EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 FOURTH
AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this “Amendment”), dated as of December 16, 2016, is among DARLING INGREDIENTS INC., a Delaware corporation (the “Parent Borrower”), the other Loan Parties (as defined in the Credit Agreement
referred to below) party hereto, each of the Lenders which are parties hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). 

RECITALS: 
 Reference is made to
that certain Second Amended and Restated Credit Agreement dated as of January 6, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among the
Parent Borrower, the other Borrowers party thereto, the Lenders party thereto from time to time, the Administrative Agent and the other agents party thereto. 

The Borrowers, the Administrative Agent, each Term A Lender and each Revolving Lender continuing as such after the Amendment and the Required
Lenders party hereto now desire to amend the Credit Agreement and certain other Loan Documents as herein set forth. 
 NOW, THEREFORE, in
consideration of the promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows effective as of the date hereof unless otherwise indicated:

 ARTICLE 1. 

Definitions  
 Section 1.
Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Credit Agreement, as amended hereby. 

ARTICLE 2. 
 Amendments
 
 Section 2. Amendments. (a) The Credit Agreement is hereby amended as set forth hereto on Annex I (with stricken
text indicated textually in the same manner as the following example: stricken text and added text indicated textually in the
same manner as the following example: double-underlined text). 

(b) After giving effect to the Amendment, the Revolving Commitments and Term A Loans are deemed to be held by the Lenders as set forth in
Annex II hereto (and, with respect to the Revolving Commitments and Term A Loans, Schedule 2.01 is deemed replaced thereby). Any modifications to such amounts (and any underlying Revolving Loans) are deemed to have been effected by
assignment automatically pursuant to this Amendment, and not subject to any limitations set forth in Section 10.04 of the Credit Agreement. 

ARTICLE 3. 
 Amendments
to Other Loan Documents  
 Section 3. Amendments to other Loan Documents. 

(a) Section 2.1 of the U.S. Security Agreement is hereby amended as follows: 

(i) the “or” at the end of subclause (j) of the second paragraph beginning “Notwithstanding anything herein to the
contrary” describing excluded Collateral (the “Exclusions Paragraph”) shall be deleted; 







 (ii) subclause (k) of the Exclusions Paragraph shall be relettered as subclause
(l) and the reference to “clauses (a) through (j) above” contained in such clause (1) shall be revised to read “clauses (a) through (k)”; and 

(iii) a new subclause (k) shall be inserted into the Exclusions Paragraph as follows: 

“(k) any accounts receivables and related security being sold or transferred by a Debtor in the ordinary course of
business pursuant to any agreement in respect of any incentive, finance or similar program between such Debtor, as supplier or seller, and any finance or other institution a party thereto, as purchaser;” 

(b) The amendments set forth on Annex III are hereby authorized with respect to the Foreign Security Agreements (it being agreed that
the Required Lenders hereby authorize the Administrative Agent to enter into any amendments to the Foreign Security Documents from and after the Fourth Amendment Date (from time to time) to effect changes thereto consistent in substance with to
those made to the U.S. Security Document in Section 3(a) above). 
 Representations and Warranties 

Section 3.1. Representations and Warranties. The Borrowers represent and warrant that: 

(a) at the time of and immediately after giving effect to this Amendment and any extension of credit to be made on the Fourth
Amendment Date (as defined below), the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects with the same force and effect as if such representations and warranties had been
made on and as of such date except to the extent that such representations and warranties relate specifically to another date; 

(b) at the time of and immediately after giving effect to this Amendment and any extension of credit to be made on the Fourth
Amendment Date, no Default has occurred and is continuing; 
 (c) the execution, delivery and performance of this Amendment
and the transactions contemplated hereby are within each Borrower’s organizational power and have been duly authorized by all necessary corporate or other organizational action. This Amendment has been duly executed and delivered by each
Borrower and constitutes a legal, valid and binding obligation of such Borrower (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition
of judgments, recognition of choice of law, enforcement of judgments or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; 

(d) the execution, delivery and performance of this Amendment: (a) does not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) for immaterial consents, approvals, registrations, filing or other
actions, (b) will not violate (i) any applicable law or regulation or (ii) in any material respect, the charter, by-laws or other 

  
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organizational documents of the Parent Borrower or any of its Restricted Subsidiaries or any order of any Governmental Authority binding on such Person, (c) will not violate or result in a
default under any material indenture, agreement or other instrument binding upon the Parent Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or
any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan
Documents, except to the extent such violation or default referred to in clause (b)(i) or (c) above could not reasonably be expected to result in a Material Adverse Effect. 

ARTICLE 4. 
 Conditions

 Section 4.1. Conditions. This Amendment shall become effective as of the first date (the “Fourth Amendment
Date”) when each of the following conditions shall have been satisfied: 
 (a) the Administrative Agent (or its
counsel) shall have received from each party hereto (including the Required Lenders and each Term A Lender and Revolving Lender continuing as such after the Amendment) either (i) a counterpart of this Amendment signed on behalf of such party or
(ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy, portable document format (.pdf) or email transmission of a signed signature page of this Amendment) that such party has signed a counterpart
of this Amendment; 
 (b) no Default or Event of Default shall have occurred and be continuing or shall result from any
extension of credit requested to be made on the Fourth Amendment Date; 
 (c) the Administrative Agent shall have received a
certificate, dated the Fourth Amendment Date and signed by a Responsible Officer of the Parent Borrower, confirming compliance with the conditions set forth in clause (b) of this Section 4.1 and that each of the
representations and warranties made by any Loan Party contained in Section 3.1 above shall be true and correct on and as of the Fourth Amendment Date after giving effect to the Amendment and to any extension of credit
requested to be made on the Fourth Amendment Date with the same effect as though such representations and warranties had been made on and as of such date; 

(d) the Administrative Agent shall have received, for the benefit of each Term B Lender that is a party hereto on the Fourth
Amendment Date, an amendment fee in an amount equal to 0.05% of the aggregate principal amount of such Lender’s outstanding Term B Loans on the Fourth Amendment Date; 

(e) the Administrative Agent shall have received, for the benefit of each Revolving Lender and Term A Lender that is a party
hereto on the Fourth Amendment Date, the fees separately agreed in writing between the Parent Borrower and the Administrative Agent; 

(f) to the extent invoiced at least one (1) Business Day prior to the Fourth Amendment Date, the Administrative Agent
shall have received all fees and other amounts due and payable to it or its Affiliates on or prior to the Fourth Amendment Date, including, to the extent invoiced, reimbursement or payment of all of such Persons’ reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan
Document; 

  
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 (g) the Administrative Agent shall have received a written opinion or opinions
(addressed to the Administrative Agent and the Lenders and dated the Fourth Amendment Date) of counsel for the Loan Parties covering such matters relating to the Loan Parties and the Loan Documents as of the Fourth Amendment Date as are customary
for financings of this type. The Parent Borrower hereby requests such counsel to deliver such opinions; 
 (h) the
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the
Transactions to be consummated in connection with the execution and delivery hereof and any other legal matters relating to the Loan Parties, the Loan Documents or such Transactions as are customary for financings of this type, all in form and
substance reasonably satisfactory to the Administrative Agent and its counsel; 
 (i) the Administrative Agent shall have
received, at least 3 days prior to the Fourth Amendment Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the
PATRIOT Act, with respect to the Loan Parties as of the Fourth Amendment Date that has been reasonably requested by the Administrative Agent at least 10 days prior to the Fourth Amendment Date; 

(k) all actions necessary to establish that the Administrative Agent will have a perfected first priority security interest in
the Collateral (subject to Liens permitted under the Credit Agreement as amended hereby); provided that the items on Annex IV hereto may instead be provided after the Fourth Amendment Date pursuant to the timing set forth on such
Annex (or such later date as the Administrative Agent shall reasonably agree); and 
 (l) the Administrative Agent shall have
received, for the account of the Revolving Lenders and Term A Lenders immediately prior to the Amendment, all accrued interest and fees on the Revolving Commitments, Revolving Loans and Term A Loans outstanding as of the Fourth Amendment date,
and if applicable, the Revolving Lenders and Term A Lenders shall have received any payments of principal on the Revolving Loans anerm A Loans, respectively, from the other applicable Revolving Lenders and Term A Lenders, respectively, to affect the
provisions of Section 2(b) hereto. 
 ARTICLE 5. 

Miscellaneous 

Section 5.1. Confirmation of Guarantees and Security Interests. By signing this Amendment, each Loan Party hereby confirms that
(a) the obligations of the Loan Parties under the Credit Agreement as modified hereby and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Guaranty
Agreements, the relevant Security Documents delivered prior to the date hereof and the other Loan Documents, and (ii) constitute Obligations for purposes of the Credit Agreement, the Guaranty Agreements and the U.S. Security Agreement and all
other relevant Security Documents delivered prior to the date hereof and (b) notwithstanding the effectiveness of the terms hereof, the Guaranty Agreements, the relevant Security Documents delivered prior to the date hereof and the other Loan
Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person
pursuant to each relevant Loan Document delivered prior to the date hereof to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations, as may be
extended, increased or otherwise modified hereby. Each Loan Party and the 

  
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Administrative Agent acknowledge and agree that this Amendment to the Credit Agreement and any modifications or amendments to the other Loan Documents contemplated hereby shall not constitute a
novation of any rights or obligations of any party under the Credit Agreement and/or the other Loan Documents for the purpose of any applicable law. 

Section 5.2. Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms
and provisions set forth in the Credit Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other relevant Loan Documents delivered prior to the date hereof are
ratified and confirmed and shall continue in full force and effect. The Parent Borrower, each other Loan Party, the Lenders party hereto and the Administrative Agent agree that the Credit Agreement as amended hereby and the other relevant Loan
Documents delivered prior to the date hereof shall continue to be legal, valid, binding and enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment,
recognition of judgments, recognition of choice of law, enforcement of judgments or other laws affecting creditors rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in law or equity. For
all matters arising prior to the effective date of this Amendment, the terms of the Credit Agreement (as unmodified by this Amendment) shall control and are hereby ratified and confirmed. 

Section 5.3. Reference to Credit Agreement. Each of the Loan Documents, including the Credit Agreement and any and all other
agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the
Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby. This Amendment is a “Loan Document” as defined in the Credit Agreement. For purposes of determining withholding Taxes imposed under FATCA, from and after
the Fourth Amendment Date, the Lenders and the Borrowers agree that the Administrative Agent shall treat the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 
 Section 5.4. Severability. Any provision of this Amendment held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

Section 5.5. Applicable Law. This Amendment shall be construed in accordance with and governed by the law of the State of New
York. 
 Section 5.6. Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Lenders, the
Administrative Agent and each Loan Party and their respective successors and assigns, except the Loan Parties may not assign or transfer any of their rights or obligations hereunder except in compliance with the Credit Agreement, as amended hereby.

 Section 5.7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ANY AND ALL PREVIOUS COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR 

  
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DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. This Amendment shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of the Loan Parties and each of the Required Lenders and each Term A Lender and Revolving Lender continuing as such after
giving effect to the Amendment. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or in “pdf’, “.tif” or similar format by electronic mail shall be effective as delivery of a manually executed
counterpart of this Amendment. 
 Section 5.8. Effect of Waiver. No failure or delay by the Administrative Agent, the Issuing
Bank or any Lender in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any other right or power. 
 Section 5.9. Headings.
Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 

[Signature Pages to Follow] 

  
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 Executed as of the date first written above. 

 

			
	BORROWERS:
	
	DARLING INGREDIENTS INC.
		
	By:	 	 /s/ Brad Phillips

	Name:	 	Brad Phillips
	Title:	 	Vice President and Treasurer
	
	DARLING INTERNATIONAL CANADA INC.
		
	By:	 	 /s/ John O. Muse

	Name:	 	John O. Muse
	Title:	 	Executive Vice President and Chief Financial Officer
	
	DARLING INTERNATIONAL NL HOLDINGS B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	DARLING INGREDIENTS INTERNATIONAL HOLDING B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	DARLING INGREDIENTS INTERNATIONAL FINANCIAL SERVICES B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	 Name:
	 	 Martijn van Steenpaal

	 Title:
	 	 Authorized Signatory

	
	DARLING INGREDIENTS GERMANY HOLDING GMBH
		
	By:	 	 /s/ Erwin Werner

	 Name:
	 	 Erwin Werner

	 Title:
	 	 Director




  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	GUARANTORS:
	
	CRAIG PROTEIN DIVISION, INC.
	DARLING AWS LLC
	DARLING GLOBAL HOLDINGS INC.
	DARLING NATIONAL LLC
	DARLING NORTHSTAR LLC
	EV ACQUISITION, INC.
	GRIFFIN INDUSTRIES LLC
	TERRA HOLDING COMPANY
	TERRA RENEWAL SERVICES, INC.
		
	By:	 	 /s/ Brad Phillips

	Name:	 	Brad Phillips
	Title:	 	Vice President and Treasurer
	
	ROUSSELOT DUBUQUE INC.
	ROUSSELOT INC.
		
	By:	 	 /s/ Stephen Smith

	Name:	 	Stephen Smith
	Title:	 	Chief Financial Officer, Treasurer and Director of Finance
	
	SONAC USA LLC
		
	By:	 	 /s/ Stephen Smith

	Name:	 	Stephen Smith
	Title:	 	Vice President – Finance, Treasurer
	
	ROUSSELOT PEABODY INC.
		
	By:	 	 /s/ Stephen Smith

	Name:	 	Stephen Smith
	Title:	 	Chief Financial Officer and Treasurer



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	CTH BELGIË BVBA
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative
	
	DARLING INGREDIENTS BELGIUM HOLDING BVBA
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative
	
	RENDAC TRANSPORT BVBA
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative
	
	ROUSSELOT BVBA
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative
	
	SONAC BELGIË BVBA
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative
	
	VADA BVBA
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	RENDAC UDES SPRL
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative
	
	RENDAC UDES TRANSPORT SPRL
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative
	
	SONAC GENT BVBA
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative
	
	RENDAC BVBA
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative
	
	SONAC TRANSPORT BVBA
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Representative



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	CTH GMBH
		
	By:	 	 /s/ Heinrich Wilkens

	Name:	 	Heinrich Wilkens
	Title:	 	Director
	
	ECOSON GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	KANZLER GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	LARU GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	MD ENTSORGUN GSGESELLSCHAFT. FÜR SCHLACHTNEBENPRODUKTE MBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	NEVADA DARM – UND SCHLACHTNEBENPRODUKTE HANDELS GMBH
		
	By:	 	 /s/ Heinrich Wilkens

	Name:	 	Heinrich Wilkens
	Title:	 	Director
	
	RENDAC ICKER GMBH & CO. KG represented by its general partner SNP Handels- und Beteiligungsgesellschaft mbH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	RENDAC JAGEL GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	RENDAC LINGEN GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	RENDAC ROTENBURG GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	ROUSSELOT GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SANREC GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SNP HANDELS – UND BETEILIGUNGSGESELLSCHAFT MBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SNP VERWALTUNGS GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SOBEL GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SONAC BAD BRAMSTEDT GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	SONAC BRAMSTEDT NORD GMBH
		
	By:	 	 /s/ Stefan Niehaus

	Name:	 	Stefan Niehaus
	Title:	 	Director
	
	SONAC BRÜNEN GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SONAC ELSHOLZ GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SONAC EROLZHEIM GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SONAC GELSENKIRCHEN GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SONAC KIEL GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	SONAC LINGEN GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SONAC MERING GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director
	
	SONAC VERSMOLD GMBH
		
	By:	 	 /s/ Erwin Werner

	Name:	 	Erwin Werner
	Title:	 	Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	B.V. CTH GROEP
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	BEST COMMODITY TRADE B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	CTH B.V. (formerly known as Combinatie Teijsen v.d. Hengel (C.T.H.) B.V.)
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	DARLING 5Q B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	DARLING GLOBAL FINANCE B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	DARLING INGREDIENTS NEDERLAND B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	DARLING INGREDIENTS NEDERLAND HOLDING B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	DARLING INTERNATIONAL NETHERLANDS B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	DARLING INTERNATIONAL NL C.V.
		
	By:	 	 /s/ John F. Sterling

	Name:	 	John F. Sterling
	Title:	 	Authorized Signatory
	
	ECOSON B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	ERS HOLDING B.V. (formerly known as Ecoson II B.V.)
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	HARIMEX B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	HEPAC B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	HR-SERVICE NEDERLAND B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	IT SERVICES B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	LIGITAL B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	NEDERLANDSE DARMENHANDEL NEVADA B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	RENDAC B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	SONAC FUNCTIONAL PRODUCTS B.V. (formerly known as Rendac Son II B.V.)
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	RENDAC SON B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	ROUSSELOT B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	SONAC HARLINGEN B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	SONAC B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	SONAC BURGUM B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	SONAC LOENEN B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	SONAC SON B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	SONAC EINDHOVEN B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory
	
	SONAC VUREN B.V.
		
	By:	 	 /s/ Martijn van Steenpaal

	Name:	 	Martijn van Steenpaal
	Title:	 	Authorized Signatory



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	CTH DO BRASIL INDÚSTRIA E COMÉRCIO DE SUBPRODUTO ANIMAL LTDA
		
	By:	 	 /s/ Dimas Ribeiro Martins Júnior

	Name:	 	Dimas Ribeiro Martins Júnior
	Title:	 	General Officer
	
	SONAC BRAZIL PROCESSAMENTO DE PRODUTOS DE SANGUE E DE SUBPRODUTOS DO ABATE LTDA
		
	By:	 	 /s/ Dimas Ribeiro Martins Júnior

	Name:	 	Dimas Ribeiro Martins Júnior
	Title:	 	General Manager
	
	 ROUSSELOT GELATINAS
 DO
BRASIL LTDA

		
	By:	 	 /s/ Dimas Ribeiro Martins Júnior

	Name:	 	Dimas Ribeiro Martins Júnior
	Title:	 	General Officer



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
		
	By:	 	 /s/ Gregory T. Martin

	Name:	 	Gregory T. Martin
	Title:	 	Executive Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
		
	By:	 	 /s/ Michael N. Tam

	Name:	 	Michael N. Tam
	Title:	 	Senior Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	BANK OF MONTREAL
		
	By:	 	 /s/ Marc Maslanka

	Name:	 	Marc Maslanka
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	BANK OF MONTREAL
		
	By:	 	 /s/ Sean P. Gallaway

	Name:	 	Sean P. Gallaway
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	COMPASS BANK
		
	By:	 	 /s/ Mark Haddad

	Name:	 	Mark Haddad
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Allison W. Connally

	Name:	 	Allison W. Connally
	Title:	 	Senior Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	BANK OF AMERICA, N.A., CANADA BRANCH
		
	By:	 	 /s/ Medina Sales de Andrade

	Name:	 	Medina Sales de Andrade
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	TD BANK, N.A.
		
	By:	 	 /s/ Alan Garson

	Name:	 	Alan Garson
	Title:	 	Senior Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	CITIBANK, N.A.
		
	By:	 	 /s/ Harold Beattie

	Name:	 	Harold Beattie
	Title:	 	Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH
		
	By:	 	 /s/ Lina A. Garcia

	Name:	 	Lina A. Garcia
	Title:	 	Executive Director
		
	By:	 	 /s/ Pamela Beal

	Name:	 	Pamela Beal
	Title:	 	Executive Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	BANK OF THE WEST
		
	By:	 	 /s/ Temple H. Abney

	Name:	 	Temple H. Abney
	Title:	 	Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	COMERICA BANK
		
	By:	 	 /s/ Jason D. Baker

	Name:	 	Jason D. Baker
	Title:	 	Senior Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Brian Mack

	Name:	 	Brian Mack
	Title:	 	Assistant Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	PNC BANK CANADA BRANCH
		
	By:	 	 /s/ Caroline Stade

	Name:	 	Caroline Stade
	Title:	 	Senior Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	 /s/ David W. Kee

	Name:	 	David W. Kee
	Title:	 	Managing Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	FIFTH THIRD BANK
		
	By:	 	 /s/ Francisco Gonzalez

	Name:	 	Francisco Gonzalez
	Title:	 	Assistant Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	FIFTH THIRD BANK, Operating Through Its Canadian Branch
		
	By:	 	 /s/ Mauro Spagnolo

	Name:	 	Mauro Spagnolo
	Title:	 	Managing Director & Principal Officer



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Wadie Habiby

	Name:	 	Wadie Habiby
	Title:	 	Senior Vice President Corporate Banking



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	COBANK, ACB
		
	By:	 	 /s/ Zachary Carpenter

	Name:	 	Zachary Carpenter
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	REGIONS BANK
		
	By:	 	 /s/ Christine Ferrise

	Name:	 	Christine Ferrise
	Title:	 	Managing Director



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	BRANCH BANKING AND TRUST COMPANY
		
	By:	 	 /s/ Bradford F. Scott

	Name:	 	Bradford F. Scott
	Title:	 	Senior Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	GOLDMAN SACHS LENDING PARTNERS LLC
		
	By:	 	 /s/ Ryan Durkin

	Name:	 	Ryan Durkin
	Title:	 	Authorized Signatory



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 
			
	COMMERCE BANK
		
	By:	 	 /s/ Blair McCoy

	Name:	 	Blair McCoy
	Title:	 	Vice President



  
 [Signature Page to Fourth
Amendment of Darling Credit Agreement] 








 Annex I – Redline Credit Agreement 

See attached. 







 Conformed copy for reference
purposes only incorporating: 
 First
Amendment, dated May 13, 2015 

Second Amendment, dated September 23,
2015 
 Third Amendment, dated October 14, 2015 

Execution
Version 

ANNEX I 

MARKED VERSION REFLECTING
CHANGES 

PURSUANT TO THE FOURTH
AMENDMENT TO THE 

SECOND AMENDED AND RESTATED
CREDIT AGREEMENT 

ADDED TEXT SHOWN
UNDERSCORED 

DELETED TEXT SHOWN
STRIKETHROUGH 
 SECOND AMENDED AND RESTATED CREDIT
AGREEMENT1 

dated as of January 6, 2014 

among 
  
 



 
 The Other Borrowers Party Hereto From Time to Time 

The Lenders Party Hereto 
 and

 JPMORGAN CHASE BANK, N.A., 

as Administrative Agent, 
 GOLDMAN
SACHS BANK USA, 
 BANK OF MONTREAL, 

acting under its trade name BMO CAPITAL MARKETS, 

BBVA COMPASS BANK, 
 COOPERATIEVE
CENTRAL RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK 
 NEDERLAND” NEW YORK BRANCH and 

CITIBANK, N.A., 
 as Syndication
Agents, 
 COBANK, ACB, 

COMERICA BANK, 
 BANK OF AMERICA,
N.A., 

 

	1 	In respect of the Fourth Amendment to the Second Amended and Restated Credit Agreement, the Syndication Agents are BANK OF MONTREAL, BBVA
COMPASS BANK, BANK OF AMERICA, N.A., TD BANK, N.A., CITIBANK, N.A., COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, BANK OF THE WEST, COMERICA BANK, PNC BANK, NATIONAL ASSOCIATION and SUMITOMO MITSUI BANKING CORPORATION, the Documentation Agents
are FIFTH THIRD BANK, HSBC BANK USA, N.A. and COBANK, ACB and the Joint Bookrunners and Co-Lead Arrangers are JPMORGAN CHASE BANK, N.A. and BANK OF MONTREAL, acting under its trade name BMO CAPITAL MARKETS. 








 THE ROYAL BANK OF SCOTLAND PLC, 

HSBC BANK USA, N.A., 
 TD BANK,
N.A., 
 FIFTH THIRD BANK and 

REGIONS BANK, 
 as Documentation
Agents, 
  
  

J.P. MORGAN SECURITIES LLC 
 and

 BANK OF MONTREAL, 
 acting
under its trade name BMO CAPITAL MARKETS, 
 as Joint Bookrunners and Co-Lead Arrangers in respect of
the Term A Facility and Revolving Facility, 
 J.P. MORGAN SECURITIES LLC, 

GOLDMAN SACHS BANK USA and 
 BANK OF
MONTREAL, 
 acting under its trade name BMO CAPITAL MARKETS, 

as Joint Bookrunners and Co-Lead Arrangers in respect of the Term B Facility 







 Table of Contents 

 

							
	 	    	 	  	Page	 
		
	
ARTICLEARTICLE
 I DEFINITIONS
	  	 	1	  
			
	 Section 1.01
	    	 Defined Terms
	  	 	1	  
	 Section 1.02
	    	 Classification of Loans and Borrowings
	  	 	4352	  
	 Section 1.03
	    	 Terms Generally
	  	 	4452	  
	 Section 1.04
	    	 Accounting Terms; GAAP
	  	 	4453	  
	 Section 1.05
	    	 Business Days; Payments
	  	 	4554	  
	 Section 1.06
	    	 Exchange Rates; Currency Equivalents
	  	 	4554	  
	 Section 1.07
	    	 Cashless Rollovers
	  	 	4756	  
	 Section 1.08
	    	 Dutch Terms
	  	 	4756	  
	 Section 1.09
	    	 Agreed Security Principles
	  	 	4857	  
	
Section 1.10
	    	 Certain
Calculations and Tests
	  	 	57	  
		
	
ARTICLEARTICLE
 II THE CREDITS
	  	 	4859	  
			
	 Section 2.01
	    	 Commitments
	  	 	4859	  
	 Section 2.02
	    	 Loans and Borrowings
	  	 	4960	  
	 Section 2.03
	    	 Requests for Borrowings
	  	 	5061	  
	 Section 2.04
	    	 Swingline Loans
	  	 	5062	  
	 Section 2.05
	    	 Letters of Credit
	  	 	5264	  
	 Section 2.06
	    	 Funding of Borrowings
	  	 	5769	  
	 Section 2.07
	    	 Interest Elections
	  	 	5869	  
	 Section 2.08
	    	 Termination and Reduction of Commitments
	  	 	5971	  
	 Section 2.09
	    	 Repayment of Loans; Evidence of Debt
	  	 	6071	  
	 Section 2.10
	    	 Amortization of Term Loans
	  	 	6172	  
	 Section 2.11
	    	 Prepayment of Loans
	  	 	6273	  
	 Section 2.12
	    	 Fees
	  	 	6577	  
	 Section 2.13
	    	 Interest
	  	 	6679	  
	 Section 2.14
	    	 Alternate Rate of Interest
	  	 	6780	  
	 Section 2.15
	    	 Increased Costs
	  	 	6880	  
	 Section 2.16
	    	 Break Funding Payments
	  	 	6982	  
	 Section 2.17
	    	 Taxes
	  	 	7082	  
	 Section 2.18
	    	 Payments Generally; Pro Rata Treatment; Sharing of
Set-Offs; Proceeds of Collateral
	  	 	7386	  
	 Section 2.19
	    	 Mitigation Obligations; Replacement of Lenders
	  	 	7688	  
	 Section 2.20
	    	 Incremental Facilities
	  	 	7789	  
	 Section 2.21
	    	 Defaulting Lenders
	  	 	7993	  
	 Section 2.22
	    	 Specified Refinancing Debt
	  	 	8195	  
	 Section 2.23
	    	 Ancillary Facilities
	  	 	8398	  
		
	
ARTICLEARTICLE
 III REPRESENTATIONS AND WARRANTIES
	  	 	87101	  
			
	 Section 3.01
	    	 Organization; Powers
	  	 	87101	  
	 Section 3.02
	    	 Authorization; Enforceability
	  	 	87101	  
	 Section 3.03
	    	 Governmental Approvals; No Conflicts
	  	 	87101	  
	 Section 3.04
	    	 Financial Condition; No Material Adverse Change
	  	 	88102	  
	 Section 3.05
	    	 Properties
	  	 	88102	  
	 Section 3.06
	    	 Litigation and Environmental Matters
	  	 	88103	  
	 Section 3.07
	    	 Compliance with Laws
	  	 	89103	  









							
			
	 Section 3.08
	    	 Investment Company Act Status
	  	 	89103	  
	 Section 3.09
	    	 Taxes
	  	 	89103	  
	 Section 3.10
	    	 ERISA; Canadian Benefit Plans
	  	 	89103	  
	 Section 3.11
	    	 Disclosure
	  	 	90104	  
	 Section 3.12
	    	 Subsidiaries
	  	 	90104	  
	 Section 3.13
	    	 Labor Matters
	  	 	90105	  
	 Section 3.14
	    	 Solvency
	  	 	91105	  
	 Section 3.15
	    	 Margin Securities
	  	 	91105	  
	 Section 3.16
	    	 Security Documents
	  	 	91105	  
	 Section 3.17
	    	 Use of Proceeds
	  	 	91106	  
	 Section 3.18
	    	 Patriot Act; OFAC; FCPA.
	  	 	92106	  
		
	
ARTICLEARTICLE
 IV CONDITIONS
	  	 	92107	  
			
	 Section 4.01
	    	 Effective Date
	  	 	92107	  
	 Section 4.02
	    	
[RESERVEDReserved
]
	  	 	94108	  
	 Section 4.03
	    	 Vion Acquisition Closing
Date[Reserved]
	  	 	94108	  
	 Section 4.04
	    	 Each Credit Event
	  	 	95109	  
	 Section 4.05
	    	 Action by the Lenders during the Certain Funds
Period
	  	 	96110	  
		
	
ARTICLEARTICLE
 V AFFIRMATIVE COVENANTS
	  	 	96111	  
			
	 Section 5.01
	    	 Financial Statements and Other Information
	  	 	96111	  
	 Section 5.02
	    	 Notices of Material Events
	  	 	98113	  
	 Section 5.03
	    	 Existence; Conduct of Business
	  	 	99114	  
	 Section 5.04
	    	 Payment of Taxes
	  	 	99114	  
	 Section 5.05
	    	 Maintenance of Properties
	  	 	99114	  
	 Section 5.06
	    	 Insurance
	  	 	99114	  
	 Section 5.07
	    	 Books and Records; Inspection and Audit
Rights
	  	 	100114	  
	 Section 5.08
	    	 Compliance with Laws
	  	 	100115	  
	 Section 5.09
	    	 Environmental
Laws[Reserved]
	  	 	100115	  
	 Section 5.10
	    	 Collateral Matters; Guaranty Agreement
	  	 	100115	  
	 Section 5.11
	    	 Maintenance of Ratings
	  	 	103118	  
	 Section 5.12
	    	 Canadian Benefit Plans
	  	 	103118	  
		
	
ARTICLEARTICLE
 VI NEGATIVE COVENANTS
	  	 	103118	  
			
	 Section 6.01
	    	 Indebtedness
	  	 	103118	  
	 Section 6.02
	    	 Liens
	  	 	107123	  
	 Section 6.03
	    	 Fundamental Changes
	  	 	112128	  
	 Section 6.04
	    	 Investments, Loans, Advances, Guarantees and Acquisitions
	  	 	113129	  
	 Section 6.05
	    	 Asset Sales
	  	 	119135	  
	 Section 6.06
	    	 Sale and Leaseback Transactions[Reserved]
	  	 	121138	  
	 Section 6.07
	    	 Swap Agreements
	  	 	121138	  
	 Section 6.08
	    	 Restricted Payments; Certain Payments of Indebtedness
	  	 	121138	  
	 Section 6.09
	    	 Transactions with Affiliates
	  	 	124142	  
	 Section 6.10
	    	 Restrictive Agreements
	  	 	125143	  
	 Section 6.11
	    	 Amendment of Material Debt Documents
	  	 	126144	  
	 Section 6.12
	    	 Change in Fiscal Year
	  	 	127144	  
		
	
ARTICLEARTICLE
 VII FINANCIAL COVENANTS
	  	 	127144	  
			
	 Section 7.01
	    	 Interest Coverage Ratio
	  	 	127144	  


  
 TABLE OF CONTENTS, Page ii of ivvii

  









							
	 Section 7.02
	    	 Total Leverage Ratio
	  	 	127145	  
	 Section 7.03
	    	 Secured Leverage
Ratio[Reserved]
	  	 	127145	  
		
	
ARTICLEARTICLE
 VIII EVENTS OF DEFAULT
	  	 	128145	  
			
	 Section 8.01
	    	 Events of Default; Remedies
	  	 	128145	  
	 Section 8.02
	    	 Performance by the Administrative Agent
	  	 	131148	  
	 Section 8.03
	    	 Adjustment for Ancillary Facilities
	  	 	131149	  
		
	
ARTICLEARTICLE
 IX THE ADMINISTRATIVE AGENT
	  	 	132149	  
			
	 Section 9.01
	    	 Appointment
	  	 	132149	  
	 Section 9.02
	    	 Rights as a Lender
	  	 	132149	  
	 Section 9.03
	    	 Limitation of Duties and Immunities
	  	 	132150	  
	 Section 9.04
	    	 Reliance on Third Parties
	  	 	133150	  
	 Section 9.05
	    	 Sub-Agents
	  	 	133150	  
	 Section 9.06
	    	 Successor Agent
	  	 	133151	  
	 Section 9.07
	    	 Independent Credit Decisions
	  	 
	133151
	  
	 Section 9.08
	    	 Other Agents
	  	 	134151	  
	 Section 9.09
	    	 Powers and Immunities of Issuing Bank
	  	 	134152	  
	 Section 9.10
	    	 Permitted Release of Collateral and Subsidiary Loan Parties
	  	 	134152	  
	 Section 9.11
	    	 Perfection by Possession and Control
	  	 	136154	  
	 Section 9.12
	    	 Lender Affiliates Rights
	  	 	136154	  
	 Section 9.13
	    	 Actions in Concert
	  	 	136154	  
	 Section 9.14
	    	 Certain Canadian Matters
	  	 	137154	  
		
	
ARTICLEARTICLE
 X MISCELLANEOUS
	  	 	137155	  
			
	 Section 10.01
	    	 Notices
	  	 	137155	  
	 Section 10.02
	    	 Waivers; Amendments
	  	 	138156	  
	 Section 10.03
	    	 Expenses; Indemnity; Damage Waiver
	  	 	140158	  
	 Section 10.04
	    	 Successors and Assigns
	  	 	142160	  
	 Section 10.05
	    	 Survival
	  	 	146166	  
	 Section 10.06
	    	 Counterparts; Integration; Effectiveness
	  	 	146167	  
	 Section 10.07
	    	 Severability
	  	 	146167	  
	 Section 10.08
	    	 Right of Setoff
	  	 	147167	  
	 Section 10.09
	    	 Governing Law; Jurisdiction; Consent to Service of Process
	  	 	147167	  
	 Section 10.10
	    	 WAIVER OF JURY TRIAL
	  	 	148169	  
	 Section 10.11
	    	 Headings
	  	 	148169	  
	 Section 10.12
	    	 Confidentiality
	  	 	148169	  
	 Section 10.13
	    	 Maximum Interest Rate
	  	 	149170	  
	 Section 10.14
	    	 Limitation of Liability
	  	 
	151171
	  
	 Section 10.15
	    	 No Duty
	  	 
	151172
	  
	 Section 10.16
	    	 No Fiduciary Relationship
	  	 
	151172
	  
	 Section 10.17
	    	 Construction
	  	 
	152172
	  
	 Section 10.18
	    	 USA Patriot Act and Canadian Anti-Money Laundering Legislation
	  	 
	152172
	  
	 Section 10.19
	    	 Parallel Debt (Covenant to pay the Administrative Agent)
	  	 
	152173
	  
	 Section 10.20
	    	 Additional Borrowers
	  	 
	153174
	  
	
Section 10.21
	    	 Acknowledgement
and Consent to Bail-In of EEA Financial Institutions
	  	 	174	  


  
 TABLE OF CONTENTS, Page iii of ivvii

  









							
	
ARTICLEARTICLE
 XI COLLECTION ALLOCATION MECHANISM
	  	 	153175	  
			
	 Section 11.01
	    	 Implementation of CAM
	  	 	153175	  
	 Section 11.02
	    	 Letters of Credit
	  	 	154175	  


  
 TABLE OF CONTENTS, Page iv of ivvii

  








 LIST OF EXHIBITS AND SCHEDULES 

 

					
	EXHIBITS:
			
	Exhibit A	  	–	    	Form of Assignment and Assumption
			
	Exhibit B	  	–	    	Form of Guaranty Agreement
			
	Exhibit C	  	–	    	Form of Security Agreement
			
	Exhibit D1	  	–	    	Form of Compliance Certificate
			
	Exhibit E	  	–	    	Form of Incremental Facility Activation Notice
			
	Exhibit F	  	–	    	Form of Solvency Certificate
			
	Exhibit G	  	–	    	Form of Tax Exemption Certificate
	
	SCHEDULES:
			
	Schedule 1.01	  	–	    	Existing Letters of Credit
			
	Schedule 1.09	  	–	    	Agreed Security Principles
			
	Schedule 2.01	  	–	    	Commitments
			
	Schedule 3.12	  	–	    	Subsidiaries
			
	Schedule 3.13	  	–	    	Labor Matters
			
	Schedule 5.10	  	–	    	Post-Closing Items
			
	Schedule 6.01	  	–	    	Existing Indebtedness
			
	Schedule 6.02	  	–	    	Existing Liens
			
	Schedule 6.04	  	–	    	Investments
			
	Schedule 6.09	  	–	    	Certain Affiliate Transactions

  

	1 	Pursuant to the Second Amendment, clause A(1)(m) of Schedule I to Exhibit D of the Credit Agreement is amended and restated in its entirety as follows: “Line 1 plus or minus, as
applicable, Lines (a) through (l).”


  
 TABLE OF CONTENTS, Page v of vii 
  








 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 6, 2014 (this
“Agreement”) among DARLING
INTERNATIONALINGREDIENTS INC., a Delaware corporation, the Canadian Borrower, the Dutch Parent Borrower, the German
Subsidiary Borrower, the Dutch Subsidiary Borrowers, the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders, GOLDMAN SACHS BANK and BANK OF MONTREAL, acting under its trade name
BMO CAPITAL MARKETS, as Syndication Agents (in such capacity, the “Syndication Agents”) and COBANK, ACB, COMERICA BANK, BANK OF AMERICA, N.A., THE ROYAL BANK OF SCOTLAND PLC, HSBC BANK USA, N.A., TD BANK, N.A., FIFTH THIRD BANK and
REGIONS BANK, as Documentation Agents (in such capacity, the “Documentation Agents”). 
 WHEREAS the Parent Borrower is a
party to that certain Amended and Restated Credit Agreement dated as of September 27, 2013 among the Parent Borrower, the lenders from time to time party thereto, the Administrative Agent and the other parties thereto (as amended, restated,
amended and restated, supplemented or otherwise modified immediately prior to the effectiveness hereof, the “Existing Credit Agreement”); 

WHEREAS the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety as set forth herein; 

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as
follows: 
 ARTICLE I 

Definitions 

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Additional Borrowers” has the
meaning set forth in Section 10.20 hereto. 

“Additional
Lender” has the meaning set forth in Section 2.20(b). 
 “Adjusted
EBITDA” means, for any period (the “Subject Period”), the total of the following calculated without duplication for such period: (a) the EBITDA of the Parent Borrower and its Restricted Subsidiaries; plus
(b) cash distributions actually received from joint ventures (including the Renewable Diesel Joint Venture); plus (c) on a pro forma
basis calculated in the manner described in Section 1.10, the pro forma
EBITDA and cash distributions of the type set forth in the preceding clause (b) of Rothsay, Vion and each
other Prior Target (or, as applicable, the EBITDA and such cash distributions of any such Prior
Target attributable to the assets acquired from such Prior Target), for any portion of such Subject Period occurring prior to the date of the acquisition of Rothsay, Vion or
such other Prior Target (or the related assets, as the case
may be); plus (d) costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings, operating expense reductions, product margin synergies and product cost and other synergies
and similar initiatives, integration, transition, reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, facilities opening and pre-opening (including unused
warehouse space costs), business optimization and 







 
other restructuring costs (including those
related to tax restructurings), charges, accruals, reserves, expenses (including those related to tax
restructurings, inventory optimization programs, software development
costs, systems implementation and upgrade expenses and costs related
to, the closure or consolidation of facilities (including
severance, rent termination costs, moving costs and legal costs related thereto) and curtailments
and, costs related to entry into new markets (including unused
warehouse space costs), consulting fees, signing costs, retention or
completion bonuses, relocation expenses, severance payments, modifications to pension and post-retirement employee benefit plans, new systems design and implementation costs and project startup costs)); plus (e) expected cost savings, operating expense reductions, other operating improvements, product margin synergies and
product cost and other synergies (net of the amount of actual amounts realized) reasonably identifiable and factually supportable (in the good faith determination of such Person) related to (A) the Original Transactions and (B) after the Effective Date, permitted asset sales, acquisitions, Investments, Dispositions, operating improvements, restructurings,
cost saving initiatives and certain other similar initiatives and specified transactions (whether occurring before or after the
Fourth Amendment Date); provided that, (x) with respect to clause
(e)(B), such cost savings, operating expense reductions, other
operating improvements, product margin synergies and product cost and other synergies are reasonably expected to be realized within 18 months of the event giving rise thereto;
provided that and (y) the aggregate amount of any increases to Adjusted EBITDA for any Subject Period pursuant to clauses (d) and (e) shall not exceed (x1)
the amount of any such cost savings, operating expense reductions, other operating improvements, product margin synergies and product cost and other synergies of the type that would be permitted to be included in pro forma financial statements
prepared in accordance with Article 11 of Regulation S-X of the Securities Act of 1933 plus (y2)
510% of Adjusted EBITDA for such applicable Subject Period; minus (f) the EBITDA of each Prior Company and, as applicable but without duplication, the EBITDA of the Parent Borrower and each Restricted
Subsidiary attributable to all Prior Assets, in each case for any portion of such Subject Period occurring prior to the date of the disposal of such Prior Companies or Prior
Assets. Notwithstanding the foregoing, the Adjusted EBITDA for the fiscal quarters ending December 31, 2012, March 31, 2013, June 30, 2013 and September 30,
2013 shall be $71,900,000, $80,443,000, $73,709,000 and $73,108,000, respectively ( for the avoidance of
doubt, subject to adjustment as set forth above in clauses (c) and (d)
above).calculated in the manner described in Section 1.10.

 “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or with
respect to the determination of the Alternate Base Rate, an interest rate per annum (rounded upwards, if necessary, to the next 1/16100th of 1%) equal to (a) the LIBO Rate for such Interest Period or, with respect
to the determination of the Alternative Base Rate, for a one month interest period multiplied by (b) the Statutory Reserve Rate. 

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder,
or, in the case of Loans or Letters of Credit denominated in Canadian Dollars or Euro, JPMorgan Chase Bank, N.A., Toronto Branch or any Affiliate of JPMorgan Chase Bank, N.A. thereof designated by it, in its capacity as administrative agent for the
Lenders hereunder. 
 “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the
Administrative Agent. 
 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Affiliated Lender” has the meaning set forth in Section 10.04(e). 

“Agreed Security Principles” means those principles set forth on Schedule 1.09. 

  
 CREDIT AGREEMENT, Page 2 








 “Agreement” has the meaning set forth in the preamble hereto. 

“Agreement
Currency” has the meaning set forth in Section 1.06(h). 

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the Federal Funds
EffectiveNYFRB Rate in effect on such day plus  1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month interest period on such day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1%; provided that solely with respect to Term B Loans the Alternate Base Rate shall not be less than 1.75%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds EffectiveNYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds
EffectiveNYFRB Rate or the Adjusted LIBO Rate, respectively.

 “Alternative Currencies” means Canadian Dollars,
Euro, Sterling and any other currency reasonably acceptable to the Administrative
Agent and each applicable Revolving Lender that is freely convertible into Dollars and readily available in the London interbank market. 

“Ancillary Commitment” means, with respect to any Ancillary Lender and Ancillary Facility, the maximum amount that such
Ancillary Lender has agreed to make available from time to time prior to the Revolving Maturity Date under such Ancillary Facility pursuant to Section 2.23 by such Ancillary Lender. With respect to any Ancillary Commitment
not denominated in dollars, the amount of such Ancillary Commitment, for purposes of calculations in respect of usage, fees and similar items under this Agreement, shall be the Dollar Equivalent thereof and the Administrative Agent may, on any
Revaluation Date, re-determine the amount of the Ancillary Commitment and provide notice thereof as set forth in Section 1.06(e). 

“Ancillary Facility” means (a) any overdraft, automated payment, check drawing and/or other current account facility,
(b) any short term loan facility, (c) any foreign exchange facility, (d) any letter of credit, suretyship, guarantee and/or bonding facility or any other instrument to provide a contingent liability and/or (e) any other facility
or financial accommodation (other than a Swap Agreement (except as set forth in clause (c) above)) that may be required in connection with the business of the Parent Borrower and/or any of its Subsidiaries, in each case made available in
accordance with Section 2.23. 
 “Ancillary Facility Adjustment Date” has the meaning set forth
in Section 8.03 hereto. 

“Ancillary Facility Document” means, with respect to any Ancillary Facility, each document or instrument between any Borrower
and the applicable Ancillary Lender thereunder governing such Ancillary Facility. 
 “Ancillary Facility Exposure” shall
mean, at any time, with respect to any Ancillary Lender and any Ancillary Facility then in effect, the Dollar Equivalent of the sum of the following amounts outstanding under such Ancillary Facility: 

(a) the principal amount under each overdraft facility and on-demand short term loan
facility (net of any credit balance on any account of any Borrower under any Ancillary Facility with the relevant Ancillary Lender to the extent that such credit balance is freely available to be set-off by
such Ancillary Lender against liabilities owing by such Borrower under such Ancillary Facility); 
 (b) the face amount of
each guarantee, bond, letter of credit or similar instrument under such Ancillary Facility; and 
 (c) the amount fairly
representing the aggregate exposure (excluding interest and similar charges) of such Ancillary Lender under each other type of accommodation provided under such Ancillary Facility, 

  
 CREDIT AGREEMENT, Page 3 








 in each case as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking
practice and in accordance with the relevant Ancillary Facility Document. 
 “Ancillary Lender” shall mean, with respect to
any Ancillary Facility, the Revolving Lender (or an Affiliate of such Revolving Lender) that has made such Ancillary Facility available under Section 2.23. 

“Applicable Fiscal Year has the meaning set forth in Section 2.11(d). 

“Applicable Percentage” means, with respect to any Revolving Lender, subject to Section 2.21, the
percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most
recently in effect, giving effect to any assignments. 
 “Applicable Rate” means, for any day and with respect to any: 

(a) Term B USD Loan or Term B EUR Loan, the applicable rate per annum set forth below under the caption “Term B USD Loan Eurodollar
Spread”, “Term B EUR Loan Eurodollar Spread” or “Term B USD Loan ABR Spread”, as the case may be, based upon the Total Leverage Ratio as of the most recent determination date; provided that for purposes of this
clause (a), the Total Leverage Ratio shall be deemed to be in Category 1 until the date the financial statements are delivered pursuant to Section 5.01(b) for the third fiscal quarter of the Parent Borrower ending in 2014: 

 

															
	Category	  	 Total

Leverage Ratio
	  	Term B USD
Loan
Eurodollar
Spread	 	 	Term B EUR
Loan
Eurodollar
Spread	 	 	Term B USD
Loan ABR
Spread	 
	1	  	Greater than or equal to 3.00:1.00	  	 	2.50	% 	 	 	2.75	% 	 	 	1.50	% 
	2	  	Less than 3.00:1.00	  	 	2.25	% 	 	 	2.50	% 	 	 	1.25	% 

 and 

  
 CREDIT AGREEMENT, Page 4 








 (b) Term A Loan or Revolving Loan and with respect to any letter of credit fee or any commitment
fee payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread/Canadian Prime Rate Spread/Euro Swingline Rate Spread”, “Eurodollar Spread/CDOR Spread”, “Commitment Fee
Rate” or “Letter of Credit Fee”, as the case may be, based upon the Total Leverage Ratio as of the most recent determination date: 
  

																			
	Category	  	 Total

Leverage Ratio
	  	Eurodollar
Spread/CDOR
Spread	 	 	ABR
Spread/Canadian
Prime Rate
Spread /Euro
Swingline Rate
Spread	 	 	Commitment
Fee Rate	 	 	Letter of
Credit Fee	 
	1	  	Greater than or equal to 5.00:1.00	  	 	3.00	% 	 	 	2.00	% 	 	 	0.50	% 	 	 	3.00	% 
	2	  	Less than 5.00:1.00 but greater than or equal to 4.25:1.00	  	 	2.75	% 	 	 	1.75	% 	 	 	0.50	% 	 	 	2.75	% 
	31	  	Less than 4.25:1.00 but gGreater than or equal to
3.55.00:1.00	  	 	2.50	% 	 	 	1.50	% 	 	 	0.45	% 	 	 	2.50	% 
	42	  	Less than 3.55.00:1.00 but greater than or equal to
3.04.00:1.00	  	 	2.25	% 	 	 	1.25	% 	 	 	0.40	% 	 	 	2.25	% 
	53	  	Less than 3.04.00:1.00 but greater than or equal to
2.53.00:1.00	  	 	2.00	% 	 	 	1.00	% 	 	 	0.35	% 	 	 	2.00	% 
	64	  	Less than 2.53.00:1.00 but greater than or equal to 2.00:1.00	  	 	1.75	% 	 	 	0.75	% 	 	 	0.30	% 	 	 	1.75	% 
	75	  	Less than 2.00:1.00 but greater than or equal to 1.51.00:1.00	  	 	1.50	% 	 	 	0.50	% 	 	 	0.25	% 	 	 	1.50	% 
	86	  	Less than 1.51.00:1.00	  	 	1.25	% 	 	 	0.25	% 	 	 	0.20	% 	 	 	1.25	% 

 For purposes of the foregoing, (i) the Total Leverage Ratio shall be determined as of the end of each
fiscal quarter of the Parent Borrower’s fiscal year based upon the Parent Borrower’s consolidated financial statements most recently delivered pursuant to Section 5.01(a) or (b); provided that the “Applicable
Rate” in clause (a) above shall be subject to the proviso in such clause (a) and provided further that until delivery of the Parent Borrower’s consolidated financial statements for the first full
fiscal quarter ended after the EffectiveFourth
Amendment Date as required by Section 5.01(a) or (b), the “Applicable Rate” in clause (b) above shall be the applicable rate per annum set forth in Category 3 of
clause (b) above and (ii) each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Total Leverage Ratio shall be deemed to be in Category 1: (A) at any time
that an Event of Default has occurred 

  
 CREDIT AGREEMENT, Page 5 








 
and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Lenders if the Parent Borrower fails to deliver the consolidated financial statements
required to be delivered by it pursuant to Section 5.01(a) or (b), during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered. Notwithstanding anything in this
definition of “Applicable Rate” to the contrary, the modifications to the pricing grid set forth in clause (b) above pursuant to the SecondFourth Amendment shall become effective on the SecondFourth Amendment Effective Date. 

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that
any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to any agents hereunder or to Lenders by means of electronic communications pursuant to
Section 10.01. 
 “Approved Fund” means a Person (other than a natural person) that is engaged in
making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender. 
 “Asset Swap” means a concurrent purchase and sale or
exchange of Related Business Assets between the Parent Borrower or any of its Restricted Subsidiaries and another Person; provided that the Parent Borrower or such Restricted Subsidiary, as the case may be, receives consideration at least
equal to the fair market value (such fair market value to be determined on the date of the contractually agreeing to such transaction) as determined in good faith by the Parent Borrower. 

“Assignment and Assumption” means an Assignment and Assumption entered into by a
Lender and an Eligible aAssignee (with
the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent. 
 “Available Amount” means, at any date, an amount equal to the sum of (i) $340,400,000
plus: 

(i) $340,400,000; plus
 
 (ii) the Net Proceeds actually received by the Parent Borrower from and
after the Effective Date to such date from the sale of Equity Interests of the Parent Borrower (other than (A) Disqualified Equity Interests, (B) Equity Interests issued or sold to a Restricted Subsidiary or an employee stock ownership
plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Parent Borrower or any Restricted Subsidiary unless such loans have been repaid with cash on or prior
to the date of determination and (C) Equity Interests the Net Proceeds of which are used to repay long-term Indebtedness for borrowed money (other than revolving loans) or
to fund any portion of the Vion Acquisition) minus (iii);
plus  
 (iii) an amount equal to (A) the net reduction in Investments made after the Fourth Amendment Date using the Available Amount (not in
excess of the original amount of such Investments) in respect of any returns in cash and cash equivalents (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received
by the Parent Borrower and its Restricted Subsidiaries from such Investments after the Fourth Amendment Date and (B) the net cash proceeds of the Disposition of any Investment after the Fourth Amendment Date made using the Available Amount
actually received by the Parent Borrower and its Restricted Subsidiaries after the Fourth Amendment Date; plus  

  
 CREDIT AGREEMENT, Page 6 









(iv) (A) the amount of any
Investment by the Parent Borrower and its Restricted Subsidiaries that was made after the Fourth Amendment Date using the Available Amount in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged,
amalgamated or consolidated with or into the Parent Borrower or any Restricted Subsidiary and (B) the fair market value of the assets of any Unrestricted Subsidiary that has been transferred, conveyed or otherwise distributed to the Parent Borrower
or any Restricted Subsidiary (net of amounts paid by the Parent Borrower or any Restricted Subsidiary to such Unrestricted Subsidiary for such assets), such amount not to exceed the amount of the Investment made with the Available Amount after the
Fourth Amendment Date by the Parent Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary; minus 

(v) the aggregate amount of unreimbursed payments made after the EffectiveFourth Amendment Date by the Parent Borrower or any Restricted Subsidiary in respect of
Indebtedness permitted by Section 6.01(w) or the exercise of remedies under any Lien incurred pursuant to Section 6.02(y)(ii). 

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

“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time
which is described in the EU Bail-In Legislation Schedule. 
 “Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.) and the regulations issued from
time to time thereunder. 
 “Board” means the Board of
Governors of the Federal Reserve System of the United States of America. 
 “Bona Fide Debt Fund” means any bona fide
(i) debt fund, (i) investment vehicle, (iii) regulated bank entity or (iv) non-regulated lending entity that is, in each case, engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of business that is managed, sponsored or advised by any person Controlling, Controlled by or under common Control with a competitor of the Parent Borrower, its subsidiaries or
Rothsay.Disqualified Institution, but only to the extent that no personnel involved with the investment in the relevant
Disqualified Institution (A) makes (or has the right to make or participate with others in making) investment decisions on behalf of, or otherwise cause the direction of the investment policies of, such debt fund, investment vehicle, regulated
bank entity or unregulated lending entity or (B) has the access to any information (other than information that is publicly available) relating to the Parent Borrower
and/or any entity that forms part of any of its business (including any of its Subsidiaries). 
 “Borrowers” means the Parent Borrower and the Subsidiary Borrowers. 

“Borrowing” means (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the
case of Eurodollar Loans or CDOR Rate Loans, as applicable, as to which a single Interest Period is in effect (it being understood that Loans denominated in dollars made under the USD Only Revolving Commitment and the USD/Multicurrency Revolving
Commitment shall be deemed Loans of the same “Class” for purposes hereof) or (b) a Swingline Loan. 
 “Borrowing
Request” means a request by the applicable Borrower for a Borrowing in accordance with Section 2.03. 

  
 CREDIT AGREEMENT, Page 7 








 “Business Day” means any day that is not a Saturday, Sunday or other day on
which commercial banks in Amsterdam, New York City, Chicago, Illinois or Dallas, Texas, are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan or Ancillary Facility, the term
“Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market; provided further that when used in connection with (i) any Loans or Letters of
Credit or Ancillary Facility denominated in Canadian Dollars, such date shall also exclude any day on which commercial banks in Toronto, Ontario are authorized or required by law to remain closed and,
(ii) any Loans or Letters of Credit or Ancillary Facility denominated in Euro, such date shall also exclude any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (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 not open for the settlement of payments in
Euro.
and (iii) any Loans or Letters of Credit or Ancillary Facility denominated in Sterling such date shall also exclude any day
on which commercial banks in London are authorized or required by law to remain closed. 

“CAD Term A Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make CAD Term A Loans hereunder,
expressed as an amount representing the maximum principal amount of the CAD Term A Loans to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b)
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 and (c) established or increased from time to time pursuant to an Incremental Assumption Agreement. The
initial amount of each Lender’s CAD Term A Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its CAD Term A Commitment,
as applicable. The Dollar Equivalent of the initial aggregate amount of the Lenders’ CAD Term A Commitments is $150,000,000. 

“CAD Term A Facility” means the CAD Term A Commitments and the extensions of credit made thereunder. 

“CAD Term A Lender” means a Lender with a CAD Term A Commitment or an outstanding CAD Term A Loan. 

“CAD Term A Loans” means a Loan made pursuant to clause (b) of Section 2.01 or an
Incremental Term Loan denominated in Canadian Dollars. 
 “CAM Exchange” means the exchange of the Lenders’ interests
provided for in Section 11.01. 
 “CAM Exchange Date” means the date on which (a) any event
referred to in paragraph (g) or (h) of Article VIII shall occur in respect of any Borrower or (b) an acceleration of the maturity of the Loans pursuant to Article VIII shall occur. 

“CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the
aggregate dollar amount of the sum, without duplication, of (i) the Specified Obligations (including the Dollar Equivalent of any Specified Obligations owing in any currency (other than dollars)) owed to such Lender, (ii) such
Lender’s participation in undrawn amounts of Letters of Credit (including the Dollar Equivalent of the undrawn amount of any Letters of Credit not denominated in dollars) immediately prior to the CAM Exchange Date and (b) the denominator
shall be the aggregate dollar amount of the sum, without duplication, of (i) the Specified Obligations (including the Dollar Equivalent of any Specified Obligations owing in any currency (other than dollars)) owed to all the Lenders and
(ii) the aggregate undrawn amount of outstanding Letters of Credit (including the Dollar Equivalent of the undrawn amount of any Letters of Credit not denominated in dollars) immediately prior to such CAM Exchange Date. 

  
 CREDIT AGREEMENT, Page 8 








 “Canadian Benefit Plans” means any plan, agreement, fund, program, practice or
policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings
benefits, under which any Canadian Loan Party has any liability with respect to any current or former employee, officer, director or contractor employed in Canada (or any spouses, dependents, survivors or beneficiaries of any such persons),
including any Canadian Pension Plans but excluding any statutory benefit plans which any Canadian Loan Party is required to participate in or comply with, such as the Canada Pension Plan, the Quebec Pension Plan and plans administered pursuant to
applicable health, tax, workplace safety insurance and employment insurance legislation. 
 “Canadian Borrower” means, as of the Canadian Borrower Joinder Date, Darling Canada. 

“Canadian Borrower Joinder Date” means October 24, 2013. 

“Canadian Defined Benefit Plan” means any Canadian Pension Plan which contains a “defined benefit provision” as
defined in subsection 147.1(1) of the Income Tax Act (Canada). 
 “Canadian Dollars” or “$C” means
lawful money of Canada. 
 “Canadian Loan Party” means each Loan Party formed under the laws of Canada or any province or
territory thereof. 
 “Canadian Multi-Employer Plans” means all Canadian Benefit Plans to which a Canadian Loan Party is
required to contribute pursuant to a collective agreement and which are not maintained or administered by a Canadian Loan Party or any of their Affiliates. 

“Canadian Pension Plans” means any Canadian Benefit Plan that is required to be registered under Canadian federal or
provincial pension benefits standards legislation. 
 “Canadian Pension Termination Event” means the occurrence of any of
the following: (i) the board of directors of any Canadian Loan Party passes a resolution to terminate or wind-up in whole or in part any Canadian Defined Benefit Plan or any Canadian Loan Party otherwise
initiates any action or filing to voluntarily terminate or wind-up in whole or in part any Canadian Defined Benefit Plan; (ii) the institution of proceedings by any Governmental Authority to terminate in
whole or in part any Canadian Defined Benefit Plan, including notice being given by the Superintendent of Financial Services or another Governmental Authority that it intends to proceed to wind-up in whole or
in part a Canadian Defined Benefit Plan of a Canadian Loan Party; (iii) there is a cessation or suspension of contributions to the fund of a Canadian Defined Benefit Plan by a Canadian Loan Party (other than a cessation or suspension of
contributions that is due to (a) an administrative error or (b) the taking of contribution holidays in accordance with applicable law); (iv) the receipt by a Canadian Loan Party of correspondence from any Governmental Authority related to
the likely wind-up or termination (in whole or in part) of any Canadian Defined Benefit Plan; and (v) the wind-up or partial
wind-up of a Canadian Defined Benefit Plan. Notwithstanding anything to the contrary herein, a Canadian Pension Termination Event shall not include any event that relates to the partial wind-up or termination of solely a defined contribution component of a Canadian Defined Benefit Plan. 

“Canadian Prime Rate” means, for any period, the rate per annum determined by the Administrative Agent to be the higher of
(i) the rate of interest per annum most recently announced or 

  
 CREDIT AGREEMENT, Page 9 








 
established by JPMorgan Chase Bank, N.A., Toronto Branch as its reference rate in effect on such day for determining interest rates for Canadian Dollar denominated commercial loans in Canada and
commonly known as “prime rate” (or its equivalent or analogous such rate), such rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A., Toronto Branch and (ii) the sum of (a) the yearly
interest rate to which the one-month CDOR Rate is equivalent plus (b) one percent (1.0%). Any change in such rate due to a change in the “prime rate” or CDOR Rate shall be effective as of the
opening of business on the day of such change in the “prime rate” or the CDOR Rate, as the case may be. 
 “Canadian Prime
Rate Borrowing” means a Borrowing of Swingline Loans comprised of Canadian Prime Rate Loans. 
 “Canadian Prime Rate
Loan” means a Swingline Loan denominated in Canadian Dollars. 
 “Canadian Security Agreement” means the Canadian
Pledge and Security Agreement among the Administrative Agent, the Canadian Borrower and the other Canadian Loan Parties in form and substance reasonably acceptable to the Administrative Agent. 

“Canadian Subsidiary” means any Subsidiary of the Parent Borrower incorporated or otherwise organized under the laws of
Canada or any province or territory thereof. 
 “Capital Expenditures” means, for any period and a Person, without
duplication (a) the additions to property, plant and equipment and other capital expenditures of such Person and its consolidated subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of such Person for such
period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by such Person and its consolidated subsidiaries during such period. 

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the
amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
 “CDOR Loan Rate”
means the CDOR Rate plus, in the case of any Lender that is not a Schedule I Lender, 0.10% per annum. 
 “CDOR Rate” means,
on any day when a CDOR Rate Loan is to be made pursuant hereto, the per annum rate of interest which is the rate determined as being the arithmetic average of the annual yield rates applicable to Canadian Dollar bankers’ acceptances having a
term comparable to such Interest Period of the CDOR Rate Loan requested by the applicable Borrower displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuters Monitor
Money Rates Service (or any successor thereto or Affiliate thereof) as at approximately 11:00 a.m. (Toronto time) on the date of the commencement of such Interest Period; provided, however, if such a rate does not appear on such CDOR Page,
then the CDOR Rate, on any day, shall be the discount rate quoted by the Administrative Agent or, in the event that the Administrative Agent does not at such time issue bankers’ acceptances, the Bank of Montreal (determined as of 11:00 a.m.
(Toronto time) on such day) which would be applicable in respect of an issue of bankers’ acceptances having a term comparable to such Interest Period of the CDOR Rate Loan requested by the applicable Borrower on such day, or if such day is not
a Business Day, then on the immediately preceding Business Day. If the CDOR Rate shall be less than zero, it shall be deemed zero for
purposes of this Agreement.  
 “CDOR Rate Borrowing” means a
Borrowing comprised of CDOR Rate Loans. 

  
 CREDIT AGREEMENT, Page 10 








 “CDOR Rate Loan” means a Loan denominated in Canadian Dollars made by the
Lenders (or any one of them) to the applicable Borrower which bears interest at a rate based on the CDOR Loan Rate. 

“Certain Funds Event of Default” means an Event of Default
under any of (i) clause (d) or (e) of Article VIII in respect of the failure of the Dutch Parent Borrower to observe or perform any covenant or agreement contained in
Section 5.03 (to the extent relating to the maintenance of such Person’s organizational existence only), Section 6.01, Section
6.02 or Section 6.03 or (ii) clause (g), (h), (i), (m) or (n) of Article VIII solely in respect of the Dutch Parent Borrower. For the avoidance of doubt, a Certain Funds Event of Default shall not apply in respect of or relate to
Vion, or any of the assets which comprise all or any part of Vion, or a breach of a procuring obligation with respect to any member of Vion. 

“Certain Funds Loans” has the meaning set forth in Section 4.03. 

“Certain Funds Period” means the period commencing on the
Effective Date and ending on (and including) the Long Stop Date. 

“Certain Funds Representations” has the meaning set forth in Section 4.03(a). 
 “Change in
Control” means any of the following: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity
Interests in the Parent Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent Borrower by Persons who were neither (i) nominated, appointed or approved for consideration by
shareholders for election by the board of directors of Parent Borrower nor (ii) appointed or elected by directors so nominated, appointed or approved; or (c) the occurrence of a “Change of Control” or any comparable event
resulting in a requirement for the Parent Borrower to make an offer to purchase any New Senior Unsecured Notes, Pari Passu Notes, Incremental Equivalent Debt, any Refinancing Notes or any Refinancing Junior Loans with an aggregate principal amount
outstanding in excess of the Threshold Amount, as the term “Change of Control” or those events are defined under any of the documentation evidencing and governing any of the New Senior Unsecured Notes, Pari Passu Notes, any Incremental
Equivalent Debt, any Refinancing Notes or any Refinancing Junior Loans, as applicable. Notwithstanding the foregoing, the Vion Acquisition and the merger of Darling Escrow Corporation with and into the Parent Borrower shall not constitute or give
rise to a Change in Control. 
 “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement; provided, however, that notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented
but solely to the extent the relevant increased costs or loss of yield would have been included if they had been imposed under applicable increased cost provisions and only to the extent the applicable Lender is requiring reimbursement therefor from
similarly situated borrowers under comparable syndicated credit facilities (to the extent such Lender has the right to do so under its credit facilities with similarly situated borrowers). 

  
 CREDIT AGREEMENT, Page 11 








 “Class”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are Revolving Loans, USD Only Revolving Loans, USD/Multicurrency Revolving Loans, Term Loans, Term A Loans, Term B Loans, Term B USD Loans, Term B EUR Loans, USD Term A Loans, CAD Term A Loans, Swingline
Loans, Loans made pursuant to any Specified Refinancing Debt constituting revolving facility commitments, Loans made pursuant to any Specified Refinancing Debt constituting term loans, Loans made pursuant to an Incremental Revolving Commitment
(other than an Incremental Commitment that is an increase of an existing revolving commitment) or Loans made pursuant to an Incremental Term Facility and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving
Commitment, USD Only Revolving Commitment, USD/Multicurrency Revolving Commitment, Term Commitment, Term B Commitment, Term B USD Commitments, Term B EUR Commitments, Term A Commitment, USD Term A Commitment, CAD Term A Commitment, Specified
Refinancing Debt constituting revolving facility commitment, Specified Refinancing Debt constituting term loan commitment, an Incremental Revolving Commitment (other than an Incremental Commitment that is an increase of an existing revolving
commitment) or a commitment for Incremental Term Loans. 
 “Clean-up
Period” means the 60-day period commencing on the Vion Acquisition Closing Date. 

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

“Collateral” means, collectively, all of the assets and property (including Equity Interests) and interests therein and
proceeds thereof, whether now owned or hereafter acquired, in or upon which a Lien is granted pursuant to any of the Security Documents as security for the Obligations or the Foreign Obligations, as applicable. 

“Commitment” means a Revolving Commitment or the Term Commitment, or any combination thereof (as the context requires). 

“Commitment Parties” means J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and Bank of
Montreal, acting under its trade name BMO Capital Markets and such other financial institutions that become party to those certain Commitment Letters related to this Agreement and dated October 5, 2013, pursuant to the terms thereof. 

“Consolidated Net Income” means, for any period and any Person (a “Subject Person”), such Subject
Person’s consolidated net income (or loss) determined in accordance with GAAP, but excluding any extraordinary, nonrecurring,
unusual, nonoperating or noncash gains, charges or losses (including
(x) costs of, and payments of, actual or prospective legal settlements, fines, judgments or orders, (y) costs of, and payments of, corporate reorganizations and (z) gains, income, losses, expenses or charges (less all fees and
expenses chargeable thereto) attributable to any sales or dispositions of Capital Stock or assets (including asset retirement costs) or returned surplus assets of any employee benefit plan outside of the ordinary course of business), and including
or in addition to the above, the following: 
 (a) the income (or loss) of any Unrestricted Subsidiary, any other
Person who is not a Restricted Subsidiary but whose accounts would be consolidated with those of the Subject Person in the Subject Person’s consolidated financial statements in accordance with GAAP or any other Person (other than a Restricted
Subsidiary) in which the Subject Person or a subsidiary has an ownership interest (including any joint venture); provided, however, that Consolidated Net Income shall include amounts in respect of the income of such Person when
actually received in cash by the Subject Person or such subsidiary in the form of dividends or,
similar distributions or other payments, in each case, paid in cash (or to the extent converted into cash); 

  
 CREDIT AGREEMENT, Page 12 








 (b) the income or loss of any Person acquired by the Subject Person or a
subsidiary for any period prior to the date of such acquisition (provided such income or loss may be included in the calculation of Adjusted EBITDA to the extent provided in the definition thereof); 

(c) the cumulative effect of any change in accounting principles during such period; 

(d) any net gains, income, charges, losses, expenses or charges with respect to (i) disposed, abandoned, closed and
discontinued operations (other than assets held for sale) and any accretion or accrual of discounted liabilities and on the disposal of disposed, abandoned, and discontinued operations and (ii) facilities, plants or distribution centers that
have been closed during such period; 
 (e) (i) effects of adjustments (including the effects of such adjustments pushed down
to the Subject Person) in the Subject Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process
research and development, deferred revenue, deferred rent and debt line items thereof) resulting from the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to the Original Transactions or any consummated recapitalization or acquisition transaction or
the amortization or write-off of any amounts thereof; 
 (f) any net income or
loss (less all fees and expenses or charges related thereto) attributable to the early extinguishment of Indebtedness (and the termination of any associated Swap Agreements); 

(e) any (i) write-off or amortization made in such period of deferred financing
costs and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness, (ii) good will or other asset impairment charges, write-offs or write-downs or (iii) amortization of intangible
assets; 
 (h) any non-cash compensation charge, cost, expense, accrual or reserve, including any such charge, cost, expense, accrual or reserve arising from
(i) the grant of stock appreciation or similar rights, stock options,
restricted stock or other equity incentive programs, and any Cash charges
associated(ii) any management equity plan or stock option plan or any other management or employee benefit plan or
agreement, pension plan, any stock subscription or shareholder agreement or any distributor equity plan or agreement and (iii) in connection with the rollover, acceleration or payment of management equity in connection with the
Transactions;payout of Equity Interests held by management of Parent Borrower and/or any of its subsidiaries; provided
that, to the extent any such cash charges, costs, expenses, accruals or reserves are paid in cash, such cash charges, costs, expenses, accruals or reserves are funded
with cash proceeds contributed to the Parent Borrower as a capital contribution or as a result of the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Parent Borrower, and such contribution or sale took place within
the immediately preceding four fiscal quarter period of the Parent Borrower for which this exclusion is modifying Consolidated Net Income; 

(i) any fees, costs, commissions and expenses incurred during such period (including rationalization, legal, tax and
structuring fees, costs and expenses), or any amortization or write-off thereof for such period in connection with (i) the
Original Transactions and the Transactions and (ii) any Investment (other
than an Investment among the Parent Borrower and 

  
 CREDIT AGREEMENT, Page 13 








 
its Subsidiaries in the ordinary course of operations), Disposition (other than Dispositions of inventory or Dispositions among the Parent Borrower and its Subsidiaries in the ordinary course of
operations), incurrence or repayment of Indebtedness,
repayment, extension, renewal, replacement, refinancing, amendment, restatement, amendment and restatement or modification of Indebtedness, including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment
penalties (other than the incurrence or
repayment, repayment, extension, renewal, replacement, refinancing, amendment, restatement, amendment and restatement
or modification of Indebtedness among the Parent Borrower and its Subsidiaries in the ordinary course of operations),
and issuance
or offering of Equity Interests, refinancing transaction or amendment or modification of any
IndebtednessRestricted Payments, acquisitions, recapitalizations, mergers, consolidations or amalgamations, option
buyouts or other similar transactions (in each case, including
any such transaction consummated prior to the Effective Date and any such transactionproposed or undertaken, but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction; 

(j) accruals and reserves that are established or adjusted within 12 months (i) after the Effective Date that are so required to be established or adjusted as
a result of the Original Transactions and the Transactions and (ii) of the date of any Permitted Acquisition or similar Investment, in each case, in accordance with GAAP or as a result of the adoption or modification of accounting policies; 

(k) any unrealized or realized net foreign currency translation gains or losses and unrealized net foreign currency transaction
gains or losses, in each case impacting net income (including currency re-measurements of Indebtedness, any applicable net gains or losses resulting from Swap Agreements for currency exchange risk associated
with the above or any other currency related risk and those resulting from intercompany Indebtedness); and 

(l) unrealized net losses, charges or expenses and unrealized net gains in the fair market value of any arrangements under Swap
Agreements. 
 “Consolidated Net Tangible Assets” means
Consolidated Total Assets after deducting: 

(a)
all current liabilities; 

(b)
any item representing investments in Unrestricted Subsidiaries; and 

(c)
all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangibles.

 “Consolidated Total Assets” means, as of any date of determination, the total amount of assets appearing on a
consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP. 

“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 AGREEMENT, Page 14 








 “Covered Party” means each Loan Party and any other Subsidiary of the Parent
Borrower designated by the Parent Borrower as a “Covered Party” for purposes of this Agreement. 
 “Credit
Facilities” means the Revolving Facility and each Term Facility. 
 “Criminal Code (Canada)” means the Criminal
Code (Canada), R.S.C., 1985 c. C-46, as amended. 
 “Darling Canada” means
Darling International Canada Inc., a wholly-owned Subsidiary of the Parent Borrower formed under the laws of the province of New Brunswick, Canada. 

“Darling Escrow Corporation” means Darling Escrow Corporation, a Delaware corporation and wholly-owned Subsidiary of the
Parent Borrower and the initial issuer of the New Senior Unsecured Notes. 
 “Date of Full Satisfaction” means, as of any
date, that on or before such date: (i) the principal of and interest accrued to such date on each Loan (other than the contingent LC Exposure) shall have been paid in full in cash, (ii) all fees, expenses and other amounts then due and
payable which constitute Loan Obligations (other than the contingent LC Exposure and other contingent amounts for which no claim or demand has been made) shall have been paid in full in cash, (iii) the Commitments shall have expired or been
terminated, and (iv) the contingent LC Exposure shall have been secured by: (A) the grant of a first priority, perfected Lien on cash or cash equivalents in an amount at least equal to 102% of the amount of such LC Exposure or other
collateral which is reasonably acceptable to the Issuing Bank or (B) the issuance of a “back–to–back” letter of credit in form and substance reasonably acceptable to the Issuing Bank with an original face amount at least
equal to 102% of the amount of such LC Exposure. 

“Debtor Relief
Laws” means the Bankruptcy Code, 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 which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means any Lender that has:
(a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within two (2) Business Days of the date required to be funded by it hereunder, (b) notified the Parent Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in writing that it does
not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in
which it commits to extend credit, (c) failed, within two
(2) Business Days after request by the Administrative Agent, to
confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans; provided that any Lender that has failed to give
such timely confirmation shall cease to be a Defaulting Lender under this clause (c) immediately upon the delivery of such confirmation, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within two (2) Business
Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a
parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has 

  
 CREDIT AGREEMENT, Page 15 








 
become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or 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 Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender or any direct
or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender 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 Lender (or such Governmental Authority) to reject, repudiate disavow or disaffirm any contracts or agreements made with such
Lender or
(f) become subject to a Bail-In Action or that has a direct or indirect parent
company become subject to a Bail-In Action. 

“Deposit Obligations” means all obligations, indebtedness, and liabilities of the Covered Parties, or any one of them, to any
Lender or any Affiliate of any Lender which have been designated by the Parent Borrower by written notice to the Administrative Agent as entitled to the security of the Collateral and which arise pursuant to any treasury, purchasing card, deposit,
lock box, commercial credit card, stored value card, employee credit card program, controlled disbursement, ACH transactions, return items, interstate deposit network services, dealer incentive, supplier finance or similar programs, Society for
Worldwide Interbank Financial Telecommunication transfer, cash pooling, operation foreign exchange management or cash management services or arrangements (including in connection with any automated clearing house transfers of funds or any similar
transactions between the Parent Borrower or any Subsidiary Loan Party and any Lender, Affiliate of a Lender, Issuing Bank or the Administrative Agent) entered into by such Lender or Affiliate with the Covered Parties, or any one of them, whether now
existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, the obligation, indebtedness, and liabilities of the
Covered Parties, or any one of them, to repay any credit extended in connection with such arrangements, interest thereon, and all fees, costs, and expenses (including reasonable attorneys’ fees and expenses) provided for in the
documentation executed in connection therewith. 
 “Designated Non-Cash
Consideration” means the fair market value (as determined by the Parent Borrower in good faith) of non-Cash consideration received by the Parent Borrower or a Restricted Subsidiary in connection with
a Disposition pursuant to Section 6.05(o) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Parent Borrower, setting forth the basis of
such valuation (which amount will be reduced by the amount of cash or Permitted Investments received in connection with a subsequent sale or conversion of such Designated Non-Cash Consideration to cash or
Permitted Investments). 
 “Disclosed Matters” means all the matters disclosed in on the Schedules hereto or in the Parent Borrower’s reports to the Securities and Exchange Commission on form 10-K for the fiscal year ended December 29,
2012January 2,
 2016 or the 10-Qs for the fiscal quarters ended March 30, 2013 and June 29, 2013April 2,
2016, July 2, 2016 and
October 1, 2016. For the avoidance of doubt, the disclosure in the
Disclosed Matters shall not be deemed to include any risk factor disclosures contained under the heading “Risk Factors,” any disclosure of risks included in any “forward-looking statements” disclaimer or any other statements that
are similarly predictive or forward-looking in nature. 
 “Disposition” has the meaning set forth in
Section 6.05. The terms
“Dispose
” and
 “Disposed
 of” shall
 have the correlative meanings. 
 “Disqualified Equity
Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition
(a) matures or is mandatorily redeemable, pursuant to a sinking 

  
 CREDIT AGREEMENT, Page 16 








 
fund obligations or otherwise (other than solely in exchange or Qualified Equity
Interests), (b) is redeemable at the option of the holder thereof, in whole or in
part (other than solely in exchange or Qualified Equity Interests), (c)
provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interest that would constitute Disqualified Equity Interests, in each case, on or prior to the
91st day following the Term B Loan Maturity Date; provided that (i) any Equity Interests that would constitute Disqualified Equity Interests solely because the holders thereof have the
right to require the Parent Borrower to repurchase such Disqualified Equity Interests upon the occurrence of a change of control or asset sale shall not constitute Disqualified Equity Interests if the terms of such Equity Interests (and all
securities into which it is convertible or for which it is ratable or exchangeable) provide that the Parent Borrower may not repurchase or redeem any such Equity Interests (and all securities into which it is convertible or for which it is ratable
or exchangeable) pursuant to such provision unless the Loan Obligations are fully satisfied simultaneously therewith and (ii) only the portion of the Equity Interests meeting one of the foregoing clauses (a) through (d) prior
to the date that is 91 days after the Term B Loan Maturity Date will be deemed to be Disqualified Equity Interests. 

“Disqualified Institution” means (i) those Persons that are competitors of the Parent Borrower or its subsidiaries, Rothsay or Vion or
and (ii) such other Persons, in each case, identified in writing to
the Administrative Agent prior to the Effective Date (in each case, together with any Person that is a
readilyreasonably identifiable solely on the basis of or by similarity of name as an Affiliate of any Person set forth in clauses (i) and (ii)); provided that the Parent Borrower, upon
reasonableat least two
(2) Business
Days’ prior
 written notice to the Administrative Agent (at the email address provided
for such updates in Section 10.01) after the Effective Date shall
be permitted to supplement in writing the list of Persons that are Disqualified Institutions to the extent such supplemented Person is either(A) a
competitor that is an operating company or,
(B) an Affiliate of any operating
companya competitor (other than an Affiliate that is a Bona Fide Debt Fund, unless such Person is otherwise a Disqualified Institution under clause (ii) above). or
(C) an Affiliate of a Person identified in clause (ii) above; provided further that (x) no such supplement shall apply retroactively to disqualify any Persons that have previously acquired an assignment or participation in the Loans
or Commitments hereunder, in each case prior to it being added to such list and (y) Disqualified Institutions shall not include any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written
notice delivered to the Administrative Agent from time to time pursuant to Section 10.01. 

“Documentation Agents” has the meaning set forth in the preamble hereto, and also includes the financial institutions identified as
“Documentation
 Agents” in
 the Fourth Amendment. 
 “dollars” or “$”
refers to lawful money of the United States of America. 
 “Dollar Equivalent” means, at any date of determination,
(a) with respect to any amount denominated in dollars, such amount, and (b) with respect to any amount denominated in any currency other than dollars, the equivalent amount thereof in dollars as determined by the Administrative Agent at
such time on the basis of the Spot Rate in effect on such date for the purchase of dollars with such currency. The Dollar Equivalent at any time of the amount of any Letter of Credit, LC Disbursement or Loan denominated in an Alternative Currency
shall be the amount most recently determined as provided in Section 1.06. 
 “Domestic Loan
Party” means the Parent Borrower and each other Loan Party that is a Domestic Subsidiary. 
 “Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the United States of America. 

  
 CREDIT AGREEMENT, Page 17 








 “Domestic Subsidiary Loan Party” means a Loan Party that is a Domestic
Subsidiary. 
 “Dutch Borrowers” means the Dutch Parent Borrower and the Dutch Subsidiary Borrowers. 

“Dutch Civil Law” means the Dutch Civil Code (Burgerlijk Wetboek). 

“Dutch FSA” means the Financial Supervision Act (Wet op het financieel toezicht), including any regulations issued
pursuant thereto. 
 “Dutch Obligor” means any Dutch Subsidiary that is a party to a Loan Document governed by the laws of
The Netherlands providing for granting of a Lien. 
 “Dutch Parent Borrower” means Darling International NL Holdings B.V.,
a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated and existingorganized under the laws of The Netherlands. 
 “Dutch Subsidiary” means any Subsidiary
incorporated in The Netherlands. 
 “Dutch Subsidiary Borrowers” means, after the applicable
Vion Subsidiary Borrower Joinder Date, the applicable
Vion Subsidiary Borrowers formed Darling Ingredients International
Holding B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands
that have become party to this agreement pursuant to applicable joinder
documentation.and Darling Ingredients
International Financial Services B.V. a private company with limited liability
(besloten
vennootschap met
 beperkte
aansprakelijkheid)
 organized under the laws of The Netherlands. 

“EBITDA” means, for any period and any Person, the total of the following each calculated without duplication on a
consolidated basis for such period: 
 (a) Consolidated Net Income; plus 

(b) any provision for (or less any benefit from)
income or, franchise and similar taxes (including taxes in lieu thereof) included in determining Consolidated Net Income (including such taxes arising out of examinations (including interest and penalties));
plus 
 (c) interest expense (including the interest portion of Capital Lease Obligations) deducted in
determining Consolidated Net Income; plus 
 (d) amortization and depreciation expense deducted in determining
Consolidated Net Income; plus 
 (e) to the extent not disregarded in the calculation of Consolidated Net Income, non-cash charges, expenses or deductions;
plus 
 (f) the amount of any fee, cost, expense or reserve to the extent actually reimbursed or reimbursable
by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance; provided that, such Person in good faith expects to receive reimbursement for such fee, cost, expense or reserve within the next four
fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, such reimbursement amounts shall be deducted in calculating EBITDA for such fiscal quarters); plus 

  
 CREDIT AGREEMENT, Page 18 








 (g) the amount of any expense or deduction associated with any subsidiary of such
Person attributable to non-controlling interests or minority interests of third parties; plus 

(h) the amount of loss on salesDispositions
 of receivables and related assets to
Parent Borrower or any Restricted Subsidiary in connection with a permitted rReceivables
financingFacility (including Dispositions to any Receivables Subsidiary) and in connection with any incentive, supplier finance or similar program entered
into in the ordinary course of business; plus 
 (i)
proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not received so long as such Person in good faith expects to receive the same within
the next four fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, such proceeds shall be deducted in calculating EBITDA for such fiscal quarters)).;
plus 

(j)
 earn-out obligations incurred in connection
with any acquisition or other Investment permitted pursuant to Section 6.04 and paid or accrued during such period and
on similar acquisitions and Investments completed prior to the Effective
Date. 

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

“EEA Resolution
Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial
Institution. 
 “Effective Date” means the date on which the
conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02). 

“Effective Yield”
means, as to any Indebtedness, the effective yield on such Indebtedness in the reasonable determination of the Administrative Agent in consultation with the Parent Borrower and consistent with generally accepted financial practices, taking into
account the applicable interest rate margins, any interest rate floors (the effect of which floors shall be determined in a manner set forth in the proviso below) or similar devices, any amendment to the relevant interest rate margins and interest
rate floors prior to the applicable date of determination and all upfront or similar fees or original issue discount (converted to yield assuming the shorter of (i) the weighted average life of the applicable Indebtedness at the time such
Indebtedness was incurred and (ii) a four-year life and, in each case, without any present value discount) generally paid or payable to the providers of such Indebtedness, but excluding any arrangement, commitment, amendment, structuring and
underwriting fees paid or payable to the arranger (or its Affiliates) of such Indebtedness in their capacities as such (regardless of whether any such fees are paid to or shared in whole or part with any lender) and any other fee (including, if
applicable, ticking fees) not generally paid to all lenders ratably; provided
that with respect to any Indebtedness that includes (1) an interest rate floor greater than the interest rate floor applicable to the Term B Loans
outstanding on the Fourth Amendment Date, such increased amount shall be equated to the applicable interest rate margin for purposes of determining Effective Yield solely to the extent an increase


  
 CREDIT AGREEMENT, Page 19 








 
in the interest rate floor for such existing Term B Loans would cause an
increase in the interest rate then in effect thereunder and (2) an interest rate floor lower than the interest rate floor applicable to the Term B Loans outstanding on the Fourth Amendment Date or does not include any interest rate floor,
to the extent a reduction (or elimination) in the interest rate floor for such existing Term B Loans would cause a reduction in the interest rate then in effect thereunder, an amount equal to the difference between the interest rate floor
applicable to such Term B Loans and the interest rate floor applicable to such Indebtedness (which
shall be deemed to equal
0% for any Indebtedness without any interest rate floor), shall reduce the applicable interest rate margin of the applicable
Indebtedness for purposes of determining Effective Yield. 
 “Eligible
Assignee” means any Person that meets the requirements to be an assignee under Section 10.04(b) (subject to receipt of such consents, if any, as may be required for the assignment of the applicable Loans and/or
Commitments to such Person under Section
10.04(b)(i
) and (ii)); provided that in any event, “Eligible
Assignee” shall not include (i) any natural person
or, (ii) any Defaulting Lender,
(iii) subject to the terms of Section 10.04(f), any Disqualified
Institution or
(iv) except as set forth in Section 10.04(e),
the Parent Borrower or its
Subsidiaries. 

“EMU Legislation” means the legislative measures of the European Union relating to Economic and Monetary Union. 

“Environmental Laws” means all laws (including common law), rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices, binding agreements or other legally enforceable requirements issued, promulgated or entered into by any Governmental Authority, regulating, relating in any way to or imposing standards of conduct concerning the
environment, preservation or reclamation of natural resources or health and safety as it relates to environmental protection. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of any Person 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) the release of any Hazardous Materials into the environment or (d) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

 “Equity Accretive Investment” has the meaning set forth in Section 6.04(l). 

“Equity Interests” means shares of the capital stock, partnership interests, membership interest in a limited liability
company, beneficial interests in a trust or other equity interests or any warrants, options or other rights to acquire such interests but excluding any debt securities convertible into such Equity Interests. 

“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) that, together with the Parent Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code. 

“ERISA Event” means (a) any Reportable Event; (b) the existence with respect to any Plan of a non-exempt Prohibited Transaction; (c) any failure by any Pension Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to


  
 CREDIT AGREEMENT, Page 20 








 
such Pension Plan, whether or not waived; (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with
respect to any Pension Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure by any Loan Party or any of its ERISA Affiliates to make any required
contribution to a Multiemployer Plan; (e) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan, including but not limited to the imposition
of any Lien in favor of the PBGC or any Pension Plan; (f) a determination that any Pension Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of
ERISA); (g) the receipt by any Loan Party or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan under
Section 4042 of ERISA; (h) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (i) the failure by any Loan
Party or any of its ERISA Affiliates to make any required contribution to a Multiemployer Plan pursuant to Sections 431 or 432 of the Code; (j) the receipt by any Loan Party or any of its ERISA Affiliates of any notice, or the receipt by any
Multiemployer Plan from a Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization or in endangered or
critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or (k) with respect to any Foreign Benefit Plan, (A) the failure to make or remit any employer or employee contributions required by
applicable law or by the terms of such Foreign Benefit Plan; (B) the failure to register or loss of registration in good standing with applicable regulatory authorities of any such Foreign Benefit Plan required to be registered; or (C) the
failure of such Foreign Benefit Plan to comply with any material provisions of applicable law or regulations or with the material terms of such Foreign Benefit Plan. 

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

 “Euro” or “€ ” means the single currency of the Participating Member States introduced
in accordance with the EMU Legislation. 
 “Euro Swingline Rate” shall mean, the interest rate per annum
(rounded upwards, if necessary, to the next 1/16100th of 1.0%) at which overnight deposits 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 the Administrative Agent in the London interbank market for Euro to major banks in the London interbank market. 

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate but does not include any Loan or Borrowing bearing interest at a rate determined by reference to clause (c) of the definition of the term
“Alternative Base Rate”. 
 “Event of Default” has the meaning set forth in
Section 8.01. 
 “Excess Cash Flow” means, for any period, the sum (without duplication) of:
(a) EBITDA of the Parent Borrower and the Restricted Subsidiaries; minus (b) the sum of the following: (i) cash interest expense added in determining such EBITDA; (ii) cash taxes added in determining such EBITDA;
(iii) the principal portion of required and voluntary repayments of Indebtedness (other than voluntary repayments on the Loans); (iv) the un-financed portion of all Capital Expenditures; (v) the un-financed cash portion of any Investments permitted by Section 6.04 (other than Investments in cash and Permitted Investments or in the Parent Borrower or any Restricted Subsidiary of the
Parent Borrower); (vi) all Restricted Payments 

  
 CREDIT AGREEMENT, Page 21 








 
made under the permissions of Section 6.08 (other than clause (ii) thereof to the extent paid to the Parent Borrower or one of its Restricted Subsidiaries);
(vii) cash expenditures made in respect of Swap Agreements to the extent not reflected as a subtraction in the computation of Consolidated Net Income or EBITDA (or, in either case, to the extent added thereto); (viii) cash payments by the Parent
Borrower and its Restricted Subsidiaries during such period in respect of long-term liabilities of the Parent Borrower and its Restricted Subsidiaries other than Indebtedness; (ix) the aggregate amount of expenditures actually made by the
Parent Borrower and its Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees and pension contributions) to the extent that such expenditures are not expensed or deducted (or exceed the amount
expensed or deducted) during such period; (x) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period; and (xi) an amount equal to all
expenses, charges and losses either (A) excluded in calculating Consolidated Net Income or (B) added back in calculating Consolidated Adjusted EBITDA, in each case, to the extent paid or payable in cash. Expenditures shall be considered ““un-financed””
 for purposes of this definition unless paid with the proceeds of long-term Indebtedness (other than revolving facilities including the Revolving Loans). Any amounts subtracted from EBITDA
pursuant to clauses (b)(v) or (b)(vii) above shall be net of any return of capital in respect such Investments or net of any payments received under any Swap Agreements, in each case, to the extent not reflected in EBITDA. Any amounts
subtracted from EBITDA pursuant to clause (b)(ix) above shall be added to EBITDA for the purposes of this Excess Cash Flow definition in the period when such expenditures are expensed (if expensed). 

“Excluded Subsidiary” means (i) any Subsidiary that is not a wholly-owned Subsidiary, (ii) any Foreign Subsidiary
other than, from and after the Canadian Borrower Joinder Date, Foreign Subsidiaries incorporated in Canada or any province thereof, and from and after the
Vion Acquisition Closing Date, Foreign Subsidiaries incorporated in Belgium, Brazil, Canada, Germany and The Netherlands and any other jurisdictions designated by the Parent Borrower (“Specified Foreign Subsidiaries”), in each case subject to the other exclusions
set forth in this definition, (iii) any Unrestricted Subsidiary, (iv) any subsidiary that is prohibited by applicable law, regulation or Contractual Obligation from entering into (and providing the guarantees pursuant to) the Guaranty
Agreement (including if it is not within the legal capacity of such Loan Party to do so (whether as a result of financial assistance, corporate benefit, works council advice or thin capitalization rule or otherwise)) or that would require the
consent, approval, license or authorization of a Governmental Authority in order to enter into (and provide the guarantees pursuant to) the Guaranty Agreement, (v) any Domestic Subsidiary if substantially all of its assets consist of the debt
or Equity Interests of one or more direct or indirect Foreign Subsidiaries (provided that from and after the Vion Acquisition Closing Date, such Domestic
Subsidiaries shall be required (subject to the other exceptions herein) to Guarantee the Foreign Obligations, unless and until a United States Governmental Authority issues guidance treating any such Guarantee as an obligation of a United States
person subject to Section 956 of the Code, in which event any such guarantee shall be void ab initio and have no effect to the fullest extent provided by law) (vi) not-for-profit Subsidiaries, (vii) captive insurance Subsidiaries, (viii) any Immaterial Subsidiary, (ix) direct or indirect Domestic Subsidiaries of any Foreign Subsidiary as of the Vion Acquisition Closing Date and (x),
(x) any Receivables Subsidiary and (xi) any Subsidiary to the
extent that the burden, difficulty, consequence or cost of entering into (and providing the guarantees pursuant to) the applicable Guaranty Agreement outweighs the benefit afforded thereby as reasonably determined by the Administrative Agent and the
Parent Borrower; provided, that notwithstanding anything to the contrary contained in this Agreement, no Subsidiary shall be an “Excluded Subsidiary” if such Subsidiary enters into, or is required to enter into, a guarantee of (or
becomes, or is required to become, a borrower or other obligor under) any obligations of the Parent Borrower or any Domestic Subsidiary thereof under any New Senior Unsecured Notes, Pari Passu Notes, Incremental Equivalent Debt, Refinancing Notes or
any Refinancing Junior Loans or any Permitted Refinancing of any such New Senior Unsecured Notes, Pari Passu Notes, Incremental Equivalent Debt, Refinancing Notes or any Refinancing Junior Loans, in each case, to the extent then outstanding.


  
 CREDIT AGREEMENT, Page 22 








 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender,
the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder, (a) income, franchise or similar taxes (including German trade taxes) imposed on (or measured by) its net income
by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in which it is doing business, or in which it had a present or former connection (other than
such connection arising solely from any Secured Party having executed, delivered, or performed its obligations or received a payment under, or enforced, any Loan Document) or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Borrower is located, (c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by a Borrower under Section 2.19(b)), any United States withholding tax that is imposed on amounts payable to such Foreign Lender (including as a result of FATCA) at the time such Foreign Lender becomes a party to this Agreement (or
designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(f), 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 a Borrower with respect to such withholding tax pursuant to Section 2.17(a), (d) in the case of a non-Foreign Lender (other than an
assignee pursuant to a request by a Borrower under Section 2.19(b)), any United States backup withholding tax that is imposed on accounts payable to such non-Foreign Lender at the time such non-Foreign Lender becomes a party to this Agreement, (e) any amounts paid or payable on “outstanding debts to specified non-residents” as defined in subsection
18(5) of the Income Tax Act (Canada) which are recharacterized as a dividend under the provisions of the Income Tax Act (Canada), (f) Taxes under the laws of The Netherlands to the extent such Tax becomes payable as a result of a Lender or the
Administrative Agent having a substantial interest (aanmerkelijk belang) in a Dutch Borrower as laid down in The Netherlands Income Tax Act 2001 (Wet inkomsten belasting) and (g) all liabilities, penalties and interest with
respect to any of the foregoing excluded taxes. 
 “Existing Credit Agreement” has the meaning set forth in the preamble
hereto. 
 “Expiration Date” means the later of
(a) December 31, 2013 and (b) the date the “End Date” (as defined in the Rothsay Acquisition Agreement) is extended to in accordance with Section 10.4(a) of the Rothsay Acquisition Agreement, provided such date in this
clause (b) shall not extend beyond February 28, 2014. 

“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 regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code. 

“Federal Funds Effective Rate” means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnightrate calculated by the NYFRB based on such
day’s

Ffederal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, asby depositary institutions (as determined in such manner
as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by
it.NYFRB
 as the federal funds effective rate; provided that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Financial Covenant Event of Default” has the meaning set forth in Section 8.01(d). 

  
 CREDIT AGREEMENT, Page 23 








 “Financial Covenants” means the
covenants set forth in Sections 7.01,
and
7.02 and 7.03. 
 “Financial Officer” means the chief financial officer,
executive vice president of finance and administration, principal accounting officer, treasurer or controller of, unless otherwise noted, the Parent Borrower (or any other officer acting in substantially the same capacity of the foregoing). 

“First Lien Leverage
Ratio” means, as of any date of determination, the ratio of (a) Total Indebtedness secured by a Lien which is on at least an equal priority basis (but without regard to the control of remedies) with the Liens securing the Credit Facilities
outstanding on the Fourth Amendment Date minus (i) all obligations, contingent or otherwise, of such Person as an account party in respect of the undrawn face amount of letters of credit, bankers acceptances or similar instruments (including
the Letters of Credit) outstanding as of such date and (ii) any such obligations described in clause (a)(i) which have been drawn and reimbursed within three (3) Business Days to (b) Adjusted EBITDA for the four fiscal quarter period
most recently ended. 

“Fixed Amounts”
has the meaning set forth in Section 1.10(g). 
 “Foreign Benefit
Plan” means each employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject to United States law and is sponsored, maintained or contributed to by any Loan Party or any
ERISA Affiliate. 
 “Foreign Borrower” means a Borrower that is not organized under the laws of a jurisdiction located in
the United States of America. 
 “Foreign Collateral Reallocation” has the meaning set forth in Section 5.10(b).

 “Foreign Currency Letter of Credit” means any Letter of Credit denominated in an Alternative Currency. 

“Foreign Deposit Obligations” means all Deposit Obligations to the extent the applicable Covered Party is a Foreign
Subsidiary. 
 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United
States of America, any State thereof or the District of Columbia. 
 “Foreign Loan Party Obligations” means all
obligations, indebtedness, and liabilities of the Foreign Subsidiary Loan Parties, or any one of them, to the Administrative Agent and the Lenders arising pursuant to any of the Loan Documents or under any Ancillary Facilities Document, whether now
existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, the obligation of the Foreign Subsidiary Loan Parties to
repay the Foreign Borrowers’ Loans, LC Disbursements and loans and other disbursements under any Ancillary Facility Document, interest on such Loans, LC Disbursements and loans and other disbursements under any Ancillary Facility Document, and
all fees, costs, and expenses (including reasonable attorneys’ fees and expenses) arising therefrom and provided for in the Loan Documents or under any Ancillary Facilities Document. 

“Foreign Obligations” means the Foreign Loan Party Obligations, Foreign Swap Obligations and Foreign Deposit Obligations.

 “Foreign Security Agreement” means each security, pledge or similar agreement pursuant to which the applicable Foreign
Subsidiary Loan Party grants a Lien on any of its assets to secure the 

  
 CREDIT AGREEMENT, Page 24 








 
Foreign Loan Party Obligations (or if applicable in the case of Foreign Subsidiaries incorporated in Canada or a province of Canada, the Obligations), in form and substance reasonably acceptable
to the Administrative Agent. 
 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 

“Foreign Subsidiary Loan Party” means any Foreign Subsidiary that is a Subsidiary Loan Party. 

“Foreign Swap Obligations” means all Swap Obligations to the extent the applicable Covered Party is a Foreign Subsidiary.

 “Fourth
Amendment” means that certain Fourth Amendment to the Second Amended
and Restated Credit Agreement, among the Loan Parties, the Administrative Agent and the Lenders party thereto, dated
December 16, 2016. 
 “Fourth Amendment Date” means December 16, 2016. 

“GAAP” means generally accepted accounting principles in the United States of America. 

“German Subsidiary Borrower” means VionDarling Ingredients Germany Holding GmbH, a limited liability company organized under the laws of Germany.

 “Governmental Authority” means the government of the United States of America, any other nation or any political
subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government. 
 “Group” means the Parent Borrower or any Restricted Subsidiary. 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation (including any obligations under an operating lease) of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation (including any obligations under an
operating lease) of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business. 
 “Guaranty Agreement” means (i) in the case of the Parent Borrower and any
Domestic Subsidiary Loan Party, the guaranty agreement of the Loan Parties in respect of the Obligations (and/or the Foreign Obligations as set forth therein) in the form of Exhibit B hereto and (ii) in the case of any Foreign
Subsidiary Loan Party, a guaranty agreement in a form substantially similar to Exhibit B giving effect to the Agreed Security Principles. 

“Hazardous Materials” means any material, substance or waste regulated pursuant to or that could give rise to liability
under, or classified, characterized or regulated as “hazardous,” “toxic,” “radioactive” or a “pollutant” or contaminant under, Environmental Laws, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls, and infectious or medical wastes. 

  
 CREDIT AGREEMENT, Page 25 








 “Immaterial Subsidiary” means, any Restricted Subsidiary of the Parent Borrower designated by, the EBITDA of which for the 4 fiscal
quarter period ended most recently, shall not exceed 5% of the EBITDA of the Parent Borrower pursuant to written notice
provided to the Administrative Agent as an “Immaterial Subsidiary”and
 its Subsidiaries taken as a whole; provided the EBITDA of the
Immaterial Subsidiaries, individually or collectively, for the 4 fiscal quarter period ended most recently prior to suchany date
of determination shall not exceed 5% of the EBITDA of the Parent Borrower
and its Subsidiaries taken as a whole. As of the Effective Date, Bio-Energy Products LLC, a Delaware limited liability company, has been designated as an Immaterial Subsidiary. 

“Increased Amount Date” has the meaning set forth in Section 2.20(a). 

“Incremental Amount” means, at any time, 

(ia
) $600,000,000300,000,000 (the
“Fixed Incremental Amount”) plus 

(iib)
additionalunlimited amounts if, after giving effect to the incurrence of any Incremental Facilities (which for this purpose will be deemed to include the full amount of any Incremental Revolving Facility assuming the full amount of
such increase had been drawn and/or the full amount of such facility was drawn), the Parent Borrower is in compliance, on a Pro Forma Basis, with a Secured Leverage Ratio of not more than 3.00 to 1.00 as of the end of
the most recent fiscal quarter for which financial statements were required to be delivered under Section 5.01(a) or (b); provided that for purposes of clause
(ii), if the proceeds of the relevant Incremental Facility will be applied to finance a Permitted Acquisition, compliance with the Secured Leverage Ratio will be determined as of the date of the execution of the definitive agreement
with respect thereto to the extent the closing of such Permitted Acquisition is no more than 180 days from such date of execution, it being understood that to the extent such closing is more than 180 days after the date of such execution, such
compliance will be calculated as of the date the applicable Indebtedness is incurred (the determination method set forth in this proviso as it relates to compliance with an particular incurrence test set forth in this Agreement for the purposes of
transactions relating to making a Permitted Acquisition, the “Permitted Acquisition Determination
Method”).(i) if such Incremental Facility or Incremental Equivalent Debt is secured by a Lien that is
pari passu with the Lien on the Collateral securing the Credit Facilities outstanding on the Fourth Amendment Date, the First Lien Leverage Ratio does not exceed 4.00:1.00, (ii) if such Incremental Facility or Incremental Equivalent Debt is secured
by a Lien that is junior to the Lien on the Collateral securing the Credit Facilities outstanding on the Fourth Amendment Date, the Secured Leverage Ratio does not exceed 4.00:1.00 and (iii) if such Incremental Facility or Incremental
Equivalent Debt is unsecured, the Total Leverage Ratio does not exceed 5.50:1.00 (the “Ratio-Based Incremental Amount”) plus 

(c)(i) the amount of any optional prepayment of any Term Loan in accordance with Section 2.11(a)
and/or the amount of any permanent reduction of any Revolving Commitment (and any other commitment established hereunder after the Fourth Amendment Date, other than a permanent reduction as the result of the funding of such commitment), (ii) the
amount paid in cash in respect of any reduction in the outstanding amount of any Term Loan resulting from any assignment of such Term Loan to (and/or purchase of such Term Loan by) the Parent Borrower or any Restricted Subsidiary so long as the
relevant prepayment or assignment and/or purchase was not funded with the proceeds of any long-term Indebtedness (other than revolving Indebtedness) incurred by the Parent Borrower or its Restricted Subsidiaries and (iii) in the case of any
Incremental Facility that effectively replaces any Revolving Commitment (and any other commitment established hereunder after the Fourth Amendment Date, prior to the funding of such commitment) terminated or any Term Loan repaid pursuant to
Section 2.19, an amount equal to the relevant terminated Revolving Commitment or such other commitment or Term Loans so prepaid; 

  
 CREDIT AGREEMENT, Page 26 









it being understood and agreed that unless
the Parent Borrower otherwise notifies the Administrative Agent (w) the Parent Borrower shall be deemed to have used amounts under clause (c) prior to utilization of amounts under clause (a) or (b), (x) if all or any portion of the
Incremental Facility and/or Incremental Equivalent Debt would be permitted under clause (b) of this definition on the applicable date of determination, such Incremental Facility and/or Incremental Equivalent Debt shall be deemed to have been
incurred in reliance on clause (b) of this definition prior to the utilization of any amount available under clause (a) and (y) amounts may be incurred under both clauses (a) and (b), and proceeds from any such incurrence may be
utilized in a single transaction by first calculating the incurrence under clause (b) above and then calculating the incurrence under clause (a) above. 

For the avoidance of doubt, the amount in
clauses (ia) and (c) above shall be reduced by the aggregate amount of all Incremental
Term Loans made plus all Incremental Revolving Commitments established prior to such time pursuant to Section 2.20(a) and any Indebtedness incurred under Section 6.01(bb), in each case in reliance on such clause (ia)
 or (c), as applicable. 

“Incremental Assumption Agreement” means an Incremental Assumption Agreement in form and substance reasonably satisfactory to
the Administrative Agent and the Parent Borrower, among the applicable
Borrowers(s), the Administrative Agent and one or more Incremental Term Lenders and/or Incremental
Revolving Lenders. 
 “Incremental Equivalent Debt” has the meaning set forth in Section 6.01(bb). 

“Incremental Facility” means any facility established by the Lenders pursuant to Section 2.20. 

“Incremental Facility Activation Notice” means a notice substantially in the form of Exhibit E. 

“Incremental Loans” has the meaning set forth in Section 2.20(a).
 
 “Incremental Revolving Commitment” means the Revolving Commitment, or
if applicable, additional revolving commitments under this Agreement, of any Lender, established pursuant to Section 2.20, to make Incremental Revolving Loans (and other revolving credit exposure available) to a Borrower.

 “Incremental
Revolving Facility” has the meaning set forth in Section 2.20(a) 

“Incremental Revolving Lender” means a Lender with an Incremental Revolving Commitment or an outstanding Incremental
Revolving Loan. 
 “Incremental Revolving Loans” means the Revolving Loans made by one or more Lenders to a Borrower
pursuant to Section 2.20. 

“Incremental Term
Facility” has the meaning set forth in Section 2.20(a). 

“Incremental Term Lender” means each Lender which holds an Incremental Term Loan. 

“Incremental Term Loans” means the Term Loans made by one or more Lenders to a Borrower pursuant to
Section 2.20. 

  
 CREDIT AGREEMENT, Page 27 









“Incurrence-Based
Amounts” has the meaning set forth in Section 1.10(g). 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money;
(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (other than customary reservations or retention of title under agreements with suppliers in the ordinary course of business); (d) all obligations of such Person in respect of the deferred purchase price of property (excluding
(i) accrued expenses, trade payables or similar obligations, (ii) earn-out or similar obligations until such obligation becomes a
liability on the balance sheet (other than footnotes thereto) in accordance with GAAP and is not paid within thirty (30) days of the date when due and (iii) in connection with purchase price hold-backs in the ordinary course of
business) which purchase price is due more than six months after the date of placing such property in service or taking delivery of title thereto; (e) all Indebtedness of others secured by
any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed; provided that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset as
determined by such Person in good faith on the date of determination and (ii) the amount of such Indebtedness of other Persons; (f) all Capital Lease Obligations of such Person; (g) all obligations, contingent or otherwise, of such
Person as an account party relative to the face amount in respect of
letters of credit, bankers’ acceptances or other similar instruments; (h) all obligations of such Person in respect of mandatory redemption or cash mandatory dividend rights on Disqualified Equity Interests; (i) all obligations of
such Person under any Swap Agreement; and (j) all Guarantees by such Person in respect of the foregoing clauses (a) through (i). The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms
of such Indebtedness provide that such Person is not liable therefor. The amount of the obligations of the Parent Borrower or any
SubsidiaryPerson in respect of any Swap Agreement shall, at any time of determination and for all purposes under this Agreement, be the maximum aggregate amount (giving effect to any netting agreements) that the Parent Borrower or such Subsidiaryany
Person would be required to pay if such Swap Agreement were terminated at such time giving effect to current market conditions notwithstanding any contrary treatment in accordance with GAAP. For
purposes of clarity and avoidance of doubt, (i) any joint and several
tax liabilities arising by operation of consolidated return, fiscal unity or similar provisions of applicable law shall not constitute Indebtedness for purposes
hereof.
and (ii) obligations which would otherwise constitute Indebtedness but which have been cash collateralized or amounts for
the repayment thereof placed in escrow or otherwise deposited in defeasance or discharge of such obligations shall not constitute Indebtedness to the extent of such cash collateral or amounts escrowed or otherwise deposited in defeasance or
discharge thereof. 
 “Indemnified Taxes” means Taxes other
than Excluded Taxes. 
 “Information Memorandum” means the Confidential
Information Memorandum dated September 2013 relating to the Parent Borrower and the
Transactions. 
 “Insolvent” with respect to any Multiemployer Plan, means the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA. 
 “Interest Charges” means for any period, the sum of the
following for the Parent Borrower and the Restricted Subsidiaries calculated on a consolidated basis in accordance with GAAP without duplication for such period: (a) the aggregate amount of interest, including payments in the nature of interest
under Capital Lease Obligations, paid in cash but excluding (i) any non-cash interest
expense attributable to the movement in the mark to market valuation of Swap Agreements or other derivative 

  
 CREDIT AGREEMENT, Page 28 








 
instruments pursuant to GAAP, amortization of deferred financing fees,
debt issuance costs, commissions, fees and expenses, (ii) any expensing of bridge, commitment and other financing fees, (iii) costs in connection with the Original Transactions and the Transactions and any annual administrative or other
agency fees and (iv) any discount, yield and/or interest component in respect of (A) any Receivables Facility (or portion thereof) representing an aggregate principal amount of obligations of $75,000,000 or less and/or (B) any
incentive, supplier finance or similar program entered into in the ordinary course of business; plus (b) on a pro forma basis calculated in the manner described in Section 1.10, the Interest Charges pursuant
to clause (a) above of each Prior Target (or, as applicable, the Interest Charges pursuant to clause (a) above of a Prior Target specifically attributable to the assets acquired from such Prior Target and continuing after
such acquisition), with pro forma adjustment thereto to reflect the incurrence of any additional or replacement Indebtedness in connection with the acquisition of such Prior Target or assets (determined at the prevailing interest rate on such
Indebtedness on the date incurred) and the payment of any Indebtedness of such Prior Target in connection with such acquisition, for any portion of such period occurring prior to the date of the acquisition of such Prior Target (or the related
assets, as the case may be); minus (c) the Interest Charges of each Prior Company pursuant to clause (a) above and, as applicable but without duplication, the Interest Charges pursuant to clause (a) above of the
Parent Borrower and each Restricted Subsidiary specifically attributable to all Prior Assets, with pro forma adjustment thereto to reflect the assumption, repayment or retirement of Indebtedness of the Parent Borrower or its Restricted Subsidiaries
in connection with the disposal of such Prior Company or Prior Assets, in each case for any portion of such period occurring prior to the date of the disposal of such Prior Companies or Prior Assets; provided that for the purposes of determining the Interest Coverage Ratio for the periods ending on the last day of each of the first, second and third fiscal
quarters following the Effective Date, Interest Charges for the relevant period shall be deemed to equal Interest Charges for such fiscal quarter (and, in the case of the latter two such determinations, for such fiscal quarter and each previous fiscal quarter ending after the Effective Date) multiplied by 4, 2 and 4/3, respectively.and calculated in the manner described in Section 1.10. 

“Interest Coverage Ratio” means, as of the end of any fiscal quarter, the ratio of: 

(a) Adjusted EBITDA for Parent Borrower and the Restricted Subsidiaries calculated on a consolidated basis in accordance with
GAAP for the period of four (4) consecutive fiscal quarters then ended, to 
 (b) Interest Charges for the period of
four (4) consecutive fiscal quarters then ended. 
 “Interest Election Request” means a request by the applicable
Borrower to convert or continue a Revolving Borrowing or Term Borrowing in accordance with Section 2.07. 

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each
March, June, September and December, (b) with respect to any Eurodollar Loan or CDOR Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing or CDOR Rate
Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and (c) with
respect to any Swingline Loan, the day that such Loan is required to be repaid. 
 “Interest Period” means with respect to
any Eurodollar Borrowing or CDOR Rate Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the applicable Borrower
may elect or twelve months if requested by the applicable Borrower and available to from all applicable Lenders, provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest


  
 CREDIT AGREEMENT, Page 29 








 
Period shall be extended to the next succeeding Business Day unless, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing. 
 “Interpolated Rate” has the meaning set forth in the definition of
“LIBO Rate”. 
 “Investment” has the meaning set forth in Section 6.04. 

