̈    No
	 •    Coming in via Assignment
	  	 ̈    Yes	  	 ̈    No

  

			
	Type of Lender:	  	  


 (Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other
Regulated Investment Fund, Special Purpose Vehicle, Other-please specify) 
  

			
	Lender MEI #:	  	  

		
	Lender Parent:	  	  


  

					
	 Domestic Address
	 	 	 	 Eurodollar Address

			
	  
	 		 	  

	  
	 		 	  

	  
	 		 	  


  

			
	LSTA JANUARY 2005	  	Copyright © LSTA 2005. All rights reserved.








 Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc. 

 

							
	 	 	 Primary Credit Contact
	 	 	 	 Secondary Credit Contact

	
	Syndicate-level information (which may contain material non-public information about the Borrower and its related parties or their respective securities) will be made available to the Credit Contact(s). The Credit
Contacts identified must be able to receive such information in accordance with his/her institution’s compliance procedures and applicable laws, including Federal and state securities laws.
				
	Name:	 	  
	 		 	  

	Company:	 	  
	 		 	  

	Title:	 	  
	 		 	  

	Address:	 	  
	 		 	  

		 	  
	 		 	  

	Telephone:	 	  
	 		 	  

	Facsimile:	 	  
	 		 	  

	E-Mail Address:	 	  
	 		 	  

				
	 	 	 Primary Operations Contact
	 	 	 	 Secondary Operations Contact

	Name:	 	  
	 		 	  

	Company:	 	  
	 		 	  

	Title:	 	  
	 		 	  

	Address:	 	  
	 		 	  

		 	  
	 		 	  

	Telephone:	 	  
	 		 	  

	Facsimile:	 	  
	 		 	  

	E-Mail Address:	 	  
	 		 	  

				
	 	 	 Bid Contact
	 	 	 	 L/C Contact

	Name:	 	  
	 		 	  

	Company:	 	  
	 		 	  

	Title:	 	  
	 		 	  

	Address:	 	  
	 		 	  

		 	  
	 		 	  

	Telephone:	 	  
	 		 	  

	Facsimile:	 	  
	 		 	  

	E-Mail Address:	 	  
	 		 	  



  
 Exhibit F-2 









			
	Lender’s Domestic Wire Instructions
		
	Bank Name:	 	  

	ABA/Routing No.:	 	  

	Account Name:	 	  

	Account No.:	 	  

	FFC Account Name:	 	  

	FFC Account No.:	 	  

	Attention:	 	  

	Reference:	 	  

	
	Lender’s Foreign Wire Instructions
		
	Currency:	 	  

	Bank Name:	 	  

	Swift/Routing No.:	 	  

	Account Name:	 	  

	Account No.:	 	  

	FFC Account Name:	 	  

	FFC Account No.:	 	  

	Attention:	 	  

	Reference:	 	  

	
	Agent’s Wire Instructions
		
	Bank Name:	 	 JP Morgan Chase Bank, N.A.

	ABA/Routing No.:	 	 021000021

	Account Name:	 	 LS2 Incoming Account

	Account No.:	 	 9008113381C3884

	Reference:	 	 CareFusion Corporation

	Ongoing Loan Servicing Contact: April Yebd (312) 732-2628


  
 Exhibit F-3 








 Tax Documents 

NON-U.S. LENDER INSTITUTIONS: 
 I.
Corporations: 
 If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the
beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN (Certificate of Foreign Status of Beneficial
Owner), b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency). 

A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is also required on Form W-8BEN for certain institutions
claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An
original tax form must be submitted.  
 II. Flow-Through Entities: 

If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or
Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax
Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. 

Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed
forms. Original tax form(s) must be submitted.  
 U.S. LENDER INSTITUTIONS: 

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer
Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. 
 Pursuant to the
language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned prior to the first payment of income. Failure to provide the proper tax form when requested may subject your
institution to U.S. tax withholding. 

  
 Exhibit F-4