“Issuing Bank” means JPMorgan Chase Bank, N.A., and, with respect to any Letters of Credit described on Schedule 1.01
and outstanding on the Effective Date, PNC Bank, N.A., Comerica Bank, TD Bank, N.A., each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i). The Issuing Bank may,
in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank and the Borrowers may, in their discretion, arrange for one or more Letters of Credit to be issued by one or more of the other Revolving
Lenders. In the event an Affiliate or other Revolving Lender issues a Letter of Credit hereunder under the terms of the foregoing sentence, the term “Issuing Bank” shall include any such Affiliate or Revolving Lender with respect to
Letters of Credit issued by such Affiliate or Revolving Lender, as applicable. 

“Judgment
Currency” has the meaning set forth in Section
1.06(h). 

“Latest Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Loan
or commitment hereunder at such time, including the latest maturity or expiration date of any then existing Term Loan, Incremental Term Loan, Revolving Commitment, Incremental Revolving Commitment, Refinancing Note or Refinancing Junior Loan. 

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

“LC Exposure” means, at any time, the sum of (a) the Dollar Equivalent of the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the Dollar Equivalent of the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender
at any time shall be its Applicable Percentage (or in the case of Letters of Credit denominated in an Alternative Currency, USD/Multicurrency Applicable Percentage) of the total LC Exposure at such time. 

“LC Reserve Account” has the meaning set forth in Section 11.02(a). 

“LCA Election” has
the meaning set forth in Section 1.10(c). 
 “LCA Test Time” has the meaning set forth in Section 1.10(c). 

“Lenders” means (a) for all purposes, the Persons listed on Schedule 2.01 and any other Person that shall have
become a party hereto pursuant to an Incremental Assumption Agreement or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise and (b) for purposes of the
definitions of “Swap Obligations”, “Deposit Obligations” and “Secured Parties” only, shall include any Person who was a Lender or an Affiliate of a Lender at the time a Swap Agreement or Deposit Obligation was entered
into by one or more of the Covered Parties, even though, at a later time of determination, such Person no longer holds 

  
 CREDIT AGREEMENT, Page 30 








 
any Commitments or Loans hereunder. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender. As a result of clause (b) of this definition,
the Swap Obligations and Deposit Obligations owed to a Lender or its Affiliates shall continue to be “Swap Obligations” and “Deposit Obligations”, respectively, entitled to share in the benefits of the Collateral as herein
provided, even though such Lender ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise. 
 “Letter of
Credit” means any letter of credit issued pursuant to this Agreement and any letter of credit described on Schedule 1.01 and outstanding on the Effective Date. 

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, (i) to the extent denominated in
dollars, the London interbank offered rate as administered by the British Bankers Association (or any other Person that takes over the administration of such rate) for dollars for a period equal in length to such Interest Period as displayed on
pages LIBOR01 or LIBOR02 of the Reuters Screen, (ii) to the extent denominated in Euro, the euro interbank offered rate administered by the Banking Federation of the European Union (or any other person which takes over the administration of
that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen and (iii) to the extent denominated in any Alternative Currency (other than Canadian Dollars), the London interbank offered rate as administered by the British
Bankers Association (or any other Person that takes over the administration of such rate) for such currency for a period equal in length to such Interest Period as displayed on the applicable Reuters Screen; (or, in the event such rate does not
appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion; in each case, the “Screen Rate”) at approximately 11:00 A.M., London time, two
(2) Business Days prior to the commencement of such Interest Period (or, with respect to Borrowings in Sterling, on the first Business Day of such Interest Period); provided, that, if the Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to the applicable currency, then the LIBO Rate
shall be the Interpolated Rate at such time. “Interpolated Rate” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal
to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which that Screen Rate is available in the applicable currency) that is shorter than the Impacted Interest Period and
(b) the Screen Rate for the shortest period (for which that Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time; provided that if the LIBO Rate (or any Interpolated Rate) is less than zero, such rate shall be deemed zero for purposes of this Agreement; provided
further that solely with respect to Term B Loans the LIBO Rate shall not be less than 0.75%. 

“Lien” means any mortgage, pledge, security interest, encumbrance, hypothecation, lien or charge of any kind in the nature of
security (including any conditional sale agreement, title retention agreement or lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien. 

“Limited Condition
Acquisition” means any acquisition or similar Investment permitted pursuant to this Agreement the consummation of which is not conditioned on the availability of, or on obtaining, third party financing, other than any acquisition of, or similar
Investment in, any Unrestricted Subsidiary. 
 “Loan Documents”
means this Agreement, the Guaranty Agreement, the U.S. Security Agreement, the Canadian Security Agreement, any promissory note delivered pursuant to Section 2.09(e) and any other document or instrument designated by the Parent Borrower and
the Administrative Agent as a “Loan Document”. 

  
 CREDIT AGREEMENT, Page 31 








 “Loan Obligations” means all obligations, indebtedness, and liabilities of the
Loan Parties, or any one of them, to the Administrative Agent and the Lenders arising pursuant to any of the Loan Documents or under any Ancillary Facility Document, whether now existing or hereafter arising, whether direct, indirect, related,
unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, the obligation of the Loan Parties to repay the Loans, the LC Disbursements and loans and other disbursements under any
Ancillary Facility Document, interest on the Loans, LC Disbursements and loans and other disbursements under any Ancillary Facility Document, and all fees, costs, and expenses (including reasonable attorneys’ fees and expenses) provided for in
the Loan Documents or under any Ancillary Facility Document. 
 “Loan Parties” means, collectively, the Borrowers and the
Subsidiary Loan Parties. 
 “Loans” means the loans made by the Lenders to the Borrowers pursuant to this Agreement. 

“Local Time” means, with respect to any extensions of credit hereunder denominated in dollars, Chicago time, with respect to
any extensions of credit hereunder denominated in Canadian Dollars, Toronto time, with respect to any extensions of credit hereunder denominated in Euro, London time and with respect to any extensions of credit hereunder denominated in any other
Alternative Currency, as agreed by the Administrative Agent and the Parent Borrower. 
 “Long
Stop Date” means the earliest of (a) the date that is six months after October 5, 2013, (b) the date of the closing of the Vion Acquisition without the use of the Term B Facility and (c) the Parent Borrower’s
termination, or the due and valid termination by the Vion Seller or Vion, of the Vion Acquisition Agreement. 

“Material Adverse Effect” means a material and adverse effect on (a) the business, assets, property, financial condition
or results of operations of the Parent Borrower and the Restricted Subsidiaries, taken as a whole, (b) the validity or enforceability of any of the Loan Documents or (c) the rights of or remedies available to the Administrative Agent or
any of the Lenders under any Loan Document. 
 “Material Indebtedness” means Indebtedness (other than the Loans and Letters
of Credit but including, without limitation, obligations in respect of one or more Swap Agreements) of any one or more of the Parent Borrower and the Restricted Subsidiaries
inwith an aggregate outstanding principal
amount (or termination value payable by the Parent Borrower or any Restricted Subsidiary) exceeding
$65,000,00075,000,000. 
 “Moody’s” means Moody’s Investors Service, Inc., or any successor
to the rating agency business thereof. 
 “Multicurrency LC Exposure” means, at any time, the sum of (a) the Dollar
Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit denominated in Alternative Currencies at such time plus (b) the Dollar Equivalent of the aggregate amount of all LC Disbursements in respect of such Letters of
Credit denominated in Alternative Currencies that have not yet been reimbursed by
or on behalf of any of the Borrowers at such time. The Multicurrency LC Exposure of any Revolving Lender at any time shall be its USD/Multicurrency Applicable Percentage of the total Multicurrency LC Exposure at such time. 

“Multicurrency Revolving Exposure” means, at any time, the sum of (a) the Dollar Equivalent of the principal amount of
the Multicurrency Revolving Loans outstanding at such time, (b) the Multicurrency LC Exposure outstanding at such time and (c) the Dollar Equivalent of the principal amount of the Swingline Loans denominated in Canadian Dollars and/or Euro
outstanding at such time. 

  
 CREDIT AGREEMENT, Page 32 








 “Multicurrency Revolving Loans” means the revolving loans denominated in Alternative Currencies made by Lenders holding USD/Multicurrency Revolving Commitments under Section 2.01.

 “Multicurrency Revolving Sublimit” means
$350,000,000500,000,000
. 
 “Multiemployer Plan” means a multiemployer plan as defined
in Section 4001(a)(3) of ERISA. 
 “Net Proceeds” means, with respect to any Prepayment Event (or, for purposes of the
Available Amount, the issuance of Equity Interests) (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds, but only as and when
received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all fees and out-of-pocket expenses (including underwriting discounts, investment banking fees, commissions, collection expenses and other customary transaction costs) paid or reasonably
estimated to be payable by the Parent Borrower and the Restricted Subsidiaries in connection with such event, (ii) in the case of a Disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation
or similar proceeding), the amount of all payments made by the Parent Borrower and the Restricted Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a
result of such event, and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Parent Borrower and the Restricted Subsidiaries, and the amount of any reserves established by the Parent Borrower and the Restricted
Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Parent Borrower). 

“New Senior Unsecured Notes” means
the 5.375% senior unsecured notes due 2022 in an aggregate principal amount not to exceed $1.3
billionof $500,000,000 (as of the
Fourth Amendment Date) issued on January 2, 2014 by the Parent Borrower for the purpose of consummating the Vion Acquisition, as amended, restated, refinanced, replaced or otherwise modified from time to time so long as the principal amount (or accreted value, if applicable) of such amended, restated, refinanced, replaced or modified Indebtedness
does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so amended, restated, refinanced, replaced or modified plus unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting
discounts, fees, commissions and expenses, associated with such amended, restated, refinanced, replaced or modified Indebtedness), except as otherwise permitted under
Section 6.01, (including any Permitted Refinancing Indebtedness
specifically designated as such by the Parent Borrower in respect thereof). 

“New Senior Unsecured Notes Documents” means the indenture or similar agreement governing the New Senior Unsecured Notes or
any similar agreement relating to any Permitted Refinancing Indebtedness specifically designated as such by the Parent Borrower in respect of the New Senior Unsecured Notes. 

“Non-consenting Lender” has the meaning set forth in Section 2.19(b). 

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

“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business
Day); provided that if none of such rates are 

  
 CREDIT AGREEMENT, Page 33 








 
published for any day that is a Business Day, the term “NYFRB
Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. (New York City time) on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by
it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement. 
 “Obligations” means all Loan
Obligations, the Swap Obligations and all Deposit Obligations. 
 “OFAC” has the meaning set forth in Section
3.18(b). 

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

“Original
Transaction” means the “Transactions” as defined in this Agreement immediately
prior to giving effect to the
Fourth Amendment. 

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document including any interest, additions to tax or penalties applicable thereto. 

“Parent Borrower” means Darling
InternationalIngredients Inc., a Delaware corporation. 
 “Parallel Debt” has the meaning set forth in
Section 10.19(a). 
 “Parallel Debt Loan Party” means any Loan Party that is party to a Loan Document providing for the granting of
a Lien and governed by the laws of Germany, The Netherlands or Belgium. 
 “Pari Passu Liens” means any Lien on the
Collateral granted to the Administrative Agent for the benefit of the Pari Passu Noteholders pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or any of the other Security Documents securing the Pari Passu Notes
Obligations. 
 “Pari Passu Notes” means the Senior Unsecured Notes due December 17, 2018 issued by the Parent
Borrower in the aggregate principal amount of $250,000,000, as amended, restated, refinanced, replaced or otherwise modified from time to time (including any Permitted Refinancing Indebtedness specifically designated as such by the Parent Borrower
in respect thereof). 
 “Pari Passu Notes Documents” means the Indenture dated December 17, 2010, among the Parent
Borrower, U.S. Bank National Association, as trustee and the other parties thereto or any similar agreement relating to any Permitted Refinancing Indebtedness specifically designated as such by the Parent Borrower in respect of the Pari Passu Notes.

 “Pari Passu Noteholders” means the holders of the Pari Passu Notes Obligations and any agent or trustee therefor. 

“Pari Passu Notes Obligations” means the “Obligations” (as such term is defined in the Pari Passu Notes Documents
as of the date of the Effective Date) of the Parent Borrower and its Subsidiaries arising under and in respect of the Pari Passu Notes and the other Pari Passu Notes Documents (including any “Obligations” arising under any Permitted
Refinancing Indebtedness specifically designated as such by the Parent Borrower in respect thereof). 

  
 CREDIT AGREEMENT, Page 34 








 “Pari Passu Notes Repayment Date” means the date on which the Pari Passu Notes
are repaid or otherwise redeemed in full (or irrevocable notice for the repayment or redemption thereof will be given to the extent accompanied by any prepayments or deposits required to defease, terminate and satisfy in full the Pari Passu Notes).

 “Participant” has the meaning set forth in Section 10.04(c)(i). 

“Participant Register” has the meaning set forth in Section 10.04(c)(ii). 

“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. 
 “Patriot Act” has the meaning
set forth in Section 10.18. 
 “PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Act” means the Pension Protection Act of 2006. 

“Pension Plan” means any Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA. 
 “Permitted
Acquisition Determination Method” has the meaning set forth in the definition of Incremental AmountSection 6.04(1).

 “Permitted Investments” means: 

(a) dollars, Euros, Canadian Dollars or the currency of any country having a credit rating of “A” (or the equivalent
thereof) or better from either S&P or Moody’s; 
 (b) securities issued or directly and fully guaranteed or insured
by the United States of America or the Government of Canada or any agency or instrumentality of the United States America or the Government of Canada (provided that the full faith and credit of the United States America or the Government of
Canada, as applicable, is pledged in support thereof), having maturities of not more than one year from the date of acquisition; 

(c) marketable general obligations issued by any state of the United States of America or province of Canada or any political
subdivision of any such state or province or any public instrumentality thereof maturing within one year from the date of acquisition thereof (provided that the full faith and credit of such state or province, as applicable, is pledged in
support thereof) and, at the time of acquisition, having a credit rating of “A” (or the equivalent thereof) or better from any of S&P or Moody’s; 

(d) certificates of deposit, time deposits, Eurodollar time deposits, overnight bank deposits or bankers’ acceptances
having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” (or
the equivalent thereof) by S&P or Moody’s, and having combined capital and surplus in excess of $500 million; 

  
 CREDIT AGREEMENT, Page 35 








 (e) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (b), (c) and (d) entered into with any bank meeting the qualifications specified in clause (d) above; 

(f) commercial paper rated at the time of acquisition thereof at least “A-1”
or the equivalent thereof by S&P or “P-1” or the equivalent thereof by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating
agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and 

(g) interests in any investment company or money market fund which invests 95% or more of its assets in instruments of the type
specified in clauses (a) through (f) above. 
 In the case of Investments by (x) any Restricted Subsidiary of the
Parent Borrower that is not organized under the laws of the United States of America or any State thereof or the District of Columbia (but which may include Investments made indirectly by the Parent Borrower or any Domestic Subsidiary), Permitted
Investments shall also include investments of the type and maturity described in clauses (a) through (g) above of foreign obligors, which investments or obligors have the ratings described in such clauses or equivalent ratings
from comparable foreign rating agencies and (y) the Parent Borrower or any other Restricted Subsidiary, other currencies, to the extent obtained by the Parent Borrower or applicable Restricted Subsidiary in the ordinary course of operations or
for the purpose of consummating transactions otherwise permitted hereunder, and other short-term investments utilized by the Parent Borrower or such Restricted Subsidiary in the ordinary course of business and in accordance with normal investment
practices for cash management in investments substantially similar to the foregoing investments in clauses (a) through (g) above. 

“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to
refinance, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principal
amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium thereon, any
committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated with such Permitted Refinancing Indebtedness), except as otherwise permitted under Section 6.01, (b) subject to exceptions customary for bridge financings (to the extent convertible on customary terms into a permanent instrument otherwise
meeting the conditions in this clause (b)), the final maturity date of such Permitted Refinancing Indebtedness is no earlier than the final maturity date of the Indebtedness being refinanced,
(c) if the original Indebtedness being Refinanced is by its terms subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to the Obligations on terms at least as
favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, taken as a whole, (d) no Permitted Refinancing Indebtedness shall have obligors or contingent obligors that were not obligors or
contingent obligors (or that would not have been required to become obligors or contingent obligors) in respect of the Indebtedness being Refinanced except to the extent permitted under Section 6.04 and (e) if the
Indebtedness being Refinanced is (or would have been required to be) secured by any collateral of a Loan Party (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured
by such collateral on terms no less favorable, taken as a whole, to the Secured Parties than those contained in the documentation governing the Indebtedness being Refinanced, taken as a whole. 

  
 CREDIT AGREEMENT, Page 36 








 “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any
employee benefit plan as defined in Section 3(3) of ERISA, including any employee welfare benefit plan (as defined in Section 3(1) of ERISA), any employee pension benefit plan (as defined in Section 3(2) of ERISA), and any plan which
is both an employee welfare benefit plan and an employee pension benefit plan, and in respect of which any Loan Party or, with respect to Title IV of ERISA only, any ERISA Affiliate is (or, if such Plan were terminated, would under Section 4062
or Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Platform” means IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform. 

“PPSA” means the Personal Property Security Act (Ontario), as amended from time to time, together with all regulations
made thereunder; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by (i) a Personal Property
Security Act as in effect in a Canadian jurisdiction other than Ontario, or (ii) the Civil Code of Quebec, “PPSA” means the Personal Property Security Act as in effect from time to time in such other jurisdiction or the Civil Code of
Québec, as applicable. 
 “Prepayment Event” means: 

(a) any Disposition (including pursuant to a sale and leaseback transaction) of any asset of the Parent Borrower or any
Restricted Subsidiary under Section 6.05(o) or (u); or 
 (b) any casualty or other damage to, or any taking under
power of eminent domain or by condemnation or similar proceeding of, any asset of the Parent Borrower or any Restricted Subsidiary; or 

(c) the incurrence by the Parent Borrower or any Restricted Subsidiary of any Indebtedness other than Indebtedness permitted
under Section 6.01 and Indebtedness incurred with the consent of the Required Lenders. 
 “Prime
Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective. 
 “Prior Assets” means assets comprising a
division or branch of Parent Borrower or a Restricted Subsidiary disposed of in a transaction in accordance with this Agreement which would not make the seller a “Prior Company”. 

“Prior Company” means any Restricted Subsidiary whose Equity Interests, or all or substantially all of whose assets have been
disposed of, in a transaction in accordance with this Agreement. 
 “Prior Target” means all Targets acquired or whose
assets have been acquired in a transaction permitted by Section 6.04. 
 “Pro Forma Basis” means,
with respect to any proposed incurrence, assumption or repayment of Indebtedness,
acquisition or similar Investment, Disposition of all or substantially all of the assets or Equity Interests of any Subsidiary
(or any business unit, line of business or division of the Parent 

  
 CREDIT AGREEMENT, Page 37 








 
Borrower or any Restricted Subsidiary) not prohibited by this
Agreement, Restricted Payment or payment made pursuant to Section 6.08(b), designation of any Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary, as applicable, or other
transaction or event requiring the calculation of a financial metric on a
Pro Forma Basis, such financial metric calculated: (a) for the most recent four (4) fiscal quarter period then ended
for which internal financial statements have been prepared on a pro forma
basis as if thesuch incurrence, assumption or repayment of
Indebtedness, acquisition or similar Investment, Disposition, Restricted
Payment, payment made pursuant to Section 6.08(b), such Subsidiary designation or other transaction or event as applicable, had occurred as of the first day of such period, (b) to
include any Indebtedness incurred, assumed or repaid in connection therewith (assuming, to the extent such Indebtedness bears interest at a floating rate, the rate in effect at the time of calculation for the entire period of calculation, taking into account any hedging arrangements), (c) based on the assumption that any
sale of Subsidiaries or lines of businesssuch
Disposition which occurred during such period occurred on the first day of such period, and (d) with respect to an acquisition or similar
iInvestment, as if the Target were a “Prior Target” for purposes of calculating Adjusted EBITDA. and (e) for purposes of determining Consolidated Total Assets, the acquisition of any asset
or the Disposition of any asset described herein (including, in each case, cash and Permitted Investments), shall be deemed to have occurred as of the last day of
the applicable fiscal period with respect to any test or covenant for which such calculation is being made. 

“Pro Forma
Transaction” has the meaning set forth in Section 1.10(b). 

“Prohibited Transaction” has the meaning set forth in Section 406 of ERISA and Section 4975(f)(3) of the Code. 

“PWC Steps Memo” means the memorandum entitled “Darling International Inc.: Project Seabiscuit – Acquisition
Structuring” prepared by PriceWaterhouse Coopers LLP dated on or about the Vion Acquisition Closing Date and provided to
the Administrative Agent in connection with the Original Transactions.

 “Qualified
Equity Interests” means any Equity Interests that are not Disqualified Equity Interests. 

“Receivables
Assets” means any accounts receivable owed to the Parent Borrower or any Restricted Subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services or pursuant
to any other contractual right, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such accounts receivable and other
assets (including contract rights) which are of the type customarily transferred or in respect of which security interests are customarily granted in connection with securitizations of accounts receivable and which, in each case, are sold, conveyed,
assigned or otherwise transferred or in which a security interest is granted by the Parent Borrower or a Restricted Subsidiary to either (a) a Person that is not a Subsidiary of the Parent Borrower or (b) a Receivables Subsidiary that in turn
sells, conveys, assigns, grants a security interest in or otherwise transfers such Receivables Assets to a Person that is not a Subsidiary of the Parent Borrower. 

“Receivables
Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, all obligations in respect of which are non-recourse (except for customary
representations, warranties, guarantee, covenants and indemnities made in connection with such facilities) to the Parent Borrower and all Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Parent Borrower or any
Restricted Subsidiary sells, conveys, assigns, grants an interest in or otherwise transfers Receivables Assets to either (a) a Person that is not a Subsidiary of the Parent Borrower or (b) a Receivables  

  
 CREDIT AGREEMENT, Page 38 








 
Subsidiary that in turn sells, conveys, assigns, grants a security interest in or
otherwise transfers such Receivables Assets to a Person that is not a Subsidiary of the Parent Borrower; provided, that the aggregate principal amount of obligations outstanding under all Receivables Facilities shall not exceed $150,000,000 at any
one time outstanding. 

“Receivables
Subsidiary” means a special–purpose wholly owned Subsidiary of the Parent Borrower whose sole purpose is to purchase or otherwise receive interests in Receivables Assets from the Parent Borrower or any Restricted
Subsidiaries (other than a Receivables Subsidiary) and to resell, convey, assign, grant a security interest in or otherwise
transfer such Receivables Assets to a Person that is not a Subsidiary of the Parent Borrower pursuant to a Receivables Facility and which engages in no other activities other than the foregoing and other activities reasonably related
thereto. 

“Recipient” has
the meaning set forth in Section 2.17(h)(ii). 
 “Refinancing
Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Borrowers, the Administrative Agent and the Lenders providing Specified Refinancing Debt, effecting the incurrence of such Specified
Refinancing Debt in accordance with Section 2.22. 
 “Refinancing Junior Loans” means loans under
credit or loan agreements that are unsecured or secured by the Collateral of the relevant Loan Parties (or Collateral of a subset of the relevant Loan Parties) on a junior basis to the Credit Facilities, incurred in respect of a refinancing of outstanding Indebtedness of the Borrowers under the Credit Facilities; provided that, (a) if such Refinancing Junior
Loans shall be secured by a security interest in the Collateral, then such Refinancing Junior Loans shall be issued subject to customary intercreditor arrangements that are reasonably satisfactory to the Administrative Agent; (b) subject to exceptions customary for bridge financings (to the extent convertible on customary terms into a permanent instrument otherwise
meeting the conditions in this clause (b)), no Refinancing Junior Loans shall mature prior to the final maturity date of the Indebtedness being refinanced, or have a weighted average life to
maturity that is less than the weighted average life to maturity of the Indebtedness being refinanced thereby; (it being
agreed, for the avoidance of
doubt, that when calculating the weighted average life to maturity of such Indebtedness being refinanced, the effects of any
amortization or prepayments made on such Indebtedness vis-ά-vis the amortization schedule prior to the date of the
applicable refinancing shall be disregarded), (c) the borrower of the Refinancing Junior Loans shall be the Borrower with respect to the Indebtedness being refinanced or the Parent Borrower; (d) such Refinancing Junior Loans shall have pricing
(including interest, fees and premiums), optional prepayment and redemption terms as may be agreed to by the Parent Borrower and the lenders party thereto; (e) the other terms
and conditions (excluding those referenced in clauses (b) and (d) above) of such Refinancing
Facility or Refinancing Notes shall be substantially identical to, orJunior Loans shall not be materially more restrictive (taken as a whole) no more
favorablethan those with respect to
the relevant Loans and Commitments being refinanced or replaced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive), except terms (i) applicable only after the maturity date of the then
outstanding Loans and Commitments or (ii) consistent with then-current market terms for the applicable type of Indebtedness (as reasonably determined by the Parent Borrower) to the lenders providing such Refinancing Notes than, those applicable to the Loans or commitments being refinanced or replaced (except for covenants or other provisions applicable only
to periods after the latest final maturity date of the relevant Loans or commitments existing at the time of such refinancing or replacement in good faith, which determination shall be conclusive), provided that no financial maintenance covenant applicable to the Parent Borrower
may be added to the Refinancing Junior Loans pursuant to this clause (e)(ii) without also being included in this Agreement (which may be achieved by
an amendment solely among the Parent Borrower and the
Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)),
and, for the  

  
 CREDIT AGREEMENT, Page 39 








 
avoidance of doubt, it being understood that if such financial covenant is a
“springing” financial maintenance covenant applicable only to revolving Indebtedness, such financial covenant
shall be automatically included in this Agreement only for the benefit of each Revolving Facility and not for the benefit of any Credit Facility in respect of Term Loans hereunder; provided further, that documentation governing any Refinancing
Junior Loans may include such materially more restrictive terms so long as
the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such
terms for the benefit of the relevant Commitments and Loans (which may be achieved by an amendment solely among the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such
amendment)); (f) the Refinancing Junior Loans may not have guarantors, obligors or security in any case more extensive than that which applied to the applicable Loans being so refinanced; and
(g) the Net Cash Proceeds of such Refinancing Junior Loans shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans under the applicable Class of Loans being so refinanced in
accordance with Section 2.11. 
 “Refinancing Junior Loans Agreements” means,
collectively, the loan agreements, credit agreements or other similar agreements pursuant to which any Refinancing Junior Loans are incurred, together with all instruments and other agreements in connection therewith, as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, but only to the extent permitted under the terms of the Loan Documents. 

“Refinancing Notes” means one or more series of (i) senior unsecured notes or (ii) senior secured notes secured by
the Collateral of the relevant Loan Parties (or Collateral of a subset of the relevant Loan Parties) (x) on an equal and
ratable basis with the Credit Facilities or (y) on a junior basis to the Credit Facilities (to the extent then secured by such Collateral) in each case issued in respect of a refinancing of outstanding Indebtedness of a Borrower under any one
or more Classes of Term Loans; provided that, (a) if such Refinancing Notes shall be secured by a security interest in the Collateral, then such Refinancing Notes shall be issued subject to customary intercreditor arrangements that are
reasonably satisfactory to the Administrative Agent; (b) subject to exceptions for bridge financings (to the extent
convertible on customary terms into a permanent instrument otherwise meeting the conditions in this clause (b)), no Refinancing Notes shall mature prior to the date that is after the final
maturity date of, or have a weighted average life to maturity that is less than the weighted average life to maturity of, in each case, the Class of Term Loans being
refinanced (it being agreed, for the avoidance of doubt, that when calculating the weighted average life to maturity of such
Indebtedness being refinanced, the effects of any amortization or prepayments made on such Indebtedness vis-ά-vis the
amortization schedule prior to the date of the applicable refinancing shall be disregarded); (c) no Refinancing Notes shall be subject to any amortization prior to the final maturity thereof, or
be subject to any mandatory redemption or prepayment provisions or rights (except customary assets sale or change of control provisions); (d) such Refinancing Notes shall have pricing (including interest, fees and premiums), optional prepayment and
redemption terms as may be agreed to by the Parent Borrower and the lenders party thereto; (e) the other terms and conditions (excluding those referenced in clauses (b) and (d) above) of such Refinancing Facility or Refinancing Notes shall be substantially identical to,
ornot be materially more
restrictive (taken as a whole) no more
favorablethan those with respect to
the relevant Loans and Commitments being refinanced or replaced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive), except terms (i) applicable only after the maturity date of the then outstanding Loans and Commitments, or (ii) consistent with then-current market terms for the applicable type of Indebtedness
(as reasonably determined by the Parent Borrower) to the lenders providing such Refinancing Notes than, those applicable to the Loans or commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the relevant
Loans or commitments existing at the time of such refinancing or replacement
in good faith, which determination shall be conclusive), provided that no financial maintenance covenant applicable to the
Parent Borrower  

  
 CREDIT AGREEMENT, Page 40 








 
may be added to the Refinancing Notes pursuant to this clause (e)(ii) without
also being included in this Agreement (which may be achieved by an amendment solely
among the Parent Borrower and the
Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)),
and, for the avoidance of doubt, it being understood that if such financial covenant is a “springing” financial covenant applicable only to revolving Indebtedness, such financial covenant shall be automatically included in this Agreement only
for the benefit of each Revolving Facility and not for the benefit of any Credit Facility in respect of Term Loans hereunder; provided further, that documentation governing any Refinancing Notes may include such materially more restrictive terms so
long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such terms for the benefit of the relevant Commitments and Loans (which may be achieved by an amendment solely
among the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)); (f) the Refinancing Notes may not have guarantors, obligors or security in any case more extensive than that which applied to the applicable Term Loans being so refinanced and the borrower of the Refinancing
Notes shall be the Borrower with respect to the Indebtedness being refinanced; and (g) the Net Cash Proceeds of such Refinancing Notes shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of
outstanding Term Loans under the applicable Class of Term Loans being so refinanced in accordance with Section 2.11. 

“Refinancing Notes Indentures” means, collectively, the indentures or other similar agreements pursuant to which any
Refinancing Notes are issued, together with all instruments and other agreements in connection therewith, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but only to the extent permitted under
the terms of the Loan Documents. 
 “Register” has the meaning set forth in Section 10.04. 

“Related Business” means any business which is the same as or related, ancillary or complementary to, or a reasonable
extension or expansion of, any of the businesses of the Parent Borrower and its Restricted Subsidiaries on the EffectiveFourth
Amendment Date, including, for the avoidance of doubt, the Renewable Diesel Joint Venture. 

“Related Business Assets” means any property, plant, equipment or other assets (excluding assets that are qualified as
current assets under GAAP) to be used or useful by the Parent Borrower or a Restricted Subsidiary in a Related Business or capital expenditures relating thereto. 

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective partners,
directors, officers and employees of such Person and such Person’s Affiliates. 
 “Relevant Party” has the meaning set forth in Section 2.17(h)(ii). 

“Remaining Revolving Exposure” has the meaning set forth in Section 2.23(a). 

“Renewable Diesel Joint Venture” means one or more joint ventures formed with an Affiliate of Valero Energy Corporation in
connection with the building and/or operation of one or more renewable diesel facilities at various sites in the United States, including (x) any Subsidiary thereof and (y) any Subsidiary that is a holding company through which the Parent
Borrower or its Subsidiary holds its interests in such joint ventures and, in the case of an Unrestricted Subsidiary, has no material assets or operations unrelated to such joint ventures. 

  
 CREDIT AGREEMENT, Page 41 








 “Reorganization” means, with respect to any Multiemployer Plan, the condition
that such plan is in reorganization within the meaning of Section 4241 of ERISA. 
 “Reportable Event” means any
“reportable event,” as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA
has been waived, with respect to a Pension Plan. 
 “Repricing Transaction” means the voluntary prepayment, refinancing,
substitution or replacement (pursuant to Section 2.11(a) or, solely in the case of a Prepayment Event arising from the incurrence of Indebtedness refinancing the Term B Loans, Section 2.11(c)) of all or a portion of the Term B
Loans with the incurrence by the Parent Borrower or any of its Subsidiaries of any secured term loans with the primary purpose of having an effective interest cost or weighted average yield (with the comparative determinations to be made consistent
with generally accepted financial practices, after giving effect to margin, interest rate floors, upfront fees or original issue discount paid or payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity)
to all providers of such financing, but excluding the effect of any arrangement, commitment, structuring, syndication or underwriting and any amendment fees payable in connection therewith that are not shared with all providers of such financing,
and without taking into account any fluctuations in the Eurodollar Rate) that is less than the effective interest cost or weighted average yield (as determined on the same basis) of such Term B Loans, including without limitation, as may be effected
through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, such Term B Loans (in any case, other than in connection with a Change of Control). 

“Required Lenders” means, at any time, Lenders having Revolving Exposures, Term Loans and unused Commitments representing
more than 50% of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at such time. 
 “Required
TLA/RC Lenders” means, at any time, Lenders having Revolving Exposures, Term A Loans and unused Commitments in respect thereof representing more than 50% of the sum of the total Revolving Exposures, outstanding Term A Loans and unused
Commitments in respect thereof at such time. 
 “Required TLB Lenders” means, at any time, Lenders having Term B Loans and
unused Commitments in respect thereof representing more than 50% of the sum of the total outstanding Term B Loans and unused Commitments in respect thereof at such time. 

“Responsible Officer” means the chief executive officer, president, any vice president, any Financial Officer or Secretary of
the Parent Borrower (or such other entity to which such reference relates). 
 “Restricted Indebtedness” has the meaning
set forth in Section 6.08(b). 
 “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in the Parent Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Parent Borrower or any Restricted Subsidiary. 

“Restricted Subsidiaries” means the Subsidiary Loan Parties and each other Subsidiary of any Borrower that is not an
Unrestricted Subsidiary. The Parent Borrower may designate any Unrestricted Subsidiary as a Restricted Subsidiary at any time by written notice to the Administrative Agent if after 

  
 CREDIT AGREEMENT, Page 42 








 
giving effect to such designation, the Parent Borrower is in compliance with the fFinancial
cCovenants herein on a Pro Forma Basis, no Default exists or would otherwise result therefrom and the Parent Borrower complies with the obligations under clause (b) of Section 5.10. 

“Revaluation Date” has the meaning set forth in Section 1.06(e) 

“Revolving Availability Period” means the period from and including the Effective Date to but excluding the earlier of the
Revolving Maturity Date and the date of termination of the Revolving Commitments. 
 “Revolving Commitment” means the
USD/Multicurrency Revolving Commitment and USD Only Revolving Commitment. The aggregate amount of the Lenders’ Revolving Commitments as of the EffectiveFourth
Amendment Date is $1,000,000,000. 
 “Revolving Exposure”
means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time. 

“Revolving Facility” means the Revolving Commitments and the extensions of credit made thereunder. 

“Revolving Lender” means, as of any date of determination, each Lender with a Revolving Commitment or, if the Revolving
Commitments have terminated or expired, a Lender with Revolving Exposure. 
 “Revolving Loan” means a USD/Multicurrency
Revolving Loan and/or a USD Only Revolving Loan, as the context may require. 
 “Revolving Maturity Date” means September 27, 2018.the earlier of (a) 
December 16, 2021 and (b) if any Term B Loans (or refinancing, extension or replacement of the Term B Loans)
are outstanding on the date that is 91 days prior to the Term B Loan Maturity Date (as such date may be extended pursuant to the terms hereof, and including any similar term with respect to any refinancing, extension or replacement of the Term B
Loans), the date that is 91 days prior to such Term B Loan Maturity Date. 

“Revolving Outstandings” shall mean, with respect to any Lender at any time, the Revolving Exposure and if the Lender is also
an Ancillary Lender, the Ancillary Facility Exposure in respect of Ancillary Facilities provided by such Ancillary Lender. 

“Rothsay” means the assets and property acquired by the Parent Borrower and/or one of its Affiliates pursuant to the Rothsay
Acquisition Agreement. 
 “Rothsay Acquisition” means the acquisition by the Parent Borrower and/or its Affiliates of
Rothsay pursuant to the Rothsay Acquisition Agreement. 
 “Rothsay Acquisition Agreement” means that certain Acquisition
Agreement (together with all exhibits, schedules and disclosure letters thereto), dated as of August 23, 2013 between Maple Leaf Foods Inc. (the “Rothsay Seller”) and the Parent Borrower. 

“Rothsay Acquisition Closing Date” means October 24, 2013. 

  
 CREDIT AGREEMENT, Page 43 








 “Rothsay Material Adverse
Effect” means any event, change or effect that, when taken individually or together with all other events, changes and effects, is, or would reasonably be expected to be, materially adverse to the business, financial
condition, or results of operations of Rothsay, taken as a whole, or will prevent consummation of the transactions contemplated under the Rothsay Acquisition Agreement or otherwise will prevent the Parent Borrower or the Seller (as defined in the
Rothsay Acquisition Agreement) from performing its obligations under the Rothsay Acquisition Agreement in any material respect; provided, however, that none of the following (either alone or in combination) shall be deemed to constitute, and none of
the following shall be taken into account in determining whether there has been or will be a Rothsay Material Adverse Effect: (a) any failure to meet internal projections (provided that the underlying cause or causes of such failure may be
taken into account in determining whether a Rothsay Material Adverse Effect has occurred); or (b) any event, change or effect (including any litigation, loss of employees, cancellation or delay in customer orders, reduction in revenues or
income, or disruption of business relationships) arising from or attributable or relating to: (i) the announcement or pendency of the transactions contemplated by the Rothsay Acquisition Agreement, (ii) conditions affecting the industry in
which Rothsay operates, (iii) conditions affecting Canadian or United States’ economies or financial markets, (iv) war, act of terrorism, civil unrest or similar event, (v) compliance with the terms of, or taking any action
required by, the Rothsay Acquisition Agreement, (vi) the taking of any action approved by, or consented to by, the Parent Borrower and the Commitment Parties in writing, (vii) any change in applicable laws, rules or regulations, and any
changes in the interpretation thereof, or (viii) any matter that is disclosed clearly, fully and accurately in the Seller’s disclosure letter delivered to the Parent Borrower by the Seller concurrently with the execution and delivery of
the Rothsay Acquisition Agreement, and, as to each such matter, the implications as to materiality are clear in the disclosure item, and the underlying facts relating thereto remain unchanged prior to the Closing; provided, however, that, solely
with respect to the foregoing clause (viii), if either (a) a matter disclosed in such disclosure letter is disclosed vaguely, ambiguously, inaccurately or incompletely or (b) a change occurs with respect to the underlying facts relating to a
matter that is disclosed in such disclosure letter, then, in either case, such matter shall no longer be included in the exclusion from the definition of “Rothsay Material Adverse Effect” set forth in the foregoing clause (viii); provided,
further, that, in the case of each of clauses (ii), (iii), (iv) and (vii), such event, change or effect does not disproportionately affect Rothsay relative to other businesses operating in the same industry in Canada. 

“Rothsay Seller” has the meaning set forth in the definition of “Rothsay Acquisition Agreement”. 

“S&P” means Standard & Poor’s Financial Services, LLC., or any successor to the ratings agency business
thereof. 
 “Schedule I Lender” means a Lender which is a Canadian chartered bank listed on Schedule I to the Bank
Act (Canada), R.S.C., 1985, c. B-2, as amended. 
 “Second
Amendment” means the Second Amendment to the Second Amended and Restated Credit Agreement
dated as of September 23, 2015, among Darling Ingredients Inc., the other Borrowers party thereto, each of the Lenders which are parties thereto and the
Administrative Agent. 
 “Second Amendment Effective
Date” means the “Amendment Effective Date” (as defined in the Second Amendment). 

“Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) Total Indebtedness secured by a Lien
minus (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of the undrawn face amount of letters of credit, bankers acceptances or similar instruments (including the Letters of Credit) outstanding as of such date
and (ii) any such obligations described in clause (a)(i) which have been drawn and reimbursed within three
(3) Business Days to (b) Adjusted EBITDA for the four fiscal quarter period most recently ended. 

  
 CREDIT AGREEMENT, Page 44 








 “Secured Parties” means (a) the Administrative Agent, the Lenders and each
Affiliate of a Lender who is owed any portion of the Obligations, (b) the Pari Passu Noteholders and (c) each Ancillary Lender. 

“Security Documents” means the U.S. Security Agreement, the Canadian Security Agreement, each Foreign Security Agreement and
each other security agreement or other instrument or document executed and delivered pursuant to Section 5.10 to secure any of the Obligations or Foreign Obligations, as applicable. 

“Specified Foreign Subsidiaries” has the meaning set forth in the definition of “Excluded Subsidiaries.” 

“Specified Obligations” means Obligations consisting of the principal and interest on Loans, reimbursement obligations in
respect of LC Disbursements and fees. 
 “Specified Refinancing Debt” has the meaning set forth in Section 2.22(a).

 “Specified Refinancing Revolving Loans” means Specified Refinancing Debt constituting revolving loans. 

“Specified Refinancing Term Loans” means Specified Refinancing Debt constituting term loans. 

“Spot Rate” means, on any day, with respect to any currency in relation to dollars, the rate at which such currency may be
exchanged into dollars, as set forth at approximately 12:00 noon, London time, on such date on the Reuters World Currency Page for such currency. In the event that such rate does not appear on the applicable Reuters World Currency Page, the Spot
Rate shall be calculated by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the
Parent
Borrowers, or, in the absence of such agreement, such Spot Rate shall instead be the arithmetic average of the spot
rates of exchange of the Administrative Agent, at or about 11:00 a.m., London time, on such date for the purchase of dollars for delivery two
(2) Business Days later; provided that if, at the time of any
such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the
Parent Borrowers, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent
manifest error. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the
Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar
Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D
or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

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

“Subject Person” has the meaning set forth in the definition of “Consolidated Net Income”. 

  
 CREDIT AGREEMENT, Page 45 








 “Subordinated Indebtedness” means any Refinancing Junior Loans and any Indebtedness of the Parent Borrower or any Restricted Subsidiary that is by its terms
contractually subordinated in right of payment to any of the Obligations; provided that, Refinancing Junior Loans shall not be
Subordinated Indebtedness. 
 “Subordinated Indebtedness
Documents” means the documentation governing any Subordinated Indebtedness. 
 “subsidiary” means, with respect to
any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity of which securitiesstock or other ownership interests representing more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership interests (in each case other than stock or
other ownership interests having such power only by the happening of a contingency) to elect the board of directors, managers or similar Persons performing such functions are, as of such date,
owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 

“Subsidiary” means, unless otherwise specified, any subsidiary of the Parent Borrower. 

“Subsidiary Borrowers” means the Canadian Borrower, the Dutch Parent Borrower, the VionDutch Subsidiary
 Borrowers, the German Subsidiary Borrower and any Additional Borrowers.

 “Subsidiary Loan Party” means each Restricted Subsidiary that has become a party to the Guaranty Agreement. 

“Supplier” has the
meaning set forth in Section 2.17(h)(ii). 
 “Swap Agreement”
means any agreement with respect to any swap, cap, collar, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing
for payments only on account of services provided by current, former or future directors, officers, members of management, employees or consultants of the Parent Borrower or the Subsidiaries shall be a Swap Agreement. 

“Swap Obligations” means all obligations, indebtedness, and liabilities of the Covered Parties, or any one of them, to any
Lender or any Affiliate of any Lender which have been designated by the Parent Borrower by written notice to the Administrative Agent as entitled to the security of the Collateral and which arise pursuant to any Swap Agreements with the Covered
Parties, or any one of them, whether now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, without limitation, all fees, costs,
and expenses (including reasonable attorneys’ fees and expenses) provided for in such Swap Agreements. 
 “Swingline
Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage (or in the case of Swingline Loans denominated
in Canadian Dollars or Euro), its USD/Multicurrency Applicable Percentage) of the total Swingline Exposure at such time. 

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder. 

  
 CREDIT AGREEMENT, Page 46 








 “Swingline Loan” means a Loan made pursuant to
Section 2.04. 
 “Syndication Agents” has the meaning set forth in the preamble hereto, and also includes the financial institutions identified as “Syndication Agents” in the Fourth Amendment. 
 “Target” means the Person who is
to be acquired, in whose Equity Interests an Investment is to be made or whose assets are to be acquired in ana Permitted aAcquisition
permitted by clause (l) or clause (s) of Section
6.04or similar Investment. 
 “Taxes” means all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental Authority including any interest, additions to tax or penalties applicable thereto. 

“Term A Commitment” means the USD Term A Commitment and the CAD Term A Commitment. 

“Term A Facility” means the USD Term A Commitments and the CAD Term A Commitments and the extensions of credit made
thereunder. 
 “Term A Lender” means, as of any date of determination, each Lender with a Term A Commitment or an
outstanding Term Loan. 
 “Term A Loan Maturity Date” means
September 27,
2018.the earlier of (a) December 16, 2021 and (b) if any Term B Loans (or refinancing, extension or
replacement of the Term B Loans) are outstanding on the date that is 91 days prior to the Term B Loan Maturity Date (as such date may be extended pursuant to the terms hereof, and including any similar term with respect to any refinancing,
extension or replacement of the Term B Loans) the date that is 91 days prior to such Term B Loan Maturity Date. 

“Term A Loans” means a Loan made pursuant to clause (a), or clause (b) of
Section 2.01 or an Incremental Term Loan designated as such. 
 “Term B Commitment” means the
Term B USD Commitment and the Term B EUR Commitment. 
 “Term B EUR Commitment” means, with respect to each Lender, the
commitment, if any, of such Lender to make Term B EUR Loans hereunder, expressed as an amount representing the maximum principal amount of the Term B EUR Loans to be made by such Lender hereunder, as such commitment may be (a) reduced from time
to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 and (c) established or increased from time
to time pursuant to an Incremental Assumption Agreement. The initial amount of each Lender’s Term B EUR Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which
such Lender shall have assumed its Term B EUR Commitment, as applicable. The initial aggregate amount of the Lenders’ Term B EUR Commitments is €510,000,000. 

“Term B EUR Facility” means the Term B EUR Commitments and the extensions of credit made thereunder. 

“Term B EUR Lender” means a Lender with a Term B EUR Commitment or an outstanding Term B EUR Loan. 

  
 CREDIT AGREEMENT, Page 47 








 “Term B EUR Loans” means a Loan made pursuant to clause (d) of
Section 2.01 or an Incremental Term Loan designated as a Term B EUR Loan and denominated in Euro. 
 “Term
B Facility” means the Term B Commitments and the extensions of credit made thereunder. 
 “Term B Lender” means a
Lender with a Term B Commitment or an outstanding Term B Loan. 
 “Term B Loan Maturity Date” means the date that is 7 years from the Vion Acquisition Closing
DateJanuary 6, 2021. 

“Term B Loans” means a Loan made pursuant to clauses (c) and/or (d) of
Section 2.01 or an Incremental Term Loan designated as a Term B Loan and denominated in dollars or Euro, as applicable. 

“Term B USD Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Term B USD Loans
hereunder, expressed as an amount representing the maximum principal amount of the Term B Loans to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b)
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 and (c) established or increased from time to time pursuant to an Incremental Assumption Agreement. The
initial amount of each Lender’s Term B USD Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Term B USD Commitment, as
applicable. The initial aggregate amount of the Lenders’ Term B USD Commitments is $600,000,000. 
 “Term B USD
Facility” means the Term B USD Commitments and the extensions of credit made thereunder. 
 “Term B USD Lender”
means a Lender with a Term B USD Commitment or an outstanding Term B USD Loan. 
 “Term B USD Loans” means a Loan made
pursuant to clause (c) of Section 2.01 or an Incremental Term Loan designated as a Term B USD Loan and denominated in dollars. 

“Term Commitment” means the Term B Commitment and the Term A Commitment. 

“Term Facility” means the Term B Commitments, the USD Term A Commitments and the CAD Term A Commitments and the extensions of
credit made thereunder. 
 “Term Lender” means, as of any date of determination, each Lender with a Term Commitment or an
outstanding Term Loan. 
 “Term Loans” means a Loan made pursuant to clause (a), clause (b), clause
(c) and/or clause (d) of Section 2.01 or an Incremental Term Loan. 
 “Threshold
Amount” means
$65,000,00075,000,000. 
 “Total Indebtedness” means, at the time of determination, the sum of the
following determined for Parent Borrower and the Restricted Subsidiaries on a consolidated basis (without duplication) in accordance with GAAP: (a) all obligations for borrowed money; plus (b) all Guarantees of obligations for
borrowed money; plus (c) all Capital Lease Obligations and purchase money indebtedness; plus (d) all obligations, contingent or otherwise, of such Person as an account party in respect of the undrawn face


  
 CREDIT AGREEMENT, Page 48 








 
amount of letters of credit, bankers acceptances or similar instruments. The
parties acknowledge that any obligations under any Receivables Facilities (or a portion thereof) representing an aggregate principal amount of obligations of $75,000,000 or less will not be included in the calculation of Total
Indebtedness. 
 “Total Leverage Ratio” means, as of any date
of determination, the ratio of (a) Total Indebtedness minus
(i) all obligations, contingent or otherwise, of such Person as an account
party in respect of the undrawn face amount of letters of credit, bankers acceptances or similar instruments (including the Letters of Credit) outstanding as of such date
and (ii) any such obligations described in clause (a)(i) which have been drawn and reimbursed within three
(3) Business Days to (b) Adjusted EBITDA for the four fiscal quarter period most recently ended. 

“Transactions” means the Vion Acquisition,
the Rothsay Acquisition, the execution, 
 “Transactions” means the execution, delivery and performance by each Loan
Party of the Loan Documents (as amended, restated, amended and restated, supplemented, extended, renewed, replaced, refinanced
or otherwise modified by the Fourth Amendment) to which it is to be a party, the borrowing of Loans and the issuance of Letters of Credit hereunder, the issuance of the New Senior Unsecured Notes and the issuance of Equity Interests and in each case, the use of the proceeds
thereof and the payment of fees and expenses in connection with the foregoing. 
 “Type”, when used in reference to
any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate, the CDOR Rate or the Canadian Prime Rate. 

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the
effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York,
“UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority. 
 “Unrestricted Subsidiaries” means Insurance Company of Colorado, Inc. and each
other Subsidiary of the Parent Borrower (other than a Borrower) designated by the Parent Borrower pursuant to written
notice provided to the Administrative Agent as an “Unrestricted Subsidiary” and, in each case, any Subsidiary of such
Unrestricted Subsidiary, it being agreed that, in each case, such Subsidiary also shall have been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under any New Senior Unsecured Notes, Incremental
Equivalent Debt, Refinancing Notes or any Refinancing Junior Loans and any Permitted Refinancing of any of the foregoing (and successive Permitted Refinancing Indebtedness thereof); provided the Parent Borrower shall not be permitted to
designate any Subsidiary as an Unrestricted Subsidiary if after giving effect to such designation, the Parent Borrower is not projected to be in compliance with the financial covenants herein on a Pro Forma Basis or if a Default exists or would
otherwise result therefrom. As of the Effective Date, Fourth Amendment Date, Insurance Company of Colorado, Inc., Darling Green Energy LLC, a Delaware limited liability company, and Rosellen Marine,
Ltd., a Cyprus corporation, have each been designated as an Unrestricted Subsidiary. 
 “USD/Multicurrency Applicable
Percentage” means, with respect to any USD/Multicurrency Revolving Lender, subject to Section 2.21, the percentage of the total USD/Multicurrency Revolving Commitments represented by such Lender’s
USD/Multicurrency Revolving Commitment. If the USD/Multicurrency Revolving Commitments have terminated or expired, the USD/Multicurrency Applicable Percentages shall be determined based upon the USD/Multicurrency Revolving Commitments most recently
in effect, giving effect to any assignments. 

  
 CREDIT AGREEMENT, Page 49 








 “USD/Multicurrency Revolving Commitment” means, with respect to each Lender, the
commitment, if any, of such Lender to make USD/Multicurrency Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 and (c) as established or increased from time to time pursuant
to an Incremental Assumption Agreement. The amount of each Lender’s USD/Multicurrency Revolving Commitment as of the EffectiveFourth
Amendment Date is set forth on Schedule 2.01 as modified by Annex II
to the Fourth Amendment. The aggregate amount of the Lenders’ USD/Multicurrency Revolving Commitments as of the
EffectiveFourth Amendment Date is
$914,814,814.81948,315,880.60. 
 “USD/Multicurrency Revolving Exposure” means, with respect to any Lender at
any time, the sum of the outstanding principal amount of such Lender’s USD/Multicurrency Revolving Loans and its LC Exposure and Swingline Exposure at such time. 

“USD/Multicurrency Revolving Facility” means the USD/Multicurrency Revolving Commitments and the extensions of credit made
thereunder. 
 “USD/Multicurrency Revolving Lender” means, as of any date of determination, each Lender with a
USD/Multicurrency Revolving Commitment or, if the USD/Multicurrency Revolving Commitments have terminated or expired, a Lender with USD/Multicurrency Revolving Exposure. 

“USD/Multicurrency Revolving Loan” means a Loan made pursuant to clause (e) of
Section 2.01 or an Incremental Revolving Loan made under the USD/Multicurrency Revolving Facility. 
 “USD
Only Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make USD Only Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, as such commitment may
be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 and (c) as
established or increased from time to time pursuant to an Incremental Assumption Agreement. The amount of each Lender’s USD Only Revolving Commitment as of the
EffectiveFourth Amendment Date is set forth on Schedule 2.01 as modified by Annex II to the Fourth
Amendment. The aggregate amount of the Lenders’ USD Only Revolving Commitments as of the EffectiveFourth
Amendment Date is
$85,185,185.1951,684,119.40. 
 “USD Only Revolving Exposure” means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender’s USD Only Revolving Loans and its LC Exposure and Swingline
Exposure, in each case, under the USD Only Revolving Commitment, at such time.

 “USD Only Revolving Facility”
means, the USD Only Revolving Commitments and the extensions of credit made
thereunder. 
 “USD Only Revolving Lender” means, as of any date of determination, each Lender with a USD Only
Revolving Commitment or, if the USD Only Revolving Commitments have terminated or expired, a Lender with USD Only Revolving Exposure. 

“USD Only Revolving Loan”
means, a Loan made pursuant to clause (f) of
Section 2.01 or an Incremental Revolving Loan made under the USD Only Revolving Facility. 
 “USD
Term A Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make USD Term A Loans hereunder, expressed as an amount representing the maximum 

  
 CREDIT AGREEMENT, Page 50 








 
principal amount of the USD Term A Loans to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b)
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 and (c) established or increased from time to time pursuant to an Incremental Assumption Agreement. The
initial amount of each Lender’s USD Term A Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its USD Term A Commitment, as
applicable. The initial aggregate amount of the Lenders’ USD Term A Commitments is $200,000,000. 
 “USD Term A
Facility” means, the USD Term A Commitments and the extensions of credit
made thereunder. 
 “USD Term A Lender” means a Lender with a USD Term A Commitment or an outstanding USD Term A
Loan. 
 “USD Term A Loans” means a Loan made pursuant to clause (a) of Section 2.01
or an Incremental Term Loan designated as a USD Term A Loan denominated in
dollars. 
 “U.S. Security Agreement” means an agreement, substantially in the form of Exhibit C, executed by
the Loan Parties. 
 “VAT” means any Tax imposed in compliance with the Council Directive of November 28, 2006 on the
common system of value added tax (EC Directive 20061112) and any other Tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such Tax referenced above, or imposed elsewhere.

 “Vion” means the entities, assets and property acquired by the Parent Borrower and/or one of its Affiliates pursuant to
the Vion Acquisition Agreement. 
 “Vion Acquisition” means the acquisition by the Parent Borrower and/or its Affiliates of
Vion pursuant to the Vion Acquisition Agreement. 
 “Vion Acquisition Agreement” means the Sale and Purchase Agreement
(together with all exhibits, schedules and disclosure letters thereto) dated October 5, 2013 between Vion Holding N.V. (the “Vion Seller”) and Parent Borrower. 

“Vion Acquisition Closing Date” means the date on which the conditions
specified in Section 4.03 are satisfied (or waived in accordance with Section 10.02)January 6,
2014. 
 “Vion Dutch Opco” means any direct subsidiary of Dutch Parent Borrower immediately upon the occurrence of the
Vion Acquisition Closing Date. 
 “Vion Seller” has the meaning set forth in the definition of “Vion Acquisition Agreement”means Vion Holding
N.V. 
 “Vion Subsidiary
Borrower Joinder Date” means, the date on which (a) the applicable Vion Subsidiary Borrower becomes a party to this Agreement by
delivering to the Administrative Agent an executed counterpart to a Foreign Security
Agreement and an executed counterpart to a joinder agreement in form and substance reasonably acceptable to the Administrative Agent to each of this Agreement and the Guaranty Agreement (it being agreed that the Lenders hereby authorize the
Administrative Agent to execute and deliver any such joinder agreement) and (b) the
Administrative Agent shall have received 

  
 CREDIT AGREEMENT, Page 51 








 
documents, certificates and other deliverables with respect to the applicable Vion Subsidiary
Borrower consistent in scope with such items delivered pursuant to Sections 4.01(b),
(c) (or (d) in the case of Dutch Subsidiary Borrowers) and (e), as applicable, on the Effective Date with respect to the
other Loan Parties. 

“Vion Subsidiary Borrowers” means, after the applicable Vion
Subsidiary Borrower Joinder Date, each of Vion Ingredients International (Holding) B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands and the German Subsidiary Borrower, in
each case to the extent such Person has become party to this agreement pursuant to applicable joinder documentation. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Title IV of ERISA. 
 “Withholding Agent” means any Loan Party or the
Administrative Agent. 

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

Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a “Revolving Loan” or a “Term B Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan” or “Eurodollar Term B
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing” of “Term B Loan Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type
(e.g., a “Eurodollar Revolving Borrowing” or “Eurodollar Term B Loan Borrowing”). 
 Section 1.03 Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word
“shall”. The word “or” shall not be exclusive. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document (including any Loan Document) herein shall be construed as referring to such agreement, instrument or other document (including any
Loan Document) as from time to time amended, restated, amended and restated, supplemented, extended, renewed, replaced, refinanced or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements,
supplements, extensions, renewals, replacements, refinancings or modifications set forth herein), (b) any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns,
(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof or thereof, (d) all
references herein or in any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be construed to refer to Articles and Sections, clauses and paragraphs of, and Exhibits and Schedules to, this Agreement or such Loan
Document, as applicable, and (e) the words “asset” and “property”, when used in any Loan
Document, 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., (f) any reference to any law, rule or regulation in any
Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, superseding or interpreting such law and
(g) the terms “license” and “lease” shall include sublicense and sublease, respectively. 

  
 CREDIT AGREEMENT, Page 52 








 For purposes of determining compliance at any time with
Sections 6.01, 6.02, 6.03, 6.04,
6.05, 6.06, 6.07,
6.08 and 6.09, in the event that any Indebtedness, Lien, Restricted Payment, Restricted
Debt Payment, contractual restriction, Investment, Disposition or Affiliate
transaction, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01,
6.02, 6.03, 6.04, 6.05, 6.06,
6.07,
6.08 and 6.09, the Parent Borrower, in its sole discretion, from time to time, may classify or
reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category. For purposes of determining the permissibility of any
action, change, transaction or event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the Total Leverage Ratio,
the Senior Secured Leverage Ratio or the amount of Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the
case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is
consummated or such event occurs, as the case may be. 
 Section 1.04 Accounting Terms; GAAP. Except as
otherwise expressly provided herein, all terms of an accounting or financial nature that are used in calculating any financial ratio or
test (including the Total Leverage Ratio, the Secured Leverage Ratio, the
First Lien Leverage Ratio, the Interest Coverage Ratio and the amount of Adjusted EBITDA or
the amount of Consolidated Total Assets (or any component definitions of
any of the foregoing)) shall be construed and interpreted in accordance
with GAAP, as in effect on the Effective Date unless otherwise agreed to by the Parent Borrower and the Required Lenders; provided that, if the Parent Borrower notifies the Administrative Agent that the Parent Borrower requests an amendment
to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or the application thereof on the operation of such provision (or if the Administrative Agent notifies the Parent Borrower that the Required
Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP
(or the application thereof) as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 

Notwithstanding the foregoing, (a) Capital Lease Obligations shall be excluded from (i) the calculation of Interest Charges, (ii) for the
purposes of calculating the Total Leverage Ratio, Secured Leverage Ratio, the First Lien Leverage Ratio and Total Indebtedness, (iii) for the purposes of Section 6.01, Indebtedness and (iv) Section 6.04(o) (to the extent recharacterized as a Capital Lease Obligation after such lease
is entered into), in each case, to the extent such Capital Lease Obligations would have been characterized as operating leases based on GAAP as of the Effective Date and (b) for purposes of determining compliance with any covenant (including
the computation of any financial covenant) contained herein, Indebtedness of the Parent Borrower and its Subsidiaries shall be determined without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a
similar result or effect) to value any Indebtedness or other liabilities of the Parent Borrower or any subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments
under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or
bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof). 
 In calculating the Total Leverage Ratio and/or the Secured Leverage Ratio for purposes of determining the permissibility of any incurrence of Indebtedness hereunder, including under clause (ii) of the


  
 CREDIT AGREEMENT, Page 53 








 
definition of “Incremental Amount”, the amount of any Indebtedness incurred in reliance on a provision of this Agreement that does not require compliance with a Total Leverage Ratio
and/or Secured Leverage Ratio test, substantially concurrently with any Indebtedness incurred in reliance on a provision of this Agreement that requires compliance
with a Total Leverage Ratio and/or Secured Leverage Ratio test, shall be disregarded
in the calculation of Total Indebtedness for purposes of such Total Leverage Ratio and/or Secured Leverage Ratio test. 
 If the Parent Borrower notifies the Administrative Agent that it is required to report under IFRS or has
elected to do so through an early adoption policy, upon the execution of an amendment hereof in accordance therewith to accommodate such change, “GAAP” means international financial reporting standards pursuant to IFRS (provided
that after such conversion, the Parent Borrower cannot elect to report under GAAP), it being understood and agreed that all financial statements shall be prepared in accordance with IFRS. 

Section 1.05 Business Days; Payments. If any payment or performance under any Loan Document shall be due on a day that is not a
Business Day, the date for payment or performance shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. 

Section 1.06 Exchange Rates; Currency Equivalents. Unless expressly provided otherwise, any amounts specified in this Agreement
shall be in dollars. 
 (a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used
for calculating the Dollar Equivalent amounts of Loans and Letters of Credit denominated in an Alternative Currency. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts
between any Alternative Currency and dollars until the next Revaluation Date to occur. 
 (b) The Administrative Agent shall
determine the Dollar Equivalent of any Foreign Currency Letter of Credit or Borrowing not denominated in dollars in accordance with the terms set forth herein, and a determination thereof by the Administrative Agent shall be presumptively correct
absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Borrower in any document delivered to the Administrative Agent. 

(c) The Administrative Agent shall determine the Dollar Equivalent of any Foreign Currency Letter of Credit as of (i) a
date on or about the date on which the applicable Issuing Bank receives a request from the applicable Borrower for the issuance of such Letter of Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or
the stated amount of such Letter of Credit shall be increased, (iii) March 31 and September 30 in each year and (iv) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, in each case
using the Spot Rate in effect on the date of determination, and each such amount shall be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this Section 1.06(c). 

(d) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing not denominated in dollars as of (i) a
date on or about the date on which the Administrative Agent receives a Borrowing Request in respect of such Borrowing using the Spot Rate in effect on the date of determination, (ii) as of the date of the commencement of each Interest Period
after the initial Interest Period therefor and (iii) during the continuance of an Event of Default, as reasonably requested by the Administrative Agent, using the Spot Rate in 

  
 CREDIT AGREEMENT, Page 54 








 
effect (x) in the case of clauses (i) and (ii) above, on the date that is three
(3) Business Days prior to the date on which the applicable Interest Period
shall commence, and (y) in the case of clause (iii) above, on the date of determination, and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this
Section 1.06(d). 
 (e) The Administrative Agent shall notify the Borrowers, the Lenders and the
applicable Issuing Bank of each such determination (such date, a “Revaluation Date”) and revaluation of the Dollar Equivalent of each Letter of Credit and Borrowing. 

(f) The Administrative Agent may set up appropriate rounding-off mechanisms or
otherwise round off amounts pursuant to this Section 1.06 to the nearest higher or lower amount in whole dollars or cents to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted
hereunder are expressed in whole dollars or in whole cents, as may be necessary or appropriate. 
 (g) Unless otherwise
provided, Dollar Equivalent amounts set forth in Articles II or VIII may be exceeded by a percentage amount equal to 5% of such amount; provided, that such excess is solely as a result of fluctuations in applicable currency
exchange rates after the last time such determinations were made and, in any such cases, the applicable limits set forth in Articles II or VIII, as applicable, will not be deemed to have exceeded solely as a result of such fluctuations
in currency exchange rates. For the avoidance of doubt, in no event shall a prepayment be required under Section 2.11(b) if the Dollar Equivalent of the relevant amounts set forth therein does not exceed 5% of such relevant amounts solely as
a result of fluctuations in currency exchange rates. 

(h)
 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 each Loan Party in respect of any such sum due from it to the Administrative Agent 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 or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent 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 or any Lender from any Loan Party in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent 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 or any Lender in such currency, the Administrative Agent or such Lender, as the case may be,
agrees to return the amount of any excess to such Loan Party (or to any other Person who may be entitled thereto under applicable law) 

For purposes of any determination under Article V, Article VI (other than the calculation of compliance with any financial ratio
for purposes of taking any action hereunder) or Article VIII with respect to the amount of any Indebtedness, Lien, Restricted Payment, debt prepayment, Investment, 

  
 CREDIT AGREEMENT, Page 55 








 
Disposition, sale and lease-back transaction, affiliate transaction or other transaction, event or circumstance, or any determination under any other provision of this Agreement (any of the
foregoing, a “subject transaction”), in a currency other than dollars, (i) the Dollar Equivalent of a subject transaction in a currency other than dollars shall be calculated based on the rate of exchange quoted on the
applicable Reuters World Currency Page (or any successor page thereto, or in the event such rate does not appear on any Reuters Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the
Administrative Agent and the Parent Borrower) for such foreign currency, as in effect at 12:00 noon (London time) on the date of such subject transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the
declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace
other Indebtedness denominated in a currency other than dollars, and the relevant refinancing or replacement would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on
the date of such refinancing or replacement, such dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted)
does not exceed an amount sufficient to repay the principal amount of such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other
reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement and (y) additional amounts permitted to be incurred under
Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any subject
transaction so long as such subject transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Article VII and the calculation of compliance with any
financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than dollars shall be translated into dollars at the applicable currency exchange rate used in preparing the
financial statements delivered pursuant to Sections 5.01(a) or (b), as applicable, for the relevant four fiscal quarter period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in
accordance with GAAP, of any Swap Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness. 

Section 1.07 Cashless Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan
Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans
(including with Incremental Loans, or Loans in connection with any Specified Refinancing Debt or loans incurred under a new credit facility), in each case, to the extent such extension, replacement, renewal or refinancing is
effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in
dollars”, “in immediately available funds”, “in cash” or any other similar requirement. 
 Section 1.08
Dutch Terms. In this Agreement, where it relates to a Dutch entity, a reference to: 
 (a) a necessary action to
authorize, where applicable, includes without limitation: 
 (i) any action required to comply with the Dutch Works Council
Act (Wet op de ondernemingsraden); and 
 (ii) obtaining unconditional positive advice (advies) from each
competent works council; 

  
 CREDIT AGREEMENT, Page 56 








 (b) a winding-up, administration or
dissolution includes a Dutch entity being: 
 (i) declared bankrupt (failliet verklaard); 

(ii) dissolved (ontbonden); 

(c) a moratorium includes surséance van betaling and granted a moratorium includes surseance verleend;

 (d) any petition or proceeding taken in connection with insolvency proceedings includes a Dutch entity having filed a
notice under Section 36 of the Tax Collection Act of The Netherlands (Invorderingswet 1990) of Section 60 of the Social Insurance Financing Act of The Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with
Section 36 of the Tax Collection Act of The Netherlands (Invorderingswet 1990); 
 (e) a trustee in bankruptcy or
a liquidator includes a curator; 

(ef) an administrator includes a bewindvoerder; 

(fg) a receiver or an administrative receiver does not include a curator or
bewindvoerder; 
 (gh) an attachment includes a beslag; and 

(hi) an authorized officer means a managing director (bestuurder) or general
partner (beherend vennoot). 
 If any party to any Loan Document incorporated under the laws of The Netherlands is represented
by an attorney in connection with the signing and/or execution of such Loan Document (including by way of accession to such Loan Document) or any other agreement, deed or document referred to in or made pursuant to such Loan Document, it is hereby
expressly acknowledged and accepted by the other parties hereto that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of his or her authority shall be governed by the
laws of The Netherlands unless explicitly stated otherwise; provided that if such party is represented by an attorney/agent based on a power of attorney granted under such Loan Document, the existence and extent of the attorney/agent’s
authority and the effects of the attorney/agent’s exercise or purported exercise of his or her authority shall be governed by the laws governing the applicable Loan Document. 

Section 1.09 Agreed Security Principles. The provision of Collateral and Guarantees pursuant to the Guaranty Agreements and the
terms of the Security Documents and each other guaranty delivered or to be delivered under this Agreement shall be subject in all respects to the Agreed Security Principles set forth in Schedule 1.09. 

Section 1.10 Certain Calculations and Tests.


(a)
 Any financial ratios required to be satisfied in order for a specific action to be
permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one decimal place more than the number of decimal 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). 

  
 CREDIT AGREEMENT, Page 57 









(b)
 Notwithstanding anything to the contrary herein, but subject to Sections 1.10(c), (d)
and (f), all financial ratios and tests (including the First Lien Leverage Ratio, Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio and the amount of Consolidated Total Assets and Adjusted EBITDA and the component
definitions of any of the foregoing) contained in this Agreement that are calculated with respect to any fiscal period during which any transaction described in the definition of Pro Forma Basis (such transaction, a “Pro Forma
Transaction”) occurs shall be calculated with respect to such fiscal period and such Pro Forma Transaction on a Pro Forma Basis. Further, other than with respect to determining the Applicable Rate, actual (as opposed to pro forma) compliance
with the Financial Covenants and the calculation of Excess Cash Flow and asset sale/casualty prepayment percentages, if since the beginning of any such fiscal period and on or prior to the date of any required calculation of any financial ratio or
test (x) any Pro Forma Transaction has occurred or (y) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any Restricted Subsidiary since the beginning
of such fiscal period has consummated any Pro Forma Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such fiscal period as if such Pro Forma Transaction had occurred at the
beginning of the applicable fiscal period (or, in the case of Consolidated Total Assets
(or with respect to any
determination pertaining to the balance sheet, including the acquisition of cash and Permitted Investments), as
of the last day of such fiscal period). 

(c)
 Notwithstanding anything to the contrary herein (including in connection with any
calculation made on a Pro Forma Basis), to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including the First Lien Leverage Ratio, Secured Leverage Ratio, Total Leverage Ratio and the amount
of Adjusted EBITDA and Consolidated Total Assets and the component definitions of any of the foregoing), (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) the making of any representation or
warranty, in each case as a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness (including any Incremental Facility or Incremental
Equivalent Debt)), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Indebtedness payment, in each case in connection with a Limited Condition Acquisition, at the election of the Parent Borrower (the “LCA
Election”), the determination of whether the relevant condition is satisfied may be made at the time (the “LCA Test Time”) of (or on the basis of the financial statements for the most recently ended fiscal
period at the time of) the execution of the definitive agreement with respect to such Limited Condition Acquisition. If the
Parent Borrower has made an LCA Election, then, in connection with any calculation of any financial ratio or test (other than with respect to determining the Applicable Rate, actual (as opposed to pro forma) compliance with the Financial Covenants
and the calculation of Excess Cash Flow asset sale/casualty prepayment percentages) following such LCA Test Time and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement with respect
thereto is terminated, any such financial ratio or test shall be calculated (and tested) on a Pro Forma Basis assuming such Limited Condition Acquisition and other subject transactions in connection therewith have been consummated. 

(d)
 For purposes of determining the permissibility of any action, change, transaction or
event that by the terms of the Loan Documents requires a calculation of any financial ratio or test (including the First
Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage 

  
 CREDIT AGREEMENT, Page 58 








 
Ratio, the Interest Coverage Ratio and the amount of Adjusted EBITDA or
Consolidated Total Assets and the component definition of any of the foregoing), such financial ratio or test shall be
calculated at the time (subject to clause (c) above) such action is taken (which action, in the case of any borrowing
or other credit extension under or pursuant to a revolving facility, shall all be deemed to have occurred on the date the documentation with respect to such revolving facility was first executed, to the extent of the maximum drawing thereunder that
would be permitted under such ratio or test as of such applicable date assuming such revolving facility was so drawn),
such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of
Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may
be. 

(e)
 For purposes of determining compliance at any time with Sections 6.01, 6.02, 6.03,
6.04, 6.05, 6.08 and 6.09, in the event that any Indebtedness, Lien, Restricted Payment, Restricted Indebtedness
payment, contractual restriction, Investment, Disposition or Affiliate transaction, as applicable, meets the criteria of
more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.08 and 6.09, the Parent Borrower, in its sole discretion, from time to time, may classify or reclassify such
transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category.
Further, for the avoidance of doubt, any Indebtedness, Lien, Restricted Payment, Restricted Indebtedness payment,
contractual restriction, Investment, Disposition and Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Indebtedness payment, contractual restriction,
Investment, Disposition and Affiliate transaction under Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.08 and 6.09, but may instead be permitted in party under any combination of the clauses contained in any of such Sections. 

(f)
 Notwithstanding anything to the contrary herein, unless the Parent Borrower otherwise
notifies the Administrative Agent, with respect to any amounts incurred or transactions entered into (or consummated)
in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including the First Lien Leverage Ratio, Secured Leverage Ratio, Total Leverage Ratio, Interest Coverage Ratio and
the amount of Consolidated Total Assets and Adjusted EBITDA and the component definitions of any of the foregoing) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into
(or consummated) in reliance on a provision of this Agreement that requires
compliance with a financial ratio or test (including the First Lien Leverage Ratio, Secured Leverage Ratio, Total Leverage
Ratio, Interest Coverage Ratio and the amount of Consolidated Total Assets and Adjusted EBITDA and the component definitions of any of the foregoing) then in connection with any calculation of any financial ratio or basket availability (any such
amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts
shall be disregarded in the calculation of
the financial ratio or test applicable to the Incurrence-Based Amounts.

 ARTICLE II 

The Credits 

Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees (a) to make a
USD Term A Loan in dollars to the Parent Borrower on the Rothsay Acquisition Closing Date in an aggregate principal amount not exceeding its USD Term A Commitment, (b) to make a CAD Term A Loan in Canadian Dollars to the Canadian Borrower on
the Rothsay 

  
 CREDIT AGREEMENT, Page 59 








 
Acquisition Closing Date in an aggregate principal amount not exceeding its CAD Term A Commitment, (c) to make Term B USD Loans in dollars to the Parent Borrower on the Vion Acquisition
Closing Date in an aggregate principal amount not exceeding its Term B USD Commitment, (d) to make Term B EUR Loans in Euro to the Dutch Parent Borrower on the Vion Acquisition Closing Date in an aggregate principal amount not exceeding its
Term B EUR Commitment, (e) to make USD/Multicurrency Revolving Loans in (x) dollars or Alternative Currencies to the Parent Borrower, (y) Canadian Dollars to the Canadian Borrower and (z) dollars or Alternative Currencies to the
Dutch Parent Borrower and, the
VionDutch Subsidiary Borrowers and the German Subsidiary Borrower, in each case, from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) the Dollar Equivalent of such Lender’s USD/Multicurrency Revolving
Exposure exceeding such Lender’s USD/Multicurrency Revolving Commitment, (ii) the aggregate Dollar Equivalent of the USD/Multicurrency Revolving Exposure of all Lenders exceeding the aggregate USD/Multicurrency Revolving Commitment of all
Lenders or (iii) the Dollar Equivalent of the aggregate Multicurrency Revolving Exposure exceeding the Multicurrency Revolving Sublimit and (f) to make USD Only Revolving Loans in dollars to the Parent Borrower from time to time during the
Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s USD Only Revolving Exposure exceeding such Lender’s USD Only Revolving Commitment or (ii) the aggregate Dollar Equivalent of the USD Only Revolving Exposure of all Lenders exceeding the aggregate USD Only Revolving Commitment of all
Lenders. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. Amounts repaid in respect of Term Loans may not be reborrowed. 

Subject to the terms and conditions set forth herein, including Section 2.23, and in the relevant Ancillary Facility
Documents, any Revolving Lender may make one or more Ancillary Facilities available to any applicable Borrower. For the avoidance of doubt, any reference to a Loan or Letter of Credit shall not include any utilization of any Ancillary Facility. 

Section 2.02 Loans and Borrowings. 

(a) Loans Made Ratably. Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans
of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class; provided that dollar denominated Revolving Loans shall be made ratably under the combined Revolving Facility
(versus under either the USD Only Revolving Facility and the USD/Multicurrency Revolving Facility) in accordance with the Lenders’ respective Revolving Commitments. The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. 

(b) Initial Type of Loans. Subject to Section 2.14, (i) each Term Borrowing by the Parent
Borrower in dollars shall be comprised entirely of ABR Loans or Eurodollar Loans as the Parent Borrower may request in accordance herewith and each Term Borrowing denominated in Euro shall be comprised entirely of Eurodollar Loans, (ii) each
Revolving Borrowing by the Parent Borrower, the Dutch Parent Borrower
or, the VionDutch Subsidiary
 Borrowers and the German Subsidiary Borrower shall be comprised entirely
of ABR Loans, Eurodollar Loans or CDOR Rate Loans as the relevant Borrower may request in accordance herewith and (iii) subject to the next sentence, each Borrowing by the Canadian Borrower shall be comprised entirely of CDOR Rate Loans. Each
Swingline Loan shall be denominated in dollars, Canadian Dollars or Euro and shall be an ABR Loan, Canadian Prime Rate Loan or Euro Swingline Rate Loan, respectively. Each Lender at its option may make any Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement. 

  
 CREDIT AGREEMENT, Page 60 








 (c) Minimum Amounts; Limitation on Eurodollar Borrowings and CDOR Rate
Loans. At the commencement of each Interest Period for any Eurodollar Borrowing or CDOR Rate Borrowing, as applicable, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or in
the Dollar Equivalent thereof with respect to Loans in any Alternative Currency other than Canadian Dollars or Euro), €1,000,000 and not less than €5,000,000 and $C1,000,000 and not less than $C2,500,000, as applicable. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000; provided that Revolving Borrowings may be in an aggregate amount that is equal to the
entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Each Swingline Loan shall be in an amount that is an integral multiple of
$1.00 (or €1 or $C1) and not less than $100,000 (or €100,000 or $C100,000). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 15
Eurodollar Borrowings and a total of 10 CDOR Rate Borrowings outstanding at any time. 
 (d) Limitation on Interest
Periods. Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing as a Eurodollar Loan or CDOR Rate Loan if the Interest Period requested with
respect thereto would end after the Revolving Maturity Date, the Term A Loan Maturity Date, in the case of a Revolving Loan or Term A Loan, or the Term Loan B Maturity Date, in the case of a Term B Loan, as applicable. 

Section 2.03 Requests for Borrowings. To request a Revolving Borrowing or Term Borrowing, the applicable Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing or a CDOR Rate Borrowing, not later than 11:00 a.m., Local Time, three
(3) Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 11:00 a.m., Local Time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing or CDOR Rate Borrowing to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.05(e) or an ABR Borrowing on the Rothsay Acquisition Closing Date to be used in consummating the Rothsay Acquisition
may be given not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by
telecopy or email to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02: 
 (i) whether the requested Borrowing is to be
a Revolving Borrowing, or a Term Borrowing (and, as applicable, the Class of such Borrowing); 
 (ii) the identity of
the Borrower and the aggregate amount and currency of such Borrowing; 
 (iii) the date of such Borrowing, which shall be a
Business Day; 
 (iv) whether such Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or a CDOR Rate Borrowing; 


  
 CREDIT AGREEMENT, Page 61 








 (v) in the case of a Eurodollar Borrowing or CDOR Rate Borrowing, the initial
Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and 

(vi) the location and number of the applicable Borrower’s account to which funds are to be disbursed, which shall comply
with the requirements of Section 2.06. 
 If no election as to the Type of a Borrowing by the Parent Borrower in dollars is
specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing or CDOR Rate Borrowing, then the applicable Borrower shall be deemed to have selected an
Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender’s Loan to be made as part of the requested Borrowing. 
 Section 2.04 Swingline Loans. 

(a) Commitment. Subject to the terms and conditions set forth herein, the
Swingline Lender agrees to make Swingline Loans to the Parent Borrower, the Dutch Parent Borrower
and, the VionDutch Subsidiary
 Borrowers and the German Subsidiary Borrower in dollars and Euro and to
the Canadian Borrower in Canadian Dollars, in each case, from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate
principal amount of outstanding Swingline Loans exceeding $50,000,000, (ii) the Dollar Equivalent of the sum of the total Revolving Exposures exceeding the total Revolving Commitments, (iii) the USD Only Revolving Exposures exceeding the USD
Only Revolving Commitment, (iv) the USD/Multicurrency Revolving Exposures exceeding the USD/Multicurrency Revolving Commitment and (v) the Dollar Equivalent of the aggregate Multicurrency Revolving Exposure exceeding the Multicurrency
Revolving Sublimit; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan;
provided further that notwithstanding anything herein to the contrary, solely for the purpose of consummating the Vion Acquisition, the Parent Borrower and/or the Dutch Parent Borrower (x) may borrow Swingline Loans (which will be
Certain Funds Loans) on the Vion Acquisition Closing Date in Dollars or Euro in an amount the Dollar Equivalent of which does not exceed $200,000,000 and (y) to the extent such right is exercised and such Swingline Loans and any interest
thereon have not been repaid within two Business Days, the applicable Borrower shall submit to the Administrative Agent a notice of borrowing for Revolving Loans denominated in the same currency and amount as such Swingline Loans were made on the
Vion Acquisition Closing Date, which such notice or notices shall not be revocable unless such Swingline Loans are repaid prior to the making of such Revolving Loans. Within the foregoing
limits and subject to the terms and conditions set forth herein, the relevant Borrower may borrow, prepay and reborrow Swingline Loans. 

(b) Borrowing Procedure. To request a Swingline Loan, the applicable Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy or email), not later than 1:00 p.m., Local Time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and
amount of the requested Swingline Loan; provided that any notice requesting a Swingline Loan in Canadian Dollars or Euro shall be accompanied by a borrowing notice for a Borrowing
three
(3) Business Days
hence for a like amount of Multicurrency Revolving Loans denominated in the currency of the proposed Swingline Loan pursuant to Section 2.03 (it being understood such notice for such Multicurrency Revolving Loans may be
delivered not later than 

  
 CREDIT AGREEMENT, Page 62 








 
1:00 p.m. Local Time instead of 11:00 a.m. Local Time), which notice shall only be revocable if such Swingline Loan denominated in Canadian Dollars or Euro is not made; the proceeds of any such
Multicurrency Revolving Loans made shall be applied by the Borrowers first, to repay the principal of such Swingline Loan and any interest owing thereunder to the Swingline Lender, with any amounts in excess thereof to be retained by the applicable
Borrower. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Borrower. The Swingline Lender shall make each Swingline Loan available to the applicable Borrower by means of a credit to the general
deposit account of the applicable Borrower with the Swingline Lender or by wire transfer, automated clearinghouse debit or interbank transfer to such other account, accounts or Persons designated by the applicable Borrower in the applicable request
(or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan. 

(c) Revolving Lender Participation in Swingline Loans. The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the dollar denominated Swingline Loans outstanding; provided
that such dollar denominated Swingline Loans shall be participated in (and paid) under the combined Revolving Facility (versus under either the USD only Revolving Facility and the USD/Multicurrency Revolving Facility) in accordance with the
lenders’ respective Revolving Commitments. Such notice shall specify the aggregate amount of dollar denominated Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice thereof to each applicable Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice
as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans in dollars. Each Revolving Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in
the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the applicable Borrower in writing of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the applicable
Borrower (or other party on behalf of the applicable Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such
amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear;
provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower (or such other Person)
for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof. 

  
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 Section 2.05 Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein, the Parent Borrower, the Dutch Parent Borrower and,
the VionDutch Subsidiary Borrowers and the German Subsidiary Borrower may request the issuance of Letters of Credit denominated in dollars or Alternative Currencies for such Borrower’s own account (or the account of any of its Subsidiaries) and the Canadian Borrower may
request the issuance of Letters of Credit denominated in Canadian Dollars for its own account (or the account of any of its Subsidiaries), in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to
time during the Revolving Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the
applicable Borrower to, or entered into by the applicable Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. 

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank
and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section 2.05), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by
the Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit (but any default or breach under such application and not
hereunder shall not give rise to a Default or Event of Default hereunder). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower
shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Dollar Equivalent of the LC Exposure shall not exceed
$250,000,000150,000,000, (ii) the Dollar Equivalent of the total Revolving Exposures shall not exceed the total Revolving Commitments, (iii) the USD Only Revolving Exposures exceeding the USD Only Revolving Commitment,
(iv) the USD/Multicurrency Revolving Exposures exceeding the USD/ Multicurrency Revolving Commitment and (v) to the extent a Letter of Credit has been requested to be issued, amended, renewed or extended in an Alternative Currency, the
Dollar Equivalent of the aggregate Multicurrency Revolving Exposure shall not exceed the Multicurrency Revolving Sublimit. 

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of
(i) unless consented to by the Issuing Bank, the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) (provided that any
Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional one-year periods not to extend past the date in clause
(ii) below unless the applicable Borrower shall have made arrangements reasonably satisfactory to the applicable Issuing Bank) and (ii) the date that is five
(5) Business 

  
 CREDIT AGREEMENT, Page 64 








 
Days prior to the Revolving Maturity Date unless the applicable Borrower shall have made arrangements reasonably satisfactory to the applicable Issuing Bank with respect to cash collateralizing
or backstopping such Letter of Credit. 
 (d) Participations. By the issuance of a Letter of Credit (or an amendment
to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage (or in the case of a Letter of Credit denominated in an Alternative Currency, the USD/Multicurrency Applicable Percentage) of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay (in dollars, which in the case of a Letter of Credit not denominated
in dollars shall be determined based on the Dollar Equivalent, using the applicable Spot Rate in effect on the date such payment is required), to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage
(or in the case of a Letter of Credit denominated in an Alternative Currency, the USD/Multicurrency Applicable Percentage) of each LC Disbursement made by the Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in
paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the applicable Borrower for any reason. Notwithstanding anything herein to the contrary, the Administrative Agent
may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities outstanding hereunder; it being understood that, subject to the preceding, dollar
denominated Letters of Credit shall be allocated (and participated in and paid) under the combined Revolving Facility (versus under either the USD Only Revolving Facility and the USD/Multicurrency Revolving Facility) in accordance with the
Lenders’ respective Revolving Commitments. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever. 
 (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in the currency of such LC Disbursement not later than 4:00
p.m., Local Time, on the first Business Day after such LC Disbursement is made if the applicable Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by
the applicable Borrower prior to such time on such date such notice shall be deemed received on the next day and then not later than 1:00 p.m., Local Time, on the Business Day immediately following the day that the applicable Borrower is deemed to
have received such notice; provided that the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Sections 2.03 or 2.04 that such payment be financed with an ABR Revolving
Borrowing (in the case of a payment in dollars), Eurodollar Borrowing (in the case of a payment in an Alternative Currency (other than Canadian Dollars)) or CDOR Rate Borrowing, as applicable, or Swingline Loan in an equivalent amount and, to the
extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting applicable Borrowing, or, if applicable, Swingline Loan. If the applicable Borrower fails to make such payment when
due, then (A) if such payment relates to a Foreign Currency Letter of Credit, automatically and with no further action required, such 

  
 CREDIT AGREEMENT, Page 65 








 
Borrower’s obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the applicable Spot
Rate on the date when such payment was due, of such LC Disbursement and (B) in the case of each LC Disbursement the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the
applicable Borrower in respect thereof and such Lender’s Applicable Percentage (or in the case of a Letter of Credit denominated in Alternative Currency, the USD/Multicurrency Applicable Percentage) thereof. Promptly following receipt of such
notice, each Revolving Lender shall pay to the Administrative Agent in dollars its Applicable Percentage (or in the case of a Letter of Credit denominated in Alternative Currency, the USD/Multicurrency Applicable Percentage) of the payment then due
from the applicable Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the
applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to
such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans (in the case of a
payment in dollars), Eurodollar Revolving Loans (in the case of an Alternative Currency (other than Canadian Dollars)), CDOR Rate Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable
Borrower of its obligation to reimburse such LC Disbursement in accordance with this Section 2.05(e). 
 (f)
Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.05 shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision
therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank
under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, any Borrower’s obligations hereunder. Neither the Administrative Agent, the
Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed
to excuse the Issuing Bank or its Related Parties from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the applicable Borrower to the
extent permitted by applicable law) suffered by the applicable Borrower that are caused by the Issuing Bank’s gross negligence, willful misconduct or failure to exercise care when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence 

  
 CREDIT AGREEMENT, Page 66 








 
of gross negligence or willful misconduct on the part of, or material breach of the terms of the Loan Documents by, the Issuing Bank, the Issuing Bank shall be deemed to have exercised care in
each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter
of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g)
Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative
Agent and the applicable Borrower by telephone (confirmed by telecopy or email) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve the applicable Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement. 

(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall
reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the applicable
Borrower reimburses such LC Disbursement, (i) in the case of LC Disbursements made in dollars, and at all times following the conversion to dollars of an LC Disbursement made in an Alternative Currency pursuant to paragraph
(e) above, at the rate per annum then applicable to ABR Revolving Loans and (ii) in the case of LC Disbursements made in an Alternative Currency, and at all times prior to their conversion to dollars pursuant to paragraph
(e) above, at the rate applicable to CDOR Rate Loans or Eurodollar Rate Loans denominated in an Alternative Currency (other than Canadian Dollars), as applicable, with an Interest Period of one month’s duration determined on the date
such LC Disbursement is made; provided that, if the applicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.05, then
Section 2.13 (c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to
paragraph (e) of this Section 2.05 to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment. 

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

  
 CREDIT AGREEMENT, Page 67 








 (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the applicable Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the applicable Borrower shall deposit in an
account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in dollars or, if applicable, Alternative Currency, equal to the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Section 8.01. Each such deposit shall be held by the Administrative Agent as collateral for
the payment and performance of the relevant Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Monies in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the relevant Borrowers for the LC Exposure at such time, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than
50% of the total LC Exposure), be applied to satisfy other obligations of the relevant Borrowers under this Agreement. If any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned to the applicable Borrower within three (3) Business Days following a request to do so after all Events of Default have been cured or waived. 

(k) Conversion. In the event that the Loans become immediately due and payable on any date pursuant to
Section 8.01, all amounts (i) that a Borrower is at the time or thereafter becomes required to reimburse or otherwise pay to the Administrative Agent in respect of LC Disbursements made under any Foreign Currency
Letter of Credit (other than amounts in respect of which such Borrower has deposited Cash Collateral pursuant to paragraph (j) above, if such Cash Collateral was deposited in the applicable Foreign Currency to the extent so deposited or
applied), (ii) that the Lenders are at the time or thereafter become required to pay to the Administrative Agent and the Administrative Agent is at the time or thereafter becomes required to distribute to the applicable Issuing Bank pursuant to
paragraph (e) of this Section 2.05 in respect of unreimbursed LC Disbursements made under any Foreign Currency Letter of Credit and (iii) of each Lender’s participation in any Foreign Currency Letter
of Credit under which an LC Disbursement has been made shall, automatically and with no further action required, be converted into the Dollar Equivalent, calculated using the applicable Spot Rates on such date (or in the case of any LC Disbursement
made after such date, on the date such LC Disbursement is made), of such amounts. On and after such conversion, all amounts accruing and owed to the Administrative Agent, the applicable Issuing Bank or any Lender in respect of the obligations
described in this paragraph (k) shall accrue and be payable in dollars at the rates otherwise applicable hereunder. 

  
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 Section 2.06 Funding of Borrowings. 

(a) By Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in
Section 2.04. The Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the applicable Borrower maintained with the
Administrative Agent or by wire transfer, automated clearing house debit or interbank transfer to such other account, accounts or Persons designated by the applicable Borrower in the applicable Borrowing Request; provided that Loans made to
finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank. 

(b) Fundings Assumed Made. Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section 2.06 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount
with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the applicable Borrower, the interest rate applicable to ABR Loans, or if
applicable for Borrowings denominated in an Alternative Currency, a rate determined in a customary manner in good faith by the Administrative Agent. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing. 
 Section 2.07 Interest Elections. 

(a) Conversion and Continuation. Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in
the applicable Borrowing Request and, in the case of a Eurodollar Borrowing or a CDOR Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing or CDOR Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07. The applicable
Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued. 

(b) Delivery of Interest Election Request. To make an election pursuant to this Section 2.07,
the applicable Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the applicable Borrower were requesting a Revolving
Borrowing of the Type resulting from such 

  
 CREDIT AGREEMENT, Page 69 








 
election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by telecopy or email to the
Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the applicable Borrower. 

(c) Contents of Interest Election Request. Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.02: 
 (i) the Borrowing to which such Interest
Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 
 (ii) the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; 
 (iii)
whether the resulting Borrowing is to be an ABR Borrowing, a Eurodollar Borrowing or a CDOR Rate Borrowing; and 
 (iv) if
the resulting Borrowing is a Eurodollar Borrowing or a CDOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest
Period”. 
 If any such Interest Election Request requests a Eurodollar Borrowing or a CDOR Rate Borrowing but does not specify an Interest Period,
then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. 
 (d)
Notice to the Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 

(e) Automatic Conversion. If the applicable Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Borrowing or CDOR Rate Borrowing prior to the third Business Day prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing or, in the case of Borrowings denominated in Euro or Canadian Dollars, a Eurodollar Borrowing or a CDOR Rate Borrowing in each case with an Interest Period of one month’s duration, respectively. 

(f) Limitations on Election. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the applicable Borrower in writing, then, so long as an Event of Default is continuing (i) no outstanding Borrowing denominated in dollars may be
converted to or continued as a Eurodollar Borrowing, (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) each Borrowing denominated in an
Alternative Currency will, at the expiration of the then current Interest Period each such Borrowing, be automatically continued as a Borrowing of Eurodollar Loans or CDOR Rate Loans, as applicable, with an Interest Period of one month. 

  
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 Section 2.08 Termination and Reduction of Commitments. 

(a) Termination Date. Unless previously terminated,
(i) the USD Term A Commitments shall terminate at 5:00 p.m., Chicago, Illinois time, on the Expiration Date, (ii) the CAD Term A Commitments shall terminate at 5:00 p.m., Toronto
time, on the Expiration Date, (iii) the Term B Commitments shall terminate at 5:00 p.m., New York time, on the Long Stop Date and (iv) the Revolving Commitments shall terminate on the Revolving Maturity Date. 
 (b)
Optional Termination or Reduction. The Parent Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an
amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or, if less, the remaining amount of the relevant Commitments) and (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments if, after giving
effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) any Lender’s Revolving Exposure exceeds such Lender’s Revolving Commitment, (ii) the aggregate Revolving
Exposure of all Lenders exceeds the aggregate Revolving Commitment of all Lenders or (iii) the Dollar Equivalent of the aggregate Multicurrency Revolving Exposure exceeds the Multicurrency Revolving Sublimit, in each case, calculated based on
the Dollar Equivalent amount as of such date of termination or reduction. 
 (c) Notice of Termination or Reduction.
The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days
(or such shorter period as shall be agreed by the Administrative Agent)
prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice
delivered by the Parent Borrower pursuant to this Section 2.08(c) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned
upon the effectiveness of other transactions, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or
reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. 

Section 2.09 Repayment of Loans; Evidence of Debt. 

(a) Promise to Pay. Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Revolving Lender the then unpaid principal amount of each Revolving Loan of such Lender made to such Borrower on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Term Lender the then unpaid
principal amount of each Term Loan of such Lender made to such Borrower as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the
earlier of the Revolving Maturity Date and the day that is ten (10) Business Days after such Swingline Loan is made; provided that on each
date that a Revolving Borrowing is made, the Borrowers shall repay all Swingline Loans then outstanding. 
 (b)
Lender Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender by such Borrower from time to time hereunder. 

  
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 (c) Administrative Agent Records. The Administrative Agent shall maintain
accounts in which it shall record (i) the amount of each Loan made hereunder, the currency, Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become
due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders by each Borrower and each Lender’s share thereof. 

(d) Prima Facie Evidence. The entries made in the accounts maintained pursuant to paragraph (b) or
(c) of this Section 2.09 shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement; provided, further, that in the event
of any inconsistency between such accounts of the Administrative Agent and any Lender’s records, the Administrative Agent’s accounts shall govern. 

(e) Request for a Note. Any Lender may request that Loans of any Class made by it be evidenced by a promissory
note; provided that any such promissory notes to be issued on the Effective Date shall be requested by the relevant Lender at least
five
(5) Business Days
prior to the Effective Date. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns)
and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by
one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns); provided that in the event of any assignment of Loans
evidenced by a promissory note, the applicable Borrower shall not be obligated to execute and deliver a promissory note to the assignee of such Loans unless and until the assignor Lender has returned its promissory note to the relevant Borrower or
the relevant Borrower has received a lost note affidavit and indemnity from the assigning Lender in form and substance reasonably acceptable to the relevant Borrower. 

Section 2.10 Amortization of Term Loans. 

(a) Term A Loans. Each Borrower shall repay the Term A Loans made byto
it in the applicable currency of such Term A Loans in quarterly principal installments as follows: 
 (i) for the first eight
(8) quarterly installments, in the amount of 1.25% of the aggregate principal amount of the relevant Term A Loans made on the Rothsay Acquisition Closingoutstanding on
the Fourth Amendment Date, each, due and payable on the last day of each March, June, September and
December, of each year commencing on the last
day of such month falling on or after the last day of the first full fiscal quarter
of the Parent Borrower following the Rothsay Acquisition Closing Date and continuing until the last day of the eighth (8th) such quarterly period following the Rothsay Acquisition Closing
Date;applicable year, with the first such quarterly installment to commence and be due on March 31,
2017; 
 (ii) for the
following ninth (9th) through
sixteenth (16th) quarterly installments, in the amount of 1.875% of the aggregate principal amount of the relevant Term A Loans
made on the Rothsay Acquisition
Closingoutstanding on the Fourth Amendment Date, each, due and
payable on the last day of each March, June, September and December, of each year commencing on the last day of such month falling after the last quarterly payment made pursuant to clause (i) above and continuing until the last day of
the sixteenth (16th) such quarterly period following the Rothsay Acquisition Closing
Date;applicable year; 

  
 CREDIT AGREEMENT, Page 72 








 (iii) for each quarterly installment after such
16th installment referred to in clause (ii) above, in the amount of 3.75% of the aggregate principal amount of the relevant Term A Loans made on the Rothsay Acquisition Closingoutstanding on the
Fourth Amendment Date, each, due and payable on the last day of each March, June, September and December, of each year commencing on the last day of such month falling after the last quarterly payment made pursuant to clause
(ii) above and continuing until the last day of such quarterly period ending immediately prior to the Term A Loan Maturity Date;
andapplicable year; and 

(iv) one final installment in the amount of the relevant Term A Loans then outstanding, due and payable on the Term A Loan Maturity Date; 

(b) Term B Loans. Each Borrower shall repay the Term B Loans made by it in the applicable currency of such Term B Loans
in quarterly principal installments as follows: 
 (i) in the amount of 0.25% of the aggregate principal amount of the
relevant Term B Loans made on the Vion Acquisition Closing Date, each, due and payable on the last day of each March, June, September and December, of each year commencing on the last day of such month falling on or after the last day of the first
full fiscal quarter of the Parent Borrower following the Vion Acquisition Closing Date and continuing until the last day of such quarterly period ending immediately prior to the Term B Loan Maturity Date; and 

(ii) one final installment in the amount of the relevant Term B Loans then outstanding, due and payable on the Term B Loan
Maturity Date; 
 Prior to any repayment of any Term Borrowings, the Parent Borrower shall select the Class and Borrowing or Borrowings to be repaid
and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 12:00 p.m., Local Time, three
(3) Business Days before the scheduled date of such repayment;
provided that to the extent the Parent Borrower does not specify in such notice the Borrowing or Borrowings to be repaid the Administrative Agent shall first apply such amounts to ABR Loans and/or, in the case of Alternative Currencies, CDOR
Rate Loans or Eurodollar Rate Loans, as applicable, and thereafter use commercially reasonable efforts to minimize the cost to the Parent Borrower of such repayment under Section 2.16. Each repayment of a Class and
Borrowing shall be applied ratably to the Loans included in the repaid Class and Borrowing. Repayments of Term Borrowings shall be accompanied by accrued interest on the amount repaid. 

Section 2.11 Prepayment of Loans. 

(a) Optional Prepayment. The applicable Borrower shall have the right at any time and from time to time to prepay any
Borrowing of any Class in whole or in part without prepayment penalty or premium, subject to the requirements of this Section 2.11 and Section 2.16; provided that in the event that,
prior to the date that is six months following the Vion Acquisition Closing Date, the Parent Borrower (x) prepays, refinances, substitutes or replaces any Term B Loans in connection with a Repricing Transaction (including, for avoidance of
doubt, any prepayment made pursuant to Section 2.22 that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the
Administrative Agent, for the ratable account of each of the applicable Lenders (1) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal 

  
 CREDIT AGREEMENT, Page 73 








 
amount of the Term B Loans so prepaid, refinanced, substituted or replaced and (2) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable
Term B Loans outstanding immediately prior to such amendment. 
 (b) Mandatory Prepayment of Revolving Loans. In the
event and on such occasion that (i) such Lender’s Revolving Exposure exceeds such Lender’s Revolving Commitment, (ii) the aggregate Revolving Exposure of all Lenders exceeds the aggregate Revolving Commitment of all Lenders or
(iii) the aggregate Multicurrency Revolving Exposure exceeds the Multicurrency Revolving Sublimit, in each case calculated based on the Dollar Equivalent amount as of the applicable date of determination, the applicable Borrower shall prepay
Revolving Borrowings or Swingline Borrowings in an aggregate amount to eliminate such excess. 
 Upon the incurrence by Parent Borrower or
any Restricted Subsidiary of any Specified Refinancing Debt constituting revolving credit facilities, the Borrowers shall prepay an aggregate principal amount of Revolving Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom
immediately upon receipt thereof by Parent Borrower or such Restricted Subsidiary. 
 (c) Mandatory Prepayments from Net
Proceeds of Prepayment Event. In the event and on each occasion that any Net Proceeds are received by or on behalf of the Parent Borrower or any Restricted Subsidiary in respect of any Prepayment Event, the Parent Borrower shall, within
three
(3) Business Days
after such Net Proceeds are received, prepay or cause to be prepaid Term Borrowings (on a ratable basis among any outstanding USD Term A Loans, CAD Term A Loans, Term B USD Loans and Term B EUR Loans based on the outstanding
principal amounts thereof) in an aggregate amount equal to 100% of such Net
Proceeds; provided that: 
 (i) subject to the terms of clause (ii) below, in the case of any event
described in clauses (a) or (b) of the definition of the term Prepayment Event, if the Parent Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Parent
Borrower and the Subsidiaries intend to apply the Net Proceeds from such event, within 18 months after receipt of such Net Proceeds, to acquire or replace assets (other than ordinary course current assets, it being understood such limitation shall not apply to the acquisition of any Person or all or substantially all of the assets of a division or
branch of such Person) or repair, improve or maintain assets to be used in the business of, or otherwise useful in the operations of, the Parent Borrower and the Restricted Subsidiaries,
including, without limitation, to make an acquisition permitted by Section 6.04(l), to engage in an Asset Swap permitted by Section 6.04(k) or to make an Investment permitted by Section 6.04(q), (s) or (u), then no
prepayment shall be required pursuant to this clause (c) in respect of such event except to the extent of any Net Proceeds therefrom that have not been so applied within 18 months (or in the case of a binding commitment in respect of an application within such 18 months, 24 months) after receipt of such Net Proceeds, at which time
a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied; and 

(ii) Net Proceeds from a single Prepayment Event shall
notonly be required to be used to prepay Term Borrowings under this clause (c) ifto the
aggregate amount ofextent such Net Proceeds received from
suchany single Prepayment Event do not exceed $10,000,000, unless such20,000,000, and such
excess Net Proceeds, when added to the aggregate amount of
excess Net Proceeds received from all Prepayment Events occurring in the
same fiscal year which are not reinvested pursuant to this clause (c) exceed
$20,000,00040,000,000 (in which event the aggregate amount of such excess Net Proceeds from all such Prepayment Events in excess of $20,000,00040,000,000, shall then be required to be used to prepay the Term Borrowings under this
clause (c)).; and 

(iii)
 if the Secured Leverage Ratio as calculated as of the last day of the
most recent four (4) fiscal quarter period then ended for which financial statements have been delivered
pursuant to Section 5.01(a) or (b) prior to the Prepayment Event is less than 2.75 to 1.00, then the 100% threshold
above shall be reduced to 50% for such Prepayment Event in the case of any event described in clauses (a) or (b) of the definition of the term Prepayment Event. 

  
 CREDIT AGREEMENT, Page 74 








 (d) Excess Cash Flow Prepayment. Following the end of each Applicable
Fiscal Year, the Parent Borrower shall prepay Term B Loans (ratably in accordance with the outstanding amount of each Class thereof) in an aggregate amount equal to the sum of: (i) 50% of Excess Cash Flow for such Applicable Fiscal Year;
minus (ii) the aggregate amount of voluntary prepayments made on the Term B Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (other than prepayments funded with the proceeds of
long-term Indebtedness (other than revolving Indebtedness) and without duplication for any deduction of any such prepayment in respect of the prior fiscal year); minus (iii) the aggregate amount of voluntary prepayments made on the
Revolving Loans during such Applicable Fiscal Year or on or prior to the date such Excess Cash Flow payment is due (and without duplication for any deduction of any such prepayment in respect of the prior fiscal year) that were accompanied by a
permanent reduction of the Revolving Commitments; minus (iv) the amount of any reduction in the outstanding amount of any Term B
Loans resulting from any purchase or assignment in cash made in accordance with Section 10.04(e) of this Agreement (including in connection with any Dutch auction), provided the opportunity for such purchase or assignment is offered to all
Lenders of the applicable Class of Term B Loans. Each prepayment pursuant to this clause (d) shall be made within
five
(5) Business Days
after the date on which financial statements are delivered pursuant to Section 5.01(a) with respect to the Applicable Fiscal Year for which Excess Cash Flow is being calculated; provided that if the Secured Leverage Ratio as
calculated as of the last day of the relevant Applicable Fiscal Year is (x) less than
2.753.50 to 1.00, then the 50% threshold above shall be reduced to 25% and (y) less than 2.253.00 to 1.00, no prepayment will be required under this clause (d) for such
fiscal year. As used in this clause, the term “Applicable Fiscal Year” means each fiscal year, beginning with the fiscal year ending on or about December 31,
2014; provided that if the Vion Acquisition Closing Date occurs after the fiscal year ended on or about December 31, 2013, for purposes of this
clause (d), Excess Cash Flow for the Applicable Fiscal Year ending on or about December 31, 2014 shall be calculated beginning on the first day of the fiscal quarter commencing after the Vion Acquisition Closing date and
ending on the last day of such fiscal year.2016. 

(e) Notwithstanding any other provisions of Section 2.11(c), (i) to the extent that (and for so long as) any of or all
the Net Cash Proceeds of any Prepayment Event giving rise to a mandatory prepayment pursuant to Section 2.11(c) are prohibited or restricted by applicable local law from being repatriated to the jurisdiction of organization of the Parent
Borrower or would conflict with the fiduciary duties of any Subsidiary’s directors, officers, employees, managers (or any Persons with equivalent responsibilities) or could be expected to result in a risk of criminal or personal liability for
such Persons, an amount equal to the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.05(c) but may be retained by the applicable Restricted
Subsidiary so long as the applicable local law will not permit such repatriation to the Parent Borrower (the Parent Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all commercially reasonable actions available
under applicable local law to permit such 

  
 CREDIT AGREEMENT, Page 75 








 
repatriation) or such conflict or risk exists, and once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local law, an amount equal to such Net Cash
Proceeds will be promptly applied (net of additional Taxes payable or reserved against as a result of such repatriation or potential repatriation) or such conflict or risk of liability exists to the repayment of the Term Loans pursuant Section
2.11(c) and Section 2.11(d) and (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all of the Net Cash Proceeds of any Prepayment Event to the jurisdiction of organization of the Parent
Borrower would have a material adverse Tax consequence with respect to such Net Cash Proceeds (taking into account any foreign tax credit or benefit that would be realized in connection with such repatriation), the Net Cash Proceeds so affected may
be retained by the applicable Restricted Subsidiary. 
 (f) Notice of Prepayment; Application of Prepayments. The
applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy or email) of any prepayment hereunder (i) in the case of optional prepayment of a Eurodollar Borrowing or CDOR Rate Borrowing, not later than
11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of
optional prepayment of an ABR Borrowing, not later than 11:30 a.m., Local
Time (or such later time as the Administrative Agent may agree), one Business Day before the date of prepayment or (iii) in the case of
optional prepayment of a Swingline Loan, not later than 12:00 noon, Local
Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in
the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable
Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each partial optional prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of Loans pursuant to this
Section shall be applied ratably to each Class of Loans required to be
prepaid in connection with this Section. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Prepayments of Term Loans
shall be applied (i) in the case of prepayments pursuant to Section 2.11(a), to the scheduled installments thereof as elected by the applicable Borrower and (ii) in the case of prepayments pursuant to Section 2.11(c) or
(d), first, to the next four(c) or (d) shall be applied to the scheduled installments as
directed by the Parent Borrower (or, in the absence of direction from the Parent Borrower, to the remaining scheduled installments
thereofin respect of such Class of Term
Loans in direct order of maturity and second, pro rata based on the principal amount of each installment.). The amount of such prepayments shall be applied on a pro rata basis
to the Class of Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans, Canadian Prime Rate Loans,
CDOR Rate Loans or Eurodollar Loans; provided that such mandatory prepayment shall be applied first to the then outstanding Loans that are ABR Loans or Canadian Prime Rate Loans, as applicable, and then to the then outstanding Loans that are CDOR
Loans or Eurodollar Loans, as applicable, in a manner that minimizes the amount of any payments required to be made pursuant to Section 2.16. 

(g) Upon the incurrence or issuance by Parent Borrower or any Restricted Subsidiary of any Refinancing Notes, any Specified
Refinancing Term Loans or any Refinancing Junior Loans, the Borrowers shall prepay an aggregate principal amount of the Class of Term Loans and/or Revolving Loans being refinanced in an amount equal to 100% of all Net Cash Proceeds received
therefrom immediately upon receipt thereof by Parent Borrower or such Restricted Subsidiary in a manner consistent with clause (f) above. 

  
 CREDIT AGREEMENT, Page 76 









For the avoidance of doubt, and
notwithstanding the other provisions of this Agreement, if, at any time any Borrower would be required to prepay the Term Loans pursuant to clause (c) or (d) above, such Borrower is required to offer to prepay or repurchase any Incremental
Equivalent Debt or Refinancing Notes, Specified Refinancing Term Loans or other Indebtedness that is pari passu with the Term Loans in right of payment and with respect to security pursuant to the terms of the documentation governing such
Indebtedness in connection with the circumstances described in clause (c) or (d), as applicable (such Indebtedness, the “Other Applicable Indebtedness”), then such Borrower may apply the amounts required to be prepaid or used to
repurchase on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and the Other Applicable Indebtedness at such time;
provided that the portion of such prepayment allocated to any Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any,
shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and the prepayment or repurchase of the Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have
otherwise been required pursuant to such clause (c) or (d) shall be reduced accordingly on a dollar-for-dollar basis; provided that, to the extent the holders of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness
prepaid or repurchased, the declined amount shall promptly be applied to prepay the Term Loans in accordance with the terms hereof. 

Section 2.12 Fees. 

(a) Commitment Fees. The Parent Borrower agrees to pay to the Administrative Agent for the account of each Revolving
Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of each Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such
Revolving Commitment terminates. The Parent Borrower agrees to pay to the Administrative Agent for the account of each Term A Lender a commitment fee, which shall accrue at the
Applicable Rate with respect to Term A Loans on the average daily unused amount of each Term A Commitment of such Lender during the period from and including September 27, 2013 to and including the Rothsay Acquisition Closing Date.
Accrued commitment fees in respect of the Revolving Commitments shall be payable in arrears on the date which is three
(3) Business Days following the last day of each March, June,
September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day). A Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and
the Swingline Exposure of such Lender shall be disregarded for such purpose). 
 (b) Letter of Credit Fees. The
Parent Borrower agrees to pay: 
 (i) Participation Fee. To the Administrative Agent for the account of each Revolving
Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate for Eurodollar Borrowings (or CDOR Rate 

  
 CREDIT AGREEMENT, Page 77 








 
Borrowings in the case of Letters of Credit denominated in Canadian Dollars) on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC
Exposure; 
 (ii) Standby Letter of Credit Fronting Fees. To the Issuing Bank a fronting fee with respect to standby
Letters of Credit, which shall accrue at the rate of 0.10% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to standby Letters of Credit during the
period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure with respect to standby Letters of Credit; 

(iii) Commercial Letters of Credit Fronting Fees. To the Issuing Bank a fronting fee with respect to each commercial
Letter of Credit, which fee shall equal the product of 1.00% of the initial stated amount of such commercial Letter of Credit multiplied by a fraction, the numerator of which is the number of days included in the term of such commercial Letter of
Credit and whose denominator is 360; and 
 (iv) Issuing Bank Standard Fees. The Issuing Bank’s standard fees
with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. 
 Participation fees and
standby Letter of Credit fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur
after the Effective Date; provided that: (A) all such fees shall be payable on the date on which the Revolving Commitments terminate; (B) any such fees accruing after the date on which the Revolving Commitments terminate shall be
payable on demand; and (C) all fronting fees payable with respect to commercial Letters of Credit shall be payable on the date of the issuance thereof. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable
within 10 days after demand. All participation fees and standby Letter of Credit fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the
last day). 
 (c) Agent Fees. The Parent Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Parent Borrower and the Administrative Agent. 

(d) Payment of Fees. All fees payable hereunder shall be paid in dollars on the dates due, in immediately available
funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto. Fees paid shall not be refundable under any
circumstances. 
 (e) Ancillary Facility Fees. The amount and timing of payments of fees in respect of any Ancillary
Facility will be agreed by the relevant Ancillary Lender and the Borrower under such Ancillary Facility. 

  
 CREDIT AGREEMENT, Page 78 








 Section 2.13 Interest. 

(a) ABR Borrowings/Canadian Prime Rate Swingline. The Loans comprising each ABR Borrowing (including each applicable
Swingline Loan denominated in dollars) shall bear interest at the Alternate Base Rate plus the Applicable Rate for ABR Borrowings. Each Swingline Loan denominated in Canadian Dollars shall bear interest at the Canadian Prime Rate plus the Applicable
Rate for Canadian Prime Rate Borrowings. Each Swingline Loan denominated in Euro shall bear interest at the Euro Swingline Rate plus the Applicable Rate for Euro Swingline Rate Borrowings. 

(b) Eurodollar Borrowings/CDOR Rate Borrowings. The Loans comprising each Eurodollar Borrowing shall bear interest at
the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate for Eurodollar Borrowings. The Loans comprising each CDOR Rate Borrowing shall bear interest at the CDOR Loan Rate for the Interest Period in effect
for such CDOR Rate Borrowing plus the Applicable Rate. 
 (c) Default Interest. Notwithstanding the foregoing, if any
principal of or interest on any Loan or any fee payable by the applicable Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.13 or (ii) in the
case of any other amount, 2% plus the rate then applicable to ABR Revolving Loans (in the case of amounts owing in dollars), Canadian Prime Rate Borrowings (in the case of amounts owing in Canadian Dollars in respect of Swingline Loans), CDOR
Rate Loans with an Interest Period of one month’s duration determined on the date such amounts were due and then on each monthly anniversary thereof (in the case of any other such amounts owing in Canadian Dollars) or Eurodollar Rate Loans with
an Interest Period of one month’s duration determined on the date such amounts were due and then on each monthly anniversary thereof (in the case of any other such amounts owing in an Alternative Currency other than Canadian Dollars), in each
case, as provided in paragraph (a), or if applicable, paragraph (b), of this Section 2.13. 

(d) Payment of Interest. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for
such Loan occurring after the Effective Date and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this
Section 2.13 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan or CDOR Rate Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 
 (e) Computation.
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate or the Canadian Prime Rate at times when the Alternate Base Rate or Canadian Prime Rate is based on
the Prime Rate or other applicable “prime rate”, and the CDOR Loan Rate and interest with respect to Borrowings denominated
in Sterling, in each case, shall be computed on the basis of a year of 365 days
(or, except with respect to Sterling, 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate and CDOR Loan Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error. 

  
 CREDIT AGREEMENT, Page 79 








 (f) Interest Act (Canada). For purposes of disclosure pursuant to the
Interest Act (Canada) (R.S.C. 1985, c.I15, as amended), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed
on the basis of 365 days (or 366 days in a leap year)) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 365 days (or 366 days in a leap year), respectively.

 (g) The amount and timing of payments of interest in respect of any Ancillary Facility will be agreed by the relevant
Ancillary Lender and the applicable Borrower under such Ancillary Facility. 
 Section 2.14 Alternate Rate of Interest. If prior
to the commencement of any Interest Period for a Eurodollar Borrowing or CDOR Borrowing, as applicable: 
 (a) the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Adjusted LIBO Rate
or CDOR Rate, as applicable, for such Interest Period; or 
 (b) the Administrative Agent is advised by the Required Lenders
that the Adjusted LIBO Rate or CDOR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such
Interest Period; 
 then the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by telephone, telecopy or email as promptly as
practicable thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing
denominated in dollars to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and such Borrowing shall be converted to or continued as an ABR Borrowing, (ii) if any Borrowing Request requests a Eurodollar Borrowing
in dollars, such Borrowing shall be made as an ABR Borrowing, (iii) any Interest Election Request or Borrowing Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as or Borrowing of, a CDOR Rate Borrowing
or in the case of a Borrowing denominated in another Alternative Currency, a Eurodollar Borrowing, shall be ineffective and such Borrowing shall be maintained or made, as applicable, at a rate determined in a customary manner in good faith by the
Administrative Agent and the Borrowers. 
 Section 2.15 Increased Costs. 

(a) Change In Law. If any Change in Law shall: 

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

(ii) subject any Lender or the Issuing Bank to any Taxes (other than Indemnified Taxes or Other Taxes indemnifiable under
Section 2.17 and Excluded Taxes) on its Loans, loan principal, Letters of Credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto 

(iii) impose on any Lender or the Issuing Bank or the London interbank market any other condition (other than Taxes) affecting
this Agreement, Eurodollar Loans or CDOR Rate Loans made by such Lender or any Letter of Credit or participation therein; 

  
 CREDIT AGREEMENT, Page 80 








 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any
Eurodollar Loan or CDOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum
received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers (it being understood the Foreign Borrowers shall only be liable hereunder for amounts to the extent related to the
Foreign Obligations) will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

 (b) Capital Adequacy. If any Lender or the Issuing Bank determines that any Change in Law regarding capital
adequacy, insurance or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such
Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing
Bank’s holding company with respect to capital adequacy, insurance or liquidity), then from time to time the Borrowers (it being understood the Foreign Borrowers shall only be liable hereunder for amounts to the extent related to the Foreign
Obligations) will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such
reduction suffered. 
 (c) Delivery of Certificate. A certificate of a Lender or the Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered to
the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof. 

(d) Limitation on Compensation. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender
or the Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Parent Borrower of
the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

  
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 Section 2.16 Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan or CDOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan or CDOR Rate Loan other than on the last
day of the Interest Period applicable thereto, (c) the failure to borrow, convert to or from, continue as or prepay any Eurodollar Revolving Loan, Eurodollar Term Loan or CDOR Rate Loan on the date specified in any notice delivered pursuant
hereto (regardless of whether such notice may be revoked under Section 2.11(f) and is revoked in accordance therewith), or (d) the reallocation of any Eurodollar Loan or CDOR Rate Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the applicable Borrower pursuant to Section 2.19 or Section 2.20, then, in any such event, the applicable Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued
on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate or CDOR Loan Rate, as applicable, that would have been applicable to such Loan, for the period from the date of such event to the last day of the then
current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount
for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits of the applicable currency and of a comparable amount and period from other banks in the eurodollar market or the
Canadian bankers’ acceptance market, respectively. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the applicable Borrower and shall be
conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. 

Section 2.17 Taxes. 

(a) Gross Up. Any and all payments by or on account of any obligation of a Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the applicable Withholding Agent shall be required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any
Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, and (ii) the applicable Withholding Agent shall make such deductions and pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law. 
 (b) Payment of Other Taxes. In addition,
each Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
 (c)
Tax Indemnification. Each Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of any Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section 2.17) 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 such payment or liability delivered to the Parent Borrower by a Lender or the Issuing Bank, or by the Administrative
Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error. 

  
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 (d) Receipts. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Borrower to a Governmental Authority, the Loan Party shall deliver to the Administrative Agent for its own account or for the account of the relevant Lender, 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 the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(e) Administrative Agent Indemnity. Each Lender shall indemnify the Administrative Agent, within 30 days after demand
therefor, for (i) the full amount of any Taxes imposed by any Governmental Authority that are attributable to such Lender (but only to the extent that a Borrower has not already indemnified the Administrative Agent for such Taxes and without
limiting the obligation of the Borrowers to do so) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(c)(ii) relating to the maintenance of a Participant Register, in either
case, that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.
Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any
amount due to the Administrative Agent under this paragraph (e). 
 (f) Forms. Each Lender other than a Foreign
Lender shall deliver to the Parent Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed originals of U.S. Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal withholding tax. Each Foreign Lender (including each Participant that acquired a participation from a Foreign Lender) shall deliver
to the Parent Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) (i) two properly completed and duly signed originals of U.S. Internal Revenue
Service (“IRS”) Form W-8BEN, Form W-8ECI or Form W-8IMY (together with any applicable underlying IRS forms), or
any subsequent versions thereof or successors thereto, (ii) in the case of a Foreign Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest”, a statement substantially in the form of Exhibit G and the applicable IRS Form W-8, or any subsequent versions thereof or successors thereto, properly completed and duly executed by
such Foreign Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on payments under this Agreement and the other Loan Documents, or (iii) any other form prescribed by applicable requirements of U.S.
federal income tax law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the Parent
Borrower and the Administrative Agent to determine the withholding or deduction required to be made. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the Parent Borrower or the Administrative Agent. In addition, each Lender shall deliver such forms


  
 CREDIT AGREEMENT, Page 83 








 
promptly upon the obsolescence or invalidity of any form previously delivered by such Lender. Each Lender shall promptly notify the Parent Borrower and the Administrative Agent at any time it
determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this
Section, a Lender shall not be required to deliver any form pursuant to this Section that such Foreign Lender is not legally able to deliver. 

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 Borrower and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Parent Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (ii), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement. 
 (g) Refund. If the Administrative Agent or a Lender or the Issuing Bank determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Loan Party or with respect to which the Loan Party has paid additional amounts pursuant to this Section 2.17,
it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out–of–pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided,
that such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which it deems confidential) to any Loan Party or any other Person. 

(h) VAT. (i) All amounts expressed to be payable under a Loan Document by any party to a Lender which (in whole or
in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply
made by any Lender to any party under a Loan Document and such Lender is required to account to the relevant tax authority for the VAT, that party must pay to such Lender (in addition to and at the same time as paying any other consideration for
such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that party). 

  
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 (ii) If VAT is or becomes chargeable on any supply made by any Lender (the ““Supplier
””) to any other Lender (the
““Recipient””
) under a Loan Document, and any party other than the Recipient (the ““Relevant Party””)
is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

 (x) (where the Supplier is the person required to account to the relevant tax authority for
the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant
Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and 

(i)
 (y) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount
equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. 

(iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense, that party shall
reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that it should reasonably be determined that such Lender is entitled to credit or
repayment in respect of such VAT from the relevant tax authority. 
 (iv) Any reference in this Section 2.17(h) to
any party shall, at any time when such party is treated as a member of a group (including but not limited to any fiscal unities) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is
treated as making the supply, or (as appropriate) receiving the supply under the grouping rules. 
 (v) In relation to any
supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must promptly provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested
in connection with such Lender’s VAT reporting requirements in relation to such supply. 
 (vi) Each party shall
provide the applicable Dutch Borrower and/or German Subsidiary Borrower with an appropriate VAT invoice in respect of any fees, costs or expenses payable by the applicable Dutch Borrower and/or German Subsidiary Borrower to such party pursuant to
this Agreement in accordance with applicable legislation (to the extent applicable to such party). 
 (i) Survival.
The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 

(j) Terms. For purposes of this Section, the term “applicable law” includes FATCA. 

(k) A payment shall not be increased under paragraph (a) above by reason of a Tax Deduction on account of Tax if a
German Borrower is required to deduct taxes under section 50a paragraph 7 of the German Income Tax Act (Einkommensteuergesetz) or a corresponding successor provision for account of a Lender with respect to earnings of such Lender being
subject to German limited income taxation. 

  
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 Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-Offs; Proceeds of Collateral. 
 (a) Payments Generally. Unless otherwise
specified herein, each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 1:00 p.m., Local
Time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to
have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the account designated to the applicable Borrower by the Administrative Agent, except
payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled
thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. All payments under each Loan Document of (i) principal and interest in respect of any Loan and LC Disbursements and participation fees in respect of Letters of Credit shall be made in the currency in which
such Loan or Letter of Credit, respectively, is denominated and (ii) any other amount shall be made in dollars. 
 (b)
Pro Rata Application. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of
principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties. 

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

  
 CREDIT AGREEMENT, Page 86 








 
pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law but subject to Section 10.08, that any
Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Borrower in the amount of such participation. 
 (d) Payments from Borrowers Assumed Made.
Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the applicable
Borrower will not make such payment, the Administrative Agent may assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of
(i) the Federal Funds Effective Rate (or in the case of amounts not denominated in dollars, the Administrative Agent’s cost of funds) and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation. 
 (e) Set-Off Against Amounts Owed Lenders. If any
Lender shall fail to make any payment required to be made by it pursuant to Sections 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(c) or (d) or 10.03(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid. 

(f)
 (f) Application of Proceeds of Collateral and Guaranty. Subject to the terms of any intercreditor agreement entered into by the Administrative Agent in accordance with Section 9.10(e), all
amounts received under the Guaranty Agreement and all proceeds received by the Administrative Agent from the sale or other liquidation of the Collateral when an Event of Default exists shall first be applied as payment of the accrued and unpaid fees
of the Administrative Agent hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses in accordance with Section 10.03) owing to the Administrative Agent in
its capacity as Administrative Agent only, and then any remaining amount of such proceeds shall be distributed: 
 (i)
first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount equal to 102% of the LC Exposure then outstanding; 

(ii) second, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of Loan Obligations, Pari
Passu Notes Obligations and Swap Obligations, until all the Loan Obligations, Pari Passu Notes Obligations and Swap Obligations have been paid and satisfied in full or cash collateralized; 

  
 CREDIT AGREEMENT, Page 87 








 (iii) third, to the Secured Parties, pro rata in accordance with the
respective unpaid amounts of the Deposit Obligations, until all Deposit Obligations have been paid and satisfied in full or cash collateralized; 

(iv) fourth, to the Secured Parties, pro rata in accordance with the respective unpaid amounts of the remaining
Obligations and Pari Passu Notes Obligations; and 
 (v) fifth, to the Person entitled thereto as directed by the
Parent Borrower or as otherwise determined by applicable law or applicable court order. 
 For the avoidance of doubt, on and after the Foreign Collateral
Reallocation, the guarantees provided by the Foreign Subsidiary Loan Parties and the Collateral granted by the Foreign Subsidiary Loan Parties will only guarantee or secure, as applicable, the Foreign Obligations and the proceeds of such guarantee
or Collateral shall be applied as set forth above, but only to the extent the amounts above constitute Foreign Obligations. 

(g) Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Administrative Agent shall ever
acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Obligations or if any proceeds of Collateral received by the Administrative Agent to be
distributed and shared pursuant to this Section 2.18 are in a form other than immediately available funds, the Administrative Agent shall not be required to remit any share thereof under the terms hereof and the Secured
Parties shall only be entitled to their undivided interests in the Collateral or noncash proceeds as determined by paragraph (f) of this Section 2.18. The Secured Parties shall receive the applicable portions
(in accordance with the foregoing paragraph (f)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Administrative Agent in
connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section is held by the Administrative Agent pursuant to this paragraph (g), the Administrative Agent shall hold such
Collateral or other property for the benefit of the Secured Parties and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the
Required Lenders. 
 (h) Return of Proceeds. If at any time payment, in whole or in part, of any amount distributed by
the Administrative Agent hereunder is rescinded or must otherwise be restored or returned by the Administrative Agent as a preference, fraudulent conveyance, or otherwise under any bankruptcy, insolvency, or similar law, then each Person receiving
any portion of such amount agrees, upon demand, to return the portion of such amount it has received to the Administrative Agent. 

Section 2.19 Mitigation Obligations; Replacement of Lenders. 

(a) Mitigation. If any Lender requests compensation under Section 2.15, or if a Borrower is
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

  
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 (b) Replacement. If (i) a Lender requests compensation under
Section 2.15, (ii) a Borrower is required to pay any additional amount to a Lender or any Governmental Authority for the account of a Lender pursuant to Section 2.17, (iii) a Lender is a Defaulting
Lender, or (iv) a Lender shall become a Non-consenting Lender (as defined below), then the Parent Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, (i) terminate the applicable Commitments of such Lender and repay the outstanding principal of its Loans of the relevant Class or
Classes, accrued interest thereon, accrued fees and all other amounts payable to it hereunder as of such termination date or (ii) at its sole expense and effort, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations in one or more Classes (as the Parent Borrower shall elect) under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Parent Borrower shall have received the prior written consent of the Administrative Agent to
such assignee Lender to the extent required by Section 10.04, which consent shall not unreasonably be withheld, (ii) such assignor Lender shall have received payment of an amount equal to the outstanding principal of
its Loans of the relevant Class or Classes (and participations in LC Disbursements and Swingline Loans, to the extent applicable), accrued interest thereon, accrued fees and all other amounts (including, for the avoidance of doubt, any
prepayment premium that would have been payable by the Borrower to such Non-consenting Lender under Section 2.11(a) if such assigning Lender had consented to any Repricing Transaction, in any case,
occurring prior to the six-month anniversary of the Vion Acquisition Closing Date and giving rise to its status as a Non-consenting Lender (assuming that such Repricing
Transaction has occurred on the date of the effectiveness of such assignment and assumption) payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment
will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation
(and such termination and repayment shall not occur) if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and, delegation
or termination and repayment cease to apply (in the case of
a termination and repayment, prior to the date fixed in the applicable notice to such lender for such termination and
repayment). In the event that (i) the Parent Borrower or the Administrative Agent have requested the Lenders to consent to a departure or waiver of any provisions of the Loan Documents or to
agree to any other modification thereto, (ii) the consent, waiver or other modification in question requires the agreement of all Lenders (or, all directly
and adversely affected Lenders or any other Class or group of Lenders other than Required Lenders (or other applicable majority) in accordance with the terms of Section 10.02 and (iii) the Required Lenders (or, in the case of any Class voting, the holders of a majority of the outstanding Loans and
unused Commitments in respect of such Class) have agreed to such consent, waiver or other modification, then any Lender who does not agree to such consent, waiver or other modification shall be deemed a
“Non-consenting Lender”. 
 Section 2.20 Incremental Facilities.

 (a) The Parent Borrower may, by written notice to the Administrative Agent at any time, on one or more occasions, request
to (i) add one or more new tranches of term facilities and/or increase the principal amount of the Term Loans, any Incremental Term Loans or any 

  
 CREDIT AGREEMENT, Page 89 








 
Specified Refinancing Term Loans by requesting new term loans commitments to be added to such Loans (any such new tranche or increase, an “Incremental Term Facility” and any
loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) add one or more new tranches of incremental revolving facilities and/or increase the principal amount of any such tranche of incremental
revolving facilities (each, an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans”
and, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate amount not to exceed the Incremental Amount. Such notice shall set forth (i) the amount of the Incremental Term Loans and/or Incremental
Revolving Commitments being requested (which shall be (x) with respect to Incremental Term Loans denominated in dollars, in minimum increments of $15,000,000, and with respect to Incremental Term Loans denominated in an Alternative Currency, in
minimum increments of the Dollar Equivalent of $7,500,000, (y) with respect to Incremental Revolving Commitments denominated in dollars, in minimum increments of $10,000,000, and with respect to Incremental Revolving Commitments denominated in an
Alternative Currency, in minimum increments of the Dollar Equivalent of $5,000,000 or (z) equal to the remaining Incremental Amount) and (ii) the date, which shall be a Business Day, on which such Incremental Term Loans are requested to be
made and/or Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”) pursuant to an Incremental Facility Activation Notice. 

(b) Incremental Loans may be provided by any existing Lender (it being understood each existing Lender shall have no obligation
to participate in any Incremental Facility), or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent and Issuing Bank shall have consented (such consent not
to be unreasonably withheld) to such Additional Lender’s providing such Incremental Facilities if such consent would be required under Section 10.04(b) for an assignment of Loans to such Additional Lender. 

(c) The creation or provision of any Incremental Facility or Incremental Loan shall not require the approval of any existing
Lender other than any existing Lender providing all or part of any Incremental Facility or Incremental Loan. 
 (d) The
applicable Borrower and each Lender or Additional Lender providing a portion of the Incremental Facilities shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative
Agent shall reasonably specify to evidence the Incremental Facilities of such Lender and/or Additional Lender. Each Incremental Assumption Agreement shall specify the terms of the Incremental Term Loans and/or Incremental Revolving Commitments to be made thereunder; provided that,
(i) subject to exceptions for customary bridge financings (to the extent convertible on customary terms into a permanent
instrument otherwise meeting the conditions in this clause (i)), the final maturity date of any Incremental Term Loan (x) that is a “term loan A” shall be no earlier than the Latest
Maturity Date with respect to Term A Loans and (y) that is a “term loan B” shall be no earlier than the Latest Maturity Date with respect to Term B Loans, (ii)
subject to exceptions for customary bridge financings (to the extent convertible on customary terms into a permanent instrument
otherwise meeting the conditions in this clause (ii)), the weighted average life to maturity of any Incremental Term Loan (x) that is a “term loan A” shall be no shorter than the
remaining weighted average life to maturity of the then-existing Term A Loans (it being agreed, for the avoidance of doubt, that
when calculating the weighted average life to maturity of any Indebtedness being amended, restated, amended and restated, supplemented, extended, renewed, replaced, refinanced or otherwise modified, the effects of any amortization or prepayments
made on such Indebtedness vis-ά-vis the amortization schedule prior to the date of the applicable 

  
 CREDIT AGREEMENT, Page 90 








 
amended, restatement, amendment and restatement, supplement, extension, renewal,
replacement, refinancing or other modification shall be disregarded), and (y) that is a “term loan B” shall be no shorter than the remaining weighted average life to maturity of the
then-existing Term B Loans, in each case calculated as of the date of making such Incremental Term Loan (it being agreed, for
the avoidance of doubt, that when calculating the weighted average life to maturity of any Indebtedness being amended, restated, amended and restated, supplemented, extended, renewed, replaced, refinanced or otherwise modified, the effects of any
amortization or prepayments made on such Indebtedness vis-ά-vis the amortization schedule prior to the date of the applicable amended, restatement, amendment and restatement, supplement, extension, renewal, replacement, refinancing or other
modification shall be disregarded), (iii) such Incremental Facilities may be pari passu or subordinated in right of payment with respect to the Loans outstanding (or made on) the Vion Acquisition
Closing Date and/or pari passu or subordinated in right of security with respect to such Loans (and to the extent so subordinated, the holders of such indebtedness or a representative thereof will enter into a customary intercreditor agreement with
the Loan Parties and the Administrative Agent evidencing such subordination) or may be unsecured (it being understood any such Indebtedness incurred in reliance on the
Incremental Amount shall be deemed to be “Total Indebtedness secured by a Lien” for purposes of calculating the Secured Leverage Ratio set forth therein, regardless of whether secured or unsecured), (iv) any prepayment (other than scheduled amortization payments and voluntary
prepayments) of Incremental Term Loans that are pari passu in right of
payment and security with any then-existing Term Loans that require ratable prepayment shall be made on a pro rata basis with
allsuch then existing Term Loans (and all other then-existing Incremental Term Loans and Specified Refinancing Term Loans requiring ratable prepayment),
subject to the right of the Borrowers to direct the application of voluntary prepayments and except that the Borrower and the lenders in respect of such Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a less than pro
rata basis (but not on a greater than pro rata basis), (v) subject to exceptions for customary bridge financings (to the extent
convertible on customary terms into a permanent instrument otherwise meeting the conditions in this clause (v)), the maturity date or commitment reduction date of any Incremental Revolving Loan
shall be no earlier than the Latest Maturity Date with respect to Revolving Commitments,
(vi) fromif the Effective Date, if the initial yield over the applicable base rate (such calculation for both the Incremental Facility and the
applicable Credit Facility, to include the upfront fees, any interest rate floors (only to the extent greater than that applicable to the Credit Facility then in effect) and any OID (as defined below) but excluding any arrangement, underwriting or
similar fee paid to the Administrative Agent, the Commitment Parties under the Credit Facilities or relevant Persons under the Incremental
Facility)Yield in respect of any Incremental Term Loans and/or Incremental Revolving Commitmentsthat are “term
B loans” that rank pari passu in right of payment orand with respect to security with the relevant Credit Facilities incurred on the Vion Acquisition Closing Date and maturing on (or with
respect to any “term loan B”, on or after) the maturity date of the existing applicable Credit Facilityany Term B Loans outstanding on the Fourth Amendment Date exceeds the initialEffective
yYield for such existing applicable Credit
FacilityTerm B Loans by more than 50 basis points (it being understood that any such increase may take the form of original issue discount
(“OID”), with OID being equated to the interest rates in a manner
determined by the Administrative Agent based on an assumed four-year life to maturity),0.50%, then the Applicable Rate for the existing applicable Credit Facility, to the extent it is pari passu in right of payment or security with such applicable Incremental Facility, shall be increased so
that the initial yield in respect ofsuch relevant Term B Loans shall be increased to the extent necessary so that the
Effective Yield for such Term B Loans is equal to the Effective Yield for such Incremental Term Loans and/or Incremental
Revolving Commitments is no more than 50 basis points higher than the initial yield for the existing applicable Credit
Facilitythat are “term
B 

  
 CREDIT AGREEMENT, Page 91 








 
loans” minus 0.50% and
(vii) to the extent an Incremental Revolving Facility is structured as an additional revolving facility under this agreement and not as an increase to the existing Revolving Commitment hereunder, (x) no more than three revolving facilities
(including any revolving facility constituting Specified Refinancing Debt),
shall be outstanding hereunder at any one time) and (y) the Administrative Agent may, in its reasonable
discretion, take such actions as it deems advisable to allocate Letters of Credit and any participations therein between any revolving facilities. All terms and documentation
with respect to
any Incremental Facilitiesy
which differ fromare materially more
restrictive (taken as a whole) than those with respect to the Loans under the existing applicable
Class of Credit Facility shall be reasonably satisfactory to the Administrative Agent (except to the extent(x) permitted by clauses (i) through (vii) above)of the preceding sentence, (y) applicable
only after the Latest Maturity Date of the relevant Credit Facility outstanding on the Fourth Amendment Date (which may be achieved by an amendment solely among the Parent Borrower
and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)), or (z) otherwise be
reasonably satisfactory to the Administrative
Agent; provided that documentation governing any Incremental Facility may include such materially more restrictive terms so
long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such term for the benefit of each Credit Facility of the same Class (which may be achieved by an amendment solely among the
Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)); provided that if any covenant is added for the benefit of the Term B Loans pursuant to the immediately
preceding proviso, such covenant shall be added to each Class to the extent such Class does not already have such covenant at least as
restrictive. The Administrative Agent shall have
been given prompt written notice thereof and this Agreement is amended to include such covenant for the benefit of each
Credit Facility of the same Class. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby
agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers to effect the provisions of or be
consistent with this Section 2.20. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers’ consent (not to be unreasonably withheld) but without the consent of any other
Lenders, and furnished to the other parties hereto. 
 (e) Notwithstanding
the foregoing, no Incremental Term Loan may be made and no Incremental Revolving Commitment shall become effective under this Section 2.20 unless (i) on the date on which such Loan is made or of such effectiveness,
(A) the conditions set forth in Section 4.04 shall be satisfied (it being understood that all references to “the occasion of any Borrowing” in Section 4.04 shall be deemed to refer
to the Increased Amount Date) and (B) the Parent Borrower is in compliance with the Financial Covenants on a Pro Forma Basis, and the Administrative Agent shall have received a certificate to that effect dated such date and
executed by a Financial Officer of the Parent Borrower, (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental Assumption
Agreement and consistent with those delivered on the Effective Date under Section 4.01; provided that if the proceeds of an Incremental Facility are to be used to finance a PermittedLimited Condition Acquisition, to the extent agreed to by the lenders providing such
Incremental Facility, customary “SunGard” conditionality (including making determinations pursuant to the Permitted Acquisition Determination Method) may be implemented in lieu of theany such conditions
set forth in this clausewill be subject to Section 1.10(ec
)
hereof. 

  
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 Section 2.21 Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

(a) Suspension of Commitment Fees. Commitment fees shall cease to accrue on the unfunded portion of the Revolving
Commitment of such Defaulting Lender pursuant to Section 2.12(a); 
 (b) Suspension of Voting. The Revolving
Commitment, Revolving Exposure of, and the outstanding Term Loans held by, such Defaulting Lender shall not be included in determining whether Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver
pursuant to Section 10.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected
Lenders shall require the consent of such Defaulting Lender; 
 (c) Participation Exposure. If any Swingline Exposure
or LC Exposure exists at the time a Lender becomes a Defaulting Lender then: 
 (i) Reallocation. All or any part of
such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages (or in the case of Swingline Exposure and LC Exposure
denominated in an Alternative Currency, their USD/Multicurrency Applicable Percentage) but only to the extent (w) the sum of all non-Defaulting Lenders’ Revolving Exposures plus such Defaulting
Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments, (x) the sum of all
non-Defaulting Lenders’ USD Only Revolving Exposures plus the allocable portion of such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ USD Only Revolving Commitments, (y) the sum of all non-Defaulting Lenders’ USD/ Multicurrency Revolving Exposures plus the allocable
portion of such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ USD/ Multicurrency Revolving Commitments and (z) no Event of
Default then exists; 
 (ii) Payment and Cash Collateralization. If the reallocation described in clause
(i) above cannot, or can only partially, be effected, the applicable Borrower shall within two (2) Business Days following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving
effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding or cannot be reallocated pursuant to
clause (i) (it being understood that such amount (to the extent not applied as aforesaid) shall be returned in accordance with the procedures set forth in Section 2.05(j)); 

(iii) Suspension of Letter of Credit Fee. If the applicable Borrower cash collateralizes any portion of such Defaulting
Lender’s LC Exposure pursuant to this Section 2.21(c), the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the
period such Defaulting Lender’s LC Exposure is cash collateralized; 

  
 CREDIT AGREEMENT, Page 93 








 (iv) Reallocation of Fees. If the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.21(c), then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance
with such non-Defaulting Lenders’ Applicable Percentages (or in the case of fees arising from Revolving Exposure denominated in an Alternative Currency, such Lenders’ USD/ Multicurrency Applicable
Percentages); and 
 (v) Issuing Bank Entitled to Fees. If any Defaulting Lender’s LC Exposure is neither cash
collateralized nor reallocated pursuant to Section 2.21(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such
Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated; 

(d) Suspension of Swingline Loans and Letters of Credit. So long as any Lender is a Defaulting Lender, the Swingline
Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless (i) it is satisfied that the related exposure will be 100% covered by the Revolving
Commitments of the non-Defaulting Lenders, (ii) cash collateral will be provided by the applicable Borrower in accordance with Section 2.21(c), and/or (iii) participating interests in any such
newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and Defaulting Lenders shall not
participate therein); and 
 (e) Setoff Against Defaulting Lender. Any amount payable to such
Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any mandatory or voluntary prepayment and any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.18(c)
but excluding Section 2.19(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times
as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting
Lender to the Issuing Bank or Swingline Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization of any participating interest in any Swingline Loan or Letter of Credit 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, (iv) fourth, if so determined by the Parent Borrower, held in such account as cash collateral for future funding
obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Borrower or any
Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, after termination of the Commitments to such Defaulting Lender or as otherwise directed by a court
of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of LC Disbursements
for which a Defaulting Lender has not funded its participation obligations and (y) made at a time when the conditions
set forth in Section 4.04 are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior
to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender, until such time as
all Loans and LC Disbursements are held by the Lenders pro rata in accordance with their respective interests under the relevant Credit Facility. 

  
 CREDIT AGREEMENT, Page 94 








 In the event that the Administrative Agent, the Borrowers, the Issuing Bank and the Swingline
Lender each agrees that a Defaulting Lender who is a Revolving Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect
the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in
order for such Lender to hold such Revolving Loans in accordance with its Applicable Percentage and/or USD/ Multicurrency Applicable Percentage, as applicable. 

Notwithstanding the above, the Borrowers’ right to replace a Defaulting Lender pursuant to this Agreement shall be in addition to, and
not in lieu of, all other rights and remedies available to the Borrowers against such Defaulting Lender under this Agreement, at law, in equity or by statute. 

Section 2.22 Specified Refinancing Debt. 

(a) The Borrowers may from time to time, add one or more new term loan facilities and new revolving credit facilities to the
Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the
Parent
Borrowers, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this
Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing
Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of
payment as the other Loans and Commitments
hereunderoutstanding on the Fourth Amendment
Date; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan
Party (or which becomes a Subsidiary Loan Party simultaneously therewith) with respect in each case to the relevant Credit
Facility; (iii) will be (x) unsecured or (y) secured by the Collateral
of the relevant Loan Parties (or Collateral of a subset of the relevant Loan Parties) on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional
prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization)
that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities,
except in connection with customary bridge financings (to the extent convertible on customary terms into a permanent instrument
otherwise meeting the conditions in this clause (y)), will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to
maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced (it being agreed, for the
avoidance of doubt, that when calculating the weighted average life to maturity of such Indebtedness being refinanced, the effects of any amortization or prepayments made on such Indebtedness vis-ά-vis the amortization schedule prior to the
date of the applicable refinancing shall be disregarded); (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to
Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed
Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in
its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations 

  
 CREDIT AGREEMENT, Page 95 








 
therein between any revolving facilities);
(viii) 
subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and
Loansnot materially more restrictive (taken as a whole) than those with respect to the Loans and Commitments being refinanced
or replaced
(as reasonably determined by the Parent Borrower in good faith, which
determination shall be conclusive), except terms (w) as permitted by clauses (i) through (vii) above, (x) applicable only after the maturity date of the then outstanding Loans and Commitments at the time of such replacement,
(y) consistent with then-current market terms for the applicable type of Indebtedness (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive), provided that no financial maintenance covenant
applicable to the Parent Borrower may be added to the Specified Refinancing Debt pursuant to this clause (y) without also being included in this Agreement (which may be achieved by an amendment solely among the Parent Borrower and the
Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)), and, for the avoidance of doubt, it being understood that if such financial covenant is a “springing” financial
maintenance covenant applicable only to revolving Indebtedness, such financial covenant shall be automatically included in this Agreement only for the benefit of each Revolving Facility and not for the benefit of any Credit Facility in respect of
Term Loans hereunder; (z) otherwise be reasonably satisfactory to the Administrative Agent; provided further that documentation governing any Specified Refinancing Debt may include such materially more restrictive terms so long as the
Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such covenant for the benefit of the relevant Credit Facility and Loans being refinanced (which such amendment shall only require the
consent of the Parent Borrower and Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)); and (ix) the Net Cash Proceeds of such
Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and
2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other
covenants or other provisions that are agreed among the Parent Borrower and the
lenders thereof and applicable only during periods after the Latest Maturity Date of
any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all
non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued
interest, fees, discounts, premiums or expenses). 

(b) The Parent Borrower shall make any request for Specified Refinancing Debt pursuant to a written notice to the
Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Debt may be provided by existing Lenders or, subject to the approval of the Administrative Agent and, with respect to revolving
commitments, the Issuing Bank (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), Eligible Assignees in such respective amounts as the Parent Borrower may elect. 

(c) (The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on
the date thereof of each of the conditions set forth in clause (a) above and Section 4.04, and, to
the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the
Security Documents providing for such Specified Refinancing Debt to be secured thereby, consistent with those 

  
 CREDIT AGREEMENT, Page 96 








 
delivered on the Effective Date under
Section 4.01 and, if applicable, on the Rothsay Acquisition Closing Date
or Vion Acquisition Closing Date under Section 4.03 (other than changes
to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative
Agent)such Refinancing Amendment. The Lenders hereby authorize the
Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers as may be necessary in order to establish any Specified Refinancing Debt and to make such technical amendments as may be necessary or
appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such Specified Refinancing Debt, in each case on terms consistent with and/or to effect the provisions of this
Section 2.22. 
 (d) Each Class of Specified
Refinancing Debt incurred under this
Section 2.202.22 shall be in an aggregate principal amount that is (i) (x) not less than $5,000,000 (or if applicable, $C5,000,000, €5,000,000 or the
Dollar Equivalent of $5,000,000 if denominated in another Alternative Currency) and (y) an integral multiple of $1,000,000 (or if applicable, $C1,000,000, €1,000,000 or the Dollar Equivalent of $1,000,000 if denominated in another
Alternative Currency) in excess thereof or (ii) the amount required to refinance all of the applicable Class of Loans and/or Commitments. Any Refinancing Amendment may provide for the making of Refinancing Revolving Loans to, or the
issuance of Letters of Credit for the account of, the Borrowers or any Subsidiary, or the provision to the Borrowers of Swingline Loans, pursuant to any revolving credit facility established thereby, in each case on terms substantially equivalent to
the terms applicable to Letters of Credit and Swingline Loans under the Revolving Commitments. 

(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of
the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Debt
incurred pursuant thereto (including the addition of such Specified Refinancing Debt as separate facilities hereunder and treated in a manner consistent with the Credit Facilities being refinanced, including for purposes of prepayments and voting).
Any Refinancing Amendment may, without the consent of any Person other than the Borrowers, the Administrative Agent and the Lenders providing such Specified Refinancing Debt, effect such amendments to this Agreement and the other Loan Documents as
may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower to effect the provisions of or be consistent with this Section 2.22. In addition, if so provided in the relevant
Refinancing Amendment and with the consent of each Issuing Bank, participation in Letters of Credit expiring on or after the scheduled maturity date in respect of a Class of revolving commitments shall be reallocated from Lenders holding such
revolving commitments to Lenders holding refinancing revolving commitments in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant
Lenders holding refinancing revolving commitments, be deemed to be participation interests in respect of such extended revolving commitments and the terms of such participation interests (including the commission applicable thereto) shall be
adjusted accordingly. 

  
 CREDIT AGREEMENT, Page 97 








 Section 2.23 Ancillary Facilities. 

(a) If any Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this
Section 2.23, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such Borrower. To the extent any Ancillary Facility exists, the following shall apply: 

(i) The applicable Revolving Commitment of the Ancillary Lender shall: 

(A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee
payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the
commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s
Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and 

(B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining
whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this
Agreement). 
 (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving
Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. 

(b) To request the creation of an Ancillary Facility, any Borrower shall deliver to the Administrative Agent not later than five
(5) Business Days
(or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: 

(i) a notice in writing specifying: 

(A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; 

(B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility
(which shall be no later than the Revolving Maturity Date); 
 (C) the type of Ancillary Facility being provided; 

(D) the identity of the Ancillary Lender(s); and 

(E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in
any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; 

  
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 (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary
Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any
applicable definitions used herein); and 
 (iii) such other information that the Administrative Agent may reasonably request
in connection with such Ancillary Facility. 
 The Administrative Agent shall give notice to each Revolving Lender of such Ancillary
Facility notice. 
 (c) (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a
Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment
and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. 
 (ii) To the extent that this
Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed
by such Affiliate in compliance with the terms hereof or such other Loan Document. 
 (iii) Each Ancillary Lender, in its
capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein
(including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lender. 

(d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the
applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable
Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary
Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility
Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and (iv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary
Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the
definition of “Date of Full Satisfaction”. 
 (e) (i) Each Ancillary Facility shall terminate on the Revolving
Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. 

(ii) If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the Ancillary Lender shall be
reduced to zero (and the Revolving Commitments of the Lenders and the Ancillary Lender shall no longer be deemed utilized to the extent set forth above in Section 2.23(a)). 

  
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 (iii) No Ancillary Lender may demand repayment or prepayment of, or cash
collateralization of, any Ancillary Facility Exposure prior to the expiry date of the relevant Ancillary Facility unless any of the following events has occurred and such Ancillary Lender has given the Parent Borrower and the relevant Borrower not
less than three
(3) Business
Days’ notice thereof: 
 (A) the Revolving Maturity Date has occurred; 

(B) the Revolving Loans have been accelerated and the Revolving Commitments terminated and repayment has been demanded
thereof, or the Indebtedness or other obligations thereunder; 
 (C) it has become unlawful in any applicable jurisdiction
for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or 

(D) the Ancillary Facility Exposure, if any, under such Ancillary Facility is refinanced by a Revolving Loan and the relevant
Ancillary Lender provides sufficient notice to permit the refinancing of such Ancillary Facility Exposure with a Revolving Loan; provided that for the purposes of repaying any Ancillary Facility Exposure pursuant to paragraph
(e)(iii)(E) of this Section 2.23, the applicable conditions precedent to borrowing such Revolving Loan shall be met and the relevant Ancillary Facility shall be cancelled. 

(f) Each Borrower to which an Ancillary Facility has been made available and each Ancillary Lender shall, upon request by the
Administrative Agent, promptly supply the Administrative Agent with any information relating to the operation of such Ancillary Facility (including the Ancillary Facility Exposure) as the Administrative Agent may reasonably request. 

(g) The Borrowers acknowledge and consent that Sections 2.14, 2.15, 2.16, 2.17, 2.18(f),
2.19 and 10.12 of this Agreement shall apply to each Ancillary Facility (unless expressly agreed by the relevant Ancillary Lender and the relevant Borrower in their sole discretion). 

(h) In the event of any conflict between the terms of an Ancillary Facility Document and any other Loan Document, the terms of
such other Loan Document shall govern except for (i) Sections 2.12 and 2.13 for the purposes of calculating fees, interest or commission relating to the relevant Ancillary Facility, (ii) any Ancillary Facility comprising more
than one account where the terms of the Ancillary Facility Documents shall prevail to the extent required to permit the netting of balances in respect of such accounts and (iii) where the relevant term of such Loan Document would be contrary
to, or inconsistent with, the law governing the relevant Ancillary Facility Document, in which case the relevant term of such Loan Document shall be superseded by the terms of the such Ancillary Facility Document to the extent necessary to eliminate
the subject conflict or inconsistency; provided, however, that notwithstanding anything to the contrary herein, (x) no Ancillary Facility Document shall contain any representation or warranty, covenant or event of default that is
not set forth in this Agreement (and any such representation or warranty, covenant or event of default not set forth in this Agreement shall be rendered null and void) and (y) all representations and warranties, covenants and events of


  
 CREDIT AGREEMENT, Page 100 








 
default set forth in any Ancillary Facility Document shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this
Agreement (and, to the extent inconsistent therewith, the relevant Ancillary Documents shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person).

 (i) Notwithstanding anything to the contrary herein, in any other Loan Document or in any Ancillary Facility Document,
other than as set forth in Section 8.01(f), no breach of any representation, warranty, undertaking or other term of (or default or event of default under) any Ancillary Facility Document shall be deemed to constitute, or result in, a breach
of any representation, warranty, undertaking or other term of, or Default or Event of Default under, this Agreement or any other Loan Document. 

(j) Notwithstanding any other provision hereunder to the contrary, no amendment or waiver of a term of any Ancillary Facility
Document shall require the consent of any Lender other than the relevant Ancillary Lender.  

ARTICLE III 

Representations and Warranties 

Each Borrower (other than, in respect of Sections 3.11 and 3.12, which are made only by the Parent Borrower) party hereto
represents and warrants on behalf of itself and its Restricted Subsidiaries to the Lenders that: 

Section 3.01 Organization; Powers. Each of the Borrowers and their Restricted Subsidiaries (a) is validly existing under the
laws of the jurisdiction of its organization or formation, except, in the case of a Restricted Subsidiary, where the failure to be so exist could not reasonably be
expected to result in a Material Adverse Effect, (b) has all requisite power and authority to carry on its business as now conducted and (c) except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (where relevant) in, its jurisdiction of organization or formation and every other jurisdiction where such qualification is required.

 Section 3.02 Authorization; Enforceability. Each of the Parent Borrower and the Subsidiary Loan Parties has the
corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Loan Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the
execution, delivery and performance of the Loan Documents to which it is a party. This Agreement has been duly executed and delivered by the Borrowers party hereto, and constitutes, and each other Loan Document to which any Loan
Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Borrower or such other Loan Party (as the case may be), enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 Section 3.03
Governmental Approvals; No Conflicts. The execution, delivery and performance of the Loan Documents: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except
(i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents 

  
 CREDIT AGREEMENT, Page 101 








 
and (iii) for immaterial consents, approvals, registrations,
filing or other actions, (b) will not violate (i) any applicable law or regulation or any order of any Governmental
Authority binding on such Person or (ii) in any material respect,
the charter, by-laws or other organizational documents of such Borrower or any of its Restricted Subsidiaries or any order of any Governmental Authority binding on such Person, (c) will not violate or result in a default under any material
indenture, agreement or other instrument binding upon the Parent Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted
Subsidiaries (unless such payment is not restricted hereunder), and
(d) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan Documents, except to the extent such violation
or default referred to in clause (b)(i) or (c) above could not reasonably be expected to result in a Material Adverse Effect. 

Section 3.04 Financial Condition; No Material Adverse Change. 

(a) Financial Statements. The Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet and
statements of income, stockholders equity and cash flows as of and for the fiscal quarter ended June 29,
2013July 2, 2016 and the fiscal year ended
December 29January 2,
20122016. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such dates and
for such periods in accordance with GAAP. 

(b)
[Reserved]. 

(cb) No Material Adverse Change. Since June 29July 2,
20132016, there has been no material adverse change in the business, assets, property, financial conditions or results of operation, of the Parent Borrower and its Restricted Subsidiaries, taken as a whole (it being understood that the
consummation of the Transactions could not reasonably be expected to have such a material adverse change). 

Section 3.05 Properties. 

(a) Title. Each of such Borrower and its Restricted Subsidiaries has good
title to, or valid leasehold interests in, all its real and personal property material to its business, except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties
for their intended purposes or where the failure to have such title or interest could not reasonably be expected to result in a Material Adverse Effect, and none of the assets
of such Borrower or any such Restricted Subsidiary is subject to any Lien except Liens permitted by Section 6.02. 
 (b) Intellectual Property. Except as could not
reasonably be expected to result in a Material Adverse Effect, (i) each of such Borrower and its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, service names, domain names, copyrights, patents and other
intellectual property necessary for its business and (ii) to the knowledge of such Borrower, the use of any such intellectual property by such Borrower and its Restricted Subsidiaries does not infringe upon the rights of any other Person and
the intellectual property owned by any Loan Party is not being infringed by any other Person. 

  
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 Section 3.06 Litigation and Environmental Matters. 

(a) Litigation. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of such Borrower, threatened in writing against or affecting such Borrower or any of its Restricted Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect or (ii) that as of the
EffectiveFourth Amendment Date, involve any of the Loan Documents or the Transactions to be consummated on or about the EffectiveFourth Amendment Date. 

(b) Environmental Matters. Except as could not reasonably be expected to, either individually or in the aggregate,
result in a Material Adverse Effect, neither such Borrower nor any of its Restricted Subsidiaries (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received written notice of any pending or threatened claim with respect to any Environmental Liability or has knowledge of any event or
circumstance that could reasonably be expected to give rise to such a claim, (iv) knows of any basis for, or that could reasonably be expected to give rise to, any Environmental Liability, or (v) has assumed or retained by contract or
operation of law any obligations under Environmental Law or relating to Hazardous Materials. 
 Section 3.07 Compliance with
Laws. Such Borrower and each of its Restricted Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect. 
 Section 3.08 Investment Company Act
Status. Neither such Borrower nor any of its Restricted Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. 

Section 3.09 Taxes. Such Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns
and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes not overdue by more than 30 days or, if more than 30 days overdue, that are being contested in good faith by
appropriate proceedings and for which such Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. 
 Section 3.10 ERISA; Canadian Benefit Plans. No ERISA Event has occurred or is reasonably expected to
occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. Except as could not
reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, the fair market value of the assets of each Pension Plan was not materially less than the present value of the accumulated benefit obligation under
such Pension Plan (based on the assumptions used for purposes of Accounting Standards Codification No. 715: Compensation-Retirement Benefits) as of the close of the most recent Plan year, as reported in the most recent financial statements
reflecting such amounts. If all of the Pension Plans were terminated (disregarding any Pension Plans with surpluses), the unfunded liabilities with respect to the Pension Plans, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. 

  
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 The Canadian Loan Parties have a formal plan
and commitment to establish one or more Canadian Defined Benefit Plans for the benefit of certain unionized, hourly non-union and salaried employees in connection with the closing of the Rothsay Acquisition.
Applications for registration of these plans will be made following such closing. The Canadian Loan Parties do not, and have not ever, sponsored, administered, participated in or contributed
to a Canadian Multi-Employer Plan, except as may be consented to by the Administrative Agent after the Effective Date (it being understood that at the Administrative Agent’s option it may also request the consent of the Required Lenders in
connection with such determination). Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (i) all Canadian Benefit Plans are or will be, and have been (where applicable),
established, registered (where required), amended, funded, invested and administered in material compliance with the terms of such Canadian Benefit Plans, all applicable laws and any applicable collective agreement; (ii) there is no
investigation by a Governmental Authority or claim (other than routine claims for payment of benefits) pending or, to the knowledge of the Canadian Loan Parties, threatened involving any Canadian Benefit Plan or its assets, and no facts exist which
could reasonably be expected to give rise to any such investigation or claim (other than routine claims for payment of benefits); (iii) all employer and employee payments, contributions and premiums required to be remitted, paid to or paid in
respect of each Canadian Benefit Plan have been paid or remitted in accordance with its terms and all applicable laws; (iv) any Canadian Pension Plans are or will be (within the time period permitted by applicable law) duly registered under all
applicable Canadian federal or provincial pension benefits standards legislation; (v) all material obligations of any Canadian Loan Party required to be performed in connection with the Canadian Pension Plans or the funding agreements therefor
have been performed in a timely fashion; (vi) all reports and disclosures relating to the Canadian Pension Plans required by any applicable laws have been or will be filed or distributed in a timely fashion; (vii) no amount is due and
owing by any of the Canadian Pension Plans under the Income Tax Act (Canada) or any provincial taxation or pension benefits statute; and (viii) no Canadian Pension Termination Event has occurred 

Section 3.11 Disclosure. As of the Effective Date, neither the
Information Memorandum nor any of the otherFourth Amendment Date, none of the written reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent (other than information of a general economic or industry specific
nature, projected financial information or other forward looking information) in connection with the negotiation of this Agreement or any other Loan Document or delivered
hereunder or thereunder (as modified or supplemented by other information so furnished prior to the date on which this representation is made or deemed made), when taken as a whole, contains
any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected
financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made (it being understood that projections may vary from actual results and that such
variances may be material). 
 Section 3.12 Subsidiaries. As of the Effective Date, the Parent Borrower has no
Subsidiaries other than those listed on Schedule 3.12 hereto. As of the Effective Date, Schedule 3.12 sets forth the jurisdiction of incorporation or organization of each such Subsidiary, the percentage of Parent Borrower’s
ownership of the outstanding Equity Interests of each Subsidiary directly owned by Parent Borrower and the percentage of each Subsidiary’s ownership of the outstanding Equity Interests of each other Subsidiary. As of the date required by
Schedule 5.10, Schedule 3.12, as amended or supplemented, sets forth the authorized, issued and outstanding Equity Interests of Parent Borrower and each Subsidiary. All of the outstanding capital stock of Parent Borrower and each
Restricted Subsidiary has been, to the extent applicable, validly issued, is fully paid, and is nonassessable. As of the Effective Date, there are no outstanding subscriptions, options, warrants, calls, or rights (including preemptive rights) to
acquire, and no outstanding securities or instruments convertible into any Equity Interests of any Restricted Subsidiary. 

  
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 Section 3.13 Labor Matters. As of the Effective Date, except as disclosed on Schedule
3.13, (a) there are no strikes, lockouts or slowdowns against the Parent Borrower or any Restricted Subsidiary pending or, to the knowledge of the Parent Borrower, threatened in writing, that would have a material impact on the operations of the
Parent Borrower and the Restricted Subsidiaries and (b) except as could not reasonably be expected to result in a Material Adverse Effect, the hours worked by and payments made to employees of the Parent Borrower and the Restricted Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters. 
 Section 3.14 Solvency. As of the Rothsay Acquisition Closing Date, immediately after the consummation of the Transactions to occur on the Rothsay Acquisition Closing Date and as of the Vion Acquisition Closing Date
(prior to giving effect to the Vion Acquisition, in the case of the Dutch Parent
Borrower, and immediately after the consummation of the Transactions to occur on the Vion Acquisition Closing Date in the case of the Parent Borrower and its Subsidiaries on a consolidated basis), as applicableFourth Amendment Date (a) the sum of the debt (including contingent liabilities) of
(i) the Parent Borrower and its Subsidiaries on a consolidated basis (in the case of the Rothsay Acquisition Closing Date and the Vion Acquisition Closing Date) and (ii) the Dutch Parent Borrower (in the case of the Vion Acquisition Closing
Date), does not exceed the present fair saleable value of the assets of the Parent Borrower and its Subsidiaries on a consolidated basis or the Dutch Parent Borrower, respectively, (b) the capital of
(i) the Parent Borrower and its Subsidiaries on a consolidated basis (in the case of the Rothsay Acquisition Closing Date and the Vion Acquisition Closing Date) and (ii) the Dutch Parent Borrower (in the case of the Vion Acquisition Closing
Date), is not unreasonably small in relation to the business of the Parent Borrower and its Subsidiaries on a consolidated
basis or the Dutch Parent Borrower, respectively, contemplated as of the date hereof and (c) (i) the Parent Borrower and its Subsidiaries, on a consolidated
basis (in the case of the Rothsay Acquisition Closing Date and the Vion Acquisition Closing Date) and (ii) the Dutch Parent Borrower (in the case of the Vion Acquisition
Closing Date), do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature
in the ordinary course of business. For the purposes hereof, (x) the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5) and (y) the term
“present fair saleable value” means the amount that may be realized if the applicable company’s aggregate assets are sold with reasonable promptness in an arm’s length transaction under present conditions for the sale of a
comparable business enterprises. 
 Section 3.15 Margin Securities. Neither the Parent Borrower nor any of its Restricted
Subsidiaries, is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations U or X of the Board of Governors of the
Federal Reserve System) and no part of the proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock in violation of Regulation X or that would entail
a violation of Regulation U of the Board of Governors of the Federal Reserve System (and if required by such regulations or requested by a Lender, the Parent Borrower or such Restricted Subsidiary, as applicable, will provide any applicable Lender
with a signed Form G-3 or U-1 or any successor form, as applicable, containing the information required to be provided on such form by such entity). 

Section 3.16 Security Documents. The Security Documents are effective to create in favor of 

  
 CREDIT AGREEMENT, Page 105 








 
the Administrative Agent for its benefit and the ratable benefit of the Lenders a legal, valid, and enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital
impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law) perfected Lien (subject to Liens permitted by Section 6.02) on the Collateral as security for the relevant Obligations (it being understood that subsequent filings and recordings may be
necessary to perfect Liens on the Collateral pursuant to Section 5.10) of each grantor described therein. 

Section 3.17 Use of Proceeds. The proceeds of the Credit Facilities shall be used (a) to finance in part the Transactions (including working capital and/or purchase price adjustments), (b) to refinance certain existing
indebtedness of the Parent Borrower and its Subsidiaries,
(cb) to pay fees and expenses related to the Transactions and related transactions (including any funding of original issue discount and upfront fees) and (dc) for
 general corporate purposes (including, in the case of the Revolving Facility, the working capital needs, capital expenditures, acquisitions, other investments, Restricted Payments and any other purpose not prohibited under the Loan Documents) of
the Parent Borrower and its Subsidiaries. Letters of Credit will be issued to support transactions entered into by the Parent Borrower or a Restricted Subsidiary in the ordinary course of business and, to the extent permitted or not prohibited
hereby, to support transactions entered into by an Unrestricted Subsidiary in the ordinary course of business. 
 Section 3.18
Patriot Act; OFAC; FCPA. 
 (a) Each of the Parent Borrower and its Subsidiaries is in compliance in all material
respects with the Patriot Act. 
 (b) (i) Each of the Parent Borrower and its Subsidiaries is in compliance, in all material
respects, with the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order
relating thereto; (ii) none of the Parent Borrower or any of its Subsidiaries nor, to the knowledge of the Borrowers, any director, officer, agent or employee of any of the foregoing is (x) a person on the list of “Specially
Designated Nationals and Blocked Persons” or (y) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrowers (other than the
German Subsidiary Borrower) will not directly or, to the knowledge of such Borrowers, indirectly use the proceeds of the Loans, Letter
of Credit or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject
at the time such proceeds are made available to any U.S. sanctions
administered by OFAC, except to the extent licensed or otherwise approved by OFAC and with respect to the German Subsidiary Borrower, the Parent Borrower shall ensure that such German Subsidiary Borrower will not directly or, to the Parent
Borrower’s knowledge, indirectly use the proceeds of the Loans or any Ancillary Facility or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person currently subject
at the time such proceeds are made available to any U.S. sanctions
administered by OFAC, except to the extent licensed or otherwise approved by OFAC; and (iii) no part of the proceeds of any
Loan, Letter of Credit or Ancillary Facility will be used, directly or, to
the knowledge of the Borrowers, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain 

  
 CREDIT AGREEMENT, Page 106 








 
any improper advantage, in violation in any material respect of the United States Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada).

 ARTICLE IV 

Conditions 

Section 4.01 Effective Date. This Agreement shall become effective and the obligations of the Lenders to make Revolving Loans and
any agreement of the Issuing Bank to issue any Letters of Credit hereunder shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02): 

(a) Execution and Delivery of Loan Documents. The Administrative Agent (or its counsel) shall have received (i) a
counterpart of (x) this Agreement signed by the Parent Borrower, the Dutch Parent Borrower and, to the extent the Rothsay Acquisition Closing Date has occurred, the Canadian Borrower and (y) the U.S. Security Agreement and the Guaranty
Agreement, each signed on behalf of each Loan Party party thereto immediately prior to the Effective Date, or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or email transmission of a
signed signature page of this Agreement) that such party has signed a counterpart of such agreements. 
 (b) Legal
Opinions. The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of counsel (including, without limitation, local counsel) for the Loan Parties covering
such matters relating to the Loan Parties and the Loan Documents as of the Effective Date as are customary for financings of this type. The Parent Borrower hereby requests such counsel to deliver such opinions. 

(c) Corporate Authorization Documents. The Administrative Agent shall have received such documents and certificates as
the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party (other than the Dutch Parent Borrower), the authorization of the Transactions to be consummated in connection
with the execution and delivery hereof and any other legal matters relating to the Loan Parties (other than the Dutch Parent Borrower), the Loan Documents or such Transactions as are customary for financings of this type, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel. 
 (d) Dutch Parent Borrower. The Administrative
Agent shall have received: 
 (i) a copy of the articles of association (statuten) of the Dutch Parent Borrower, as
well as an extract (uittreksel) from the Dutch Commercial Register (Handelsregister) of the Dutch Parent Borrower. 

(ii) a copy of a resolution of the board of managing directors of the Dutch Parent Borrower: 

(A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that
it execute the Loan Documents to which it is a party; 

  
 CREDIT AGREEMENT, Page 107 








 (B) if applicable, authorizing a specified person or persons to execute the Loan
Documents to which it is a party on its behalf; and 
 (C) if applicable, authorizing a specified person or persons, on its
behalf, to sign and/or despatch all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or despatched by it under or in connection with the Loan Documents to which it is a party. 

(iii) if applicable, a copy of the resolution of the shareholder(s) of the Dutch Parent Borrower approving the resolutions of
the board of managing directors referred to under clause (ii) above; and 
 (iv) a specimen of the signature of
each member of the board of managing directors of the Dutch Parent Borrower and, if applicable, each person authorized by the resolutions referred to in clause (ii)(B) and/or (ii)(C) above in relation to the Loan Documents. 

(e) Patriot Act. The Administrative Agent shall have received, at least 5 days prior to the Effective Date, all
documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, with respect to the Loan Parties as of the Effective
Date that has been reasonably requested by the Commitment Parties at least 10 days prior to the Effective Date. 
 (f)
Collateral Security. All actions necessary to establish that the Administrative Agent will have a perfected first priority security interest in the Collateral (subject to Liens permitted under this Agreement and it being understood that, to
the extent any Collateral is not or cannot be provided on the Effective Date (other than the grant and perfection of security interests (i) that may be perfected solely by the filing of a financing statement under the Uniform Commercial Code or
PPSA or (ii) in capital stock owned by the Parent Borrower and its Subsidiaries immediately prior to the Effective Date with respect to which a Lien may be perfected by the delivery of a stock certificate) after the Parent Borrower’s use
of commercially reasonable efforts to do so without undue burden or expense, then the provision of such Collateral shall not constitute a condition precedent to the Effective Date, but may instead be provided after the Effective Date pursuant to
arrangements to be mutually agreed between the Parent Borrower and the Administrative Agent). 
 The Administrative Agent
shall notify the Parent Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. 
 Section 4.02
[RESERVEDReserved]. 
 Section 4.03 Vion Acquisition Closing Date. The obligations of the Lenders to make Term B Loans and up to
$200,000,000 of Revolving Loans (such Loans, collectively the “Certain Funds Loans”) on the Vion Acquisition Closing Date shall be subject solely to satisfaction of the following conditions (or the
waiver of such conditions in accordance with Section
10.02):[Reserved].

 (a) Certain Funds Representations; No Certain Funds Event of
Default. The Certain Funds Representations shall be true and correct and no Certain Funds Event of Default shall have occurred and be continuing or would result from the consummation of any Borrowing or from the application of
the proceeds therefrom on the Vion Acquisition Closing Date; 

  
 CREDIT AGREEMENT, Page 108 








 “Certain Funds
Representations” means the representations and warranties solely in respect of the Dutch Parent Borrower in Sections 3.01(a) and
(b), 3.02, 3.03(b)(ii), 3.08, 3.14 (made
solely in respect of the Dutch Parent Borrower (prior to giving effect to the Transactions to occur on the Vion Acquisition Closing Date)), 3.15, 3.16,
3.17 and 3.18(a) of this Agreement. For the avoidance of doubt, a Certain Funds Representation shall not apply in respect of or relate to Vion, or any of the assets
which comprise all or any part of Vion, or a breach of a procuring obligation with respect to any member of Vion. 

(b) Closing Certificate; Solvency Certificate. The Administrative Agent shall have received (i) a Solvency Certificate dated the Vion Acquisition
Closing Date and executed by a Financial Officer of the Dutch Parent Borrower substantially in the form of Exhibit F hereto (with modifications for the making of such certification solely with respect to the
Dutch Parent Borrower) and (ii) a certificate, dated the Vion Acquisition Closing Date and signed by a Responsible Officer of the Parent Borrower, confirming compliance with the conditions set forth in Sections 4.03(a) and (c) (which certificate shall
include the making of the representations and warranties referred to in Section 4.03(a)). 

(c) Vion Acquisition. The Notary (as defined in the Vion
Acquisition Agreement) shall have disbursed the purchase price for the Vion Acquisition pursuant to the Vion Acquisition Agreement, substantially concurrently with
(including, for the avoidance of doubt, subsequent to the funding of the Certain
Funds Loans as necessary to exchange currencies and accommodate local time differences, pursuant to procedures reasonably agreed between the Parent Borrower and the
Administrative Agent and consistent with any applicable notarial deed and/or other customary formalities for transactions of this type in The Netherlands) the
occurrence of the Vion Acquisition Closing Date, and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, in each case in any manner materially adverse to the interests of the Commitment Parties or
the Lenders without the prior written consent of the Commitment Parties or, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that (a) any decrease in the purchase price shall not be materially adverse to
the interests of the Commitment Parties or the Lenders so long as such decrease is allocated to reduce the Term B Commitments on a dollar-for-dollar basis and (b) any increase in the purchase price up to 20% shall not be materially adverse to
the Commitment Parties or the Lenders to the extent such increased purchase price is not funded with Indebtedness of the Parent Borrower or its Restricted
Subsidiaries); 
 (d) Vion Acquisition Closing Date. The Vion Acquisition Closing Date shall have occurred on or before the Long Stop Date. 

(e) Fees and Expenses. To the extent invoiced at least 1
Business Day prior to the Vion Acquisition Closing Date, substantially concurrently with the occurrence of the Vion Acquisition Closing Date, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the
Vion Acquisition Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out of pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party
hereunder or under any other Loan Document (or any fee letter related thereto). 

The Administrative Agent shall notify the Parent Borrower and the Lenders of the Vion Acquisition Closing Date, and such notice shall be
conclusive and binding. 
 Section 4.04 Each Credit Event. The
obligation of each Lender to make a Loan on the occasion of any Borrowing, and any agreement of the Issuing Bank to issue, amend, renew or extend any 

  
 CREDIT AGREEMENT, Page 109 








 
Letter of Credit, other than any Borrowing or issuance, amendment, renewal or extension of such Letter of Credit on the Rothsay
Acquisition Closing Date and other than any Certain Funds Loan on the Vion Acquisition Closing Date, is subject to receipt of the request therefor in accordance herewith and to the
satisfaction of the following conditions: 
 (a) Representations and Warranties. At the time of and immediately
after giving effect to such Borrowing or issuance, amendment, renewal or extension of such Letter of Credit, in each case, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all
material respects with the same force and effect as if such representations and warranties had been made on and as of such date except to the extent that such representations and warranties relate specifically to another date. 

(b) No Default. At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal
or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. 
 Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by each Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this
Section 4.04. 
 Section 4.05 Action by the Lenders during the
Certain Funds Period. During the Certain Funds Period and notwithstanding any provision to the contrary in any Loan Document, except (a) in
the case of a particular Lender, if it would be illegal, due to a Change in Law affecting such Lender occurring after the date such Lender has become a party to this
Agreement, for such Lender to participate in making the Certain Funds Loans hereunder and (b) in circumstances where, pursuant to Section 4.03, a Lender is not obligated to make a Certain Funds
Loan, no Lender shall be entitled to: 

(i)
cancel any of its Commitments to the extent to do so would prevent or limit the making of a Certain Funds Loan;

 (ii) rescind, terminate or cancel this Agreement or any of its
Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit the making of its Certain Funds Loan; 

(iii) refuse to participate in making its Certain Funds Loan;

 (iv) exercise any right of
set-off or counterclaim in respect of its Certain Funds Loan to the extent to do so would prevent or limit the making of its Certain Funds Loan; or 

(v)
cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Documents to the extent to do so would prevent or limit the making of
its Certain Funds Loan; 
 provided
that immediately upon the expiration of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Lenders as provided in the last paragraph of Article VIII notwithstanding
that they may not have been used or been available during the Certain Funds Period. 

  
 CREDIT AGREEMENT, Page 110 








 ARTICLE V 

Affirmative Covenants 

Until the Date of Full Satisfaction, the Parent Borrower (and each other Borrower to the extent applicable) covenants and agrees with the
Lenders that: 
 Section 5.01 Financial Statements and Other Information. The Parent Borrower will furnish to the Administrative
Agent: 
 (a) Annual Audit. Within 90 days after the end of each fiscal year of the Parent Borrower, its audited
consolidated and unaudited consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous
fiscal year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (except
for any such qualification pertaining to the maturity of any Credit Facility occurring within 12 months of the relevant audit or any breach or anticipated breach of any financial covenant) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of operations of the Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; 

(b) Quarterly Unaudited Financial Statements. Within 55 days after the end of each of the first three fiscal quarters of
each fiscal year of the Parent Borrower, its unaudited consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed
portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its
Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; 
 (c) Compliance
Certificate. Concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate in substantially the form of Exhibit D hereto of a Financial Officer of the Parent Borrower
(i) certifying as to whether a Default, which has not previously been disclosed or which has not been cured, has occurred and, if such a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Article VII and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Parent
Borrower’s audited financial statements referred to in Section 3.04 which has not already been disclosed and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate; 
 (d) Rothsay Financials. Promptly upon receipt of the same by the Parent Borrower, Rothsay’s audited consolidated balance sheet and related statements of
operations, stockholders’ equity and cash flows as of the end of the fiscal years 2011 and 2012;
[Reserved]; 

(e) Budget. Within 60 days after the end of the fiscal
year ended December 31, 2013 and 45 days after the end of each fiscal year thereafter of the Parent Borrower, a detailed consolidated budget for the then current fiscal year (including a projected consolidated balance 

  
 CREDIT AGREEMENT, Page 111 








 
sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year) and setting forth the material assumptions used for purposes of preparing such
budget; 
 (f) Public Reports. Promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Parent Borrower or any Restricted Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with
any national securities exchange, as the case may be; 
 (g) Additional Information. Promptly following any reasonable request
therefor (i) material non-privileged
informationsuch additional information as the Administrative Agent (for its own account or upon the reasonable request
from any Lender) from time to time reasonably requests regarding the operations, business affairs and financial condition of Parent Borrower or any Restricted Subsidiary as well as any information
required by the Patriot Act; provided, however, that the Parent Borrower and any its Subsidiaries shall not be required to disclose or provide any information (a) that constitutes non-financial trade secrets or non-financial proprietary
information of such Person or any of its Subsidiaries or any of their respective customers and/or suppliers, (b) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited
by any applicable law, (c) that is subject to attorney-client or similar privilege or constitutes attorney work product or (d) in respect of which the Parent Borrower or any Subsidiary owes confidentiality obligations to any third party;
provided, further, that in the event that the Parent Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender
may reasonably request and
(ii) alldoes not provide information in reliatnc
ed
toon the preceding clause (c) or (d) due to privilege or confidentiality concerns, the Parent Borrower and the other Loan Parties (including but not limited
to names, addresses and tax identification numbers) reasonably requested byor such Restricted Subsidiary shall provide
notice to the Administrative Agent and required by the
Patriot Act to be obtained by the Administrative Agent or any Lender;that such information is being withheld and, in the case of
clause (d), shall use its commercially reasonable efforts to communicate the applicable information in a way that would
not violate the applicable obligation or risk waiver of such privilege); 

(h) ERISA Notices. Promptly upon reasonable request of the Administrative Agent, the Loan Parties and/or their ERISA
Affiliates shall promptly make a request for any documents described in Section 101(k) and 101(l) of ERISA that any Loan Party or any ERISA Affiliate may request of any Multiemployer Plans or notices from such administrator or sponsor and the Parent
Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof; 
 (i) Demand Letter. Promptly after the receipt thereof, a demand letter from the PBGC notifying the Parent Borrower, its Subsidiaries, or any ERISA Affiliates of its decision finding
liability that could reasonably be expected to result in a Material Adverse Effect, a copy of such letter, together with a certificate of the president or a Financial Officer of the Parent Borrower setting forth the action which the Parent Borrower,
its Subsidiaries or their respective ERISA Affiliates proposes to take with respect thereto; and 
 The information required to be delivered
by clauses (a), (b) and (f) of this Section 5.01 shall be deemed to have been delivered on the date on which the Parent Borrower posts such information on its website on the Internet at
www.darlingii.com or when such information is posted on the SEC’s website on the Internet at www.sec.gov (including within any Form 10-K or Form 10-Q);
provided that the Parent 

  
 CREDIT AGREEMENT, Page 112 








 
Borrower shall give notice of any such posting to the Administrative Agent (who shall then give notice of any such posting to the Lenders); provided further, that the Parent
Borrower shall deliver paper copies of any such information to the Administrative Agent if the Administrative Agent or any Lender requests the Parent Borrower to deliver such paper copies. 

Section 5.02 Notices of Material Events. The Parent Borrower will furnish to the Administrative Agent prompt written notice of
(and if applicable, in the case of clause (d) below, the items set forth in) the following: 
 (a)
Default. The occurrence A Responsible Officer of the Parent Borrower obtaining knowledge of the existence
of any Default; 
 (b) Notice of Proceedings. The filing or commencement of any action, suit or proceeding by
or before any arbitrator or Governmental Authority against or affecting the Parent Borrower or any Restricted Subsidiary that could reasonably be expected to result in a Material Adverse Effect; 

(c) ERISA Event. The occurrence of any ERISA Event that, alone or together with any other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect; and 
 (d) Canadian Pensions. 

(i)
If requested by the Administrative Agent, promptly after such request (i) (x)
Ccopies of all actuarial reports and any other material reports which have been filed with a Governmental Authority with respect to each Canadian Defined Benefit Plan, promptly after filing and (y) any material direction, order,
notice, ruling or opinion related to funding, windup or termination of any Canadian Defined Benefit Plan that any Canadian Loan Party may receive from a Governmental Authority with respect to any Canadian Defined Benefit Plan, promptly after receipt. 

(ii) Promptly after any Responsible Officer of the Canadian Borrower obtains actual knowledge thereof, (v) a Canadian
Pension Termination Event, (w) the failure in any material respect to make a required contribution to or payment under any Canadian Benefit Plan when due in accordance with its terms and applicable laws, (x) the occurrence of any event
which is reasonably likely to result in any Canadian Loan Party incurring any liability, fine or penalty with respect to any Canadian Benefit Plan that could reasonably be expected to have a Material Adverse Effect, (y) the establishment of any
new plan which, if it currently existed, would be a Canadian Defined Benefit Plan, or any change to an existing Canadian Defined Benefit Plan that could reasonably be expected to have a Material Adverse Effect or (z) the acquisition of an
interest in any Person if such Person sponsors, administers, or participates in, or has any liability in respect of, any Canadian Defined Benefit Plan. 

(e) Material Adverse Effect. Any other development that results in, or could reasonably be expected to result in, a
Material Adverse Effect. 
 Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

  
 CREDIT AGREEMENT, Page 113 








 Section 5.03 Existence; Conduct of Business. The Parent Borrower will, and will cause
each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence except, solely in the case of a Restricted Subsidiary, where the failure to do so could not
reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any transactions permitted under Section 6.03 or Section 6.05. The Parent
Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect all of its rights, licenses, permits, privileges,
or
franchises, patents, copyrights, trademarks and trade names unless the failure to preserve, renew and keep in full
force and effect such rights, licenses, permits, privileges, or franchises,
patents, copyrights, trademarks or trade names could reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any transactions
permitted under Section 6.03 or Section 6.05. 
 Section 5.04 Payment of
Taxes. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, pay its Tax liabilities before the same shall become more than 30 days overdue, or if more than 30 days overdue, except where (a) (i) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (ii) the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (iii) such
contest effectively suspends collection of the contested obligation and the foreclosure of any Lien securing such obligation or (b) the failure to make payment pending such contest could not reasonably be expected to result in a Material
Adverse Effect. 
 Section 5.05 Maintenance of Properties. The Parent Borrower will, and will cause each of its Restricted
Subsidiaries to, keep and maintain all property in good working order and condition, ordinary wear and tear and casualty and condemnation excepted and except to the extent the failure to do so could not reasonably be expected to result in a Material
Adverse Effect or as otherwise expressly permitted by this Agreement. 
 Section 5.06 Insurance. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, maintain, with financially sound and reputable insurance companies insurance in such amounts (with no greater risk retention) and
against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. The Parent Borrower will furnish to the Lenders, upon reasonable request of the
Administrative Agent (but not more frequently than once per fiscal year), information in reasonable detail as to the insurance so maintained. In the case of insurance policies maintained by any Domestic Loan Party, (a) each general liability
insurance policy shall name the Administrative Agent (or its agent or designee) as additional insured and (b) each insurance policy covering Collateral shall name the Administrative Agent (or its agent or designee) as loss payee and shall
provide that such policy will not be canceled or materially changed without 30 days (or 10 days in the event of a payment default) prior written notice to the Administrative
Agent; provided that with respect to any insurance policies existing on the Closing Date, the requirements under
clause (a) and (b) hereto shall be deemed satisfied if completed within 90 days of the Vion Acquisition Closing Date (or such later date as the Administrative Agent
shall agree in its reasonable discretion)..

 Section 5.07
Books and Records; Inspection and Audit Rights. The
Parent Borrower will, and will cause each of its Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities in
order to permit the preparation of its financial statements in accordance with GAAP. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent, upon reasonable
prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal
business hours 

  
 CREDIT AGREEMENT, Page 114 








 
and as often as reasonably requested; provided that (a) the Parent Borrower shall reimburse the Administrative Agent not more than once each fiscal year for visits, inspections, examinations and discussions conducted under this
Section 5.07 if nonot be required to reimburse such expenses unless
an Event of Default exists at the time thereof (and the Parent Borrower shall reimburse the Administrative Agent for all such
visits, inspections, examinations and discussions conducted when an Event of Default exists) and (b) the Parent Borrower shall have the opportunity to be present at any meeting with its independent accountants. Notwithstanding anything to the contrary in this Section 5.07, the
Parent Borrower and any Restricted Subsidiary will not be required to disclose or permit the inspection or discussion of, any document, information or other matter (1) in respect of which disclosure to the Administrative Agent or any Lender (or
their respective representatives or contractors) is prohibited by law or any binding agreement
not entered into in contemplation of
avoiding such inspection and disclosure rights, (2) that is subject to attorney client or similar privilege or constitutes
attorney work product, (3) in respect of which the Parent Borrower or any Restricted Subsidiary owes confidentiality obligations to any third party not entered into in contemplation of avoiding such inspection and disclosure or (4) that
constitutes non-financial trade secrets or non-financial proprietary information of the Parent Borrower or any Subsidiary thereof and/or any customers and/or suppliers of the foregoing; provided that in the event that any the Parent Borrower or any
Restricted Subsidiary does not provide any information requested in connection with an examination or a discussion permitted under this Section 5.07 in reliance on the preceding clause (2) or (3) due to confidentiality or waiver concerns,
such Person shall provide notice to the Administrative
Agent that such information is being withheld and, in the case of clause (3), shall use its commercially reasonable efforts
to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege. 

Section 5.08 Compliance with Laws. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, comply with
all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

Section 5.09
Environmental Laws. Each Borrower will, and will cause each of its Restricted Subsidiaries
to:[Reserved]. 

(a)
Comply with, and use commercially reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply
with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental
Laws, except in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

(b)
Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply with
all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. 
 Section 5.10 Collateral Matters; Guaranty Agreement.

 (a) Further Assurances. Subject to the terms of the Security Documents, the Agreed Security Principles and
Section 5.10(f), the Parent Borrower will, and will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and
recording 

  
 CREDIT AGREEMENT, Page 115 








 
of financing statements), which may be required under any applicable law, or which the Administrative Agent may reasonably request, to effectuate the transactions contemplated by the Loan
Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. 

(b) Additional Restricted Subsidiaries. Subject to Section 5.10(f) and the Agreed Security Principles, in
furtherance of the foregoing, if any additional Subsidiary is formed or acquired after the Effective Date or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, or the Canadian Borrower Joinder Date occurs,
as applicable, such Borrower will notify the Administrative Agent and the Lenders thereof and (i) if such Subsidiary is a Domestic Subsidiary that is not an Excluded Subsidiary, such Borrower will cause such Restricted Subsidiary to become a
party to the Guaranty Agreement, pursuant to which such Domestic Subsidiary shall guarantee the Obligations (which include the Foreign Obligations), and the U.S. Security Agreement, in each case, promptly after such Restricted Subsidiary is formed,
acquired or designated and promptly take such actions to create and perfect Liens on such Restricted Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure such
Obligations, as the Administrative Agent shall reasonably request, (ii) if such Subsidiary is a Specified Foreign Subsidiary that is not an Excluded Subsidiary, the Parent Borrower will cause such Restricted Subsidiary to become a party to
(A) the Guaranty Agreement, pursuant to which such Foreign Subsidiary shall guarantee the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only the Foreign Obligations and (B) the
Canadian Security Agreement or other applicable Foreign Security Agreement, in each case, promptly after such Restricted Subsidiary is formed, acquired or designated and promptly take such actions to create and perfect Liens on such Restricted
Subsidiary’s assets of the type that would be subject to the type of Security Documents described on Schedule 5.10 to secure the Obligations (until the Pari Passu Notes Repayment Date) and after the Pari Passu Notes Repayment Date, only
the Foreign Obligations, as the Administrative Agent shall reasonably request and (iii) subject to the Agreed Security Principles, if any Equity Interest in any Restricted Subsidiary is acquired after the Effective Date by or on behalf of any
Loan Party or any Unrestricted Subsidiary is designated as a Restricted Subsidiary after the Effective Date, the Parent Borrower will cause the Equity Interests of each such Restricted Subsidiary to be pledged pursuant to the U.S. Security
Agreement, Canadian Security Agreement or other Foreign Security Agreement, as applicable, promptly after such Restricted Subsidiary is formed, acquired or designated (except that, to the extent such pledge secures all the Obligations and not just
the Foreign Obligations, if such Restricted Subsidiary is (x) a Domestic Subsidiary and substantially all of its assets consist of the debt or equity of one or more direct or indirect Foreign Subsidiaries (other than, in the case of Specified
Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of the Foreign Borrowers that are not Specified Foreign Subsidiaries) or
(y) a Foreign Subsidiary (other than Specified Foreign Subsidiaries, prior to the Pari Passu Notes Repayment Date; provided that in no event shall this parenthetical apply to any direct or indirect holding companies of any Foreign
Borrowers which are not Specified Foreign Subsidiaries), the voting Equity Interest in such Restricted Subsidiary to be pledged pursuant to the U.S. Security Agreement, the Canadian Security Agreement and/or Foreign Security Agreement, as
applicable, shall be limited to 65% of the outstanding voting Equity Interests of such Restricted Subsidiary). Notwithstanding anything to the contrary herein and in any other Loan Document but subject to the Agreed Security Principles, on and after
the Pari Passu Notes Repayment Date, the Foreign Subsidiary Loan Parties shall only guarantee the Foreign Obligations and the assets and property of the Foreign Subsidiary Loan Parties shall only secure


  
 CREDIT AGREEMENT, Page 116 








 
the Foreign Obligations and the Lenders hereby authorize the Administrative Agent to take any actions and execute any documents in accordance with Section 9.10 as it
reasonably determines are advisable to evidence or effect the guarantee and security structure contemplated by this sentence (such modified structure, the “Foreign Collateral Reallocation”). 

(c) Excessive Cost. Notwithstanding the provisions of clauses (a) and (b) of this
Section 5.10 or the terms of the U.S. Security Agreement, the Canadian Security Agreement or a Foreign Security Agreement, (i) the Administrative Agent (or its designee) shall not take a Lien (or perfect a Lien) in an
asset of a Loan Party if (A) the Administrative Agent and the Parent Borrower reasonably determine that the burden, difficulty, consequence or cost of granting or perfecting a Lien on such asset (including any stamp, intangibles or other tax)
is disproportionate to the benefit to the Lenders afforded by such Lien on such asset, (B) the granting of a security interest in such asset would be prohibited, in the case of a contract, by enforceable anti-assignment provisions in such
contract or by applicable law or with respect to any other assets to the extent such a pledge would violate the terms of any contract governing the purchase, financing or ownership of such assets or would trigger termination pursuant to any
“change of control” or similar provision under such contract (in each case, after giving effect to the relevant provisions of the Uniform Commercial Code, PPSA or similar law in any jurisdiction, as applicable, in effect in the applicable
jurisdiction and other relevant legislation) or (C) a security or pledge agreement would be required to be governed by the laws of a jurisdiction other than the one in which such Loan Party is then organized, (ii) Liens on the following
assets shall not be required to be perfected: (A) cash and cash equivalents, deposit and securities accounts (including securities entitlements and related assets), in each case to the extent a security interest therein cannot be perfected by
the filing of a financing or registration statement under the Uniform Commercial Code, PPSA or similar law in any jurisdiction, as applicable; (B) other assets requiring perfection through control agreements; and (C) commercial tort claims
less than $10,000,000 and (iii) (A) no Liens on any fee owned or leased real property, vehicles, aircraft, watercraft, similar vehicles or any other assets subject to certificates of title of the Parent Borrower or any of its Subsidiaries shall
be required (and for greater certainty, no Borrower shall be required to make serial number registrations (or like registrations) against any serial number goods (or like concept) and (B) the Loan Parties shall not be required to seek any
landlord waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement. 
 (d)
Designation of Immaterial Subsidiaries as Subsidiary Loan Parties. The Parent Borrower shall cause one or more of its Immaterial Subsidiaries that are not otherwise Excluded Subsidiaries to become a Subsidiary Loan Party (including by causing
any such Immaterial Subsidiary to execute any applicable supplement or joinder to any applicable Security Document and to grant a security interest in any of its Collateral required to be so granted thereunder) to the extent necessary to reduce the
EBITDA of the Immaterial Subsidiaries, individually or collectively, for the 4 fiscal quarter period ended most recently prior to such date to be not greater than 5% of the EBITDA of the Parent Borrower and its Subsidiaries taken as a whole. Upon
becoming a Subsidiary Loan Party, such Immaterial Subsidiary shall cease to be designated an Immaterial Subsidiary. 
 (e)
Timing of Actions and Deliverables. Notwithstanding anything to the contrary herein, all actions and deliverables required under this Section 5.10 shall be deemed taken or delivered promptly if such actions or
deliverables are taken or delivered upon the later of (i) the next delivery date of the financials contemplated by Section 5.01(a) and 5.01(b) and (ii) the date expressly requested by the Administrative Agent acting in its
reasonable discretion. 

  
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 (f) Post-Closing Items.
Within 90 days of the Vion Acquisition Closing Date (or such later date as the Administrative Agent shall agree in its reasonable discretion), the Dutch Parent Borrower shall pledge the Equity Interests of Vion Dutch Opco pursuant to a Foreign Security Agreement and deliver a certified copy of
the share pledge and scan of the register to the Administrative Agent. Within 90 days (or if different, such other time as specified therein) of the Vion Acquisition Closing Date (or such later date as the Administrative Agent shall agree in its
reasonable discretion), the Specified Foreign Subsidiaries shall enter into a Guaranty Agreement and shall complete the items set forth on Schedule 5.10.[Reserved]. 

Section 5.11 Maintenance of Ratings. TheAt any time when a “term B loan” is outstanding under this Agreement, the Parent Borrower will use commercially reasonable efforts to cause to be maintained at all times (a)(i) a corporate family rating, in the case of
Moody’s or (ii) an issuer credit rating, in the case of S&P, for the Parent Borrower and (b) credit ratings for the Credit Facilities from Moody’s and S&P.

 Section 5.12 Canadian Benefit Plans. Each Canadian Loan Party shall, with respect to each Canadian Defined Benefit
Plan: (a) in a timely fashion perform in all material respects all obligations (including funding, investment and administration obligations) required to be performed in connection with such Canadian Defined Benefit Plan; and (b) pay all
material contributions, premiums and payments when due in accordance in all material respects with its terms and all applicable laws. 

ARTICLE VI 
 Negative
Covenants 
 Until the Date of Full Satisfaction, each Borrower covenants and agrees with the Lenders that: 

Section 6.01 Indebtedness. Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur,
assume or permit to exist any Indebtedness, except: 
 (a) (i) Indebtedness created under the Loan Documents (including with
respect to Specified Refinancing Debt), (ii) Indebtedness of the Loan Parties evidenced by Refinancing Notes and any Permitted Refinancing Indebtedness in respect thereof and (iii) Indebtedness of the Loan Parties evidenced by Refinancing
Junior Loans and any Permitted Refinancing Indebtedness in respect thereof; 
 (b)
Indebtedness in respect of (i) the Pari Passu Notes (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof as included in the definition of “Pari Passu Notes”), (ii) [reserved] and (iii)
the New Senior Unsecured Notes (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof as included in the definition of “New Senior Unsecured Notes” and any proceeds of such notes funded into escrow prior to the Vion Acquisition Closing Date); provided the aggregate principal amount of
Indebtedness at any time outstanding under clause (iii) shall not exceed
$1,300,000,000;); 

(c) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and amendments, modifications, extensions,
renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except as otherwise permitted by this Section 6.01; 

(d) Indebtedness among the Parent Borrower and its Subsidiaries (including between or among Subsidiaries); provided
that, (i) all such Indebtedness of any Loan Party 

  
 CREDIT AGREEMENT, Page 118 








 
owing to an Excluded Subsidiary must, subject to applicable law, regulations and orders of any Governmental Authority, be expressly subordinated to such Loan Party’s Obligations on terms and
conditions reasonably satisfactory to the Administrative Agent, it being understood that payments may be made thereon unless an Event of Default has occurred and is continuing and the Loans have been accelerated in accordance with
Section 8.01, and it being understood that,
with respect to any such Indebtedness incurred or assumed in connection with the Vion
Acquisition, any such subordination documentation may be put in place within 90 days after the Vion Acquisition Closing Date (or such longer period as the Administrative Agent may agree to)
and (ii) any Indebtedness owing to the Parent Borrower or any Restricted Subsidiary by any Excluded Subsidiary shall be subject to compliance with Section 6.04; 

(e) Guarantees by the Parent Borrower of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the
Parent Borrower or any other Subsidiary; provided that (i) Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness of any Excluded Subsidiary shall be subject to compliance with
Section 6.04, (ii) Guarantees permitted under this clause (e) shall be subordinated to the Obligations of the applicable Restricted Subsidiary to the same extent and on terms not materially less favorable to the
Lenders as the Indebtedness so Guaranteed is subordinated to the Obligations and (iii) no New Senior Unsecured Notes, Pari Passu Notes, Refinancing Notes or any Refinancing Junior Loans shall be Guaranteed by any Restricted Subsidiary unless
such Restricted Subsidiary is a Loan Party (or becomes a Loan Party substantially simultaneously therewith) that has Guaranteed the applicable Obligations or Foreign Obligations pursuant to a Guaranty Agreement; 

(f) (i) Indebtedness of the Parent Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction,
repair or improvement of any assets (including rolling stock), including Capital Lease Obligations, mortgage financings, purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings), (ii)
Indebtedness of the Parent Borrower or any Restricted Subsidiary assumed in connection with the acquisition of any assets or secured by a Lien on any assets prior to the acquisition
thereof (provided that the Parent Borrower shall provide prior written notice to the Administrative Agent of any such assumption to the extent such assumed Indebtedness is in
excess of $50,000,000), and (iii) any amendments, modifications, extensions, renewals and replacements of any such Indebtedness permitted by this clause (f) that do not increase
the outstanding principal amount thereof except as otherwise permitted by this Section 6.01; provided that (A) in the case of clause (f)(i), such Indebtedness is incurred prior to or within 180270
days after such acquisition or the completion of such construction, repair or improvement and (B) in the case of clauses
(f)(i) and (f)(ii), on a Pro Forma Basis after giving effect to the incurrence of any such Indebtedness, the Parent Borrower is in compliance with the Financial Covenants (which, if financing a Permitted Acquisition, shall be calculated in a manner consistent with the Permitted Acquisition Determination Method), it being agreed that from and after the Second
Amendment Effective Date no more than $100,000,000 of such Indebtedness may be outstanding at any time to the extent such Indebtedness is incurred at times
whenand the Parent Borrower’s Secured Leverage Ratio on a Pro Forma Basis is greater than 2.75 to 1.00 (which,
if financing a Permitted Acquisition, shall be calculated in a manner consistent with the Permitted Acquisition Determination
Method);does not exceed 4.00 to 1.00. 

(g) Indebtedness arising in connection with Swap Agreements permitted by Section 6.07;
provided that Guarantees by any Loan Party of such Indebtedness of any Excluded Subsidiary shall be subject to compliance with Section 6.04; 

  
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 (h) (i)
Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof and (ii) amendments,
modifications, extensions, renewals and replacements thereof which do not increase the principal amount thereof (other than by unpaid interest, fees, expenses and any
prepayment premium of make whole amount) except as otherwise permitted by this
Section 6.01; provided
that in the case of clause (h)(i)
(A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such
Person becoming a Restricted Subsidiary, and (ii) the aggregate principal amount
ofB) on a Pro Forma Basis after giving effect to the incurrence of any such Indebtedness permitted by this clause
(h) of this Section 6.01 shall, the Total Leverage Ratio
does not exceed $175,000,000 at any time
outstanding5.50 to 1.00 and the Secured Leverage Ratio does not exceed 4.00 to 1.00; 
 (i)
obligations in respect of workers compensation claims, health, disability or other employee benefits, unemployment insurance and other social security laws or regulations or property, casualty or liability insurance and premiums related thereto,
self insurance obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar obligations incurred by the Parent Borrower or any Restricted Subsidiary, in each case in the ordinary course of
business; 
 (j) to the extent constituting Indebtedness, contingent obligations arising under indemnity agreements to title
insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to the real property of the Parent Borrower or any Restricted Subsidiary; 

(k) to the extent constituting Indebtedness, customary indemnification and purchase price adjustments or similar obligations
(including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; 

(l) to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations and liabilities
to the extent they are permitted to remain unfunded under applicable law; 
 (m) to the extent constituting Indebtedness,
deferred compensation payable to directors, officers, employees, members of management or consultants of the Parent Borrower and the Restricted Subsidiaries; 

(n) Indebtedness in respect of repurchase agreements constituting Permitted Investments; 

(o) Indebtedness consisting of promissory notes issued by the Parent Borrower or any Restricted Subsidiary to future, present
or former directors, officers, members of management, employees or consultants of the Parent Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of
Equity Interests of the Parent Borrower permitted by Section 6.08; 
 (p) cash management
obligations and Indebtedness incurred by the Parent Borrower or any Restricted Subsidiary in respect of netting services, overdraft protections, commercial credit cards, stored value cards, purchasing cards and treasury management services,
automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network services, dealer
incentive, supplier finance or similar programs, Society for Worldwide Interbank Financial Telecommunication transfers, 

  
 CREDIT AGREEMENT, Page 120 








 
cash pooling and operational foreign exchange management and similar arrangements, in each case entered into in the ordinary course of business in connection with cash management, including among
the Parent Borrower and its Subsidiaries, and deposit accounts; 
 (q) (i) Indebtedness consisting of the financing of
insurance premiums and (ii) take-or-pay obligations constituting Indebtedness of the Parent Borrower or any Restricted Subsidiary, in each case, entered into in the
ordinary course of business; 
 (r) Indebtedness incurred by a Loan Party
constituting reimbursement obligations with respect to letters of credit (other than Letters of Credit issued pursuant to this Agreement), bank guarantees or similar instruments
issued for the purposes described in Section 6.02(d), (e), (i) and
(k) or issued to secure trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business and the
obligations arising under drafts accepted and delivered in connection with a drawing thereunder; provided that (i) upon the drawing of any such
letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence and (ii) the aggregate outstanding face amount of all such letters of credit or bank guarantees does not
exceed the greater of $20,000,000
and 0.5% of Consolidated Total Assets at any time; 

(s) obligations, contingent or otherwise, for the payment of money under any noncompete, consulting or similar agreement
entered into with the seller of a Target or any other similar arrangements providing for the deferred payment of the purchase price for an acquisition permitted hereby; 

(t) Indebtedness of the type described in clause (e) of the definition thereof to the extent the related Lien is
permitted under Section 6.02; 
 (u)
[Reserved]Indebtedness consisting of Receivables
Facilities; 
 (v) other Indebtedness of the Parent Borrower and
its Restricted Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed $50,000,000the greater of $150,000,000 and 3.0% of Consolidated Total Assets at any time
outstanding; 
 (w) Indebtedness in the form of (i) Guarantees of Indebtedness of the Renewable Diesel Joint
Venture; provided that on a Pro Forma Basis after giving effect to the incurrence of such Guarantee, the Parent Borrower would have been in compliance with the covenant set forth in Section 7.02 as of the last day of
the immediately preceding fiscal quarter and (ii) Guarantees of any obligation to make an Investment in the Renewable Diesel Joint Venture permitted to be made in accordance with Section 6.04; 

(x) (i) additional Indebtedness to the extent that on a Pro Forma Basis after giving effect to the incurrence of such
Indebtedness, the Parent Borrower is in compliance with the covenant set forth in Section 7.02 for the most recently ended fiscal quarter for which financial statements have been delivered at the time of the incurrence of such Indebtedness and (ii) Permitted Refinancing Indebtedness with respect to debtIndebtedness referred to in clause (i). 
 (y) Indebtedness of Restricted
Subsidiaries that are not Loan Parties in an aggregate amount outstanding not to exceed
$125,000,000the greater of $150,000,000 and 3.0% of
Consolidated Total Assets in the aggregate provided such Indebtedness is either (xi) unsecured (but which may be guaranteed by the Parent Borrower pursuant to
Section 6.01(e))) or (yii) secured by only the Equity Interests in or assets of
suchany Restricted Subsidiary that is not a Subsidiary Loan Party; 

  
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 (z) intercompany Indebtedness among the Parent Borrower and its Subsidiaries
described in the PWC Steps Memo (or implied thereunder as necessary to implement the transactions described therein);

 (aa) any liability of the Group arising under a declaration of joint and several liability (hoofdelijke
aansprakelijkheid) as referred to in Article 2:403 of the Dutch Civil Code, issued prior to the date of this Agreement or any joint and several liability (hoofdelijke aansprakelijkheid) under any fiscal unity (fiscale eenheid) for
Dutch corporate income purposes provided that all members of the fiscal unity are members of the Group; 
 (bb) (i) notes
or loans (or commitments in respect thereof) that are unsecured, or secured by Liens on the Collateral ranking junior to or pari passu with the
Liens securing the Obligations incurred on the Vion Acquisition Closing Date, and loans that are unsecured or secured by Liens on Collateral ranking junior to the Liens
securing the Obligations incurred on the Vion Acquisition ClosingCredit Facilities outstanding on the Fourth
Amendment Date pursuant to an intercreditor agreement in form reasonably satisfactory to the Administrative Agent (any such Indebtedness, “Incremental Equivalent Debt”);
provided that (A) the aggregate
initialoutstanding principal amount of all Incremental Equivalent Debt shall not exceed the amount permitted to be incurred under the Incremental Amount (it
being understood any such Indebtedness incurred in reliance thereof shall be deemed to be “Total Indebtedness secured by a Lien” for purposes of calculating the Secured Leverage Ratio set forth therein, regardless of whether secured or
unsecured), (B) the incurrence of such Indebtedness shall be subject to clauses (i), (ii),
(iv), and (vsolely in the case of loans (or commitments in respect
thereof) which rank pari passu in right of payment and with respect to security with the Term B Loans outstanding on the Fourth Amendment Date, clause (vi) of
Section 2.20(d), as if such Incremental Equivalent Debt constituted Incremental Term Loans and,
(C) the financial maintenance covenants (if any) applicable to such Incremental Equivalent Debt shall not be, when taken as a whole, materially more favorable, to the holders of such Indebtedness than those applicable under this Agreement (except
for such financial maintenance covenants or other provisions applicable only to periods after the Latest Maturity Date); or the
Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each Credit Facility (which such amendment may be effected by an amendment
signed by the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment) and, for the avoidance of doubt, it being understood that if such financial covenant is a “springing”
financial maintenance covenant applicable only to revolving Indebtedness, such financial covenant shall be automatically included in this agreement only for the benefit of each Revolving Facility and not for the benefit of any Credit Facility in
respect of Term Loans hereunder) and (D) solely with respect to Indebtedness in the form of loans which rank
pari
passu in right of
payment, and secured by Liens on the Collateral ranking pari
passu with
 the Liens securing, the Term B Loans outstanding on the Fourth Amendment Date, all other terms with respect to such loans which are materially more restrictive (taken as a whole) than those with respect to the Loans under the existing applicable
Class of Credit Facility shall be (x) permitted by clauses (A) through (C) of the preceding sentence, (y) applicable only after the Latest Maturity Date of the relevant Credit Facility outstanding on the Fourth Amendment Date
(which may be achieved by an amendment solely among the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)), or (z) otherwise be reasonably satisfactory
to the Administrative 

  
 CREDIT AGREEMENT, Page 122 








 
Agent; provided that documentation governing any such loan may include such
materially more restrictive terms so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such term for the benefit of each Credit Facility of the same Class (which may be
achieved by an amendment solely among the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)) and (ii) Permitted Refinancing Indebtedness with respect
to the Indebtedness referred to in clause (bb)(i) above; 
 (cc)
Indebtedness in respect of any letter of credit or bank guarantee issued in favor of any Issuing Bank to support any Defaulting Lender’s participation in Letters of Credit issued; 

(dd) Indebtedness of the Parent Borrower or any Restricted Subsidiary to the extent that 100% of such Indebtedness is supported
by any Letter of Credit; 
 (ee) customer deposits and advance payments received in the ordinary course of business from
customers for goods and services purchased in the ordinary course of business; 
 (ff) Indebtedness of the Parent Borrower or
any Restricted Subsidiary under any Ancillary Facility; and 
 (gg)
(all premiums (if any), interest (including post-petition interest), fees, prepayment premium and make whole amounts, expenses, charges and additional or
contingent interest on obligations described in clauses (a) through (ff) above. 
 Section 6.02 Liens.
Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any asset now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

 (a) Liens created under the Loan Documents (including in respect of the Liens securing the Pari Passu Notes
Obligations) and the Ancillary Facility Documents; 
 (b) Liens imposed by law for taxes, assessments and governmental
charges (i) that are not overdue by more than 30 days or, if more than 30 days overdue, are being contested in a manner consistent with Section 5.04 or (ii) with respect to which the failure to make payment could
not reasonably be expected to have a Material Adverse Effect; 
 (c) carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s, landlord’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations (i) that are not overdue by more than 30 days or, if more than 30 days overdue, are
being contested in a manner consistent with Section 5.04 or (ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; 

(d) pledges and deposits made in the ordinary course of business (i) in compliance with workers’ compensation,
health, disability or other employee benefits, unemployment insurance and other social security laws or regulations, property, casualty or liability insurance or premiums related thereto or self insurance obligations or (ii) to secure letters
of credit, bank guarantees or similar instruments posted to support payment of items set forth in the foregoing clause (d)(i); provided that such letters of credit and bank guarantees are issued in compliance with
Section 6.01; 

  
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 (e) Liens securing the performance of, or granted in lieu of, contracts with
trade creditors, contracts (other than in respect of debt for borrowed money), leases, bids, statutory obligations, customs, surety, stay, appeal and performance bonds, performance and completion guarantees and other similar obligations of a like nature, in each case entered into in the ordinary course
of business and deposits securing letters of credit, bank guarantees or similar instruments posted to support payment of the items set forth in this clause (e); provided that (i) such letters of credit (other than the Letters of
Credit), bank guarantees or similar instruments are issued in compliance with Section 6.01 and (ii) the Liens permitted by this clause (e) shall at no time encumber any assets other than (A) the amount
of cash or marketable investments required to be pledged thereunder and (B) with respect to customs and surety bonds, performance bonds, and performance and completion guarantees or similar obligations, the specific assets in respect to which
such bonds or guarantees are issued and which are customarily encumbered under similar bond and guarantee transactions; 

(f) Liens in respect of judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights
relating to litigation being contested that do not constitute an Event of Default under clause (j) of Section 8.01; 

(g) easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and
other minor irregularities in title (including leasehold title), in each case, that do not materially and adversely interfere with the ordinary conduct of business of the Parent Borrower or any Subsidiary; 

(h) Liens arising from filing UCC or PPSA (or similar law of any jurisdiction) financing statements regarding leases and
consignment or bailee arrangements permitted or not prohibited by any of the Loan Documents and Liens securing liabilities in respect of indemnification obligations thereunder as long as each such Lien only encumbers the assets that are the subject
of the related lease (or contained in such leasehold) or consignment or bailee; 
 (i) any interest or title of a lessor,
sublessor, licensee, sublicense, licensor or sublicensor under any lease or license agreement permitted or not prohibited by any of the Loan Documents and any leases, subleases, licenses or sublicenses granted in the ordinary course of business not
interfering in any material respect with the business of the Parent Borrower or any Restricted Subsidiary; 
 (j) the rights
reserved to or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Parent Borrower or any of its Restricted Subsidiaries or by a statutory provision to terminate any such lease, license, franchise, grant
or permit or to require periodic payments as a condition to the continuance thereof; 
 (k) Liens granted in the ordinary
course of business to secure: (i) liabilities for premiums or reimbursement obligations to insurance carriers, (ii) liabilities in respect of indemnification obligations under leases or other Contractual Obligations, and (iii) letters
of credit, bank guarantees or similar instruments posted to support payment of items set forth in this clause (k); provided that (x) such letters of credit, bank guarantees or similar instruments are issued in compliance with
Section 6.01, (y) the Liens permitted by clause (k)(iii) shall at no time encumber any assets other than the amount of cash or marketable investments required to be pledged thereunder and (z) the Liens permitted
by clause (k)(i) shall at no time encumber assets other than the unearned portion of any insurance premiums, the insurance policies and the proceeds thereof; 

  
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 (l) Liens (i) of a collection bank arising under Section 4–210 of
the Uniform Commercial Code on items in the course of collection, (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set–off), (iii) arising in connection with pooled deposit or
sweep accounts, cash netting, deposit accounts or similar arrangements of the Parent Borrower or any Restricted Subsidiary and consisting of the right to apply the funds held therein to satisfy overdraft or similar obligations incurred in the
ordinary course of business of such Person, (iv) encumbering reasonable customary initial deposits and margin deposits and (v) granted in the ordinary course of business by the Parent Borrower or any Restricted Subsidiary to any bank with
whom it maintains accounts to the extent required by the relevant bank’s (or custodian’s or trustee’s, as applicable) standard terms and conditions (including, without limitation, any Lien arising by entering into standard banking
arrangements (AGB-Banken order AGB-Sparkassen) in Germany), in each case, which are within the general parameters customary in the banking industry; 

(m) Liens in favor of a commodity, brokerage or security intermediary who holds a commodity, brokerage or, as applicable, a
security account on behalf of the Parent Borrower or a Restricted Subsidiary provided such Lien encumbers only the related account and the property held therein; 

(n) any Lien on any asset of the Parent Borrower or any Restricted Subsidiary existing on the date hereof and set forth in
Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Parent Borrower or any Restricted Subsidiary (other than the proceeds and products thereof and accessions thereto, except that
individual financings provided by a Person or its Affiliates may be cross collateralized to other financings provided by such Person or its Affiliates) and (ii) such Lien shall secure only those obligations which it secures on the Effective
Date and obligations not otherwise prohibited under the Loan Documents and amendments, modifications, extensions, renewals and replacements thereof (which, if such obligations constitute Indebtedness, are permitted by
Section 6.01); 
 (o) any Lien existing on any equipment (including rolling stock), fixtures or
real property or any assets subject to the Indebtedness permitted under clause (f)(ii) of Section 6.01, in each case, prior to the acquisition thereof by the Parent Borrower or any Restricted Subsidiary or existing
on any such property or assets of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in
connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other assets of the Parent Borrower or any Restricted Subsidiary (other than the proceeds or products
thereof and after-acquired property subjected to a Lien pursuant to the terms existing at the time of such acquisition (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not
have applied but for such acquisition)); and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and any amendments,
modifications, extensions, renewals or replacements thereof and if such obligations (or as applicable, any amendments, modifications, extensions, renewals or replacements thereof) are Indebtedness, such Indebtedness is otherwise permitted by
Section 6.01 (it being understood for purposes of this clause (o) that individual financings provided by a Person or its Affiliates may be cross collateralized to other financings provided by such Person or its
Affiliates); 
 (p) (i) Liens on specific assets (including rolling stock) acquired, constructed, repaired or improved by the
Parent Borrower or any Restricted Subsidiary (including the interests of vendors and lessors under conditional sale, title retention agreements and extended 

  
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title retention (verlangenter Eigentumsvorbehalt)); provided that (A) such security interests secure Indebtedness permitted by clause (f) or clause
(v) of Section 6.01, (B) in the case of Indebtedness incurred under Section 6.01(f)(i) such security interests and the Indebtedness secured thereby are incurred prior to or within 180270
days after such acquisition or the completion of such construction, repair or improvement and (C) such security interests shall not apply to any other assets of the Parent Borrower or any Restricted Subsidiary, and (ii) any amendments,
modifications, extensions, renewals or replacements thereof and if such obligations (or as applicable, any amendments, modifications, extensions, renewals or replacements thereof) are Indebtedness, such Indebtedness is otherwise permitted by
Section 6.01 (it being understood for purposes of this clause (p) that individual financings provided by a Person or its Affiliates may be cross collateralized to other financings provided by such Person or its
Affiliates); 
 (q) Liens in favor of customs and revenue authorities arising as a matter of law in the ordinary
course of business to secure payment of customs duties that (a) are not overdue by more than 30 days or, if more than 30 days overdue, are being contested in a manner consistent with Section 5.04 or (b) with
respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; 
 (r) Liens
(i) (A) on advances of cash or Permitted Investments in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such
Investment, and (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have
been permitted and (ii) on cash earnest money deposits made by the Parent Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; 

(s) Liens in favor of the Parent Borrower or any Restricted Subsidiary securing Indebtedness permitted under
Section 6.01(d) or other obligations owed to the Parent Borrower or a Restricted Subsidiary; provided that any such Liens encumbering any Collateral shall be subordinated to the Liens of the Administrative Agent on terms and
conditions reasonably satisfactory to the Administrative Agent; 
 (t) Liens that are contractual rights of set-off relating to purchase orders and other similar agreements entered into in the ordinary course of business; 

(u) Liens representing the interest of a purchaser of goods sold by the Parent Borrower or any of its Restricted Subsidiaries
in the ordinary course of business under conditional sale, title retention and extended title retention (verlängerter Eigentumsvorbehalt), consignment, bailee or similar arrangements; provided that such Liens arise only
under the applicable conditional sale, title retention, consignment, bailee or similar arrangements and such Liens only encumber the good so sold thereunder; 

(v) Liens on repurchase agreements constituting Permitted Investments; 

(w) other Liens securing Indebtedness or other obligations in an aggregate principal
amount not to exceed $50,000,000the greater of
$150,000,000 and 3.0% of Consolidated Total Assets at any time outstanding; provided that to the extent any Liens are incurred under this clause (w) to secure any Indebtedness for borrowed money
with any of the Collateral, the Parent Borrower, the applicable Loan Parties and the Administrative Agent shall enter into a customary intercreditor agreement in form and substance reasonably satisfactory to the Parent Borrower and the Administrative Agent providing for such Indebtedness to be secured with the
applicable 

  
 CREDIT AGREEMENT, Page 126 








 
Obligations on, at the Parent Borrower’s option, a pari passu or junior basis to the Liens securing such Obligations (and the parties hereto hereby authorize the Administrative Agent to negotiate and enter into any such
documentation); provided further,
that a Lien securing Indebtedness or other obligations shall be deemed to exist pursuant to this clause (w) in an amount equal to the aggregate solvency deficits of all Canadian Defined Benefit Plans administered, maintained, participated in or
contributed to, by the Canadian Loan Parties, determined by reference to the most recent valuation reports thereof required to be delivered to the applicable regulators; 

(x) Liens (i) on Equity Interests in joint ventures (including the Renewable Diesel Joint Venture) or Unrestricted
Subsidiaries; provided such Liens secure capital contributions to, or
Indebtedness ofor other obligations
of, such joint venture or Unrestricted Subsidiary, as applicable, (ii) consisting of customary rights of first refusal and tag, drag and similar rights in joint venture agreements and
agreements with respect to non-wholly owned Subsidiaries and (iii) consisting of any encumbrance or restriction (including put and call arrangements) in favor of a joint venture party with respect to
Equity Interests of, or assets owned by, any joint venture or similar arrangement pursuant to any joint venture or similar agreement; 

(y) Liens on (i) the Equity Interests of the Renewable Diesel Joint Venture in favor of the holder of (A) any
Indebtedness of the Renewable Diesel Joint Venture, (B) any Guarantee by the Parent Borrower or any Restricted Subsidiary of such Indebtedness otherwise permitted under this Agreement or (C) any Guarantee by the Parent Borrower or any
Restricted Subsidiary of the commitment by the Parent Borrower or any Restricted Subsidiary to make an Investment in the Renewable Diesel Joint Venture permitted to be made under this Agreement and (ii) cash and cash equivalents to secure
(A) obligations of the Parent Borrower or any Restricted Subsidiary to make an Investment in the Renewable Diesel Joint Venture permitted under this Agreement or (B) obligations in respect of a letter of credit posted to support
obligations of the type set forth in the foregoing clause (y)(ii)(A); 
 (z) Liens on property constituting Collateral
of the Loan Parties securing obligations issued or incurred under (i) any Refinancing Notes and the Refinancing Notes Indentures related thereto and any Permitted Refinancing Indebtedness in respect thereof, (ii) any Refinancing Junior
Loans and the Refinancing Junior Loans Agreements and any Permitted Refinancing Indebtedness in respect thereof, in each case, to the extent required by the documentation in respect of such notes or loans, as applicable and (iii) Incremental
Equivalent Debt and any Permitted Refinancing Indebtedness in respect thereof; provided that (x) at the time of incurrence thereof such obligations are permitted to be secured pursuant to the definitions of Refinancing Notes,
Refinancing Junior Loans, Incremental Equivalent Debt or Permitted Refinancing Indebtedness in respect thereof, as applicable, and (y) if applicable, such Indebtedness is subject to customary intercreditor arrangements reasonably satisfactory
to the Administrative Agent; 
 (aa) Liens (i) in
favor of the holders of any New Senior Unsecured Notes (or any agent or trustee thereof) on any proceeds of the New Senior Unsecured Notes funded into escrow prior to the Vion Acquisition Closing Date pending the release of such proceeds to fund a
portion of the Vion Acquisition and (ii) on the proceeds of Indebtedness incurred in connection with any transaction permitted hereunder which proceeds have been deposited into an escrow
account on customary terms to secure such Indebtedness pending the application of such proceeds to finance such transaction); 
 (bb) any Lien arising under clause 24 or clause 25 of the general terms and
conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) or any similar term applied by a financial institution in The Netherlands pursuant to its general terms and
conditions; 

  
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 (cc) Liens securing Indebtedness
permitted pursuant to Section 6.01(y); provided that such Liens are only on the assets or property described in Section
6.01(y)(yii); 

(dd) any netting or set-off arrangement entered into by any Dutch Subsidiary in the
ordinary course of its banking arrangements for the purpose of netting debit and credit balances of any Dutch Subsidiary; 

(ee) Liens arising by operation of law or created in order to comply with applicable Requirements of Law, including any
security requested to be created by any creditor of a German Subsidiary in connection with (i) a merger of a German Subsidiary pursuant to Section 22 of the German Reorganization Act (Umwandlungsgesetz) and/or (ii) the
termination of a domination and profit and loss pooling agreement (Beherrschungs – und Gewinnnabführungsvertrag) pursuant to Section 303 of the German Stock Corporation Act (AktG); 

(ff) Liens on cash, Permitted Investments or other property arising in connection with the defeasance, discharge or redemption
of Indebtedness; and 

(gg) Liens securing (i) obligations under Swap Agreements permitted by Section 6.07 and
(ii) obligations of the type described in Section 6.01(p); (including, for the avoidance of doubt,
any accounts receivables and related security being sold or transferred by a Borrower or its Restricted Subsidiaries in the ordinary course of business pursuant to any incentive, supplier finance or similar program between such Borrower or Restricted
Subsidiary, as supplier or seller, and any finance or other institution a party thereto, as purchaser); 

provided, however, that no reference herein to Liens permitted hereunder, including any statement or
provision as to the acceptability of any Liens, shall in any way constitute or be construed as to provide for an implicit subordination of any rights of the Administrative Agent, the Lenders or other Secured Parties hereunder or arising under any of
the other Loan Documents in favor of such Lien. 

(hh)
 Liens in favor of a Receivables Subsidiary or a Person that is not a Subsidiary of
the Parent Borrower on Receivables Assets or the Equity Interests of a Receivables Subsidiary, in each case granted in connection with a Receivables Facility solely to secure obligations owing to such Receivables Subsidiary or other Person that is
not a Subsidiary of the Parent Borrower under such Receivables Facility; and 

(ii)
 precautionary or purported Liens evidenced by the filing of UCC financing statements
or similar financing statements under applicable Law relating solely to operating leases or consignment or bailee arrangements entered into in the ordinary course of
business. 

Section 6.03 Fundamental Changes. Such Borrower will not, nor will it permit any of its Restricted Subsidiaries to, merge into or
amalgamate or consolidate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that: (a) any Subsidiary may merge with the Parent Borrower in a transaction in
which the Parent Borrower is the surviving Person (or in the case of a transitory merger where the surviving Person assumes the Obligations in a manner reasonably acceptable to the Administrative Agent), (b) any Restricted Subsidiary may merge with
any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a 

  
 CREDIT AGREEMENT, Page 128 








 
Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Domestic Subsidiary Loan Party in a manner reasonably
acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger
is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (or the surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner
reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by Section 6.04), (c) any Person may merge into the Parent Borrower in an Investment permitted by
Section 6.04 in which the Parent Borrower is the surviving Person, (d) any Person may merge with a Restricted Subsidiary in an Investment permitted by Section 6.04 in which the surviving
entity is a Subsidiary and (x) if any party to such merger is a Domestic Subsidiary Loan Party, the surviving entity is a Domestic Subsidiary Loan Party (or the surviving Person assumes the Obligations of such
non-surviving Domestic Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment permitted by
Section 6.04) and (y) if no party to such merger is a Domestic Subsidiary Loan Party but any party to such merger is a Foreign Subsidiary Loan Party, the surviving entity is a Foreign Subsidiary Loan Party (or the
surviving Person assumes the Obligations of such non-surviving Foreign Subsidiary Loan Party in a manner reasonably acceptable to the Administrative Agent or such transaction shall constitute an Investment
permitted by Section 6.04); (e) any Subsidiary (other than a Borrower) may liquidate or dissolve or change in legal form if the Parent Borrower determines in good faith that such liquidation or dissolution or change in
legal form is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders (it being understood that any release and re-taking of any Collateral or Guaranty in connection
with such change in legal form is not materially disadvantageous); (f) in connection with the Disposition of a Subsidiary (other than a Borrower) or its assets permitted by Section 6.05, such Subsidiary may merge with or
into any other Person; (g) any Foreign Subsidiary may merge or amalgamate with a Foreign Borrower or any other Foreign Subsidiary in a transaction in which the Foreign Borrower or such Foreign Subsidiary is the surviving Person (or in the case
of a transitory merger where the surviving Person assumes the Obligations of the Foreign Borrower or such other Foreign Subsidiary in a manner reasonably acceptable to the Administrative Agent) and (h) any merger, amalgamation, consolidation,
liquidation or dissolution by the Parent Borrower or its Restricted Subsidiaries in connection with the consummation of the transactions described in the PWC Steps Memo (or implied thereunder as necessary to implement the transactions described
therein) shall be permitted. The Parent Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related, complementary or ancillary thereto. 
 Section 6.04
Investments, Loans, Advances, Guarantees and Acquisitions. Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly
owned Subsidiary prior to such merger) any Equity Interests in or evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the
foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness of, any other Person, or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit or all or substantially all of the assets of a division or branch of any Person (any one of the actions described in the foregoing provisions of this Section 6.04,
herein an “Investment”), except: 
 (a) Investments in respect of the Rothsay Acquisition (including
any intercompany transactions in connection therewith to permit the Canadian Borrower to pay the purchase price for Rothsay)
and the Vion Acquisition (including any intercompany transaction described in the PWC Steps Memo or in connection herewith to permit the Dutch Parent Borrower to pay the purchase price for the Vion Acquisition); 

  
 CREDIT AGREEMENT, Page 129 








 (b) Investments in the form of cash, Permitted Investments and Investments that
were Permitted Investments when such Investments were made; 
 (c) Investments existing on, or contractually committed as of,
the date hereof and set forth on Schedule 6.04 and any modification, replacement, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise
permitted by this Section 6.04; 
 (d) Investments among the Parent Borrower and its Subsidiaries
(including between or among Subsidiaries and including in connection with the formation of Subsidiaries); provided that the sum of the aggregate amount of Investments by, without duplication, Loan Parties in or for the benefit of Excluded
Subsidiaries (other than the amount of any such Investments that are promptly applied by such Excluded Subsidiary to make substantially contemporaneous Investments in any Loan Party) shall not exceed the greater of $50,000,000200,000,000 and
37% of Consolidated Total Assets in the aggregate at any time outstanding; 
 (e)
Guarantees constituting Indebtedness permitted by Section 6.01 and payments thereon or Investments in respect thereof in lieu of such payments; provided that (i) the aggregate principal amount of Indebtedness of
Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitation set forth in clause (d) above or clauses (s) or (y) below (it being understood that any such Guarantee in reliance
upon the reference to such clauses (s) or (y) shall reduce the amount otherwise available under such clause (s) while such Guarantee is outstanding), (ii) if such Guarantee is by a
non-Loan Party, such non-Loan Party would have been able to incur the Guaranteed Indebtedness directly under Section 6.01 (for the avoidance of
doubt, without duplication of the primary and Guaranteed obligations with respect to underlying Indebtedness primary Indebtedness of a non-Loan Party) and (iii) if the Guaranteed Indebtedness is
subordinated the Guarantee of such Indebtedness is subordinated on the same terms; 
 (f) Investments received in connection
with the bankruptcy or reorganization of, or settlement of delinquent accounts or disputes with or judgments against, any Person, or foreclosure or deed in lieu of foreclosure with respect to any Lien held as security for an obligation, in each case
in the ordinary course of business; 
 (g) notes and other non–cash consideration received as part of the purchase price
of assets subject to a Disposition pursuant to Section 6.05; 
 (h) advances or extensions of trade
credit in the ordinary course of business; 
 (i) Investments arising in connection with the Swap Agreements permitted by
Section 6.07; provided that the aggregate amount of Investments by Loan Parties in or for the benefit of Excluded Subsidiaries shall be subject to the limitation set forth in clause (d) above and
clause (s) below (it being understood that any such Investment in reliance upon the reference to such clause (s) shall reduce the amount otherwise available under such clause (s) while such Swap Agreement is
outstanding); 
 (j) loans and advances to officers, directors, employees, members of management or consultants of the Parent
Borrower and its Restricted Subsidiaries made (i) in the ordinary course of business for travel and entertainment expenses, relocation costs and similar purposes and (ii) in connection with such Person’s purchase of Equity Interests
of the Parent Borrower in an aggregate amount not to exceed $10,000,000 for all such loans and advances in the aggregate at any one time outstanding; 

  
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 (k) Asset Swaps consummated in compliance with
Section 6.05; 
 (l) Parent Borrower or a Restricted Subsidiary may purchase, hold or acquire
(including pursuant to a merger, consolidation, amalgamation or otherwise) at least a majority of the Equity Interests of a Person (including with respect to an Investment in a Restricted Subsidiary or joint venture that serves to increase the Parent Borrower’s or its Restricted
Subsidiaries’ respective ownership of Equity Interests therein (an “Equity Accretive Investment”)) and may purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of
any other Person or all or substantially all of the assets of a division, line of business or branch of such Person, if, with respect to each such acquisition (a “Permitted Acquisition”): 

(i) Event of Default. No Event of Default exists or would result therefrom on the date the definitive agreement for the
Permitted Acquisition is entered into by the Parent Borrower and/or the Restricted Subsidiary, as applicable; 
 (ii) Total Leverage Ratio; Investment
Amounts. If
onOn a Pro Forma Basis for such Permitted Acquisition, the Total Leverage Ratio as of the end of the most recent fiscal quarter for which financial statements were required to be delivered under Section 5.01(a) or
(b) is more than 4.75 to 1.00 (calculated in a manner consistent with the Permitted Acquisition Determination Method), then the aggregate amount of Permitted Acquisitions consummated after the Effective Date
when such condition is not met shall not exceed $150,000,000 in the aggregate;is less than or equal to 5.50 to 1.00 and
the Secured Leverage Ratio is less than or equal to 4.00 to 1.00; 

(iii) Delivery and Notice Requirements. Parent Borrower shall provide
to Administrative Agent, prior to the consummation of the Permitted Acquisition, the following: (A) notice of the Permitted Acquisition and (B) a certificate signed by a Financial Officer of the Parent Borrower certifying as to compliance
with clauses (i) and (ii) above; 
 (iv) Similar
Business. The Target or recipient of such Investment is involved in the same general type of business activities as the Borrower and the Restricted Subsidiaries or activities complementary, ancillary or reasonably related
thereto; 
 (viii)
 Non-Guarantors. The total consideration paid for
(i1
) the Capital Stock of any Target that does not become a Subsidiary Loan Party, (ii2) in the case of an asset acquisition, assets of any Target that are not acquired
by thea Borrower or any Subsidiary Loan Party and (iii3) Equity Accretive Investments in Restricted Subsidiaries that do not in conjunction
with such investments become Subsidiary Loan Parties, when taken together with the total consideration for all such Persons and assets so acquired after the
EffectiveFourth Amendment Date, shall not exceed the sum of (A) the greater of $150,000,000 and 6.0% of Consolidated Total Assets (as reasonably estimated by the Parent Borrower in good faith on the date of the definitive agreement for
such Investment) as of the last day of the most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (B) amounts otherwise available under
clauses
(e),
 (q), (s) and (y) of Section 6.04; provided that the limitation described in this clause
(viii) shall not apply to any acquisition to the extent the Target so acquired (or the
Person owning the assets so 

  
 CREDIT AGREEMENT, Page 131 








 
acquired) becomes a Subsidiary Loan Party even though such Person owns Capital Stock in Persons that are not otherwise required to become
Subsidiary Loan Parties, if, in the case of this clause (y)
iii),
 not less than 65.0% of the Adjusted EBITDA of the Target(s) acquired in such acquisition (as reasonably estimated by the Parent Borrower in good faith on the date of the definitive agreement for
such Investment), not less than 65.0% of the Adjusted EBITDA of the Target(s) acquired in such acquisition is
generated by Person(s) that will become Subsidiary Loan Parties (i.e., disregarding any Adjusted EBITDA generated by Restricted Subsidiaries of such Subsidiary Loan Parties that are not (or will not become) Subsidiary Loan Parties). 
 (vi) No Contested
Acquisitions. The proposed Permitted Acquisition shall have been approved by the Board of Directors of the Target (or similar governing body if the Target is not a corporation); 

(m) Investments consisting of Indebtedness, Liens, fundamental changes, Dispositions,
sale leaseback transactions, Swap
ObligationsAgreements, Restricted Payments and Affiliate transactions permitted under Sections 6.01, 6.02, 6.03, 6.05,
6.06, 6.07, 6.08 and 6.09, respectively; 
 (n) advances of payroll payments to employees in the ordinary
course of business; 
 (o) Guarantees by the Parent Borrower and the Restricted Subsidiaries of leases of the Parent Borrower
and Restricted Subsidiaries (other than Capital Lease Obligations) or of other obligations not constituting Indebtedness, in each case entered into in the ordinary course of business and payments thereon or Investments in respect thereof in lieu of
such payments; 
 (p) Investments (i) consisting of endorsements for collection or deposit, (ii) resulting from
pledges and/or deposits permitted by Sections 6.02(d), 6.02(e), 6.02(k) and 6.02(r) and (iii) consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing
arrangements, in each case, in the ordinary course of business; 
 (q) the purchase, holding or other acquisition of Equity
Interests in Persons who, after giving effect to such Investment will not be a Subsidiary, as long as: 
 (i) no Event of Default exists or would
result at the time such Investment is committed to be made and no
Significantpayment or bankruptcy Event
of Default exists or would result at the time such Investment is actually
made;
and for purposes hereof, a “Significant Default” means any Event of Default arising under Section 8.01 other
than: 
 (A) an Event of Default under clause
(e) of such Section arising as a result of the failure to
comply with any of the covenants covered thereby except the covenants in Section 5.01(a), (b) and (c) (an Event of Default
arising under Section 8.01(e) as a result of the failure to comply with Section 5.01(a), (b) or (c) being a
“Significant Default”); and 
 (B) an Event of Default under
clause (c) of such Section arising as a result of false representations, warranties or certifications if such representations, warranties or certifications relate to the subject matter of the covenants
excluded as a Significant Default under clause (A) above (an Event of Default arising under Section 8.01(c) as a result of other false representations, warranties or certifications being a “Significant
Default”); 

  
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 provided that an Event of Default arising under
clause (c) or (e) of Section 8.01 shall be a Significant Default if the Required Lenders shall have determined that
the breach of the applicable covenant or the false representation, warranty or certification has had or is reasonably likely to have a Material Adverse Effect and shall have notified the Parent Borrower of such fact; and 

(ii) on a Pro Forma Basis for such Investment, the SecuredTotal Leverage Ratio as of the end of the most recent fiscal quarter for which financial statements were required to be delivered under
Section 5.01(a) or (b) is less than or equal to 2.755.50 to 1.00 and the Secured Leverage Ratio is less
than or equal to 4.00 to 1.00; 

(r) the Parent Borrower may serve as an account party under a letter of credit or provide cash collateral to support
obligations of Insurance Company of Colorado, Inc. as long as such support is required by, and is in the amount required by, applicable insurance regulations; 

(s) in addition to the Investments otherwise permitted by this
Section 6.04, the Parent Borrower and the Restricted Subsidiaries may make Investments in an aggregate amount not to exceed the greater of
$75,000,000150,000,000 and 3% of Consolidated Total Assets at any time outstanding; provided that as of the date of any such Investment and after giving effect thereto no Default shall exist or result therefrom; 

(t) (i) any Investments in any Subsidiary or joint venture in connection with intercompany cash management arrangements or
related activities arising in the ordinary course of business; provided that any entity that serves to hold cash balances for the purposes of making such advances to
Subsidiaries or joint ventures is a Loan Party or becomesreceived from Loan Parties is a Loan Party within 90 days of the Vion Acquisition Closing Date (or such later date as the Administrative Agent shall agree in its
reasonable discretion)the time frames required by this Agreement
and (ii) Investments by the Parent Borrower in any Subsidiary or joint venture to enable it to obtain cash management and similar arrangements described in Section 6.01(p); 

(u) Investments in respect of the Renewable Diesel Joint Venture in the form of (i) a Guarantee (or Guarantees) permitted
by Section 6.01(w), (ii) Liens permitted by Section 6.02(y) and (iii) Investments of cash or Permitted Investments in an amount not to exceed $275,000,000 at any time outstanding; it being understood that the Parent Borrower and
its Restricted Subsidiaries may also invest cash or Permitted Investments to satisfy obligations referred to in clause (i) of this clause (u); provided that as of the date of any such Investment and after giving effect
thereto no Event of Default shall exist or result therefrom; 
 (v) any acquisition of assets or Equity Interests solely in
exchange for, or out of the net cash proceeds received from, the substantially contemporaneous issuance of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower; 

(w) endorsements of negotiable instruments and documents in the ordinary course of business; 

(x) Investments made in connection with the funding of contributions under any
non-qualified retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Parent Borrower and its Restricted Subsidiaries in connection
with such plans; 
 (y) in addition to the Investments otherwise permitted by this Section 6.04,
the Parent Borrower and its Restricted Subsidiaries may make an Investment (i) at any time after the 

  
 CREDIT AGREEMENT, Page 133 








 
date hereof in an amount equal to the amount that, together with the aggregate amount of all other Investments made after the date hereof by the
Parent Borrower and its Restricted Subsidiaries pursuant to this Section 6.04(y)(i), the aggregate amount of all Restricted Payments made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section
6.08(a)(ix) and the aggregate amount of all payments or distributions made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.08(b)(v) after the date hereof, shall not exceed the Available Amount and
(ii) make additional Investments; provided that if the Total Leverage
Ratio, on a Pro Forma Basis as of the end of the most recent fiscal quarter for which financial statements were required to be delivered under Section 5.01(a) or
(b) is greater than 2.25 to , the Total Leverage Ratio is greater than
4.50 to 1.00 or the Secured Leverage Ratio is greater than 4.00 to 1.00, then the aggregate amount of Investments made pursuant to
this Section 6.04(y)(ii) shall not exceed 25% of the Consolidated Net Income of the Parent Borrower and its Restricted Subsidiaries for the immediately preceding fiscal year;

 (z) Investments in any Subsidiary that is not a Loan Party in an amount required to permit such Subsidiary to
consummate a Permitted Acquisition or other Investment permitted hereunder substantially contemporaneously with the receipt by such Subsidiary of the proceeds of such Investment; 

(aa) Investments (i) in subsidiaries in connection with reorganizations and related to tax planning; provided that,
after giving effect to any such reorganization and/or related activity, the security interest of the Administrative Agent in the Collateral, taken as a whole, is not materially impaired and (ii) by any Loan Party in any non-Loan Party consisting of the contribution of Equity Interests of any Person that is not a Loan Party; 

(bb) (i) Investments of any Restricted Subsidiary acquired after the Closing Date, or of any Person acquired by, or merged into
or consolidated or amalgamated with the Parent Borrower or any Restricted Subsidiary after the Closing Date, in each case as part of an Investment otherwise permitted by this Section 6.04 to the extent that such Investments
were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of the relevant acquisition, merger, amalgamation or consolidation and (ii) any modification,
replacement, renewal or extension of any Investment permitted under clause (i) of this Section 6.04(bb) so long as no such modification, replacement, renewal or extension thereof increases the amount of such
Investment except as otherwise permitted by this Section 6.04; 
 (cc) Investments made in joint
ventures or non-wholly-owned Subsidiaries as required by, or made pursuant to, buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements
arising in the ordinary course of business in an;
provided that if, on a Pro Forma Basis, the Total Leverage Ratio is greater than 5.50 to 1.00 or the Secured Leverage Ratio is greater than 4.00 to 1.00, then the aggregate amount not toof Investments made pursuant to this Section 6.04(cc)
shall not exceed $50,000,000; 
 (dd) Investments made by any
Restricted Subsidiary that is not a Subsidiary Loan Party with the proceeds received by such Person from an Investment made by the Parent Borrower or any Subsidiary Loan Party in such Person under this Section 6.04; and 

(ee) Investments (i) constituting deposits, prepayments and/or other credits to suppliers, (ii) made in connection
with obtaining, maintaining or renewing client and customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees, in each case, in the ordinary course of business.;


  
 CREDIT AGREEMENT, Page 134 









(ff)
 de minimis Investments made in connection with the incorporation or formation
of any newly created Subsidiary of the Parent Borrower; and 
 (gg)
customary Investments in connection with any Receivables Facility.

 For purposes of this Section 6.04 the amount of any Investment shall be the initial amount invested without regard to increase or decreases in value, write ups, write offs or write downs but after giving
effect to all payments or repayments of, or returns on, such Investment. 
 Notwithstanding anything to the contrary contained herein, if any Person
(including the Renewable Diesel Joint Venture but excluding any Borrower) in which an Investment is made pursuant to clause (q) or clause (u) above subsequently becomes or is deemed to be a Subsidiary of the Parent Borrower
but is less than wholly owned, then at the option of the Parent Borrower, such Person shall be deemed to have been simultaneously designated by the Parent Borrower as an Unrestricted Subsidiary without regard to the requirements set forth in
clause (d) above and the definition of “Unrestricted Subsidiary”. Any Investment in such Person on the date of such designation shall not be deemed to have utilized any other amounts available under clause
(d) above solely as a result of such deemed designation. Any Investment in such Person after the date of such designation shall be subject to compliance with this Section 6.04. 

Section 6.05 Asset Sales. Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, transfer, lease
or otherwise dispose of any asset, including any Equity Interest owned by it (each such sale, transfer, lease or other disposition herein a “Disposition”), nor will the Parent Borrower permit any of the Restricted Subsidiaries to
issue any additional Equity Interest in such Subsidiary (other than the issuance of directors’ qualifying or similar shares
required to be held by specific Persons under applicable law) except: 

(a) Dispositions of inventory (including on an intercompany basis), vehicles, obsolete, used,
worn-out or surplus assets or property no longer useful to the business of such Person or economically impracticable to maintain and Permitted Investments in the ordinary course of business; 

(b) Dispositions by any Restricted Subsidiary of assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to
any Restricted Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Loan Party, then either (i) the transferee must be a Loan Party or (ii) to
the extent constituting an Investment, such Investment must besuch transfer must be for fair market value or be treated
as an Investment permitted by Section 6.04; 

(c) Dispositions of property subject to or resulting from casualty losses and condemnation proceedings (including in lieu
thereof or any similar proceedings); 
 (d) Asset Swaps; provided that if the Total Leverage Ratio or Secured Leverage Ratio as of the end of the most recent fiscal
quarter for which financial statements were required to be delivered under Section 5.01(a) or (b), is more than 2.755.50 to 1.00 or 4.00 to 1.00, respectively, then the net effect of such Asset Swap shall not require the Parent
Borrower or applicable Restricted Subsidiary to make a cash payment of more than
$10,000,000the greater of $25,000,000 and 1.0%
of Consolidated Total Assets to the counterparty in connection with such Asset Swap; 

  
 CREDIT AGREEMENT, Page 135 








 (e) Dispositions in connection with any sale-leaseback or similar transaction;
provided that the fair market value of all property so disposed of shall not exceed the greater of $20,000,000 and 0.5% of Consolidated Total Assets from and after the Effective Date; 

(f) Dispositions permitted by Sections 6.02 (and of the Liens thereunder),
6.03 (so long as any Disposition pursuant to a liquidation permitted pursuant to Section 6.03 shall be done on a pro rata basis among the equity holders of the applicable Subsidiary), 6.04, 6.06, 6.07 and 6.08;

 (g) the issuance of Equity Interests by a Restricted Subsidiary to the Parent Borrower or to another Restricted
Subsidiary (and each other equity holder on a pro rata basis)ratably according to their interests) and which, to the extent constituting an
Investment, is permitted by Section 6.04;

 (h) (i) Dispositions of Investments and accounts receivable
(together with any and all other rights and intangibles related thereto) in the ordinary course of business (including, without
limitation, in the case of any accounts receivable, in connection with any incentive, supplier finance or other similar program, and, in the case of both Investments and accounts receivable, in
connection with the collection, settlement or compromise thereof in the ordinary course of business
(including in any situation of a work-out or financial distress, in each case,
of the Person owing such accounts receivable)) or (ii) any surrender or waiver of contract rights pursuant to a settlement, release, recovery on or surrender of contract, tort or other claims
of any kind; 
 (i) Dispositions in the ordinary course of business consisting of (i) the abandonment of
intellectual property which, in the reasonable good faith determination of the Parent Borrower, is not material to the conduct of the business of the Parent Borrower and Subsidiaries and (ii) licensing, sublicensing and cross-licensing
arrangements involving any technology or other intellectual property or general intangibles of the Parent Borrower or its Subsidiaries; 

(j) Dispositions of residential real property and related assets in the ordinary course of business in connection with
relocation activities for directors, officers, members of management, employees or consultants of the Loan Parties; 
 (k)
terminations of Swap Agreements; 
 (l) Dispositions identified to the Administrative Agent and the Lenders in writing on or
prior to the Effective Date; 
 (m) Dispositions of the Capital Stock of, or the assets or securities of, Unrestricted
Subsidiaries; 
 (n) Dispositions of the Investments entered into under the permissions of Section 6.04(q); 

(o) other Dispositions; provided that: (i) the Net Proceeds of such dDisposition
 shall be delivered to the Administrative Agent for repayment of the Term Loans in compliance with Section 2.11(c), (ii) no Default is continuing or would result
therefrom and (iii) exists on the date on which the
definitive agreement governing the relevant Disposition is executed and (iii) with respect to any Disposition pursuant
to this clause (o) for a purchase price in excess of 

  
 CREDIT AGREEMENT, Page 136 








 
the greater of (x) $20,000,000 and (y) 1.0% of Consolidated Total
Assets at least 75% of the consideration shall be Cash or Cash Equivalents; provided that for purposes of the 75.0% Cash consideration requirement (w) the amount of any Indebtedness or other
liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed to the Parent Borrower or a Restricted Subsidiary) of the Parent Borrower or any applicable Restricted Subsidiary (as shown on such
Person’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets and for which the Parent Borrower and its Restricted Subsidiaries shall have been validly released by all relevant creditors in
writing, (x) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition, (y) any Securities received by the Parent Borrower
or any Restricted Subsidiary from such transferee that are converted by such Person into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition
and (z) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated
Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of the greater of $50,000,000 and 1.5% of Consolidated Total Assets of the Parent
Borrower, as of the last day of the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, in each case, shall be deemed to be cash;

 (p) Dispositions of 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 promptly applied to the purchase price of such replacement property; 

(q) Dispositions of Investments in joint ventures (including the Renewable Diesel Joint Venture) to the extent required by, or
made pursuant to, buy/sell arrangements between the joint venture parties set forth in the joint venture agreement or similar binding agreements entered into with respect to such Investment in such joint venture; 

(r) the expiration of any option agreement with respect to real or personal property; 

(s) repurchases of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible
securities if such Equity Interests represent (i) a portion of the exercise price thereof or (ii) withholding incurred in connection with such exercise; 

(t) leases, subleases, licenses or sublicenses of property in the ordinary course of business; 

(u) Dispositions of non-core assets (which may include real property) acquired in an
acquisition permitted under this Agreement to the extent such
acquDisposition was consummated within two
years of such Dacquisposition; 

(v) other Dispositions in an aggregate amount not to exceed $20,000,000; 

(w) Dispositions of letters of credit and/or bank guarantees (and/or the rights thereunder) to banks or other financial
institutions in the ordinary course of business in exchange for cash and/or Permitted Investments; and 

(x) Dispositions in connection with the consummation of the transactions described in the PWC Steps Memo (or implied thereunder
as necessary to implement the transactions described therein); 

  
 CREDIT AGREEMENT, Page 137 









(y)
 any sale of motor vehicles and information technology equipment purchased at the end
of an operating lease and resold thereafter; and 
 (z)
Dispositions of Receivables Assets to a Receivables Subsidiary or a Person that is not a Subsidiary of the Parent Borrower in
connection with any Receivables Facility; 

provided that
(i) all Dispositions permitted hereby
(other than those permitted bypursuant to clauses
(be), (c), (f), (g),
(i), (m), (n), (q), (r),
(s), (to) and
(vu) above) shall be made for fair value and all Dispositions permitted
hereby (other than those permitted bypursuant
to clauses (ae),
(bo),
(c), (d), (f), (g),
(h), (i), (k), (m), (n),
(p), (q), (r), (s), (t),
(vto the extent required thereunder) and
(xu) above) shall be made for at least 75% cash consideration and (ii) all Dispositions permitted by clauses (n) and (q) above shall be made for either
(A) fair value and for at least 75% cash consideration or (B) such other consideration as is specified in any buy/sell or similar contractual arrangement entered into with respect to such Investment as long as such arrangement was
not entered into in contemplation of the specific Disposition.; 

Section 6.06 Sale and Leaseback Transactions. The Parent Borrower
will not, and will not permit any of its Restricted Subsidiaries to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale and leaseback of any assets if (a) the sale is made under the permissions of
Section 6.05, (b) the sale and leaseback is consummated within 180 days after the Parent Borrower or such Subsidiary acquires or completes the construction of such asset and (c) any Indebtedness
incurred under the leaseback is permitted by Section 6.01. 
 provided further that that any sale leaseback transaction that is consummated substantially simultaneously with a Permitted Acquisition or
similar Investment and relates to assets acquired in such Permitted Acquisition or similar Investment shall not be restricted by this Section 6.05 and shall not constitute a Disposition.


Section 6.06 [Reserved]. 

Section 6.07 Swap Agreements. The Parent Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into
any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Parent Borrower or any Restricted Subsidiary has actual or potential exposure (other than those in respect of Equity Interests of the Parent
Borrower or any of its Restricted Subsidiaries), including to hedge or mitigate foreign currency risks and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any interest–bearing liability or Investment of the Parent Borrower or any Restricted Subsidiary. 

Section 6.08 Restricted Payments; Certain Payments of Indebtedness. (a)
SuchThe Parent Borrower will not, nor will it permit any of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, except: 
 (i) such BorrowerPerson may declare and pay
dividendsmake Restricted Payments with respect to its Equity
Interests payable solely in additional shares of its Equity Interests; 
 (ii) Restricted Subsidiaries may declare and
pay dividends with respect to their Equity Interests (provided that if such Restricted Subsidiary is not wholly-owned by 

  
 CREDIT AGREEMENT, Page 138 








 
the Parent Borrower, such dividends must be made on a pro rata basis to
the holders of its Equity Interests ratably according to their interests)
and, solely with respect to Subsidiaries organized in Germany, may make other payments in accordance with domination and profit and loss pooling agreements (Beherrschungs – und
Ergebnisabführungsverträge) within the meaning of Section 291 of the German Stock Corporation Act (AktG) as well as distribute profits and compensate losses in connection therewith;

 (iii) to the extent constituting Restricted Payments, the Parent Borrower and its Restricted Subsidiaries may enter
into transactions expressly permitted by Sections 6.03, 6.04, 6.05 or 6.09; 
 (iv) repurchases
by Parent Borrower of partial interests in its Equity Interests for nominal amounts which are required to be repurchased in connection with the exercise of stock options or warrants to permit the issuance of only whole shares of Equity Interests;

 (v) the Parent Borrower may pay for the repurchase, retirement or other acquisition or retirement for value of Equity
Interests of the Parent Borrower (including related stock appreciation rights or similar securities) held by any future, present or former director, officer, member of management, employee or consultant of the Parent Borrower or any of its
Subsidiaries (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing); provided that (A) at the time of any such repurchase, retirement or other acquisition or
retirement for value no Default exists or would result, (B) the aggregate amount of Restricted Payments made under this clause (v) in any fiscal year does not exceed (x) $10,000,000 (the “Yearly Limit”) plus
(y) the portion of the Yearly Limit from each of the immediately preceding four fiscal years (not including any fiscal year ending prior to 2010) which was not expended by Parent Borrower for Restricted Payments in such fiscal years (the
“Carryover Amount” and in calculating the Carryover Amount for any fiscal year, the Yearly Limit applicable to the previous fiscal years shall be deemed to have been utilized first by any Restricted Payments made under this
clause (v) in such fiscal year) plus (z) an amount equal to the cash proceeds from the sale of Equity Interests to directors, officers, members of management, employees or consultants of the Parent Borrower or of its
Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) in such fiscal year; 

(vi) the repurchase of Equity Interests of the Parent Borrower that occurs upon the cashless exercise of stock options,
warrants or other convertible securities as a result of the Parent Borrower accepting such options, warrants or other convertible securities as satisfaction of the exercise price of such Equity Interests; 

(vii) such
Parent Borrower and its Subsidiaries may make any Restricted Payment in connection
with the Rothsay Acquisition as contemplated by the Rothsay Acquisition Agreement or in connection with the Vion Acquisition as contemplated by the Vion Acquisition Agreement and in connection with the consummation of the transactions described in
the PWC Steps Memo and any actions necessary to implement such transactions; 
 (viii) repurchase of Equity Interests
deemed to occur upon the non-cash exercise of Equity Interests to pay taxes; 

  
 CREDIT AGREEMENT, Page 139 








 (ix) the Parent Borrower and its Restricted Subsidiaries may make Restricted
Payments in an aggregate amount that, together with (A) the aggregate amount of all other Restricted Payments made by the Parent Borrower and its Restricted Subsidiaries pursuant to this Section 6.08(a)(ix) after the date hereof,
(B) the aggregate amount of all Investments made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.04(y)(i) after the date hereof and (C) the aggregate amount of all payments or distributions
made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.08(b)(v) after the date hereof, shall not exceed the Available Amount; provided that
(x) as of the date of any such Restricted Payment and after giving effect
thereto no Default shall exist or would result therefrom or (y) no Default shall exist or would result therefrom on the date of declaration of such Restricted Payment and such Restricted
Payment is made within 60 days of such declaration; provided further that solely for purposes of this Section 6.08(a)(ix), in no event shall more than $275,000,000300,000,000 in Restricted Payments be made with the Available Amount pursuant to this Section 6.08(a)(ix); and 
 (x) the Parent Borrower may make
additional Restricted Payments; provided that (A)
(x) as of the date of any such
Restricted Payment and after giving effect
thereto, no Default shall exist or would result therefrom
or (y) no Default shall exist or
would result therefrom as of the date of declaration of such Restricted Payment and such Restricted Payment is made within
60 days of such declaration and (B) if the Total Leverage Ratio on a Pro Forma Basis as of the end of the most recent
fiscal quarter for which financial statements were required to be delivered under Section 5.01(a) or (b) is greater than
2.50 4.50 to 1.00 or the Secured Leverage
Ratio on a Pro Forma Basis is greater than 3.00 to 1.00, then the aggregate amount of Restricted Payments made under this clause
(x) in respect of a fiscal year (including the Restricted Payment in question) shall not at any time exceed 25% of the Consolidated Net Income of the Parent Borrower and its Restricted Subsidiaries for the immediately preceding fiscal
year. 
 (b) Such Borrower will not, nor will it
permit any of its Restricted Subsidiaries to, make any payment, directly or indirectly, in respect of any purchase,
redemption, retirement, acquisition, cancellation or termination of any Subordinated Indebtedness, or the New Senior Unsecured Notes, or any Indebtedness issued in lieu of or representing a
(including any refinancing or replacement of any Indebtedness in respect of the Pari Passu Notes outstanding on the Effective Date (but, for the
avoidance of doubt not the Pari Passu Notes existing on the Effective Date
themselves)thereof) having an individual outstanding principal amount in excess of $25,000,000 (such Indebtedness, collectively, “Restricted Indebtedness”), or any other payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Indebtedness or any other payment (including any payment
under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: 

(i)
replacements, refinancings, amendments, supplements, modifications, extensions, renewals, restatements or
refunding of Restricted Indebtedness to the extent permitted by Section 6.01; 

(ii) (A) any payments or other distributions in respect of
principal or interest on, or payment or other distribution on account of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in each case in exchange for, or out of the net proceeds of, the substantially concurrent sale of Equity


  
 CREDIT AGREEMENT, Page 140 








 
Interests (other than Disqualified Equity Interests and so long as no Change of Control would result therefrom) of the Parent Borrower (it being understood such amounts will not increase the Available
Amount), or (B) the conversion of any Restricted Indebtedness to Equity Interests (other than Disqualified Equity Interests); 

(iii) payments or other distributions in
respecton account of the purchase, redemption, retirement,
acquisition, cancellation or termination of, Restricted Indebtedness, in an aggregate amount not to exceed the greater of
$25,000,000 and 1% of Consolidated Total Assets; provided that
(x) (1) at the time of any such payment or other distribution, no Default
shall have occurred and be continuing or would result therefrom
andor
(y2) at the
timeno Default shall exist or would result therefrom on the date such Person provides notice of such payment or other distribution and such payment or distribution shall be made within 90 days of such notice and
(y) after giving effect thereto and to any borrowing in connection therewith, the Parent Borrower is in compliance, on a
pPro
fForma
bBasis, with the Financial Covenants; 

(iv) payments or other distributions in respect of principal or interest on, or payment or other distribution on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of, Restricted Indebtedness,
if, on a Pro Forma Basis, the Secured Leverage Ratio as of the end of the most recent fiscal quarter for which financial statements were required to be delivered under Section 5.01(a) or
(b) is less than the greater of (A) 2.75 to 1.00 and (B) 0.50 to 1.00 less than the applicable Secured Leverage Ratio under the Financial Covenants for the most recently ended fiscal quarter for which
financial statements have been delivered at the time of such payment or other distribution, and in each case, the Parent Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial
information reasonably requested by the Administrative Agent demonstrating compliance with this clause
(iv);is less than 4.00 to
1.00; 
 (v) payments or other distributions in respecton account of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in an aggregate amount that, together with (A) the aggregate amount of all other such payments or other distributions made by the Parent Borrower and its Restricted Subsidiaries pursuant
to this Section 6.08(b)(v) after the date hereof, (B) the aggregate amount of all other Restricted Payments made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.08(a)(ix) after the date hereof and
(C) the aggregate amount of all Investments made by the Parent Borrower and its Restricted Subsidiaries pursuant to Section 6.04(y)(i) after the date hereof, shall not exceed the Available Amount; provided that
(x) as of the date of any such payments or distribution and after giving effect thereto no Default shall exist or result therefrom
or (y) no Default shall exist or would result therefrom on the date such Person provides notice of such payment or distribution and such payment or distribution shall be made within 90 days of such notice; and 
 (vi)
payment-in-kind interest with respect to Restricted Indebtedness permitted by this Agreement; 

(vii) [reserved]payments or distributions on account of intercompany Subordinated Indebtedness not prohibited by the terms of this Agreement; and 
 (viii) payments as part of an “applicable high yield discount
obligation” catch-up payment with respect to Restricted Indebtedness permitted by this Agreement. 

  
 CREDIT AGREEMENT, Page 141 








 Notwithstanding the foregoing, the making of any dividend, payment or other distribution or the consummation of
any irrevocable redemption within 60 days after the date of declaration of such dividend, payment or other distribution or giving of the redemption notice, as applicable, will not be prohibited if, at the date of declaration or notice such dividend,
payment or other distribution or redemption would have complied with the terms of this Agreement. For the avoidance of doubt, the Parent Borrower and its Restricted Subsidiaries may make regularly scheduled payments of principal, and
payments of interest, fees, expenses and indemnification or similar obligations in respect of Restricted
Indebtedness when due, and in the case of Subordinated Indebtedness, to the
extent not prohibited by the subordination provisions thereof (if
applicable). 
 Section 6.09 Transactions with Affiliates. Such
Borrower will not, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates involving aggregate payments, for any such transaction or series of related transactions, in excess of $5,000,000, except: 

(a) transactions that are at prices and on terms and conditions not less favorable to such Borrower or such Restricted
Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, 

(b) transactions between or among the Loan Parties not involving any other Affiliate, 

(c) any Restricted Payment permitted by Section 6.08, 

(d) the payment of reasonable and customary fees and expenses to directors of such Borrower and the other Restricted
Subsidiaries and the provision of customary indemnification to directors, officers, employees, members of management and consultants of the Parent Borrower and the Subsidiaries, 

(e) sales or issuances of Equity Interests to Affiliates of the Parent Borrower which are otherwise permitted or not restricted
by the Loan Documents, 
 (f) loans and other transactions by and among such Borrower and/or the Subsidiaries to the extent
permitted under this Article VI, 
 (g) the consummation of and the payment of all fees, expenses, bonuses and
awards related to the Original Transactions, 

(h) transactions with joint ventures (including the Renewable Diesel Joint Venture) for the purchase or sale of goods and
services entered into in the ordinary course of business, 
 (i) employment and severance arrangements (including options to
purchase Equity Interests of the Parent Borrower, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans) between such Borrower and any Restricted Subsidiary and
their directors, officers, employees, members of management and consultants in the ordinary course of business, 

  
 CREDIT AGREEMENT, Page 142 








 (j) the existence of, and the performance of obligations of such Borrower or any
of its Restricted Subsidiaries under the terms of any agreement to which such Borrower or any of its Restricted Subsidiaries is a party as of or on the Effective Date and identified on Schedule 6.09, as these agreements may be amended,
restated, amended and restated, supplemented, extended, renewed or otherwise modified from time to time; provided, however, that any future amendment, restatement, amendment and restatement, supplement, extension, renewal or other
modification entered into after the Effective Date will be permitted to the extent that its terms are not more disadvantageous to the Lenders than the terms of the agreements on the Effective Date, 

(k) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged
into such Borrower or its Restricted Subsidiaries pursuant to the terms of this Agreement; provided that such agreement was not entered into in contemplation of such acquisition or merger, or any amendment thereto (so long as any such
amendment is not disadvantageous to the Lenders in any material respect in the good faith judgment of the Parent Borrower when taken as a whole as compared to such agreement as in effect on the date of such acquisition or merger),  and 

(l) transactions in which such Borrower or any of its Restricted Subsidiaries delivers to the Administrative Agent an opinion
or appraisal issued by an independent accounting, appraisal or investment banking firm of national standing that the terms of such transaction are not materially less favorable than those that might reasonably have been obtained by such Borrower or
such Restricted Subsidiary in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate., and 

(m)
 transactions effected with any Receivables Subsidiary as part of a Receivables
Facility transaction. 
 Section 6.10 Restrictive Agreements. Such
Borrower will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability
of such Borrower or any of its Restricted Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets in favor of the Administrative Agent (or its agent or designee) for the benefit of the Secured Parties securing
any of the Obligations, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to such Borrower or any other Restricted
Subsidiary or to Guarantee the Obligations or any part thereof; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law, rule, regulation or order or by any Loan Document, New Senior Unsecured Notes
Document, Pari Passu Notes Document, Ancillary Facilities Document or document governing any Swap Obligations, Deposit Obligations, Refinancing Notes or any Refinancing Junior Loans, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof, (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to Dispositions permitted by Section 6.05 pending such Dispositions,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets
securing such Indebtedness or the Persons obligated thereon, (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the
granting of any Lien), (vi) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary
course of business, (vii) the foregoing shall not apply if such restrictions and conditions were binding on a Restricted Subsidiary or its assets at the time such Restricted Subsidiary first becomes a Restricted 

  
 CREDIT AGREEMENT, Page 143 








 
Subsidiary or such assets were first acquired by such Restricted Subsidiary (other than a Restricted Subsidiary that was a Restricted Subsidiary
on the Effective Date or assets owned by any Restricted Subsidiary on the Effective Date), so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary or assets being
acquired, (viii) clause (a) of the foregoing shall not apply to Liens permitted by this Agreement, (ix) the foregoing shall not apply to customary provisions in partnership agreements, limited liability company governance documents,
joint venture agreements and other similar agreements (including those with respect to the Renewable Diesel Joint Venture) that restrict the transfer of assets of, or ownership interests in, the relevant partnership, limited liability company, joint
venture or similar Person, (x) clause (b) of the forgoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness incurred by non-Loan Parties permitted by
this Agreement; provided that to the extent any such
agreements are entered into in reliance on this clause (x), such Indebtedness shall be required to be incurred under, and
shall be in an amount permitted by, Section 6.01(y) , (xi) clause (b) of the foregoing shall not apply to provisions in agreements or
instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Equity Interests of a Person other than on a pro rata
basis and, (xii) the foregoing shall not apply to issuances of Disqualified Equity Interests,
preferred Equity Interests, Incremental Equivalent Debt or Indebtedness incurred pursuant to Section 6.01(v) or (x), (xiii) the foregoing shall not apply to customary prohibitions, restrictions an conditions contained in agreements related
to a Receivables Facility, and (xiv) the foregoing shall not apply to any restrictions and conditions imposed by any amendment, modification, restatement, renewal, increase, supplement,
refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (i) through
(xii) above; provided that such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Parent Borrower, no more restrictive with respect to such restrictions taken as a whole than those in existence
prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 

Section 6.11 Amendment of Material Debt Documents. The Parent Borrower will not, nor will it permit any Restricted Subsidiary to,
amend, modify or waive any of its rights under any New Senior Unsecured Notes Document, Pari Passu Notes Document or SubordinatedRestricted Indebtedness
Document (other than intercompany Indebtedness
among the Parent Borrower and/or any of its Restricted
Subsidiaries) in any manner materially adverse to the interest of the
Lenders taken as a whole that has not been approved by the Administrative Agent; provided that it is understood and agreed that the foregoing limitation shall not prohibit any Permitted Refinancing Indebtedness in respect thereof or any other replacement, refinancing, amendment, supplement, modification, extension, renewal, restatement or refunding of any Restricted
Indebtedness, in each case, that is otherwise permitted by Section 6.01. 

Section 6.12 Change in Fiscal Year. The Parent Borrower will not change the manner in which either the last day of its fiscal year
or the last day of each of the first three fiscal quarters of its fiscal year is calculated, in each case, without the prior written consent of the Administrative Agent. 

ARTICLE VII 
 Financial
Covenants 
 Prior to the Vion Acquisition Closing Date the following shall apply:

 Solely with respect to the Revolving Facility and Term A Facility, until the Date of Full Satisfaction (solely with respect to the
Revolving Facility and the Term A Facility), the Parent Borrower covenants and agrees with the Lenders that: 
 Section 7.01
Interest Coverage Ratio. As of the last day of each fiscal quarter commencing with the first full fiscal quarter following the EffectiveFourth Amendment Date, the Parent Borrower shall not permit the Interest Coverage Ratio
to be less than 3.00 to 1.00. 

  
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 Section 7.02 Total Leverage
Ratio. As of the last day of each fiscal quarter commencing with
the first full fiscal quarter following the Effective Date, the Parent Borrower shall not permit the Total Leverage Ratio to exceed 4.00 to 1.00. 

Section 7.03 Secured Leverage Ratio. As of the last day of each
fiscal quarter commencing with the first full fiscal quarter following the Effective Date, the Parent Borrower shall not permit the Secured Leverage Ratio to exceed, on any applicable testing date prior to the consummation of the Rothsay
Acquisition, 3.00 to 1.00 and, subject to the following proviso, following the consummation of the Rothsay Acquisition, 3.50:1.00; provided that following the consummation of the Rothsay
Acquisition, such ratio shall be 3.25 to 1.00 for the third fiscal quarter ending in 2014 and each fiscal quarter thereafter until the third fiscal quarter of 2015 and thereafter, when such ratio shall be 3.00 to 1.00. 

On and After the Vion Acquisition Closing Date, the following shall apply:

 Solely with respect to the Revolving Facility and Term A Facility, until the Date of Full
Satisfaction (solely with respect to the Revolving Facility and the Term A Facility)
the Parent Borrower covenants and agrees with the Lenders that: 
 Section 7.01
Interest Coverage Ratio. As of the last day of each fiscal quarter commencing with the first full fiscal quarter following the Effective Date, the Parent Borrower shall not permit the Interest Coverage Ratio to be
less than 3.00 to 1.00. 
 Section 7.02 Total Leverage Ratio. As of the last day of each fiscal quarter
commencing with the first full fiscal quarter following the
EffectiveFourth Amendment Date, the Parent Borrower shall not permit the Total Leverage Ratio to exceed 5.50 to 1.00. 
 Section 7.03 Secured Leverage Ratio. As of the last day of each fiscal quarter commencing with the first full
fiscal quarter following the Effective Date, the Parent Borrower shall not permit the Secured Leverage Ratio to exceed 4.00 to 1.00; provided such ratio shall be 3.75:1.00 for the second fiscal quarter ending
in 2015 and each fiscal quarter thereafter until the second fiscal of 2016, when such ratio shall be 3.25 to 1.00 for such fiscal quarter and each fiscal quarter thereafter until the second fiscal quarter of 2017, when such ratio shall be 3.00 to
1.00 for such fiscal quarter and each fiscal quarter thereafter.[Reserved]. 
 ARTICLE VIII 

Events of Default 

Section 8.01 Events of Default; Remedies. If any of the following events (“Events of Default”) shall occur: 

(a) any Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise; or any Borrower shall fail to pay any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, and such failure with
respect to such reimbursement obligations shall continue unremedied for a period of three days; 

  
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 (b) any Borrower shall fail to pay any interest on any Loan or any fee or any
other amount (other than an amount referred to in clause (a) of this Section 8.01) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of five days; 
 (c) any representation, warranty or certification made or deemed made
by or on behalf of any Borrower or any Restricted Subsidiary in or in connection with any Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document, shall prove
to have been materially inaccurate when made or deemed made; 
 (d) any Borrower
shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02(a) or in Article VI or in Article VII of this Agreement; provided any default under Sections 7.01, 7.02 and/or
7.037.02 (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the Revolving Loans, Term A Loans, Revolving
Commitments and Term A Commitments, until the date on which the Revolving Loans and Term A Loans (if any) have been accelerated, and the Revolving Commitments and Term A Commitments (if any) have been terminated, in each case, by the Required TLA/RC
Lenders; 
 (e) any Loan Party shall fail to observe
or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Section 8.01), and such failure shall continue
unremedied for a period of 30 days after written notice thereof from the Administrative Agent to the Parent Borrower; 
 (f)
any Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond any applicable grace
period, or any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or permits, after giving effect to any applicable
notice or grace period (which notice has been given or grace period has expired), the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity and such failure, event or condition shall not have been waived or cured before the Commitments are terminated and Loans
accelerated; provided that this clause (f) shall not apply to (i) secured Indebtedness that becomes due as a result of the Disposition (including as a result of a casualty
or condemnation event) of the property or assets securing such Indebtedness, (ii) Guarantees of Indebtedness that are satisfied promptly on demand or (iii) with respect to Indebtedness incurred under any Swap Agreement, termination events
or equivalent events pursuant to the terms of the relevant Swap Agreement which are not the result of any default thereunder by any Loan Party or any Restricted Subsidiary; 

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership, arrangement or similar law now or hereafter in effect or (ii) the appointment of a receiver, 

  
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trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed, undischarged or unbonded for 60 consecutive days or an order or decree approving or ordering any of the foregoing shall be entered; 

(h) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership, arrangement or similar law now or hereafter in effect, (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for any Borrower or any such Restricted Subsidiary (other than an Immaterial Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of
a petition filed against it in any such proceeding, or (v) make a general assignment for the benefit of creditors; 

(i) any Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due; 
 (j) one or more judgments for the payment of money in an
aggregate amount in excess of the Threshold Amount (to the extent not covered by insurance or indemnity as to which the insurer or indemnitor
has not denied coverage) shall be rendered against any Borrower, any Restricted Subsidiary or any combination thereof and there is a period of 60 consecutive days during which a stay of enforcement of such judgment by reason of a pending appeal,
payment or otherwise is not in effect; 
 (k) (i) an ERISA Event shall have occurred, (ii) a Canadian Loan Party
fails to make a required contribution to or payment under any Canadian Benefit Plan when due or (iii) with respect to any Canadian Defined Benefit Plan, the occurrence of any Canadian Pension Termination Event; and in each case in clauses
(i) through (iii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to result in a Material Adverse Effect; 

(l) other than with respect to items of Collateral
with a book not exceeding $10,000,00025,000,000 in the aggregate, any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, except
(i) in connection with a release of such Collateral in accordance with the terms of this Agreement or (ii) as a result of the Administrative Agent’s failure to (A) maintain possession of any stock certificates, promissory notes
or other instruments delivered to it under the Security Documents or (B) file Uniform Commercial Code continuation statements or PPSA renewal statements or amendments; 

(m) any of this Agreement or the Guaranty Agreement (other than in respect of an Immaterial Subsidiary) shall for any reason
cease to be in full force and effect and valid, binding and enforceable in accordance with its terms after its date of
execution, or any Borrower or any other Loan Party shall so state in writing, in each case other than in connection with a release of any Guarantee in accordance with the terms of this Agreement; or 

(n) a Change in Control shall occur; 

  
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 then, and in every such event (other than an event with respect to any Borrower described in clause
(g) or (h) of this Section 8.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Parent
Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments and commitments with respect to any Ancillary Facility, and thereupon the Commitments and commitments with respect to any
Ancillary Facility shall terminate immediately, and (ii) declare the Loans then outstanding and the obligations under any Ancillary Facility then outstanding to be due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans and the obligations under any Ancillary Facility then outstanding so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any
kind, all of which are hereby waived by each Borrower; and in case of any event with respect to any Borrower described in clause (g) or (h) of this Section 8.01, the Commitments shall automatically
terminate and the principal of the Loans then outstanding and the obligations under any Ancillary Facility then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Borrower. In addition, if any Event of Default
shall occur and be continuing, the Administrative Agent may (and if directed by the Required Lenders, shall) foreclose or otherwise enforce any Lien granted to the Administrative Agent, for the benefit of the Secured Parties, to secure payment and
performance of the Obligations in accordance with the terms of the Loan Documents and exercise any and all rights and remedies afforded by applicable law, by any of the Loan Documents, by equity, or otherwise. 

Notwithstanding the foregoing, during any period during which solely a Financial Covenant Event of Default has occurred and is continuing, the
Administrative Agent may with the consent of, and shall at the request of, the Required TLA/RC Lenders take any of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Lenders and Term A
Lenders (versus the Lenders), the Revolving Commitments and Term A Commitments (versus the Commitments), the Revolving Loans, the Swingline Loans and the Term A Loans (versus the Loans), and the Letters of Credit. 

Notwithstanding anything to the contrary contained herein, during the Clean-up Period, any breach of a
representation or warranty or any Default which arises with respect to Vion shall not constitute or result in a default, drawstop, right to rescission, termination or similar right or remedy or any other right of enforcement or an acceleration;
provided that such breach or Default (i) does not have a Material Adverse Effect on the Parent Borrower and its Restricted Subsidiaries taken as a whole, such that the Parent Borrower and its Restricted
Subsidiaries taken as a whole would be reasonably likely to be unable to perform its payment obligations under this Agreement; (ii) was not knowingly procured or approved by the Parent Borrower; and (iii) is capable of remedy and
reasonable steps are being taken to remedy it. 
 Section 8.02 Performance by the Administrative Agent. If any
Loan Party shall fail to perform any covenant or agreement in accordance with the terms of the Loan Documents which constitutes an Event of Default, the Administrative Agent may, at the direction of the Required Lenders, perform or attempt to
perform such covenant or agreement on behalf of the applicable Loan Party. In such event, each Borrower shall, at the request of the Administrative Agent promptly pay any amount expended by the Administrative Agent or the Lenders in connection with
such performance or attempted performance to the Administrative Agent, together with interest thereon at the interest rate provided for in Section 2.13(c) from and including the date of such expenditure to but excluding the date such 

  
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expenditure is paid in full. Notwithstanding the foregoing, it is expressly agreed that neither the Administrative Agent nor any Lender shall have any liability or responsibility for the
performance of any obligation of any Loan Party under any Loan Document. 
 Section 8.03 Adjustment for Ancillary Facilities.

 (a) If a notice is served by the Administrative Agent in accordance with the third to last paragraph of
Section 8.01 or any event with respect to a Borrower described in Section 8.01(g) or (h) occurs and is continuing (the “Ancillary Facility Adjustment Date”), each
Revolving Lender and each Ancillary Lender shall promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings) their claims in respect of
the Revolving Loans and participations in Letters of Credit and any amounts outstanding to them under each Ancillary Facility to the extent necessary to ensure that after such transfers, the Revolving Outstandings of each Revolving Lender bear the
same proportion to the aggregate Revolving Outstandings of all the Lenders as such Lender’s Revolving Exposure bears to the aggregate Revolving Exposure of all the Lenders, each as of such Ancillary Facility Adjustment Date. 

(b) If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an
actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Revolving Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be)
corresponding transfers of rights and obligations under the Loan Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference
to the actual liability or, as the case may be, zero liability and not the contingent liability. 
 (c) Any transfer of
rights and obligations relating to Revolving Outstandings made pursuant to this Section 8.03 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings.

 (d) All calculations to be made pursuant to this Section 8.03 shall be made by the Administrative Agent based upon
information provided to it by the Revolving Lenders and Ancillary Lenders and the Administrative Agent’s Spot Rate. 
 ARTICLE IX

 The Administrative Agent 

Section 9.01 Appointment. Each of the Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. as agent
on its behalf, and on behalf of each of its Affiliates who are owed Obligations (each such Affiliate by acceptance of the benefits of the Loan Documents hereby ratifying such appointment) and authorizes the Administrative Agent to take such actions
on its behalf and on behalf of such Affiliates and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. 

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 such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the
Parent Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. 

  
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 Section 9.03 Limitation of Duties and Immunities. The Administrative Agent shall not
have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 10.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to the Parent Borrower or any of its Subsidiaries that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not
taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in the absence of its
own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Parent Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or
other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent. Other than in the case of a
sub-agency delegation as set forth in Section 9.05, in no event shall the Administrative Agent (in its capacity as such) be obligated to ascertain, monitor or inquire as to whether any Person is a
Disqualified Institution or have any liability with respect to or arising out of any assignment or participation of Commitments or Loans by the Lenders or disclosure of confidential information by the Issuing Banks or Lenders, in each case, to any
Disqualified Institution. 
 Section 9.04 Reliance on Third Parties.
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 believed by it to be genuine and to have been
signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The
Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), 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 Sub-Agents. The Administrative
Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative
Agent (other than a Disqualified Institution or an Affiliate thereof). The
Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of this Article IX
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. 

  
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 Section 9.06 Successor Agent. Subject to the appointment and acceptance of a
successor to the Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrowers. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if a payment or bankruptcy Event of Default
exists. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may,
on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, subject to the consent of the Parent Borrower (which consent shall
not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if a payment or bankruptcy Event of Default exists. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (other
than with respect to its obligations under Section 10.12). The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor
Administrative Agent or any agent in any other capacity. 
 Section 9.07
Independent Credit Decisions. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall 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 related agreement or any document furnished hereunder or thereunder. 

Section 9.08 Other Agents. Neither the Documentation Agents nor the Syndication Agents shall have any duties or responsibilities
hereunder in their capacity as such. Goldman Sachs Bank USA and Bank of Montreal, acting under its trade name BMO Capital Markets are hereby each appointed a Syndication Agent hereunder and each entity named as a Documentation Agent in the preamble
to this Agreement is hereby each appointed Documentation Agent hereunder, and each Lender hereby authorizes such entities to act as Syndication Agent or to act as Documentation Agent, as applicable, in accordance with the terms of this Agreement and
the other Loan Documents. The Syndication Agent or any Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Effective Date, neither
the entities set forth in this paragraph above in their capacity as Syndication Agent or Documentation Agent, as applicable, shall have any obligations but shall be entitled to all benefits of this Article IX,
Section 10.03 and the last paragraph of Section 10.01. Any Syndication Agent or Documentation Agent may resign from such role at any time, with immediate effect, by giving prior written notice
thereof to the Administrative Agent and the Parent Borrower. The provisions of this Article IX (other than in the case of Section 9.01, 9.06, 9.10 and 9.13) are solely for the benefit of the
Administrative Agent, each Syndication Agent, each Documentation Agent and Lenders and no Loan Party shall have any rights as a third party beneficiary of any of the provisions thereof (other than with respect to
Section 9.01, 9.06, 9.10 and 9.13 as to which the Loan Parties shall have the benefit and the right to
enforce). As of the Fourth


  
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Amendment Date, the provisions of this Section 9.08 shall also apply for the
benefit of the entities named as Syndication Agents and Documentation Agents on the cover hereto pursuant to the Fourth Amendment. 

Section 9.09 Powers and Immunities of Issuing Bank. Neither the Issuing Bank nor any of its Related Parties shall be liable to the
Administrative Agent or any Lender for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document except for its or their own gross negligence or willful misconduct. Without limiting the
generality of the preceding sentence, the Issuing Bank (a) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of any Loan Document be a trustee or fiduciary for any Lender or
for the Administrative Agent, (b) shall not be required to initiate any litigation or collection proceedings under any Loan Document, (c) shall not be responsible to any Lender or the Administrative Agent for any recitals, statements,
representations, or warranties contained in any Loan Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, enforceability,
or sufficiency of any Loan Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder, (d) may consult with legal counsel (including counsel for the
Borrowers), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants, or experts, and
(e) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent by the proper party or parties. As to any
matters not expressly provided for by any Loan Document, the Issuing Bank shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Lenders, and such instructions
of the Required Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and the Administrative Agent; provided, however, that the Issuing Bank shall not be required to take any action which
exposes it to personal liability or which is contrary to any Loan Document or applicable law. 
 Section 9.10 Permitted Release of
Collateral and Subsidiary Loan Parties. 
 (a) Automatic Release. If any Collateral is the subject of a
Disposition (other than to another Loan Party) which is permitted under Section 6.05, the Liens in the Collateral granted under the Loan Documents shall automatically terminate and the Collateral will be disposed of free
and clear of all such Liens. 
 (b) Written Release. The Administrative Agent is authorized to release of record, and
shall release of record, any Liens encumbering any Collateral that is the subject of a Disposition described in clause (a) above upon an authorized officer of the Parent Borrower certifying in writing to the Administrative Agent that the
proposed Disposition of Collateral is permitted under Section 6.05. To the extent the Administrative Agent is required to execute any release documents in accordance with the immediately preceding sentence, the
Administrative Agent shall do so promptly upon request of the Parent Borrower without the consent or further agreement of any Secured Party. If the Disposition of Collateral is not permitted under or pursuant to the Loan Documents, the Liens
encumbering the Collateral may only be released in accordance with the other provisions of this Section 9.10 or the provisions of Section 10.02. 

(c) Other Authorized Release and Subordination. The Administrative Agent is irrevocably authorized by the Secured
Parties, without any consent or further agreement of any Secured Party to: (i) subordinate or release the Liens granted to the Administrative Agent to secure the Obligations with respect to any property which is permitted to be subject to a
Lien of 

  
 CREDIT AGREEMENT, Page 152 








 
the type described in clauses (d) (to the extent such property constitutes cash or Permitted Investments), (e), (g), (h), (i), (j), (k),
(l), (m), (n), (o), (p), (r)(i)(A), (r)(ii), (u), (v), (w) (to the extent such Lien arises in connection with Indebtedness permitted by clause (h), or, if utilized for
Indebtedness of the type specified in clause (f) or (h) of Section 6.01, (v) of Section 6.01), (x) or (y) of Section 6.02,
(ii) release the Administrative Agent’s Liens upon the Date of Full Satisfaction, (iii) release and/or modify the Administrative Agent’s Liens on the Collateral of the Foreign Subsidiary Loan Parties on or after the Pari Passu Notes
Repayment Date so that such Liens only secure the Foreign Obligations and (iv) release the Foreign Subsidiary Loan Parties from their guarantee of the Obligations (other than the Foreign Obligations) on and after the Pari Passu Notes Repayment
Date; provided that any subordination or release of property pursuant to clause (i) above in reliance on Section 6.02(w) shall be limited to property which may secure Indebtedness of the type specified in Section
6.01(f), or property securing Indebtedness permitted under or of the type permitted under Section 6.01(h) as of the date of the acquisition of the Person owning such property; provided further that if as of the date of the
requested release under clause (i) or, solely with regard to the condition in clause (A), clause (iii) above: (A) any Borrower is subject to a proceeding of the type described in clauses (g) or (h)
of Section 8.01, or (B) the Administrative Agent is applying the proceeds of Collateral in accordance with Section 2.18(f), then the Administrative Agent shall not release its Liens until the Date of Full
Satisfaction. 
 (d) Authorized Release of Subsidiary Loan Party. If the Administrative Agent shall have received a
certificate of a Responsible Officer of the Parent Borrower requesting the release of a Subsidiary Loan Party, certifying that the Administrative Agent is authorized to release such Subsidiary Loan Party because either: (1) the Equity Interest
issued by such Subsidiary Loan Party or the assets of such Subsidiary Loan Party have been disposed of to a non-Loan Party in a transaction permitted by Section 6.05 (or with the
consent of the Required Lenders pursuant to Section 10.02(b)) or (2) such Subsidiary Loan Party has been designated as an Unrestricted Subsidiary in accordance with the designation provisions of the definition of the term
“Unrestricted Subsidiary”; provided that no such release shall occur if such Subsidiary Loan Party continues to be a guarantor in respect of any New Unsecured Notes, Incremental Equivalent Debt, Refinancing Notes or any Refinancing
Junior Loans of any Loan Party or any Permitted Refinancing of any of the foregoing; 
 then the Administrative Agent is irrevocably authorized by the
Secured Parties, without any consent or further agreement of any Secured Party to release the Liens granted to the Administrative Agent to secure the Obligations in the assets of such Subsidiary Loan Party and release such Subsidiary Loan Party from
all obligations under the Loan Documents. To the extent the Administrative Agent is required to execute any release documents in accordance with the immediately preceding sentence, the Administrative Agent shall do so promptly upon request of the
Parent Borrower without the consent or further agreement of any Secured Party; and 
 (e) the Administrative Agent is
authorized to enter into any intercreditor agreement contemplated hereby with respect to Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens and which Indebtedness contemplates an
intercreditor, subordination or collateral trust agreement (any such intercreditor agreement, an “Additional Agreement”), and the parties hereto acknowledge that any Additional Agreement is binding upon them. Each Lender and Issuing
Bank (a) hereby agrees that it will be bound by, and will not take any action contrary to, the provisions of any Additional Agreement and (b) hereby authorizes and instructs the Administrative Agent to enter into any Additional Agreement
and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties to extend credit to the Borrowers, and the Secured Parties are intended
third-party beneficiaries of such provisions and the provisions of any Additional Agreement. 

  
 CREDIT AGREEMENT, Page 153 








 Section 9.11 Perfection by Possession and Control. The Administrative Agent hereby
appoints each of the other Lenders to serve as bailee to perfect the Administrative Agent’s Liens in any Collateral (other than deposit, securities or commodity accounts) in the possession of any such other Lender and each Lender possessing any
such Collateral agrees to so act as bailee for the Administrative Agent in accordance with the terms and provisions hereof. 

Section 9.12 Lender Affiliates Rights. By accepting the benefits of the Loan Documents, any Affiliate of a Lender that is owed any
Obligation is bound by the terms of the Loan Documents. But notwithstanding the foregoing: (a) neither the Administrative Agent, any Lender nor any Loan Party shall be obligated to deliver any notice or communication required to be delivered to
any Lender under any Loan Documents to any Affiliate of any Lender; and (b) no Affiliate of any Lender that is owed any Obligation shall be included in the determination of the Required Lenders or entitled to consent to, reject, or participate
in any manner in any amendment, waiver or other modification of any Loan Document. The Administrative Agent shall not have any liabilities, obligations or responsibilities of any kind whatsoever to any Affiliate of any Lender who is owed any
Obligation. The Administrative Agent shall deal solely and directly with the related Lender of any such Affiliate in connection with all matters relating to the Loan Documents. The Obligation owed to such Affiliate shall be considered the Obligation
of its related Lender for all purposes under the Loan Documents and such Lender shall be solely responsible to the other parties hereto for all the obligations of such Affiliate under any Loan Document. 

Section 9.13 Actions in Concert. Notwithstanding anything contained in any of the Loan Documents, each Borrower, the
Administrative Agent and each Lender hereby agree that (A) no Lender shall have any right individually to realize upon any of the Collateral under any Security Documents or to enforce the guarantee set forth in the Guaranty Agreement, it being
understood and agreed that all powers, rights and remedies under the Guaranty Agreement and the other Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof
and (B) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and
the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold in any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral
payable by the Administrative Agent at such sale. 
 Section 9.14 Certain Canadian Matters. For greater certainty, and without
limiting the powers of the Administrative Agent or any other person acting as an agent, attorney-in-fact or mandatory for the Administrative Agent under this Agreement
or under any of the other Loan Documents, and for the purposes of holding any security granted by a Borrower or any other Loan Party pursuant to the laws of the Province of Quebec to secure payment of any bond issued by a Borrower or any Loan Party,
each Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the person holding the power of attorney (i.e. “fondé de pouvoir”) (in such capacity, the “Attorney”) of the Lenders
as contemplated under Article 2692 of the Civil Code of Québec, and to enter into, to take and to hold on its behalf, and for its benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any
hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each Lender hereby irrevocably appoints and authorizes the Administrative Agent (in such capacity, the
“Custodian”) to act as agent and custodian for 

  
 CREDIT AGREEMENT, Page 154 








 
and on behalf of the Lenders to hold and be the sole registered holder of any bond which may be issued under any hypothec, the whole notwithstanding Section 32 of An Act respecting the
special powers of legal persons (Quebec) or any other applicable law, and to execute all related documents. Each of the Attorney and the Custodian shall: (a) have the sole and exclusive right and authority to exercise, except as may be
otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney and the Custodian (as applicable) pursuant to any hypothec, bond, pledge, applicable laws or otherwise, (b) benefit from and be subject to all
provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lenders, and (c) be entitled to
delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time. Any person who becomes a Lender shall, by its execution of an Assignment and Assumption,
be deemed to have consented to and confirmed: (i) the Attorney as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Attorney in such capacity, and
(ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the Custodian in such capacity. The Substitution of the Administrative Agent pursuant to the provisions of
this Article 8 shall also constitute the substitution of the Attorney and the Custodian. 
 ARTICLE X 

Miscellaneous 

Section 10.01 Notices. Except in the case of notices and other communications expressly permitted to be given by telephone or
other means, all notices and other communications provided for herein shall be in writing and (to the extent permitted by the applicable notice provision) shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by telecopy or email, as follows: 
 (i) if to the Parent Borrower or any other Loan Party, to it at 251
O’Connor Ridge Boulevard, Suite 300, Irving, Texas 75038, Attention of John O. Muse, Chief Financial Officer, (Telecopy No.: 972.281.4449); email: JMuse@darlingii.com, with a copy to Brad Phillips, Vice President and Treasurer (Telecopy:
972.281.4449); email: bphillips@darlingii.com. 
 (ii) if to the Administrative Agent, for notice regarding a Multicurrency
Revolving Loan, to J.P. Morgan Europe Limited, Loans Agency, 6th Floor, 25 Bank Street, Canary Wharf, London, El 4 5JP, Attention: Loans. Agency; Fax: +44 (0)207 777 2360; email: loan_and_agency_london@jpmorgan.com. 

(iii) if to the Administrative Agent, for any other notice
herein (other than updates to the list of Disqualified Institutions), to JPMorgan
Chase Bank, N.A., Loan and Agency Services Group, 10 S. Dearborn – IL1-0010, Chicago, IL 60603; attention: Sherese Cork; Telephone: 312.732.4843; Telecopy: 888-303-9732; email: jpm.agency.servicing.1@jpmchase.com with a copy to JPMorgan Chase Bank, N.A., 2200 Ross Avenue, Third Floor, Dallas, Texas 75201, Attention: Gregory T. Martin, Telephone: 214.965.2171;
Telecopy: 214.965.2044; email: gregory.t.martin@jpmorgan.com. 
 (iv)
if to the Administrative Agent, for any update to the list of Disqualified Institutions: to JPMDQ_Contact@jpmorgan.com, with a
copy (which shall not constitute notice) to the contacts set forth in clause (ii) above. 

(ivv) if to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire. 

  
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 Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic
communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable
Lender. Each of the Administrative Agent or each 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. Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. 

Each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and
other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the gross negligence, bad faith or willful misconduct of, or a material breach of any
obligations under the Loan Documents by, any agent hereunder, as determined by a final, non-appealable judgment of a court of competent jurisdiction. The Platform and any Approved Electronic Communications are
provided “as is” and “as available” and none of the agents party hereto nor any of their Related Parties warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly
disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the agents party hereto nor any of their Related Parties in connection with the Platform or the Approved Electronic
Communications. 
 Section 10.02 Waivers; Amendments. 

(a) No Waiver; Rights Cumulative. No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section 10.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. 

(b) Amendments. Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived,
amended or modified except (i) pursuant to an Incremental Assumption Agreement executed in accordance with the terms and conditions of Section 2.20 and (ii) in the case of this Agreement and any circumstance other
than as described in clause (i) pursuant to an agreement or agreements in writing entered into by or with the 

  
 CREDIT AGREEMENT, Page 156 








 
consent of the Borrowers and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Loan Party or Loan Parties that are parties thereto in each case with the consent of the Required Lenders; provided that no such agreement shall, (A) without the written consent of each Lender directly and adversely affected thereby (but
not the Required Lenders) (1) increase the Commitment of any Lender (it being understood that a waiver of any condition precedent in Section 4.01, Section 4.03 or
Section 4.04 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not be an increase of a Commitment of any Lender), (2) reduce the principal amount of any Loan
or LC Disbursement or reduce the rate of interest thereon (other than interest accruing pursuant to Section 2.13(c) or a waiver thereof), extend the scheduled date of any interim amortization of any Loan or reduce any fees payable hereunder,
(it being understood that any change to the definition of “Total Leverage Ratio” or in the component definitions thereof shall not constitute a reduction in the rate of interest or fees thereon), (3) postpone the scheduled date of payment
of any interest on any Loan or LC Disbursement (other than interest accruing pursuant to Section 2.13(c) or a waiver thereof), or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, (4) postpone the
final scheduled date of payment of the principal amount of any Loan or LC Disbursement, (5) postpone the scheduled date of expiration of any Commitment (it being understood that a waiver of any condition precedent in
Section 4.01, Section 4.03 or Section 4.04 or the waiver of any Default or Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not be an
extension of a Commitment of any Lender), or (6) change the currency in which any Loan or Commitment of any Lender is denominated without the written consent of such Lender (it being understood that designations of additional Alternative
Currencies in accordance with the definition thereof shall not constitute a change of currency for purposes of this clause (6)), (B) waive any condition precedent in Section 4.03 without the consent of the
Required TLB Lenders and (C) without the written consent of each Lender (1) change any of the provisions of this Section or the definition of “Required Lenders,”, “Required TLA/RC Lenders” or “Required TLB
Lenders” (or for the avoidance of doubt any provision that requires the consent of all Lenders or all directly affected Lenders) (2) release all or substantially all of the value of the Guarantees of the Obligations by the Subsidiary Loan
Parties (it being understood that the Foreign Collateral Reallocation shall not be deemed a release of Guarantees), (3) release all or substantially all of the Collateral from the Liens of the Security Documents (it being understood that
(A) the determination that any assets acquired after the Effective Date shall not constitute Collateral and (B) the Foreign Collateral Reallocation, in each case, shall not be deemed a release of Collateral) or (4) change
Section 2.18(b), (c) or (f) in a manner that would alter the pro rata sharing of payments required thereby (except that modifications to such pro rata sharing provisions in connection with (x) loan buy back or
similar programs, (y) “amend and extend” transactions or (z) adding one or more tranches of Loans (which may but are not required to be new money tranches of Loans), which, in each case, shall only require the written consent of the
Required Lenders and each Lender participating in such transaction); provided further that (1) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the
Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, and (2) notwithstanding the terms of clause (ii) above, any waiver, amendment or
modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders and/or the Term A Lenders (but not the Term B Lenders) or the Term B Lenders (but not the Revolving Lenders and/or the Term A
Lenders) may be effected by an agreement or agreements in writing entered into by the Borrowers and requisite percentage in interest of the affected Class of Lenders. 

  
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 Notwithstanding anything in this Agreement (including, without limitation, this
Section 10.02(b)) or any other Loan Document to the contrary, (i) this Agreement and the other Loan Documents may be amended to effect an incremental facility or refinancing facility pursuant to Section 2.20 or
2.22 (and the Administrative Agent and the Borrowers may effect such amendments to this Agreement and the other Credit Documents without the consent of any other party as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent and the Parent Borrower, to effect the terms of any such incremental facility or refinancing facility); (ii) no Lender consent is required to effect any amendment or supplement to any intercreditor agreement or arrangement
permitted under this Agreement that is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of such intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood
that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other
changes are not adverse, in any material respect, to the interests of the Lenders); provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under
any other Loan Document without the prior written consent of the Administrative Agent; (iii) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrowers and the
Administrative Agent to cure any ambiguity, omission, mistake, defect or inconsistency and such amendment shall be deemed approved by the Lenders if the Lenders shall have received at least five (5) Business Days’ prior written notice of
such change and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment;
and (iv) guarantees, collateral documents and related documents executed by Loan Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with any other Loan Document,
entered into, amended, supplemented or waived, without the consent of any other person, by the applicable Loan Party or Loan Parties and the Administrative Agent in its sole discretion, to (A) effect the granting, perfection, protection,
expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, (B) as required by local law to give effect to, or protect any security interest for the
benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, or (C) to cure ambiguities, omissions, mistakes or defects or to cause such guarantee, collateral security
document or other document to be consistent with this Agreement and the other Loan Documents. 
 Notwithstanding the foregoing, only the
consent of the Required TLA/RC Lenders shall be required to (and only the Required TLA/RC Lenders shall have the ability to) waive, amend, supplement or modify the covenants set forth in Sections 7.01, 7.02 and 7.03
(including any defined terms as they relate thereto). 
 Section 10.03 Expenses; Indemnity; Damage Waiver. 

(a) Expenses. Each Borrower shall pay, within 30 days of a written demand therefor (together with reasonable backup
documentation supporting such reimbursement request), (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel (limited to one primary counsel for the Administrative Agent and the Lenders, taken as a whole, and one additional counsel in each relevant material jurisdiction), in connection with the
syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section 10.03, or in connection
with the Loans made 

  
 CREDIT AGREEMENT, Page 158 








 
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 or Letters of Credit; (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of counsel (limited to one counsel to the Administrative Agent and the Lenders, taken as a whole, one additional counsel in each jurisdiction in
which any Collateral is located or any proceedings are held and, in the case of an actual or perceived conflict of interest, one additional counsel to the Lenders, taken as a whole), in connection with the enforcement or protection of its rights in
connection with the Loan Documents, including its rights under this Section 10.03, or in connection with the Loans made or Letters of Credit issued hereunder. 

(b) Indemnity. EACH BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND EACH LENDER, AND EACH
RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE
FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE (LIMITED TO ONE COUNSEL TO THE INDEMNITEES, TAKEN AS A WHOLE, AND ONE ADDITIONAL COUNSEL IN EACH JURISDICTION IN WHICH ANY COLLATERAL IS LOCATED OR ANY PROCEEDINGS ARE HELD AND, IN
THE CASE OF AN ACTUAL OR PERCEIVED CONFLICT OF INTEREST, ONE ADDITIONAL COUNSEL TO THE INDEMNITEES, TAKEN AS A WHOLE), INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE SYNDICATION OF THE
COMMITMENTS OR THE LOANS, THE EXECUTION OR DELIVERY OF ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES TO THE LOAN DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF
THE TRANSACTIONS, ANY OTHER ACQUISITION PERMITTED HEREBY OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR
LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS
OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY CURRENTLY OR FORMERLY OWNED OR OPERATED BY THE PARENT BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY
RELATED IN ANY WAY TO THE PARENT 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 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 RESULTED FROM THE GROSS
NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF, OR A MATERIAL BREACH OF ANY OBLIGATION UNDER THE LOAN DOCUMENTS BY, SUCH INDEMNITEE AS DETERMINED BY A FINAL, NON-APPEALABLE JUDGEMENT OF A COURT OF COMPETENT
JURISDICTION OR ANY DISPUTE SOLELY AMONG THE 

  
 CREDIT AGREEMENT, Page 159 








 
INDEMNITEES (OTHER THAN A COMMITMENT PARTY, AN ARRANGER OR THE ADMINISTRATIVE AGENT ACTING IN THEIR RESPECTIVE CAPACITY AS SUCH) AND NOT ARISING OUT OF ANY ACT OR OMISSION OF THE PARENT BORROWER,
ROTHSAY, THE ROTHSAY SELLER, THE VION SELLER OR ANY OF THEIR AFFILIATES OR RELATED TO THE PRESENCE OR RELEASE OF HAZARDOUS MATERIALS OR VIOLATIONS OF ENVIRONMENTAL LAWS THAT FIRST OCCUR AT A PROPERTY OWNED OR LEASED BY PARENT BORROWER OR ITS
SUBSIDIARIES AFTER SUCH PROPERTY IS TRANSFERRED TO AN INDEMNITEE OR ITS SUCCESSORS OR ASSIGNS BY WAY OF A FORECLOSURE, DEED–IN–LIEU OF FORECLOSURE OR SIMILAR TRANSFER. NOTWITHSTANDING THE FOREGOING, EACH INDEMNITEE SHALL BE OBLIGATED TO
REFUND AND RETURN ANY AND ALL AMOUNTS PAID BY YOU UNDER THIS PARAGRAPH TO SUCH INDEMNITEE FOR ANY SUCH FEES, EXPENSES OR DAMAGES TO THE EXTENT SUCH INDEMNIFIED PERSON IS NOT ENTITLED TO PAYMENT OF SUCH AMOUNT IN ACCORDANCE WITH THE TERMS HEREOF.

 (c) Lender’s Agreement to Pay. To the extent that any Borrower fails to pay any amount required to be paid by
it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 10.03, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank
or the Swingline Lender, 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) 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, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a
Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, outstanding Term Loans and unused Commitments at the time. 

(d) Waiver of Damages. To the extent permitted by applicable law, none of parties hereto shall assert, and each hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any
agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 

(e) Payment. Unless otherwise specified, all amounts due under this Section 10.03 shall be
payable not later than 30 days after written demand therefor. 
 Section 10.04 Successors and Assigns. 

(a) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrowers may not assign or otherwise transfer any of their rights
or obligations hereunder without the prior written consent of each Lender except as otherwise permitted under Section 6.03 (and any attempted assignment or transfer by any Borrower without such consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit and any Secured Party related to any


  
 CREDIT AGREEMENT, Page 160 








 
Lender), Participants (to the extent provided in paragraph (c) of this Section 10.04) and, to the extent expressly contemplated hereby, the Secured Parties
and other Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders), any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Assignment. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more assignees (except to
any natural person, any Defaulting Lender or any Disqualified Institution (it being understood assignments to the Parent Borrower, any and its
Subsidiaryies or a Disqualified Institution (to the extent a list of Disqualified Institutions has been posted to all Lenders) or any readily
identifiable Affiliate of such Disqualified Institutionshall be made in accordance with paragraph (e) below) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld, delayed or conditioned) of: 
 (A) the Parent Borrower; provided that no consent of the
Parent Borrower shall be required for (1) an assignment of (x) any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment or (y) all or any portion of a
Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (2) if an Event of Default under Sections 8.01(a), (b), (g) or (h) exists, an assignment to any other assignee; and provided,
further, that the Parent Borrower shall be deemed to have consented to any such assignment of Term B Loans unless the Parent Borrower shall object thereto by written notice to the Administrative Agent within twelve (12) Business Days after having received notice thereof; 

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment
of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and 
 (C) to the extent the
assignment relates to the Revolving Facility, any Issuing Bank that has issued Letters of Credit in an aggregate face amount in excess of $5,000,000. 

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

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be less than (1) $1,000,000 in the case of the Term Facility and (2) $5,000,000 in the case of the Revolving Facility unless each of the Parent Borrower and the
Administrative Agent otherwise consent (such consent not to be unreasonably withheld, delayed or conditioned); 
 (B) each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans; 

  
 CREDIT AGREEMENT, Page 161 








 (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and 

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

Any assignment by a Lender without the Parent Borrower’s consent to any
Disqualified Institutions who have been identified as such to all Lenders (and any readily identifiable Affiliate of such Disqualified Institutions), or, to the extent the Parent Borrower’s consent is required under the terms hereof (and not
obtained), to any other Person, shall be void ab initio, and the Parent Borrower shall be entitled to seek specific performance to unwind any such assignment or participation in addition to any other remedies available to the Parent
Borrower at law or at equity. 
 The amount transferred to a new lender or
transferee in relation to a Loan or Commitment made to a Dutch Borrower shall be at least €100,000 (or its equivalent in another currency) or, if it is less, the new lender
or transferee shall confirm in writing to such Dutch Borrower that it, the new lender or transferee, is a professional market party within the meaning of the Dutch FSA. 

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section 10.04, from and after the effective date specified in each Assignment and Assumption, the
Eligible
aAssignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement (including with respect to
any Ancillary Facility), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and
10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of this Section 10.04. 

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Bank and the Lenders shall
treat each Person whose name is recorded in the Register pursuant to the 

  
 CREDIT AGREEMENT, Page 162 








 
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 any Borrower, the Issuing Bank and
any Lender, at any reasonable time and from time to time upon reasonable prior notice (it being understood that no Lender shall be entitled to view any information in the Register except such information contained therein with respect to the
Class and amount of Obligations owing to such Lender). 
 (v) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an Eligible aAssignee,
 the Eligible aAssignee’s
 completed Administrative Questionnaire (unless the Eligible aAssignee
 shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 10.04 and any written consent to such assignment required by paragraph (b) of
this Section 10.04, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the Eligible
aAssignee shall have failed to make any payment required to be made by it pursuant to Sections 2.04(c), 2.05(d) or (e), 2.06(b), 2.18(c) or (d) or 10.03(c), the
Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No
assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph (v). 

(c) Participations. (i) Any Lender may, without the consent of any other Person, sell participations to one or more
banks or other entities (except natural persons, the Parent Borrower,
and any Subsidiary or a Disqualified Institution (to the extent a list of Disqualified Institutions has been posted to all Lenders) or any readily identifiable Affiliate of such Disqualified
Institution)) (except as set forth in Section 10.04(f) below) (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Issuing Bank
and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this
Section 10.04, each Borrower agrees that each Participant shall be entitled to the benefits of, and subject to the limitations of, Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.04. 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 2.18(c) as though it were a Lender. 

Any participation by a Lender without the Parent Borrower’s consent to
any Disqualified Institutions who have been identified as such to all Lenders or, to the extent the Parent Borrower’s consent is required under the terms hereof (and not obtained), to any other Person, shall be void ab initio, and the Parent
Borrower shall be entitled to seek specific performance to unwind any such assignment or participation in addition to any other remedies available to the Parent Borrower at law or at equity.


  
 CREDIT AGREEMENT, Page 163 








 (ii) Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrowers solely for United States federal tax purposes, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated
interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the
Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement or any other 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.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, each Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register
pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. 

(d) Pledge. Any Lender may, in accordance with applicable law, at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority, and this
Section 10.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. 
 (e)
Dutch Auction/Open Market Purchases. Notwithstanding anything else to the contrary contained in this Agreement, any Lender may
assign all or a portion of its Term Loans to the Parent Borrower or any Subsidiary (collectively, “Affiliated Lenders”) on a non-pro rata basis (i) through “Dutch auctions” open to all Lenders holding the relevant Term Loans, on
a pro rata basis or (ii) through open market purchases, in each case with respect to clauses (i) and (ii), without the consent of the Administrative Agent or any other Person; provided that:

 (i) with respect to any assignment to an Affiliated Lender, no Default has occurred or is
continuing at the time of acceptance of bids for the “Dutch auction” or entry into a binding agreement with respect to open market purchases; 

(ii) the assigning Lender and Affiliated Lender purchasing such Term Loans, as applicable, shall
execute and deliver to the Administrative Agent an assignment and assumption consistent with the terms of this Section 10.04(e);


(iii) for the avoidance of doubt, Lenders shall not be permitted to assign Revolving Commitments or Revolving Loans to any Affiliated Lender; 

(iv) any Term Loans assigned to any Affiliated Lender shall be automatically and permanently
cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder; 

(v) any purchases or assignments of Loans by an Affiliated Lender made through “Dutch
auctions” shall be conducted pursuant to procedures to be established by the Administrative Agent and the Parent Borrower that are consistent with Section 10.04(e); and 

  
 CREDIT AGREEMENT, Page 164 









(vi) no Affiliated Lender shall be required to represent or warrant that it is not in possession
of material non-public information with respect to any Borrower and/or any Subsidiary thereof and/or their respective securities in connection with any assignment or purchase permitted by this Section 10.04(e). 

(f)
 Disqualified Institutions; Non-Qualified Persons. 

(i)
 No assignment or participation shall be made to any Person that was a Disqualified
Institution as of the date (the “Trade Date”) on which the assigning or participating, as applicable, Lender entered into a binding agreement to sell and assign or participate in all or a portion of its rights and obligations under this
Agreement to such Person (unless the Parent Borrower has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or
participation). For the avoidance of doubt,
with respect to any assignee that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the
delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of
“Disqualified Institution”), (x) such assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by any Borrower of an Assignment and Assumption with respect to such assignee will not by itself
result in such assignee no longer being considered a Disqualified Institution. Any assignment in violation of this clause (f)(i) shall not be void, but the other provisions of this clause (f) shall apply. 

(ii)
 If any assignment or participation is made to any Disqualified Institution without
the Parent Borrower’s prior written consent in violation of clause (f)(i) above or to any Affiliate of a Disqualified Institution, or if any Person becomes a Disqualified Institution or an Affiliate thereof after the applicable Trade Date, the
Parent Borrower may upon notice to the applicable Disqualified Institution or Affiliate and the Administrative Agent, (A) terminate any Revolving Commitment of such Disqualified Institution or Affiliate and cause the relevant Borrower to repay all
Loan Obligations owing to such Disqualified Institution or Affiliate in connection with such Revolving Commitment, (B) in the case of any outstanding Term Loans held by Disqualified Institutions or their respective Affiliates, purchase or prepay (or
cause the relevant Borrower to purchase or prepay) such Term Loan by paying the lowest of (x) the par value of the principal amount thereof, (y) the amount that such Disqualified Institution or its Affiliate paid to acquire such Term Loans and (z)
the most recent trading price of such Term Loans, in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder on such Loans and/or (C) require such Disqualified Institution or
Affiliate to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.04), all of its interest, rights and obligations under this Agreement to one or more assignees at the lowest of (x) the par value
of the principal amount thereof, (y) the amount that such Disqualified Institution or its Affiliates paid to acquire such Revolving and/or Term Loans and (z) the most recent trading price of such Revolving and/or Term Loans, in each case plus
accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder in respect thereof; provided that if any Lender (including any Disqualified Institution or Affiliate thereof) does not execute and deliver an
Assignment and Assumption to the Administrative Agent by the later of (a) the date the replacement Lender executes and delivers such Assignment and Assumption to the Administrative Agent and (b) the date as of which the Disqualified Institution
or Affiliate shall be paid by the assignee lender (or, at its option, a Borrower) the amount required pursuant to this Section 10.04(f)(ii),


  
 CREDIT AGREEMENT, Page 165 








 
then such Disqualified Lender or such Affiliate shall be deemed to have executed
and delivered such Assignment and Assumption and consented to the Administrative Agent effectuating any assignment in full of such Lender’s interests hereunder and taking any such actions as appropriate to facilitate the foregoing. 

(iii)
 Notwithstanding anything to the contrary contained in this Agreement, Disqualified
Institutions or any of their Affiliates (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by or on behalf of the Borrowers or their respective Subsidiaries, the Administrative Agent or any other
Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the
Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any waiver, amendment or consent, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender
to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each
Disqualified Institution or its Affiliates, as applicable, will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any plan of
reorganization or plan of liquidation pursuant to any Debtor Relief Laws, each Disqualified Institution or its Affiliates, as applicable, party hereto hereby agrees (1) not to vote on such plan of reorganization or plan of liquidation pursuant to
any Debtor Relief Laws, (2) if such Disqualified Institution or its Affiliates, as applicable, does vote on such plan of reorganization or plan of liquidation pursuant to any Debtor Relief Laws notwithstanding the restriction in the foregoing
clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted
in determining whether the applicable class has accepted or rejected such plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any
party for a determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2). 

(iv)
 The Administrative Agent shall have the right, and the Parent Borrower hereby
expressly authorizes the Administrative Agent, to provide the list of Disqualified Institutions provided by the Parent Borrower and any updates thereto from time to time (collectively, the “DQ List”) to each Lender requesting the same and
such lenders may so provide the DQ List to any potential assignees or participants on a confidential basis. 

(v)
 For the avoidance of doubt, the provisions in Section 10.04(f)(ii), (iii) and (iv)
applicable to Affiliates of Disqualified Institutions shall not apply to Bona Fide Debt Funds, unless such Bona Fide Debt Fund is otherwise a Disqualified Institution pursuant to the definition thereof. 
 Section 10.05 Survival. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder. The provisions of Sections 2.15, 2.16,
2.17 and 10.03 and 

  
 CREDIT AGREEMENT, Page 166 








 
Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. For the avoidance of doubt, if any entity ceases to be a Lender under this Agreement pursuant to an Assignment and Acceptance,
such entity shall be entitled to the benefits of the surviving provisions in the previous sentence but only with respect to the period during which such entity was a Lender under this Agreement. 

Section 10.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES
PAYABLE TO THE ADMINISTRATIVE AGENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN,
RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.
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 which, when
taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy or email or other electronic means (including a “.pdf” or “.tif” file) shall be effective as delivery of a manually executed counterpart of this Agreement. 

Section 10.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 Section 10.08 Right of
Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Borrower against any of and all the Loan Obligations
held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each party exercising rights under this Section 10.08 shall
promptly notify the applicable Borrower (with a copy to the Administrative Agent) after any such exercise; provided that the failure to give such notice shall not effect the validity of such right. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 
 Section 10.09
Governing Law; Jurisdiction; Consent to Service of Process. 
 (a) Governing Law. This Agreement shall be
construed in accordance with and governed by the law of the State of New York without regard to conflicts of law principles; provided that (a) the
interpretation of the definition of “Rothsay Material Adverse Effect” (and whether or not a Rothsay Material Adverse Effect has occurred), (b) the determination of the


  
 CREDIT AGREEMENT, Page 167 








 
accuracy of any Acquisition Agreement Representation and whether as a result of any inaccuracy thereof either
the Parent Borrower or its applicable Affiliate has the right to terminate its
obligations under the Rothsay Acquisition Agreement or to decline to consummate the Acquisition and (c) the determination of whether the Rothsay Acquisition has been consummated in accordance with the terms of the Rothsay Acquisition Agreement
and, in any case, claims or disputes arising out of any such interpretation or determination or any aspect thereof shall, in each case, be governed by, and construed in accordance with, the laws of the Province of Ontario, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws thereof; provided further that the determination of whether the Vion Acquisition has been
consummated in accordance with the terms of the Vion Acquisition Agreement and, in any case, claims or disputes arising out of any such interpretation or determination or any aspect thereof shall, in each case, be governed by, and construed in
accordance with, the laws of The Netherlands, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws
thereof.. 

(b) Jurisdiction. EACH LENDER, EACH LOAN PARTY AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENT (EXCLUDING THE ENFORCEMENT OF THE SECURITY DOCUMENTS TO THE EXTENT SUCH SECURITY DOCUMENTS EXPRESSLY PROVIDE OTHERWISE), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF SUCH PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF SUCH 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;
PROVIDED, THAT WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THE ROTHSAY ACQUISITION AGREEMENT OR VION ACQUISITION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND WHICH DO NOT INVOLVE CLAIMS AGAINST THE COMMITMENT PARTIES, THE ADMINISTRATIVE AGENT, ANY ISSUING BANK, THE LENDERS OR THEIR
AFFILIATES, THIS SENTENCE SHALL NOT OVERRIDE ANY JURISDICTION PROVISION SET FORTH IN THE VION ACQUISITION AGREEMENT OR THE ROTHSAY ACQUISITION AGREEMENT,
RESPECTIVELY.. 

(c) Venue. Each Loan Party and each other party to this Agreement hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court
referred to in paragraph (b) of this Section 10.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court. 
 (d) Service of Process. Each Loan Party and each other party to this
Agreement irrevocably appoints the Parent Borrower as its agent for service of process and consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law. 

  
 CREDIT AGREEMENT, Page 168 








 Section 10.10 WAIVER OF JURY TRIAL. EACH LOAN PARTY AND EACH OTHER PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH LOAN PARTY AND EACH OTHER PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 10.10. 
 Section 10.11 Headings. Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

Section 10.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed: (a) to its Related Parties, including accountants, legal counsel and other advisors on a “need-to-know” basis (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 and the Administrative Agent, the Issuing Bank and the Lenders shall be responsible for the compliance with this paragraph by its Related Parties), (b) to the extent requested by any Governmental Authority, (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process (in which case, to the extent permitted by law, the party in receipt of such request shall promptly inform the Parent Borrower in advance other than in connection
with any examination of the financial condition or other routine examination of such Lender), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions not less restrictive than those of this Section 10.12, to (i) any Eligible
aAssignee of or Participant in, or any prospective Eligible
aAssignee of or Participant in, any of its rights or obligations under this Agreement (but excluding any Disqualified Institution (to the
extent a list of Disqualified Institutions has been posted to all Lenders) or any readily identifiable Affiliate of such Disqualified
Institution)it being understood the DQ List may be shared in accordance with Section 10.04(f)(iv)) or (ii) any actual or prospective direct or indirect counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the written consent of
the Parent Borrower (h) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.12 or (i) to any rating agency when required by it, provided that,
prior to any disclosure, such rating agency shall undertake to preserve the confidentiality of any confidential Information relating to the Loan Parties received by it from such Person. In addition, the Administrative Agent and the Lenders may
disclose the existence of this Agreement and any customary information about this Agreement required for league table or similar credit. For the purposes of this Section, “Information” means all information received from the Borrowers
relating to the Borrowers or their business. Any Person required to maintain the confidentiality of Information as provided in this Section 10.12 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 LENDER 

  
 CREDIT AGREEMENT, Page 169 








 
ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THIS SECTION FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS,
FURNISHED BY ANY BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT
THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO EACH BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW. Notwithstanding anything in this Section 10.12 to the
contrary, (x) to the extent any legal counsel, independent auditors, professionals
and other experts or agents of a Lender receives any Information, such legal counsel, independent auditors, professionals and other experts or agents shall sign an undertaking that they will treat such Information as confidential (subject to certain
customary exceptions) unless there are established and enforceable codes of professional conduct governing the confidential treatment of such Information so
received.
and (y) in no event shall any disclosure of any Information be made to a Person that is a Disqualified Institution at the
time of disclosure (except to the extent set forth in clauses (c) or (f)(i)
(solely with respect to the
DQ List as set forth above) above). 

Section 10.13 Maximum Interest Rate. 

(a) Limitation to Maximum Rate; Recapture. No interest rate specified in any Loan Document shall at any time exceed the
Maximum Rate. If at any time the interest rate (the “Contract Rate”) for any obligation under the Loan Documents shall exceed the Maximum Rate, thereby causing the interest accruing on such obligation to be limited to the Maximum
Rate, then any subsequent reduction in the Contract Rate for such obligation shall not reduce the rate of interest on such obligation below the Maximum Rate until the aggregate amount of interest accrued on such obligation equals the aggregate
amount of interest which would have accrued on such obligation if the Contract Rate for such obligation had at all times been in effect. As used herein, the term “Maximum Rate” means, at any time with respect to any Lender, the
maximum rate of nonusurious interest under applicable law that such Lender may charge applicable Borrower. The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges contracted for,
charged, or received in connection with the Loan Documents that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect
without notice to any Borrower at the time of such change in the Maximum Rate. For purposes of determining the Maximum Rate under Texas law, the applicable rate ceiling shall be the weekly rate ceiling described in, and computed in accordance with,
Chapter 303 of the Texas Finance Code. 
 (b) Cure Provisions. No provision of any Loan Document shall require the
payment or the collection of interest in excess of the Maximum Rate. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan
transaction, the provisions of this Section 10.13 shall 

  
 CREDIT AGREEMENT, Page 170 








 
govern and prevail and neither any Borrower nor the sureties, guarantors, successors, or assigns of any Borrower shall be obligated to pay the excess amount of such interest or any other excess
sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which would be in excess of the maximum amount permitted by applicable
law shall be applied as a payment and reduction of the principal of the obligations outstanding hereunder, and, if the principal of the obligations outstanding hereunder has been paid in full, any remaining excess shall forthwith be paid to the
applicable Borrower. In determining whether or not the interest paid or payable exceeds the Maximum Rate, each Borrower and each Lender shall, to the extent permitted by applicable law, (a) characterize any
non-principal payment as an expense, fee, or premium rather than as 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 entire contemplated term of the obligations outstanding hereunder so that interest for the entire term does not exceed the Maximum Rate. 

(c) Chapter 346 of the Texas Finance Code. The provisions of Chapter 346 of the Finance Code of Texas are specifically
declared by the parties hereto not to be applicable to this Agreement or to the transactions contemplated hereby. 
 (d)
Canadian Interest Limitation. Notwithstanding anything in this Section 10.13 or otherwise in this Agreement, the provisions of this clause (d) shall apply to the Canadian Loan Parties. If any provision of
this Agreement or of any of the other Loan Documents would obligate any Canadian Loan Party to make any payment of interest or other amount payable to the Lenders in an amount or calculated at a rate which would be prohibited by law or would result
in a receipt by the Lenders of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the
maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the Lenders of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows:
(1) firstly, by reducing the amount or rate of interest required to be paid to the Lenders under Section 2.13, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid
to the Lenders which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the Lenders shall have
received an amount in excess of the maximum permitted by Section 347 of the Criminal Code (Canada), the Canadian Loan Parties shall be entitled, by notice in writing to the Administrative Agent, to obtain reimbursement from the Lenders in an
amount equal to such excess and, pending such reimbursement, such amount shall be deemed to be an amount payable by the Lenders to the Canadian Borrower. Any amount or rate of interest referred to in Section 2.13 shall be
determined in accordance with generally accepted actuarial practices and principles as an effective annual rate of interest over the term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall
within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period from the Effective Date to the date this Agreement is terminated and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the
Administrative Agent shall be conclusive for the purposes of such determination. 
 Section 10.14 Limitation of Liability. None
of Loan Parties, the Administrative Agent, any Lender, or any of their respective Related Parties shall have any liability with respect to, and each Borrower, the Administrative Agent and each Lender and, by the execution of the Loan Documents to


  
 CREDIT AGREEMENT, Page 171 








 
which it is a party, each other Loan Party, hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, consequential or punitive damages
suffered or incurred by such party in connection with, arising out of, or in any way related to any of the Loan Documents, or any of the transactions contemplated by any of the Loan
Documents; provided that for the avoidance of doubt, the foregoing shall not limit any of the Loan Parties’ indemnity obligations
set forth in Section 10.03. 
 Section 10.15 No Duty. All
attorneys, accountants, appraisers, and other professional Persons and consultants retained by the Administrative Agent or any Lender shall have the right to act exclusively in the interest of the Administrative Agent and the Lenders and shall have
no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to any Borrower, any other Loan Party, any of the Parent Borrower’s shareholders or any other Person. 

Section 10.16 No Fiduciary Relationship. The relationship between the Loan Parties on the one hand and the Administrative Agent,
each other agent party hereto and each Lender on the other is solely that of debtor and creditor, and neither the Administrative Agent, nor any other agent party hereto nor any Lender has any fiduciary or other special relationship with any Loan
Party, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship between the Loan Parties on the one hand and the Administrative Agent, each other agent party hereto and each Lender on the other to be
other than that of debtor and creditor. In addition, the Administrative Agent, each other agent party hereto and each Lender and their Affiliates may have economic interests that conflict with those of the Loan Parties, their stockholders and/or
their Affiliates. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are
arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith (x) no Lender has assumed an advisory or fiduciary
responsibility in favor of any Loan Party, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether
any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and
(y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and
financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any
Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with the transactions contemplated hereby. 

Section 10.17 Construction. Each Loan Party, the Administrative Agent and each Lender acknowledges that each of them has had the
benefit of legal counsel of its own choice and has been afforded an opportunity to review the Loan Documents with its legal counsel and that the Loan Documents shall be construed as if jointly drafted by the parties thereto. 

Section 10.18 USA Patriot Act and Canadian Anti-Money Laundering Legislation. 

(a) Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and
record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act. 

  
 CREDIT AGREEMENT, Page 172 








 (b) Each Borrower acknowledges that, pursuant to the Proceeds of Crime Act and
other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws in each relevant jurisdiction (collectively, including any guidelines or orders thereunder, “AML
Legislation”), the Lenders may be required to obtain, verify and record information regarding the Borrowers, their respective Related Parties, the Transactions and any other transactions contemplated hereby. The Borrowers shall promptly
provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender, any Issuing Bank or the Administrative Agent, in order to comply with any applicable AML Legislation, whether now or
hereafter in existence. 
 (i) If the Administrative Agent has ascertained the identity of any Borrower or any authorized
signatories of the Borrower for the purposes of applicable AML Legislation, then the Administrative Agent: 
 (A) shall be
deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written agreement” in such regard between each Lender and the Administrative Agent within the meaning of the applicable AML Legislation; and 

(B) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as
to its accuracy or completeness. 
 (iiC) Notwithstanding the preceding sentence and except as may otherwise be agreed in
writing, each of the Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Borrowers or any authorized signatories of the Borrowers on behalf of any Lender, or to confirm the completeness or accuracy of any
information it obtains from any Borrower or any such authorized signatory in doing so. 
 Section 10.19 Parallel Debt (Covenant to
pay the Administrative Agent). 

(a) Notwithstanding any other provision of this Agreement, each Parallel Debt Loan Party hereby irrevocably and unconditionally
undertakes to pay to the Administrative Agent as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Parallel Debt Loan Party to each of the Secured
Parties under each of the Loan Documents as and when that amount falls due for payment under the relevant Loan Document (the “Parallel Debt”). 

(b) The Administrative Agent shall have its own independent right to demand payment of the amounts payable by each Parallel
Debt Loan Party under this Section 10.19. 
 (c) Any amount due and payable by a Parallel Debt Loan
Party to the Administrative Agent under this Section 10.19 shall be decreased to the extent that the other Secured Parties have received payment in full or in part (which payment has not been rescinded or otherwise required
by any Governmental Authority to be restored or returned) of the 

  
 CREDIT AGREEMENT, Page 173 








 
corresponding amount under the other provisions of the Loan Documents, and any amount due and payable by a Parallel Debt Loan Party to the other Secured Parties under those provisions shall be
decreased to the extent that the Administrative Agent has received payment in full or in part (which payment has not been rescinded or otherwise required by any Governmental Authority to be restored or returned) of the corresponding amount under
this Section 10.19. For the absence of doubt, the Administrative Agent shall not demand payment from a Parallel Debt Loan Party under the Parallel Debt to the extent that such Parallel Debt Loan Party’s corresponding
obligations under the Loan Documents have been irrevocably repaid or, in the case of Guarantee obligations, discharged. 

Section 10.20 Additional Borrowers. The Parent Borrower may designate any wholly-owned Subsidiary as a Borrower under any
Revolving Commitments or any Incremental Facility (an “Additional Borrower”); provided that the Administrative Agent shall be reasonably satisfied that, with respect to any such Subsidiary which is not a Domestic Subsidiary,
the applicable Lenders to such Additional Borrower may make loans and other extensions of credit to such Subsidiary in such person’s jurisdiction of organization in compliance with applicable laws and regulations, without being required or
qualified to do business in such jurisdiction and without being subject to any unreimbursed or unindemnified Taxes or other expense. Such wholly-owned Subsidiary shall become an Additional Borrower and a party to this Agreement, and all references
to the “Borrowers” and “Subsidiary Borrowers” shall also include such Additional Borrower, as applicable, upon (a) the receipt by applicable Additional Borrower becoming a party to this Agreement by delivering to the Administrative Agent of documentation consistent in scope with the documentation set forth in the definition of “Vion Subsidiary Borrower Joinder Date” and (ban executed counterpart to a Foreign Security Agreement and an executed counterpart to a joinder agreement in form and substance reasonably
acceptable to the Administrative Agent to each of this Agreement and the Guaranty Agreement (it being agreed that the Lenders hereby authorize the Administrative Agent to execute and deliver any such joinder agreement),
(b) the Administrative Agent shall have received documents, certificates and other deliverables with respect to the applicable
Additional Borrower consistent in scope with such items delivered pursuant to Sections 4.01(b), (c) (or (d) in the case of Dutch Subsidiary Borrowers)
and (e), as applicable, on the Effective Date with respect to the other Loan Parties and (c) the Lenders being provided with ten
(10) Business
Days’ prior notice (or such shorter period of time as the Administrative Agent shall reasonably agree) of any Additional Borrower being added pursuant to this Section 10.20. This Agreement may be amended as necessary
or appropriate, in the reasonable opinion of the Administrative Agent and the Parent Borrower to effect the provisions of or be consistent with this Section 10.20. Notwithstanding any other provision of this Agreement to
the contrary (including Section 10.02), any such deemed amendment may be memorialized in writing by the Administrative Agent with the Parent Borrower’s consent, but without the consent of any other Lenders, and
furnished to the other parties hereto. 

Section 10.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. 

Notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to
the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

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

(b)
 the effects of any Bail-In Action on any such liability, including, if
applicable: 
 (i)
a reduction in full or in part or cancellation of any such liability;


  
 CREDIT AGREEMENT, Page 174 









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

(iii)
 the variation of the terms of such liability in connection with the exercise of the
Write-Down and Conversion Powers of any EEA Resolution Authority. 
 ARTICLE
XI 
 Collection Allocation Mechanism 

Section 11.01 Implementation of CAM. (a) On the CAM Exchange Date, (i) the Commitments shall automatically and without
further act be terminated as provided in Article VIII and (ii) the Lenders shall automatically and without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged interests in
the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in which it shall participate as of such date (including such Lender’s interest in the Specified Obligations of each Loan Party in respect of each
such Credit Facility), such Lender shall hold an interest in every one of the Credit Facilities (including the Specified Obligations of each Loan Party in respect of each such Credit Facility and each LC Reserve Account established pursuant to
Section 11.02 below), whether or not such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof. Each Lender and each Loan Party hereby consents and agrees to the CAM
Exchange, and each Lender agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that acquires a participation in its interests in any Credit Facility. 

(b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each payment received by the Administrative Agent
pursuant to any Loan Document in respect of the Specified Obligations, and each distribution made by the Administrative Agent pursuant to any Security Documents in respect of the Specified Obligations, shall be distributed to the Lenders pro rata in
accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or after the CAM Exchange Date, including by way of setoff, in respect of a Specified Obligation shall be paid over to the Administrative Agent for
distribution to the Lenders in accordance herewith. 
 Section 11.02 Letters of Credit. (a) In the event that on the CAM
Exchange Date any Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by any Borrower or with the proceeds of a Revolving Loan, each Revolving Lender
shall promptly pay over to the Administrative Agent, in immediately available funds and in dollars, an amount equal to such Revolving Lender’s Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of
Credit’s undrawn face amount (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof) or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing
(or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative
Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such amount, as the case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each,
an “LC Reserve Account”) for the amounts received with respect to each such Letter of Credit pursuant to the preceding sentence. The 

  
 CREDIT AGREEMENT, Page 175 








 
Administrative Agent shall deposit in each Revolving Lender’s LC Reserve Account such Lender’s CAM Percentage of the amounts received from the Revolving Lenders as provided above. The
Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c),
(d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect
of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s LC Reserve Account shall be held as a reserve against the LC Exposure, shall be the property of such Lender, shall not constitute
Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of the Parent Borrower or any other Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in
respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05. 

(b) In the event that after the CAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the
Administrative Agent shall, at the request of the Issuing Bank, withdraw from the LC Reserve Account of each Revolving Lender any amounts, up to the amount of such Lender’s CAM Percentage of such drawing (or in the case of any drawing under a
Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent of such drawing), deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the Issuing Bank in satisfaction of the
reimbursement obligations of the Revolving Lenders under Section 2.05(e) (but not of the Parent Borrower and the other Borrowers under Section 2.05(f), respectively). In the event any Revolving Lender shall default on its
obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 11.02, the Issuing Bank shall, in the event of a drawing thereunder, have a claim against such
Revolving Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.05(e), but shall have no claim against any other Lender in respect of such defaulted amount, notwithstanding the exchange of interests in
the reimbursement obligations pursuant to Section 11.01. Each other Lender shall have a claim against such defaulting Revolving Lender for any damages sustained by it as a result of such default, including, in the event
such Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount. 
 (c) In the event that after the
CAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall withdraw from the LC Reserve Account of each Revolving Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such
amount to such Lender. 
 (d) With the prior written approval of the Administrative Agent and the Issuing Bank, any Revolving
Lender may withdraw the amount held in its LC Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Revolving Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a
drawing under such Letter of Credit, to pay over to the Administrative Agent, for the account of the Issuing Bank on demand, its CAM Percentage of such drawing. 

(e) Pending the withdrawal by any Revolving Lender of any amounts from its LC Reserve Account as contemplated by the above
paragraphs, the Administrative Agent will, at the direction of such Lender and subject to such rules as the Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Permitted Investments. Each Revolving Lender
that has not withdrawn its CAM Percentage of amounts in its LC Reserve Account as provided in paragraph (d) above shall have the right, at intervals reasonably specified by the Administrative Agent, to withdraw the earnings on investments so
made by the Administrative Agent with amounts in its LC Reserve Account and to retain such earnings for its own account. 

  
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 [Signature Pages Begin on the Next Page] 

  
 CREDIT AGREEMENT, Page 177 








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

			
	DARLING INTERNATIONAL INC., as Parent Borrower



[See signature pages to
Fourth Amendment] 
  

					
	By:	 	  

		 	Name:
		 	Title:
	
	DARLING INTERNATIONAL NL HOLDINGS B.V., as Dutch Parent Borrower
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:
	
	DARLING INTERNATIONAL CANADA INC., as Canadian Borrower
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:









 
			
	 JPMORGAN CHASE BANK, N.A.,

as Administrative Agent on behalf of the Revolving Lenders and Term A Lenders and as a Lender

		
	By:	 	  

		 	Name:
		 	Title: