Credit Agreement


 Exhibit 10.1 
 $250,000,000.00 REVOLVING CREDIT FACILITY 
 CREDIT AGREEMENT 

by and among 

MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation, 
 THE GUARANTORS PARTY HERETO, 
 THE LENDERS PARTY HERETO, 

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, 
 JPMORGAN CHASE BANK, N.A., as Syndication Agent, 
 and 

PNC CAPITAL MARKETS LLC, as Lead Arranger 
 Dated October 13, 2010 






 TABLE OF CONTENTS 

 

					
	 	  	 	  	Page
	 1
	  	     CERTAIN DEFINITIONS
	  	1
		  	 1.1      CERTAIN DEFINITIONS
	  	1
		  	 1.2      CONSTRUCTION
	  	23
		  	 1.3      ACCOUNTING PRINCIPLES
	  	23
	 2
	  	     REVOLVING CREDIT AND SWING LOAN FACILITIES
	  	24
		  	 2.1      REVOLVING CREDIT AND SWING
LOAN COMMITMENTS
	  	24
		  	 2.1.1        Revolving Credit Loans
	  	24
		  	 2.1.2        Swing Loans
	  	24
		  	 2.2      NATURE OF LENDERS’
OBLIGATIONS WITH RESPECT TO REVOLVING CREDIT LOANS
	  	24
		  	 2.3      COMMITMENT FEES
	  	25
		  	 2.4      [RESERVED]
	  	25
		  	 2.5      REVOLVING CREDIT LOAN
REQUESTS; SWING LOAN REQUESTS
	  	25
		  	 2.5.1        Revolving Credit Loan Requests
	  	25
		  	 2.5.2        Swing Loan Requests
	  	26
		  	 2.6      INCREASE IN REVOLVING
CREDIT COMMITMENTS
	  	26
		  	 2.6.1        Increasing Lenders and New Lenders
	  	26
		  	 2.6.2        Treatment of Outstanding Loans
	  	27
		  	2.7      MAKING REVOLVING CREDIT LOANS AND SWING
LOANS; PRESUMPTIONS BY THE ADMINISTRATIVE AGENT; REPAYMENT OF REVOLVING CREDIT
LOANS; REPAYMENT OF SWING LOANS	  	27
		  	 2.7.1        Making Revolving Credit Loans
	  	27
		  	 2.7.2        Making Swing Loans
	  	28
		  	 2.7.3        Presumptions by the Administrative Agent
	  	28
		  	 2.7.4        Repayment of Revolving Credit Loans
	  	28
		  	 2.8      BORROWINGS TO REPAY SWING
LOANS
	  	29
		  	 2.9      NOTES
	  	29
		  	 2.10    USE OF PROCEEDS
	  	29
		  	 2.11    LETTER OF CREDIT
SUBFACILITY
	  	29
		  	 2.11.1     Issuance of Letters of Credit
	  	29
		  	 2.11.2     Letter of Credit Fees
	  	30
		  	 2.11.3     Disbursements, Reimbursement
	  	31
		  	 2.11.4     Repayment of Participation Advances
	  	32
		  	 2.11.5     Documentation
	  	32
		  	 2.11.6     Determinations to Honor Drawing Requests
	  	33
		  	 2.11.7     Nature of Participation and Reimbursement Obligations
	  	33
		  	 2.11.8     Indemnity
	  	34
		  	 2.11.9     Liability for Acts and Omissions
	  	35
		  	 2.11.10   Issuing Lender Reporting Requirements
	  	36
	 3
	  	     INTEREST RATES
	  	36
		  	 3.1      INTEREST RATE OPTIONS
	  	36
		  	 3.1.1        Revolving Credit Interest Rate Options
	  	37
		  	 3.1.2        Swing Loan Interest Rate
	  	37

  

 i 








					
		  	 3.1.3        Rate Quotations
	  	38
		  	 3.2      INTEREST PERIODS
	  	38
		  	 3.2.1        Amount of Borrowing Tranche
	  	38
		  	 3.2.2        Renewals
	  	38
		  	 3.3      INTEREST AFTER DEFAULT
	  	38
		  	 3.3.1        Interest Rate
	  	38
		  	 3.3.2        Letter of Credit Fees
	  	39
		  	 3.3.3        Other Obligations
	  	39
		  	 3.3.4        Acknowledgment
	  	39
		  	 3.4      LIBOR RATE UNASCERTAINABLE; ILLEGALITY;
INCREASED COSTS; DEPOSITS NOT AVAILABLE
	  	39
		  	 3.4.1        Unascertainable
	  	39
		  	 3.4.2        Illegality; Increased Costs; Deposits Not
Available
	  	39
		  	 3.4.3        Administrative Agent’s and Lender’s
Rights
	  	40
		  	 3.5      SELECTION OF INTEREST RATE
OPTIONS
	  	40
	 4
	  	     PAYMENTS
	  	41
		  	 4.1      PAYMENTS
	  	41
		  	 4.2      PRO RATA TREATMENT OF
LENDERS
	  	41
		  	 4.3      SHARING OF PAYMENTS BY
LENDERS
	  	41
		  	 4.4      PRESUMPTIONS BY ADMINISTRATIVE
AGENT
	  	42
		  	 4.5      INTEREST PAYMENT DATES
	  	43
		  	 4.6      VOLUNTARY PREPAYMENTS
	  	43
		  	 4.6.1        Right to Prepay
	  	43
		  	 4.6.2        Replacement of a Lender
	  	44
		  	 4.7      INCREASED COSTS
	  	45
		  	 4.7.1        Increased Costs Generally
	  	45
		  	 4.7.2        Capital Requirements
	  	45
		  	 4.7.3        Certificates for Reimbursement; Repayment of Outstanding Loans;
Borrowing of New Loans
	  	46
		  	 4.7.4        Delay in Requests
	  	46
		  	 4.8      TAXES
	  	46
		  	 4.8.1        Payments Free of Taxes
	  	46
		  	 4.8.2        Payment of Other Taxes by the Borrower
	  	47
		  	 4.8.3        Indemnification by the Loan Parties
	  	47
		  	 4.8.4        Evidence of Payments
	  	47
		  	 4.8.5        Status of Lenders
	  	47
		  	 4.9      INDEMNITY
	  	48
		  	 4.10    SETTLEMENT DATE PROCEDURES
	  	49
	 5
	  	     REPRESENTATIONS AND WARRANTIES
	  	50
		  	 5.1      REPRESENTATIONS AND
WARRANTIES
	  	50
		  	 5.1.1       Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties;
Event of Default
	  	50
		  	 5.1.2        Subsidiaries and Owners; Investment Companies
	  	50
		  	 5.1.3        Validity and Binding Effect
	  	51
		  	 5.1.4        No Conflict; Material Agreements; Consents
	  	51

  

 ii 








					
		  	 5.1.5        Litigation
	  	51
		  	 5.1.6        Financial Statements
	  	51
		  	 5.1.7        Margin Stock
	  	52
		  	 5.1.8        Full Disclosure
	  	52
		  	 5.1.9        Taxes
	  	52
		  	 5.1.10     Patents, Trademarks, Copyrights, Licenses, Etc.
	  	53
		  	 5.1.11     Insurance
	  	53
		  	 5.1.12     ERISA Compliance
	  	53
		  	 5.1.13     Environmental Matters
	  	54
		  	 5.1.14     Senior Debt Status
	  	54
		  	 5.1.15     Solvency
	  	54
		  	 5.2      UPDATES TO SCHEDULES
	  	54
	 6
	  	     CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
	  	54
		  	 6.1      FIRST LOANS AND LETTERS
OF CREDIT
	  	54
		  	 6.1.1        Deliveries
	  	54
		  	 6.1.2        Payment of Fees
	  	56
		  	 6.2      EACH LOAN OR LETTER
OF CREDIT
	  	57
	 7
	  	     COVENANTS
	  	57
		  	 7.1      AFFIRMATIVE COVENANTS
	  	57
		  	 7.1.1        Preservation of Existence, Etc.
	  	57
		  	 7.1.2        Payment of Liabilities, Including Taxes, Etc.
	  	57
		  	 7.1.3        Maintenance of Insurance
	  	57
		  	 7.1.4        Maintenance of Properties and Leases
	  	58
		  	 7.1.5        Visitation Rights
	  	58
		  	 7.1.6        Keeping of Records and Books of Account
	  	58
		  	 7.1.7        Compliance with Laws; Use of Proceeds
	  	58
		  	 7.1.8        Further Assurances
	  	59
		  	 7.1.9        Anti-Terrorism Laws
	  	59
		  	 7.2      NEGATIVE COVENANTS
	  	59
		  	 7.2.1        Indebtedness
	  	59
		  	 7.2.2        Liens
	  	60
		  	 7.2.3        Guaranties
	  	60
		  	 7.2.4        Loan and Investments
	  	60
		  	 7.2.5        Liquidations, Mergers, Consolidations,
Acquisitions
	  	61
		  	 7.2.6        Dispositions of Assets or Subsidiaries
	  	61
		  	 7.2.7        Affiliate Transactions
	  	62
		  	 7.2.8        Subsidiaries, Partnerships and Joint Ventures
	  	62
		  	 7.2.9        Continuation of or Change in Business
	  	63
		  	 7.2.10     Fiscal Year
	  	63
		  	 7.2.11     Issuance of Stock
	  	63
		  	 7.2.12     Changes in Organizational Documents
	  	63
		  	 7.2.13     [Reserved]
	  	63
		  	 7.2.14     Minimum Fixed Charges Coverage Ratio
	  	63
		  	 7.2.15     Maximum Consolidated Indebtedness
	  	64
		  	 7.2.16     Maximum Leverage Ratio
	  	64

  

 iii 








					
		  	 7.2.17     Negative Pledges
	  	64
		  	 7.2.18     Amendment, Etc. of Indebtedness
	  	64
		  	 7.3      REPORTING REQUIREMENTS
	  	65
		  	 7.3.1        Quarterly Financial Statements
	  	65
		  	 7.3.2        Annual Financial Statements
	  	65
		  	 7.3.3        Certificate of the Borrower
	  	65
		  	 7.3.4        Notices
	  	66
		  	 7.3.5        IFRS Reconciliations
	  	66
	 8
	  	     DEFAULT
	  	67
		  	 8.1      EVENTS OF DEFAULT
	  	67
		  	 8.1.1        Payments Under Loan Documents
	  	67
		  	 8.1.2        Breach of Warranty
	  	67
		  	 8.1.3        Breach of Negative Covenants or Visitation Rights
	  	67
		  	 8.1.4        Breach of Other Covenants
	  	67
		  	 8.1.5        Material Adverse Change
	  	67
		  	 8.1.6        Defaults in Other Agreements or Indebtedness
	  	68
		  	 8.1.7        Final Judgments or Orders
	  	68
		  	 8.1.8        Loan Document Unenforceable
	  	68
		  	 8.1.9        Uninsured Losses; Proceedings Against Assets
	  	68
		  	 8.1.10     Events Relating to Plans and Benefit Arrangements
	  	68
		  	 8.1.11     Change of Control
	  	69
		  	 8.1.12     Relief Proceedings
	  	69
		  	 8.2      CONSEQUENCES OF EVENT OF
DEFAULT
	  	69
		  	 8.2.1        Events of Default Other Than Bankruptcy, Insolvency or Reorganization
Proceedings
	  	69
		  	 8.2.2        Bankruptcy, Insolvency or Reorganization
Proceedings
	  	69
		  	 8.2.3        Set-off
	  	70
		  	 8.2.4        Suits, Actions, Proceedings
	  	70
		  	 8.2.5        Application of Proceeds
	  	70
	 9
	  	     THE ADMINISTRATIVE AGENT
	  	71
		  	 9.1      APPOINTMENT AND AUTHORITY
	  	71
		  	 9.2      RIGHTS AS A
LENDER
	  	71
		  	 9.3      EXCULPATORY PROVISIONS
	  	71
		  	 9.4      RELIANCE BY ADMINISTRATIVE
AGENT
	  	72
		  	 9.5      DELEGATION OF DUTIES
	  	73
		  	 9.6      RESIGNATION OF ADMINISTRATIVE
AGENT
	  	73
		  	 9.7      NON-RELIANCE ON
ADMINISTRATIVE AGENT AND OTHER LENDERS
	  	74
		  	 9.8      NO OTHER DUTIES,
ETC.
	  	74
		  	 9.9      ADMINISTRATIVE AGENT’S
FEE
	  	74
		  	 9.10    AUTHORIZATION TO RELEASE
GUARANTORS
	  	74
		  	 9.11    NO RELIANCE ON ADMINISTRATIVE
AGENT’S CUSTOMER IDENTIFICATION PROGRAM
	  	75
	 10
	  	     MISCELLANEOUS
	  	75
		  	 10.1    MODIFICATIONS, AMENDMENTS OR
WAIVERS
	  	75
		  	 10.1.1     Increase of Commitment
	  	75

  

 iv 








					
		  	 10.1.2     Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of
Payment
	  	75
		  	 10.1.3     Release of Guarantor
	  	75
		  	 10.1.4     Miscellaneous
	  	76
		  	 10.2     NO IMPLIED WAIVERS; CUMULATIVE
REMEDIES
	  	76
		  	 10.3     EXPENSES; INDEMNITY; DAMAGE
WAIVER
	  	76
		  	 10.3.1     Costs and Expenses
	  	76
		  	 10.3.2     Indemnification by the Borrower
	  	77
		  	 10.3.3     Reimbursement by Lenders
	  	77
		  	 10.3.4     Waiver of Consequential Damages, Etc.
	  	78
		  	 10.3.5     Payments
	  	78
		  	 10.4     HOLIDAYS
	  	78
		  	 10.5     NOTICES; EFFECTIVENESS; ELECTRONIC
COMMUNICATION
	  	78
		  	 10.5.1     Notices Generally
	  	78
		  	 10.5.2     Electronic Communications
	  	79
		  	 10.5.3     Change of Address, Etc.
	  	79
		  	 10.6     SEVERABILITY
	  	79
		  	 10.7     DURATION; SURVIVAL
	  	79
		  	 10.8     SUCCESSORS AND ASSIGNS
	  	80
		  	 10.8.1     Successors and Assigns Generally
	  	80
		  	 10.8.2     Assignments by Lenders
	  	80
		  	 10.8.3     Register
	  	82
		  	 10.8.4     Participations
	  	82
		  	 10.8.5     Limitations upon Participant Rights Successors and Assigns
Generally
	  	83
		  	 10.8.6     Certain Pledges; Successors and Assigns Generally
	  	83
		  	 10.9     CONFIDENTIALITY
	  	83
		  	 10.9.1     General
	  	83
		  	 10.9.2     Sharing Information With Affiliates of the Lenders
	  	84
		  	 10.10   COUNTERPARTS; INTEGRATION; EFFECTIVENESS
	  	84
		  	 10.10.1   Counterparts; Integration; Effectiveness
	  	84
		  	10.11   CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL	  	84
		  	 10.11.1   Governing Law
	  	84
		  	 10.11.2   SUBMISSION TO JURISDICTION
	  	85
		  	 10.11.3   WAIVER OF VENUE
	  	85
		  	 10.11.4   SERVICE OF PROCESS
	  	85
		  	 10.11.5   WAIVER OF JURY TRIAL
	  	86
		  	 10.12   USA PATRIOT ACT NOTICE
	  	86
		  	 10.13   JOINDER OF GUARANTORS
	  	86

  

 v 







 LIST OF SCHEDULES AND EXHIBITS 

SCHEDULES 
  

					
	SCHEDULE 1.1(A)	  	-	  	PRICING GRID
	SCHEDULE 1.1(B)	  	-	  	COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
	SCHEDULE 1.1(E)	  	-	  	EXISTING LETTERS OF CREDIT
	SCHEDULE 1.1 (P)(1)	  	-	  	PERMITTED INVESTMENTS
	SCHEDULE 1.1(P)(2)	  	-	  	PERMITTED LIENS
	SCHEDULE 1.1(S)	  	-	  	EXCLUDED SUBSIDIARIES
	SCHEDULE 5.1.1	  	-	  	QUALIFICATIONS TO DO BUSINESS
	SCHEDULE 5.1.2	  	-	  	SUBSIDIARIES
	SCHEDULE 5.1.5	  	-	  	LITIGATION
	SCHEDULE 5.1.12	  	-	  	ERISA COMPLIANCE
	SCHEDULE 5.1.13	  	-	  	ENVIRONMENTAL DISCLOSURES
	SCHEDULE 7.2.1	  	-	  	PERMITTED INDEBTEDNESS
	SCHEDULE 7.2.3	  	-	  	EXISTING GUARANTIES
	
	EXHIBITS
			
	EXHIBIT 1.1(A)	  	-	  	ASSIGNMENT AND ASSUMPTION AGREEMENT
	EXHIBIT 1.1(G)	  	-	  	GUARANTY AND SURETYSHIP AGREEMENT
	EXHIBIT 1.1(I)	  	-	  	INTERCOMPANY SUBORDINATION AGREEMENT
	EXHIBIT 1.1(N)(1)	  	-	  	REVOLVING CREDIT NOTE
	EXHIBIT 1.1(N)(2)	  	-	  	SWING LOAN NOTE
	EXHIBIT 2.5.1	  	-	  	REVOLVING CREDIT LOAN REQUEST
	EXHIBIT 2.5.2	  	-	  	SWING LOAN REQUEST
	EXHIBIT 7.3.3	  	-	  	QUARTERLY COMPLIANCE CERTIFICATE

  

 vi 







 CREDIT AGREEMENT 

THIS CREDIT AGREEMENT is dated October 13, 2010 and is made by and among MINE SAFETY APPLIANCES COMPANY, a Pennsylvania corporation
(the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (as hereinafter
defined) (hereinafter referred to in such capacity as the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., in its capacity as syndication agent for the Lenders under this Agreement (hereinafter referred to in such capacity as
the “Syndication Agent”). 
 The Borrower has requested the Lenders to provide a revolving credit facility
(including a letter of credit subfacility) to the Borrower in an aggregate principal amount, subject to Section 2.6 [Increase in Revolving Credit Commitments], not to exceed Two Hundred Fifty Million and 00/100 Dollars ($250,000,000.00). In
consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows: 
 1        CERTAIN DEFINITIONS 
  

	 	1.1	Certain Definitions. 

 In
addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise: 

2000 Note Purchase Agreement shall mean that certain Note Purchase Agreement ($40,000,000.00 8.39% Senior Notes Due
August 29, 2012), dated as of August 29, 2000, made by the Borrower for the benefit of the Purchasers (as defined therein) party thereto from time to time, as the same may be amended, modified or supplemented from time to time. 

2006 Note Purchase Agreement shall mean that certain Note Purchase Agreement ($60,000,000.00 5.41% Senior Notes Due
December 20, 2021), dated as of December 20, 2006, made by the Borrower for the benefit of the Purchasers (as defined therein) party thereto from time to time, as the same may be amended, modified or supplemented from time to time.

 2010 Note Purchase Agreement shall mean that certain Note Purchase and Private Shelf Agreement ($100,000,000.00 4.00%
Series A Senior Notes Due October 13, 2021; $50,000,000 Private Shelf Facility), dated as of October 13, 2010, made by the Borrower for the benefit of the Purchasers (as defined therein) party thereto from time to time, as the same may be
increased in accordance with any commitment increase or other “accordion” provisions contained therein or otherwise amended, modified or supplemented from time to time. 

2010 Note Purchase Agreement Guarantees shall mean, collectively, each Note Guarantee (as defined in the 2010 Note Purchase
Agreement). 






 Administrative Agent shall have the meaning specified in the preamble of this
agreement and shall include its successors and assigns. 
 Administrative Agent’s Fee shall have the meaning
specified in Section 9.9 [Administrative Agent’s Fee]. 
 Administrative Agent’s Letter shall have the
meaning specified in Section 9.9 [Administrative Agent’s Fee]. 
 Affiliate as to any Person, any other Person
(i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds five percent (5%) or more of any class of the voting or other equity interests of such
Person, or (iii) five percent (5%) or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. 

Agreement shall mean this Credit Agreement, as the same may be amended, supplemented, modified or restated from time to time,
including all schedules and exhibits. 
 Alternate Source shall have the meaning specified in the definition of LIBOR
Rate. 
 Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering, including Executive Order
No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Laws may from time to
time be amended, renewed, extended, or replaced). 
 Applicable Commitment Fee Rate shall mean the percentage rate per
annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Commitment Fee.” 
 Applicable Letter of Credit Fee Rate shall mean the percentage rate per annum based on the Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading
“Letter of Credit Fee.” 
 Applicable Margin shall mean, as applicable: 

(A) the percentage spread to be added to the Base Rate applicable to Revolving Credit Loans under the Base Rate Option based on the
Leverage Ratio then in effect according to the pricing grid on Schedule 1.1(A) below the heading “Revolving Credit Base Rate Spread,” or 
 (B) the percentage spread to be added to the LIBOR Rate applicable to Revolving Credit Loans under the LIBOR Rate Option based on the Leverage Ratio then in effect according to the pricing grid on
Schedule 1.1(A) below the heading “Revolving Credit LIBOR Rate Spread.” 
  

 2 







 Approved Fund shall mean any fund that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course of 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 Disposition shall mean any Transfer except (a) any Transfer from a
Subsidiary to the Borrower or from the Borrower to a Subsidiary, so long as immediately before and immediately after the consummation of any such Transfer and after giving effect thereto, no Event of Default or Potential Default exists and
(b) any Transfer made in the ordinary course of business and involving only property that is either (i) inventory held for sale or (ii) equipment, fixtures, supplies or materials no longer required in the operation of the business of
the Borrower or any of its Subsidiaries or that are obsolete. 
 Assignment and Assumption Agreement shall mean an
assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 10.8 [Successors and Assigns], in substantially the form of Exhibit 1.1(A). 

Authorized Officer shall mean, with respect to any Loan Party, the Chief Executive Officer, President or Chief Financial Officer
of such Loan Party or such other individuals, designated by written notice to the Administrative Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may
amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent. 

Base Rate shall mean, for any day, a fluctuating per annum rate of interest equal to the highest of (i) the Prime Rate,
(ii) the Federal Funds Open Rate, plus one half of one percent (0.5%) and (iii) the Daily Libor Rate plus one percent (1.00%). Any change in the Base Rate (or any component thereof) shall take effect at the opening of business on
the day such change occurs. 
 Base Rate Option shall mean the option of the Borrower to have Loans bear interest at the
rate and under the terms set forth in Section 3.1.1(i) [Revolving Credit Base Rate Option]. 
 Borrower shall have
the meaning specified in the preamble of this Agreement. 
 Borrowing Date shall mean, with respect to any Loan, the date
for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day. 
 Borrowing Tranche shall mean specified portions of Loans outstanding as follows: (i) any Loans to which a LIBOR Rate Option applies which become subject to the same Interest Rate Option under
the same Loan Request by the Borrower and which have the same Interest Period shall constitute one Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies shall constitute one Borrowing Tranche. 

Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or
required to be closed for business in 
  

 3 







 
Pittsburgh, Pennsylvania and if the applicable Business Day relates to any Loan to which the LIBOR Rate Option applies, such day must also be a day on which dealings are carried on in the London
interbank market. 
 Capital Lease shall mean, at any time, a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP. 
 Capital
Lease Obligation shall mean, with respect to any Person and a Capital Lease, the amount of the obligation of such Person as the lessee under such Capital Lease which would, in accordance with GAAP, appear as a liability on a balance sheet of
such Person. 
 Change in Law shall mean the occurrence, after the date of this Agreement, of any of the following:
(a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation or application thereof by any Official Body or (c) the making or issuance of any request, guideline or directive (whether
or not having the force of Law) by any Official Body. 
 Closing Date shall mean October 13, 2010 or such other date
as may be agreed to by the parties hereto. 
 Code shall mean the Internal Revenue Code of 1986, as the same may be
amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect. 
 Commitment shall mean as to any Lender the aggregate of its Revolving Credit Commitment and, in the case of PNC, the aggregate of its Revolving Credit Commitment and its Swing Loan Commitment, and
Commitments shall mean the aggregate of the Revolving Credit Commitments and Swing Loan Commitment of all of the Lenders. 
 Commitment Fee shall have the meaning specified in Section 2.3 [Commitment Fees]. 
 Compliance Certificate shall have the meaning specified in Section 7.3.3 [Certificate of the Borrower]. 
 Consolidated Capitalization shall mean, at any time, the sum of (a) Consolidated Indebtedness, plus (b) Consolidated Net Worth, in each case determined at such time. 

Consolidated EBITDA shall mean, for any period of determination, (i) the sum of Consolidated Net Income, depreciation,
amortization, other non-cash charges, non-cash expenses, or non-cash losses to net income (provided, however, that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or losses shall be subtracted
from Consolidated Net Income in calculating Consolidated EBITDA in the period when such payments are made), Interest Charges and income tax expense, plus (ii) GM Acquisition related non-recurring transaction costs expensed (in accordance
with GAAP) in an amount not to exceed Six Million and 00/100 Dollars ($6,000,000.00), plus (iii) restructuring costs incurred through December 31, 2010 in a amount not to exceed Fifteen Million and 00/100

  

 4 







 
Dollars ($15,000,000.00), plus (iv) the amount of one time retention bonuses related to the GM Acquisition and paid within three (3) months after the Closing Date not to exceed
One Million and 00/100 Dollars ($1,000,000.00) minus (v) non-cash credits or non-cash gains to net income, in each case of the Borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP. For
purposes of determining Consolidated EBITDA, items related to Joint Ventures shall be excluded, except that cash dividends paid by any Joint Venture to the Borrower or a wholly-owned Subsidiary of the Borrower shall be included in Consolidated
EBITDA. For purposes of calculating Consolidated EBITDA, (a) with respect to a business acquired by the Loan Parties pursuant to a Permitted Acquisition, Consolidated EBITDA shall be calculated on a pro forma basis, using historical numbers, in
accordance with GAAP as if the Permitted Acquisition had been consummated at the beginning of such period, and (b) with respect to a business liquidated, sold or disposed of by the Loan Parties pursuant to Section 7.2.5 [Liquidations,
Mergers, Consolidations and Acquisitions] or Section 7.2.6 [Dispositions of Assets or Subsidiaries], Consolidated EBITDA shall be calculated on a pro forma basis, using historical numbers, in accordance with GAAP as if such liquidation, sale or
disposition had been consummated at the beginning of such period. In addition, with respect to the GM Acquisition, for purposes of calculating Consolidated EBITDA through the end of the four (4) consecutive fiscal quarters following the Closing
Date, Consolidated EBITDA shall be calculated based on pro-rating Twenty Four Million Seven Hundred Twenty Three Thousand and 00/100 Dollars ($24,723,000.00) at a quarterly amount of Six Million One Hundred Eighty Thousand Seven Hundred Fifty and
00/100 Dollars ($6,180,750.00). 
 Consolidated Funded Indebtedness shall mean, for any period of determination, the
principal balance of the Loans and all obligations of the Borrower and its Subsidiaries for borrowed money (including, without limitation, capitalized leases, plus (without duplication) contingent liabilities related to letters of credit and
guaranties of the Borrower and its Subsidiaries, in each case determined and consolidated for the Borrower and its Subsidiaries in accordance with GAAP. 
 Consolidated Income Available for Fixed Charges shall mean, for any period of determination, Consolidated Net Income for such period plus all amounts deducted in the computation thereof on account
of (a) Fixed Charges and (b) taxes imposed on or measured by income or excess profits, in each case determined and consolidated for the Borrower and its Subsidiaries in accordance with GAAP. 

Consolidated Indebtedness shall mean, at any time, the Indebtedness of the Borrower and its Subsidiaries, in each case determined
and consolidated for the Borrower and its Subsidiaries in accordance with GAAP. 
 Consolidated Net Income shall mean,
with respect to any period of determination, the net income (or loss) of the Borrower and its Subsidiaries for such period (taken as a cumulative whole), as determined and consolidated for the Borrower and its Subsidiaries in accordance with GAAP,
after eliminating all offsetting debits and credits between the Borrower and its Subsidiaries and all other items required to be eliminated in the course of preparation of consolidated financial statements of the Borrower and its Subsidiaries in
accordance with GAAP. 
  

 5 







 Consolidated Net Worth shall mean, at any time, (a) the sum of (i) the par
value (or value stated on the books of the corporation) of the capital stock (but excluding treasury stock and capital stock subscribed and unissued) of the Borrower and its Subsidiaries plus (ii) the amount of paid-in capital and
retained earnings of the Borrower and its Subsidiaries, in each case as determined and consolidated as of such time for the Borrower and its Subsidiaries in accordance with GAAP, minus (b) to the extent included in clause (a) above,
all amounts properly attributable to minority interests, if any, in the stock and surplus of the Borrower’s Subsidiaries. 

Consolidated Total Assets shall mean, at any time, the total amount of assets (less properly deductible reserves), which under
GAAP appear on a consolidated balance sheet of the Borrower and its Subsidiaries, in each case determined and consolidated for the Borrower and its Subsidiaries in accordance with GAAP. 

Currency Agreement shall mean any foreign exchange contract, currency swap agreement or other similar agreement or arrangement,
among the Borrower or any of its Subsidiaries, on the one hand, and one or more financial institutions, on the other hand, designed to protect the Borrower or any of its Subsidiaries against fluctuations in currency values. 

Daily Libor Rate shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the
Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day. 
 Defaulting Lender
shall mean any Lender that (a) has failed to fund any portion of the Loans, participations with respect to Letters of Credit, or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the
date required to be funded by it hereunder unless such failure has been cured and all interest accruing as a result of such failure has been fully paid in accordance with the terms hereof, (b) has otherwise failed to pay over the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured and all interest accruing as a result of
such failure has been fully paid in accordance with the terms hereof, (c) has failed at any time to comply with the provisions of Section 4.3 with respect to purchasing participations from the other Lenders, whereby such Lender’s
share of any payment received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Lenders, or (d) has, since the date of this Agreement, been deemed insolvent by an Official Body or
become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding, or has a parent company that has, since the date of this Agreement, been deemed insolvent by an Official Body or become the subject of a bankruptcy,
receivership, conservatorship or insolvency proceeding. 
 Disposition Value shall mean, at any time, with respect to any
property, (a) in the case of property that does not constitute Equity Interests, the book value thereof, and (b) in the case of property that constitutes Equity Interests, an amount equal to that percentage of the book value of the assets
of the Subsidiary that issued such Equity Interests as is equal to the percentage that the book value of all of the outstanding Equity Interests of such Subsidiary determined at the time of the disposition thereof, in good faith by the Borrower.

  

 6 







 Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the
United States of America. 
 Drawing Date shall have the meaning specified in Section 2.11.3 [Disbursements,
Reimbursement]. 
 Environmental Laws shall mean all applicable federal, state, local, tribal, territorial and foreign
Laws (including common law), constitutions, statutes, treaties, regulations, rules, ordinances and codes and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or entered into with an Official
Body pertaining or relating to: (i) pollution or pollution control; (ii) protection of human health from exposure to regulated substances; or the environment; (iii) protection of the environment and/or natural resources; employee
safety in the workplace; (iv) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, packaging, sale, transport, storage, collection, distribution, disposal or
release or threat of release of regulated substances; (v) the presence of contamination; (vi) the protection of endangered or threatened species; and (vii) the protection of environmentally sensitive areas. 

Equity Interests shall mean any and all shares of capital stock, partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interests. 

ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to
time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect. 

ERISA Affiliate shall mean, at any time, any trade or business (whether or not incorporated) under common control with the
Borrower and are treated as a single employer under Section 414 of the Code. 
 ERISA Event shall mean (a) a
reportable event (under Section 4043 of ERISA and regulations thereunder) with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year
in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower
or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate. 
  

 7 







 ERISA Group shall mean, at any time, the Borrower and all members of a controlled
group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of the Code. 

Event of Default shall mean any of the events described in Section 8.1 [Events of Default] and referred to therein as an
“Event of Default.” 
 Excess Interest shall have the meaning assigned to that term in Section 3.1
[Interest Rate Options]. 
 Excluded Subsidiaries shall mean Subsidiaries listed on Schedule 1.1(S). The
Excluded Subsidiaries are not required to join this Agreement as Guarantors. 
 Excluded Taxes shall mean, with respect
to the Administrative Agent, any Lender, the Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, 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 the Borrower is located and (c) in the
case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s
failure or inability (other than as a result of a Change in Law) to comply with Section 4.8.5 [Status of Lenders], except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 4.8.1 [Payments Free of Taxes]. 
 Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed,
extended, amended or replaced. 
 Existing Credit Agreement shall mean that certain Credit Agreement, dated
April 15, 2009, by and among the Borrower, the guarantors party thereto, the lenders party thereto and PNC in its capacity as administrative agent for the lenders party thereto, as amended, modified or supplemented from time to time.

 Existing Letters of Credit shall mean all letters of credit set forth on Schedule 1.1(E) which were issued by
PNC or JP Morgan Chase Bank, N.A., under the Existing Credit Agreement prior to the date hereof upon the application of a Loan Party and are outstanding on the Closing Date. 
 Expiration Date shall mean, with respect to the Revolving Credit Commitments, October 13, 2015. 
  

 8 







 Fair Market Value shall mean, at any time and with respect to any property, the sale
value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell). 

Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and
rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the
previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds
Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds
Effective Rate for the last day on which such rate was announced. 
 Federal Funds Open Rate for any day shall mean the
rate per annum (based on a year of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for that day opposite the caption
“OPEN” (or on such other substitute Bloomberg Screen that displays such rate), or as set forth on such other recognized electronic source used for the purpose of displaying such rate as selected by the Administrative Agent (for purposes of
this definition, an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time, for any reason, no longer exist a
Bloomberg Screen BTMM (or any substitute screen) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest error); provided however, that if
such day is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on the immediately preceding Business Day. If and when the Federal Funds Open Rate changes, the rate of interest with respect to any advance
to which the Federal Funds Open Rate applies will change automatically without notice to the Borrower, effective on the date of any such change. 
 Fixed Charges shall mean, for any period of determination, the sum of (a) Interest Charges for such period, plus (b) Lease Rentals for such period. 

Fixed Charges Coverage Ratio shall mean, for any period of determination, the ratio of (a) Consolidated Income Available for
Fixed Charges, to (b) Fixed Charges. 
 Foreign Lender shall mean any Lender that is organized under the Laws of a
jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

 Foreign Subsidiary shall mean any Subsidiary of the Borrower that is not organized under the Laws of the United States
of America or any state thereof. 
  

 9 







 GAAP shall mean either, (i) generally accepted accounting principles as are in
effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts; or (ii) at the election of the Borrower effective as of the end
of any applicable fiscal quarter upon written notice to the Administrative Agent, IFRS; provided that the Borrower may only make one such election during the term of this Agreement. 

GM Acquisition shall mean: (i) the purchase by Newco of all or substantially all of the assets of General Monitors, Inc., a
Nevada corporation, pursuant to that certain Asset Purchase Agreement, dated September 7, 2010, by and among the Borrower, Newco, General Monitors, Inc., a Nevada corporation, the Stockholders (as defined therein) and Joseph A. Sperske (as the
Sellers’ Representative); (ii) the purchase by the Borrower of all or substantially all of the equity interests in GMT pursuant to that certain Equity Purchase Agreement, dated September 7, 2010, by and among the Borrower, GMT, the
GMT Members (as defined therein) and Joseph A. Sperske (as the GMT Members’ Representative); and (iii) the purchase by Mine Safety Fifty Ireland Limited, a company incorporated under the laws of Ireland, of all or substantially all of the
equity interests in General Monitors Ireland Ltd., a company incorporated under the laws of Ireland, pursuant to that certain Share Purchase Agreement, dated September 7, 2010, by and among the Borrower, Mine Safety Fifty Ireland Limited, a
company incorporated under the laws of Ireland, General Monitors Ireland Ltd., a company incorporated under the laws of Ireland, Raybeam Limited, a company incorporated under the laws of Ireland, the Edwards QSST Trust I, the Edwards QSST Trust II,
the Edwards QSST Trust III, Denis Connolly, an individual and Cecil Lenihan, an individual. 
 GMT shall mean General
Monitors Transnational, LLC, a Nevada limited liability company. 
 Guarantor shall mean separately, and
Guarantors shall mean collectively, GMT, Newco and each other Person which joins this Agreement as a Guarantor after the date hereof. 
 Guarantor Joinder shall mean a joinder by a Person as a Guarantor under the Loan Documents in form and content satisfactory to the Administrative Agent. 

Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation
of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except
endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business. 
 Guaranty
Agreement or Guaranty Agreements shall mean, singularly or collectively, as the context may require, any Guaranty and Suretyship Agreement executed and delivered by any Person to the Administrative Agent for the benefit of the Lenders on
or after the date hereof, substantially in the form of Exhibit 1.1(G), each as amended, modified or supplemented from time to time. 
  

 10 







 IFRS shall mean the body of pronouncements issued by the International Accounting
Standards Board (IASB), including International Financial Reporting Standards and interpretations approved by the IASB, International Accounting Standards and Standing Interpretations Committee interpretations approved by the predecessor
International Accounting Standards Committee and adapted for use in the European Union. 
 Increasing Lender shall have
the meaning specified in Section 2.6.1 [Increasing Lenders and New Lenders]. 
 Indebtedness shall mean, as to any
Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of:
(i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, currency swap agreement,
interest rate swap, cap, collar or floor agreement or other interest rate management device, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial
effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory
note or other evidence of indebtedness and which are not more than thirty (30) days past due), or (v) any Guaranty of Indebtedness for borrowed money. 
 Indemnified Taxes shall mean Taxes other than Excluded Taxes. 

Indemnitee shall have the meaning specified in Section 10.3.2 [Indemnification by the Borrower]. 

Information shall mean all information received from the Loan Parties or any of their Subsidiaries relating to the Loan Parties or
any of such Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a non-confidential basis prior to disclosure by the Loan Parties or
any of their Subsidiaries, provided that, in the case of information received from the Loan Parties or any of their Subsidiaries after the date of this Agreement, such information is clearly identified at the time of delivery as confidential.

 Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to
such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition,
marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law. 
  

 11 







 Intellectual Property shall have the meaning specified in Section 5.1.10
[Patents, Trademarks, Copyrights, Licenses, Etc.]. 
 Intercompany Subordination Agreement shall mean a Subordination
Agreement among the Loan Parties, substantially in the form of Exhibit 1.1(I). 
 Interest Charges shall mean, for
any period of determination, the sum (without duplication) of the following (in each case, eliminating all offsetting debits and credits between the Borrower and its Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Borrower and its Subsidiaries in accordance with GAAP): (a) all interest in respect of Indebtedness of the Borrower and its Subsidiaries (including imputed interest on Capital Lease
Obligations) deducted in determining Consolidated Net Income for such period, together with all interest capitalized or deferred during such period and not deducted in determining Consolidated Net Income for such period, and (b) all debt
discount and expense amortized or required to be amortized in the determination of Consolidated Net Income for such period. 

Interest Period shall mean the period of time selected by the Borrower in connection with (and to apply to) any election permitted
hereunder by the Borrower to have Revolving Credit Loans bear interest under the LIBOR Rate Option. Subject to the last sentence of this definition, such period shall be one, two, three, six (and nine or twelve if such periods are available to all
Lenders at substantially the same cost to each Lender) Months. Such Interest Period shall commence on the effective date of such Interest Rate Option, which shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or
(ii) the date of renewal of or conversion to the LIBOR Rate Option if the Borrower is renewing or converting to the LIBOR Rate Option applicable to outstanding Loans. Notwithstanding the second sentence hereof: (A) any Interest Period
which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding
Business Day, and (B) the Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the Expiration Date. 
 Interest Rate Hedge shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements entered into by the Loan Parties or their
Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower, the Guarantors and/or their Subsidiaries of increasing floating rates of interest applicable to Indebtedness. 

Interest Rate Option shall mean any LIBOR Rate Option or Base Rate Option. 

IRS shall mean the Internal Revenue Service. 
 Issuing Lender means PNC, in its individual capacity as issuer of Letters of Credit hereunder, and any other Lender that Borrower, Administrative Agent and such other Lender may agree may from time
to time issue Letters of Credit hereunder. 
  

 12 







 Joint Venture shall mean a corporation, partnership, limited liability company or
other entities (excluding any Subsidiary) in which any Person other than the Loan Parties and their Subsidiaries holds, directly or indirectly, an equity interest. 
 Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization
or approval, lien or award of or settlement agreement with any Official Body. 
 Lease Rentals shall mean, for any period
of determination, the sum of the minimum amount of rental and other obligations required to be paid during such period by the Borrower or any of its Subsidiaries as lessee under all leases of real or personal property (other than Capital Leases),
excluding any amounts required to be paid by the lessee (whether or not therein designated as rental or additional rental) (a) which are on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges, or (b) which are based on profits, revenues or sales realized by the lessee from the leased property or otherwise based on the performance of the lessee. 
 Lender Provided Interest Rate Hedge shall mean an Interest Rate Hedge which is provided by any Lender or its Affiliate and with respect to which the Administrative Agent confirms: (i) is
documented in a standard International Swap Dealer Association Agreement and (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner. 

Lenders shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as
permitted hereunder, each of which is referred to herein as a Lender. 
 Letter of Credit shall have the meaning
specified in Section 2.11.1 [Issuance of Letters of Credit]. 
 Letter of Credit Borrowing shall have the meaning
specified in Section 2.11.3.3 [Disbursements, Reimbursement]. 
 Letter of Credit Fee shall have the meaning
specified in Section 2.11.2 [Letter of Credit Fees]. 
 Letter of Credit Obligation shall mean, as of any date of
determination, the aggregate amount available to be drawn under all outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently
give effect to any such future increase) plus the aggregate Reimbursement Obligations and Letter of Credit Borrowings on such date. 
 Letter of Credit Sublimit shall have the meaning specified in Section 2.11.1 [Letter of Credit Subfacility]. 
 Leverage Ratio shall mean, as of the end of any date of determination, the ratio of (A) Consolidated Funded Indebtedness of the Borrower and its Subsidiaries on such date to (B)

  

 13 







 
Consolidated EBITDA (i) for the period equal to the four (4) consecutive fiscal quarters then ending if such date is a fiscal quarter end or (ii) for the period equal to the four
(4) consecutive fiscal quarters most recently ended if such date is not a fiscal quarter end. 
 LIBOR Rate shall
mean, with respect to the Loans comprising any Borrowing Tranche to which the LIBOR Rate Option applies for any Interest Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards,
if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at which US dollar deposits are offered by leading banks in the
London interbank deposit market), or the rate which is quoted by another source selected by the Administrative Agent which has been approved by the British Bankers’ Association as an authorized information vendor for the purpose of displaying
rates at which US dollar deposits are offered by leading banks in the London interbank deposit market (for purposes of this definition, an “Alternate Source”), at approximately 11:00 a.m., London time, two (2) Business Days prior to
the commencement of such Interest Period as the London interbank offered rate for U.S. Dollars for an amount comparable to such Borrowing Tranche and having a borrowing date and a maturity comparable to such Interest Period (or if there shall at any
time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute page) or any Alternate Source, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive absent manifest
error)), by (ii) a number equal to 1.00 minus the LIBOR Reserve Percentage. LIBOR may also be expressed by the following formula: 
  

					
	LIBOR Rate =	  	 London interbank offered rates quoted by Bloomberg or

appropriate successor as shown on Bloomberg Page BBAM1
	  	
	  	  
 1.00 - LIBOR Reserve Percentage
	  	

 The LIBOR Rate shall be adjusted with respect to any Loan to which the LIBOR Rate Option applies
that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective date. The Administrative Agent shall give prompt notice to the Borrower of the LIBOR Rate as determined or adjusted in accordance herewith,
which determination shall be conclusive absent manifest error. 
 LIBOR Rate Option shall mean the option of the Borrower
to have Loans bear interest at the rate and under the terms set forth in Section 3.1.1(ii) [Revolving Credit LIBOR Rate Option]. 
 LIBOR Reserve Percentage shall mean as of any day the maximum percentage in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for
determining the reserve requirements (including supplemental, marginal and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”). 

Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement
of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any 
  

 14 







 
assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other
encumbrance is created or exists at the time of the filing). 
 Loan Documents shall mean this Agreement, the
Administrative Agent’s Letter, the Guaranty Agreements, the Intercompany Subordination Agreement, the Notes, the Letters of Credit and any other instruments, certificates or documents delivered in connection herewith or therewith, as the same
may be amended, modified or supplemented from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents. 
 Loan Parties shall collectively mean the Borrower and the Guarantors and Loan Party shall mean the Borrower or any Guarantor. 

Loan Request shall mean either a Revolving Credit Loan Request or a Swing Loan Request. 

Loans shall mean collectively and Loan shall mean separately all Revolving Credit Loans and Swing Loans or any Revolving
Credit Loan or Swing Loan, respectively. 
 Material Adverse Change shall mean any set of circumstances or events which
(a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be expected to be material and adverse to
the business, properties, assets, financial condition, results of operations or prospects of the Loan Parties taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Loan Parties taken as
a whole to duly and punctually pay or perform any of the Obligations, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Administrative Agent or any of the Lenders, to the extent permitted, to
enforce their legal remedies pursuant to this Agreement or any other Loan Document. 
 Month, with respect to an Interest
Period under the LIBOR Rate Option, shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any LIBOR Rate Interest Period begins on a day of a calendar month for
which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month. 

Multiemployer Plan shall mean any employee benefit plan which is a “multiemployer plan” within the meaning of
Section 4001(a)(3) of ERISA and to which the Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five Plan years, has made or had an obligation to make such
contributions. 
 Newco shall mean Fifty Acquisition Corp., a Nevada corporation. 

Newco Name Change shall mean the change of Newco’s name from “Fifty Acquisition Corp.” to “General Monitors,
Inc.” (or a name substantially similar thereto, provided that the Borrower gives written notice of such substantially similar name to the Administrative Agent prior to the date of such name change) pursuant to the Newco Name Change Certificate.

  

 15 







 Newco Name Change Certificate shall mean the Certificate of Amendment, changing
Newco’s name from “Fifty Acquisition Corp.” to “General Monitors, Inc.” (or a name substantially similar thereto, provided that the Borrower gives written notice of such substantially similar name to the Administrative Agent
prior to the date of the filing of such Certificate of Amendment). 
 New Lender shall have the meaning specified in
Section 2.6.1 [Increasing Lenders and New Lenders]. 
 Non-Consenting Lender shall have the meaning specified in
Section 10.1 [Modifications, Amendments or Waivers]. 
 Note Purchase Agreements shall mean, collectively, the
(i) 2000 Note Purchase Agreement, (ii) 2006 Note Purchase Agreement and (iii) 2010 Note Purchase Agreement. 

Notes shall mean, collectively, the Notes in the form of Exhibit 1.1(N)(1) evidencing the Revolving Credit Loans and in the
form of Exhibit 1.1(N)(2) evidencing the Swing Loans. 
 Obligation shall mean any obligation or liability of any
of the Loan Parties, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with (i) this Agreement, the Notes, the Letters of
Credit, the Administrative Agent’s Letter or any other Loan Document whether to the Administrative Agent, any of the Lenders or their Affiliates or other persons provided for under such Loan Documents, (ii) any Lender Provided Interest
Rate Hedge and (iii) any Other Lender Provided Financial Service Product. 
 Official Body shall mean the government
of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

Other Lender Provided Financial Service Product shall mean agreements or other arrangements under which any Lender or Affiliate of
a Lender provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash
management, including controlled disbursement, accounts or services, or (g) foreign currency exchange. 
 Other
Taxes shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. 
  

 16 







 Participant has the meaning specified in Section 10.8.4 [Participations].

 Participation Advance shall have the meaning specified in Section 2.11.3.3 [Disbursements, Reimbursement].

 Payment Date shall mean the first day of each July, October, January and April after the date hereof and on the
Expiration Date or upon acceleration of the Notes. 
 Payment In Full shall mean the indefeasible payment in full in cash
of the Loans and other Obligations hereunder, termination of the Commitments and expiration or termination of all Letters of Credit. 
 PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. 

Pension Plan shall mean any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times during the immediately preceding five plan years. 
 Permitted Acquisition shall have the meaning specified in Section 7.2.5(iii) [Liquidations, Mergers, Consolidations, Acquisitions]. 

Permitted Investments shall mean: 
 (i) any investment, loan or advance existing on the date of this Agreement and described on Schedule 1.1(P)(1); 
 (ii) investments in cash equivalent short-term investments denominated in a foreign currency maturing no later than 365 days from the date of acquisition, provided that the aggregate dollar amount of all
such investments shall not exceed Five Million and 00/100 Dollars ($5,000,000.00) at any time; 
 (iii) direct obligations of
the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition; 

(iv) commercial paper maturing in 270 days or less rated not lower than A-1, by Standard & Poor’s on the date of
acquisition; 
 (v) investments in certificates of deposit maturing no later than 365 days from the date of acquisition and
issued by a bank or trust company that has combined capital, surplus and undivided profits of over Five Hundred Million and 00/100 Dollars ($500,000,000.00), provided, however, that unless such bank or trust company issuing such certificate of
deposit (i) is organized under the laws of the United States or any of its states, or (ii) has (or the bank holding company owning all of the capital stock of such bank or trust company has) outstanding

  

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long-term unsecured debt obligations which have been given one of the two highest ratings by Standard & Poor’s, the aggregate dollar amount of all such certificates of deposit
issued by such bank or trust company (or any group of related banks or trust companies) and outstanding at such time shall not exceed Two Million Dollars ($2,000,000.00); and 
 (vi) investments in mutual funds that invest only in either (A) money market securities or (B) whose investments are limited to those types of investments described in clauses
(i)-(iii) above. 
 Permitted Liens shall mean: 

(i) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

 (ii) Pledges or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to
participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs; 
 (iii) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens of landlords
securing obligations to pay lease payments that are not yet due and payable or in default; 
 (iv) Liens consisting of
bankers’ Liens encumbering deposit accounts (including, without limitation, rights of setoff); 
 (v) Good-faith pledges or
deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations,
or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business, provided that the aggregate amount secured by appeal bonds together with the Liens referred to in clause (x)(4) below shall not at any time
exceed five percent (5.0%) of Consolidated Total Assets; 
 (vi) Encumbrances consisting of zoning restrictions, easements
or other restrictions on the use of real property, none of which materially impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land use; 

(vii) Liens on property leased by any Loan Party or Subsidiary of a Loan Party under capital and operating leases securing obligations of
such Loan Party or Subsidiary to the lessor under such leases; 
 (viii) Any Lien existing on the date of this Agreement and
described on Schedule 1.1(P)(2), provided that the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien; 

 

 18 







 (ix) Purchase Money Security Interests, provided that (A) any such Lien shall
extend solely to the item or items of such property (or improvements thereon) which is an improvement to or is acquired for specific use in connection with such acquired or constructed property (or improvement thereon) or which is real property
being improved by such acquired or constructed property (or improvement thereon), (B) the aggregate value of the assets subject to such Purchase Money Security Interest securing such Indebtedness shall not exceed an amount equal to the lesser
of (x) the cost of such property (or improvement thereon) and (y) the Fair Market Value (as determined in good faith by the board of directors of the Borrower) of such property (or improvement thereon) at the time of such acquisition
(excluding for the purpose of this computation any loans or deferred payments secured by Liens described on Schedule 1.1(P)(2)) and (C) any such Lien shall be created contemporaneously with, or within 180 days after the acquisition or
construction of such property; 
 (x) The following, (A) if the validity or amount thereof is being contested in good faith
by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within thirty (30) days of
entry, and in any case they do not, in the aggregate, materially impair the ability of any Loan Party to perform its Obligations hereunder or under the other Loan Documents: 
 (1) Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty; provided that the applicable Loan Party maintains such reserves or other appropriate
provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien; 
 (2) Claims, Liens or encumbrances upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute
on the merits; 
 (3) Claims or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory nonconsensual
Liens; or 
 (4) Liens resulting from final judgments or orders described in Section 8.1.7 [Final Judgments or Orders],
that the aggregate amount secured by all such Liens together with the Liens referred to in clause (v) above shall not at any time exceed five percent (5.0%) of Consolidated Total Assets; and 

(xi) Liens not otherwise described by the foregoing clauses in this definition on assets of the Loan Parties securing Indebtedness,
provided that the value of the assets subject to such Liens securing such Indebtedness shall not exceed Twenty Million and 00/100 Dollars ($20,000,000.00) in the aggregate. 

Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust,
unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity. 
  

 19 







 Plan shall mean at any time an employee pension benefit plan (including a Multiple
Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA
Group. 
 PNC shall mean PNC Bank, National Association, its successors and assigns. 

Potential Default shall mean any event or condition which with notice or passage of time, or a determination by the Administrative
Agent or the Required Lenders, or any combination of the foregoing, would constitute an Event of Default. 
 Prime Rate
shall mean the interest rate per annum announced from time to time by the Administrative Agent at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others
by the Administrative Agent. Any change in the Prime Rate shall take effect at the opening of business on the day such change is announced. 
 Principal Office shall mean the main banking office of the Administrative Agent in Pittsburgh, Pennsylvania. 
 Published Rate shall mean the rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates”
for a one (1) month period (or, if no such rate is published therein for any reason, then the Published Rate shall be the rate at which U.S. Dollar deposits are offered by leading banks in the London interbank deposit market for a one
(1) month period as published in another publication selected by the Administrative Agent). 
 Purchase Money Security
Interest shall mean Liens upon tangible personal property securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property. 

Ratable Share shall mean the proportion that a Lender’s Commitment (excluding the Swing Loan Commitment) bears to the
Commitments (excluding the Swing Loan Commitment) of all of the Lenders. If the Commitments have terminated or expired, the Ratable Shares shall be determined based upon the Commitments (excluding the Swing Loan Commitment) most recently in effect,
giving effect to any assignments. 
 Reimbursement Obligation shall have the meaning specified in Section 2.11.3.1
[Disbursements, Reimbursement]. 
 Related Parties shall mean, with respect to any Person, such Person’s Affiliates
and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. 
  

 20 







 Relief Proceeding shall mean any proceeding seeking a decree or order for relief in
respect of any Loan Party or Subsidiary of a Loan Party in a voluntary or involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or Subsidiary of a Loan Party for any substantial part of its property, or for the winding-up or liquidation of its affairs, or an assignment for the
benefit of its creditors. 
 Required Lenders shall mean Lenders (other than any Defaulting Lender) having more than
fifty percent (50%) of the aggregate amount of the Revolving Credit Commitments of the Lenders (excluding any Defaulting Lender) or, after the termination of the Revolving Credit Commitments, the outstanding Revolving Credit Loans and Ratable
Share of Letter of Credit Obligations of the Lenders (excluding any Defaulting Lender). 
 Required Share shall have the
meaning assigned to such term in Section 4.10 [Settlement Date Procedures]. 
 Revolving Credit Commitment shall
mean, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount of Commitment for Revolving Credit Loans,” as such Commitment is thereafter assigned or modified
and Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all of the Lenders. 

Revolving Credit Loan Request shall have the meaning specified in Section 2.5.1 [Revolving Credit Loan Requests]. 

Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving Credit Loans
or any Revolving Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1 [Revolving Credit and Swing Loan Commitments] or 2.11.3 [Disbursements, Reimbursement]. 

Revolving Facility Usage shall mean at any time the sum of the outstanding Revolving Credit Loans, the outstanding Swing Loans and
the Letter of Credit Obligations. 
 Settlement Dates shall mean any Business Day on which the Administrative Agent
elects to effect settlement pursuant to Section 4.10. 
 Solvent shall mean, with respect to any Person on any date
of determination, taking into account such right of reimbursement, contribution or similar right available to such Person from other Persons, that on such date (i) the fair value of the property of such Person is greater than the total amount
of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business,
(iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (v) such Person is not engaged in business or a
transaction, and is not about to engage in business 
  

 21 







 
or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person
is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability. 
 Standard & Poor’s shall mean
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. 
 Statements shall have
the meaning specified in Section 5.1.6(i) [Historical Statements]. 
 Subsidiary of any Person at any time shall
mean any corporation, trust, partnership, any limited liability company or other business entity (i) of which more than fifty percent (50%) of the outstanding voting securities or other interests normally entitled to vote for the election
of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, or
(ii) which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries. 

Subsidiary Equity Interests shall have the meaning specified in Section 5.1.2 [Subsidiaries and Owners; Investment
Companies]. 
 Subsidiary Restructuring shall mean (i) the non-cash transfer of the ownership interests of GMT or
any other Subsidiary of the Borrower in Gassonic AS, General Monitors Pacifica Pte Ltd., Wuxi General Monitors Co Ltd and/or General Monitors (HK) Co Ltd., and (ii) the non-cash transfer of the ownership interests of General Monitors, LLC or
any other Subsidiary of the Borrower in General Monitors Systems Asia Pte Ltd., in each case, to any other Subsidiary of the Borrower. 
 Swing Loan Commitment shall mean PNC’s commitment to make Swing Loans to the Borrower pursuant to Section 2.1.2 [Swing Loans] hereof in an aggregate principal amount up to Fifteen Million
and 00/100 Dollars ($15,000,000.00). 
 Swing Loan Request shall have the meaning specified in Section 2.5.2 [Swing
Loan Requests]. 
 Swing Loans shall mean collectively and Swing Loan shall mean separately all Swing Loans or any
Swing Loan made by PNC to the Borrower pursuant to Section 2.1.2 [Swing Loans] hereof. 
 Taxes shall mean all
present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Official Body, including any interest, additions to tax or penalties applicable thereto. 

 

 22 







 Transfer shall mean, with respect to the Borrower or any Subsidiary of the Borrower,
any transaction in which such Person sells, conveys, transfers or leases (as lessor) any of its property, including, without limitation, Equity Interests. 
 USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or
shall hereafter be, renewed, extended, amended or replaced. 
  

	 	1.2	Construction. 

 Unless
the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (i) references to the plural include the singular, the plural, the part and the
whole and the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the words “hereof,” “herein,” “hereunder,”
“hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole; (iii) article, section, subsection, clause, schedule and exhibit references are to this Agreement
or other Loan Document, as the case may be, unless otherwise specified; (iv) reference to any Person includes such Person’s successors and assigns; (v) reference to any agreement, including this Agreement and any other Loan Document
together with the schedules and exhibits hereto or thereto, document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated; (vi) relative to the determination of any
period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; (vii) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (viii) section headings herein and
in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document, and (ix) unless otherwise specified, all references herein to times of day shall be references to Eastern
Time. 
  

	 	1.3	Accounting Principles. 


Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all
financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to
such terms by GAAP; provided, however, that all accounting terms used in Section 7.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 7.2 [Negative Covenants] shall
have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Statements referred to in Section 5.1.6(i) [Historical Statements]. In the event
of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Section 7.2 [Negative Covenants], then the parties hereto agree to endeavor, in good faith, to agree
upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance

  

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with the Borrower’s financial statements at that time, provided that, until so amended, such financial covenants shall continue to be computed in accordance with GAAP prior to such change
therein. 
 2        REVOLVING CREDIT AND SWING LOAN FACILITIES 

 

	 	2.1	Revolving Credit and Swing Loan Commitments. 

  

	 	2.1.1	Revolving Credit Loans. 


Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender severally
agrees to make Revolving Credit Loans to the Borrower at any time or from time to time on or after the date hereof to the Expiration Date; provided that after giving effect to each such Revolving Credit Loan (i) the aggregate amount of
all Revolving Credit Loans from such Lender shall not exceed such Lender’s Revolving Credit Commitment minus such Lender’s Ratable Share of the Letter of Credit Obligations and (ii) the Revolving Facility Usage shall not exceed the
Revolving Credit Commitments. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.1 [Revolving Credit Loans]. 

 

	 	2.1.2	Swing Loans. 

 Subject to
the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate loans and repayments between Settlement Dates, PNC may, at its option, cancelable at any time for any reason whatsoever,
make swing loans (the “Swing Loans”) to the Borrower at any time or from time to time after the date hereof to, but not including, the Expiration Date, in an aggregate principal amount up to but not in excess of Fifteen Million and
00/100 Dollars ($15,000,000.00) (the “Swing Loan Commitment”), provided that after giving effect to such Loan, the Revolving Facility Usage shall not exceed the Revolving Credit Commitments. Within such limits of time and
amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.2 [Swing Loans]. 
  

	 	2.2	Nature of Lenders’ Obligations with Respect to Revolving Credit Loans. 


Each Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.5.1 [Revolving Credit
Loan Requests] in accordance with its Ratable Share. The aggregate of each Lender’s Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Revolving Credit Commitment minus its Ratable Share of the
outstanding Swing Loans and Letter of Credit Obligations. The obligations of each Lender hereunder are several. The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor
shall any other party be liable for the failure of such Lender to perform its obligations hereunder. The Lenders shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date. 

 

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	 	2.3	Commitment Fees. 


Accruing from the date hereof until the Expiration Date, the Borrower agrees to pay to the Administrative Agent for the account of each
Lender, according to its Ratable Share, a nonrefundable commitment fee (the “Commitment Fee”) equal to the Applicable Commitment Fee Rate (computed on the basis of a year of three hundred sixty five (365) or three hundred sixty
six (366) days, as the case may be, and actual days elapsed) multiplied by the average daily difference between the amount of (i) the Revolving Credit Commitments (for purposes of this computation, PNC’s Swing Loans shall be deemed to
be borrowed amounts under its Revolving Credit Commitment) and (ii) the Revolving Facility Usage; provided, however, that any Commitment Fee accrued with respect to the Revolving Credit Commitment of a Defaulting Lender during the
period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been
due and payable by the Borrower prior to such time; and provided further that no Commitment Fee shall accrue with respect to the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject
to the proviso in the directly preceding sentence, all Commitment Fees shall be payable in arrears on each Payment Date. 
  

	 	2.4	[Reserved]. 

  

	 	2.5	Revolving Credit Loan Requests; Swing Loan Requests. 

  

	 	2.5.1	Revolving Credit Loan Requests. 

 Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request the Lenders to make Revolving Credit Loans, or renew or convert the Interest Rate Option
applicable to existing Revolving Credit Loans pursuant to Section 3.2 [Interest Periods], by delivering to the Administrative Agent, not later than 10:00 a.m., (i) three (3) Business Days prior to the proposed Borrowing Date with
respect to the making of Revolving Credit Loans to which the LIBOR Rate Option applies or the date of conversion to or the renewal of the LIBOR Rate Option for any Loans; and (ii) on the same Business Day of the proposed Borrowing Date with
respect to the making of a Revolving Credit Loan to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Loan, of a duly completed request therefor
substantially in the form of Exhibit 2.5.1 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a “Revolving Credit Loan Request”), it being understood that the
Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable and shall specify (i) the proposed Borrowing
Date and (ii) the aggregate amount of the proposed Loans comprising each Borrowing Tranche, and, if applicable, the Interest Period, which amounts shall be in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) and not less
than Five Million and 00/100 Dollars ($5,000,000.00) for each Borrowing Tranche under the LIBOR Rate Option and shall be in integral multiples of Five Hundred Thousand and 00/100 Dollars ($500,000.00) and not less than the lesser of One Million and
00/100 Dollars ($1,000,000.00) or the maximum amount available for each Borrowing Tranche under the Base Rate Option. 
  

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	 	2.5.2	Swing Loan Requests. 


Except as otherwise provided herein, the Borrower may from time to time prior to the Expiration Date request PNC to make Swing Loans by
delivery to PNC not later than 1:00 p.m. on the proposed Borrowing Date of a duly completed request therefor substantially in the form of Exhibit 2.5.2 or a request by telephone immediately confirmed in writing by letter, facsimile or telex,
in such form (each, a “Swing Loan Request”), it being understood that the Administrative Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written
confirmation. Each Swing Loan Request shall be irrevocable and shall specify (i) the proposed Borrowing Date and (ii) the principal amount of such Swing Loan, which shall be in integral multiples of One Hundred Thousand and 00/100 Dollars
($100,000.00) and not less than Five Hundred Thousand and 00/100 Dollars ($500,000.00). 
  

	 	2.6	Increase in Revolving Credit Commitments. 

  

	 	2.6.1	Increasing Lenders and New Lenders. 

 The Borrower may, at any time and from time to time, request that (1) the current Lenders increase their Revolving Credit Commitments (any current Lender which elects to increase its Revolving Credit
Commitment shall be referred to as an “Increasing Lender”) or (2) one or more new lenders (each, a “New Lender”) join this Agreement and provide a Revolving Credit Commitment hereunder, subject to the following
terms and conditions: 
 (i) No Obligation to Increase. No current Lender shall be obligated to increase its Revolving
Credit Commitment and any increase in the Revolving Credit Commitment by any current Lender shall be in the sole discretion of such current Lender. 
 (ii) Defaults. There shall exist no Event of Default or Potential Default on the effective date of such increase after giving effect to such increase. 

(iii) Aggregate Revolving Credit Commitments. After giving effect to such increase, the total Revolving Credit Commitments shall
not exceed Three Hundred Million and 00/100 Dollars ($300,000,000.00). 
 (iv) Multiple Options. The Borrower may
request an increase pursuant to this Section 2.5.1 [Increase in Revolving Credit Commitments] up to two (2) times during the term of this Agreement; provided, however, subject to the other terms of this Section 2.5.1 [Increase in
Revolving Credit Commitments], each such increase shall be in an amount equal to or greater than Ten Million and 00/100 Dollars ($10,000,000.00). 
 (v) Resolutions; Opinion. The Loan Parties shall deliver to the Administrative Agent on or before the effective date of such increase the following documents in a form reasonably acceptable to the
Administrative Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment has been approved by such Loan Parties, and (2) an opinion of counsel
addressed to the Administrative Agent and the Lenders addressing the authorization and execution of the Loan Documents by, and enforceability of the Loan Documents against, the Loan Parties. 
  

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 (vi) Notes. The Borrower shall execute and deliver (1) to each Increasing
Lender a replacement revolving credit Note reflecting the new amount of such Increasing Lender’s Revolving Credit Commitment after giving effect to the increase (and the prior Note issued to such Increasing Lender shall be deemed to be
terminated) and (2) to each New Lender a revolving credit Note reflecting the amount of such New Lender’s Revolving Credit Commitment. 
 (vii) Approval of New Lenders. Any New Lender shall be subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld. 

(viii) Increasing Lenders. Each Increasing Lender shall confirm its agreement to increase its Revolving Credit Commitment
pursuant to an acknowledgement in a form acceptable to the Administrative Agent, signed by it and the Borrower and delivered to the Administrative Agent at least five (5) days before the effective date of such increase. 

(ix) New Lenders; Joinder. Each New Lender shall execute a lender joinder in form and substance satisfactory to the
Administrative Agent pursuant to which such New Lender shall join and become a party to this Agreement and the other Loan Documents with a Revolving Credit Commitment in the amount set forth in such lender joinder. 

 

	 	2.6.2	Treatment of Outstanding Loans. 

 2.6.2.1 Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date of such increase, the Borrower shall repay all Loans then outstanding, subject to the Borrower’s indemnity
obligations under Section 4.9 [Indemnity]; provided that it may borrow new Loans with a Borrowing Date on such date. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective
Ratable Shares after giving effect to the increase in Revolving Credit Commitments contemplated by this Section 2.6 [Increase in Revolving Credit Commitments]. 
 2.6.2.2 Outstanding Letters of Credit; Repayment of Outstanding Loans; Borrowing of New Loans. On the effective date of such increase, each Increasing Lender and each New Lender (i) will be
deemed to have purchased a participation in each then outstanding Letter of Credit equal to its Ratable Share of such Letter of Credit and the participation of each other Lender in such Letter of Credit shall be adjusted accordingly and
(ii) will acquire, (and will pay to the Administrative Agent, for the account of each Lender, in immediately available funds, an amount equal to) its Ratable Share of all outstanding Participation Advances. 

 

	 	2.7	Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Repayment of Swing Loans.


  

	 	2.7.1	Making Revolving Credit Loans. 

 The Administrative Agent shall, promptly after receipt by it of a Revolving Credit Loan Request pursuant to Section 2.5.1 [Revolving Credit Loan Requests], notify the Lenders of its receipt of such
Revolving Credit Loan Request specifying the information provided by the Borrower and the apportionment among the Lenders of the 

 

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requested Revolving Credit Loans as determined by the Administrative Agent in accordance with Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans]. Each
Lender shall remit the principal amount of each Revolving Credit Loan to the Administrative Agent such that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders have made funds available to it for such
purpose and subject to Section 6.2 [Each Loan or Letter of Credit], fund such Revolving Credit Loans to the Borrower in U.S. Dollars in immediately available funds at the Principal Office prior to 2:00 p.m., on the applicable Borrowing Date;
provided that if any Lender fails to remit such funds to the Administrative Agent in a timely manner, the Administrative Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such
Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 2.7.3 [Presumptions by the Administrative Agent]. 
  

	 	2.7.2	Making Swing Loans. 

 So
long as PNC elects to make Swing Loans, PNC shall, after receipt by it of a Swing Loan Request pursuant to Section 2.5.2 [Swing Loan Requests], fund such Swing Loan to the Borrower in U.S. Dollars in immediately available funds at the Principal
Office prior to 2:00 p.m. on the Borrowing Date. 
  

	 	2.7.3	Presumptions by the Administrative Agent. 

 Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Loan that such Lender will not make available to the Administrative Agent such Lender’s
share of such Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.7.1 [Making Revolving Credit Loans] and may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the
case of a payment to be made by 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 and (ii) in the case of a payment
to be made by the Borrower, the interest rate applicable to Loans under the Base Rate Option. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any
payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

 

	 	2.7.4	Repayment of Revolving Credit Loans. 

 The Borrower shall repay the Revolving Credit Loans together with all outstanding interest thereon on the Expiration Date. 

 

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	 	2.8	Borrowings to Repay Swing Loans. 

 PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of the Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount equal to such Lender’s
Ratable Share of the aggregate principal amount of the outstanding Swing Loans, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its
Revolving Credit Commitment minus its Ratable Share of the Letter of Credit Obligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested
in accordance with Section 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written, facsimile or telex) that such Revolving
Credit Loans are to be made under this Section 2.8 [Borrowings to Repay Swing Loans] and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the
conditions specified in Section 2.5.1 [Revolving Credit Loan Requests] are then satisfied) by the time PNC so requests, which shall not be earlier than 2:00 p.m. on the next Business Day after the date the Lenders receive such notice from PNC.

  

	 	2.9	Notes. 

 The Obligation
of the Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans and Swing Loans made to it by each Lender, together with interest thereon, shall be evidenced by a revolving credit Note and a swing loan Note dated the
Closing Date payable to the order of such Lender in a face amount equal to the Revolving Credit Commitment or Swing Loan Commitment, as applicable, of such Lender. 
  

	 	2.10	Use of Proceeds. 

 The
proceeds of the Loans shall be used (i) fund a portion of the GM Acquisition, (ii) pay fees and expenses in connection with this transaction and the GM Acquisition, (iii) refinance Indebtedness outstanding under the Existing Credit
Agreement, (iv) to provide working capital, and (v) for general corporate purposes, including but not limited to retirement or repayment of outstanding indebtedness, and capital expenditures. 

 

	 	2.11	Letter of Credit Subfacility. 

  

	 	2.11.1	Issuance of Letters of Credit. 

 Borrower may at any time prior to the Expiration Date request the issuance of a standby letter of credit (each a “Letter of Credit”) on behalf of itself or another Loan Party, or the
amendment or extension of an existing Letter of Credit, by delivering or having such other Loan Party deliver to the Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit, or request for
such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time by no later than 10:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in
advance of the proposed date of issuance. Promptly after receipt of any Letter of Credit application, the Issuing Lender shall confirm with the 
  

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Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will provide
Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, Administrative Agent or any Loan party, at least one day prior to the requested date of issuance, amendment or extension of the applicable
Letter of Credit, that one or more applicable conditions in Section 6 [Conditions of Lending and Issuance of Letters of Credit] is not satisfied, then, subject to the terms and conditions hereof and in reliance on the agreements of the other
Lenders set forth in this Section 2.11 [Letter of Credit Subfacility], the Issuing Lender or any of the Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of
Credit shall in no event expire later than the Expiration Date and provided further that in no event shall (i) the Letter of Credit Obligations exceed, at any one time, Fifteen Million and 00/100 Dollars ($15,000,000.00) (the
“Letter of Credit Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Revolving Credit Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be
deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with Section 6 [Conditions of Lending and Issuance of Letters of Credit] after giving effect to the requested issuance, amendment or
extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to Borrower and Administrative Agent a true
and complete copy of such Letter of Credit or amendment. Each of the Existing Letters of Credit shall be deemed to have been issued hereunder on the Closing Date by PNC as the Issuing Lender. Each of the Existing Letters of Credit shall be deemed to
be a Letter of Credit for all purposes of this Agreement. 
 Notwithstanding any other provision hereof, no Issuing Lender shall
be required to issue, amend, renew or increase any Letter of Credit, if any Lender is at such time a Defaulting Lender hereunder, unless such Issuing Lender has entered into satisfactory arrangements with the Borrower or such Defaulting Lender to
eliminate the Issuing Lender’s risk with respect to such Defaulting Lender (it being understood that the Issuing Lender would consider the Borrower or the Defaulting Lender providing cash collateral to the Administrative Agent, for the benefit
of the Issuing Lender, to secure the Defaulting Lender’s Ratable Share of the Letter of Credit, a satisfactory arrangement) 
  

	 	2.11.2	Letter of Credit Fees. 


The Borrower shall pay (i) to the Administrative Agent for the ratable account of the Lenders a fee (the “Letter of Credit
Fee”) equal to the Applicable Letter of Credit Fee Rate, and (ii) to the Issuing Lender for its own account a fronting fee equal to one hundred twenty five thousandths of one percent (0.125%) per annum (in each case computed on the
basis of a year of three hundred sixty (360) days and actual days elapsed), which fees shall be computed on the daily average amount of Letter of Credit Obligations and shall be payable quarterly in arrears on each Payment Date following
issuance of each Letter of Credit. The Borrower shall also pay to the Issuing Lender for the Issuing Lender’s sole account the Issuing Lender’s then in effect customary fees and administrative expenses payable with respect to the Letters
of Credit as the Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit. 

 

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	 	2.11.3	Disbursements, Reimbursement. 

 Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such
Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. 

2.11.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Lender
will promptly notify the Borrower and the Administrative Agent thereof. Provided that it shall have received such notice, the Borrower shall reimburse (such obligation to reimburse the Issuing Lender shall sometimes be referred to as a
“Reimbursement Obligation”) the Issuing Lender prior to 12:00 noon time on each date that an amount is paid by the Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”) by paying to the
Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event the Borrower fails to reimburse the Issuing Lender (through the Administrative Agent) for the full amount of any
drawing under any Letter of Credit by 12:00 noon on the Drawing Date, the Administrative Agent will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested that Revolving Credit Loans be made by the Lenders under the
Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 6.2 [Each Additional Loan]
other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 2.11.3.1 may be oral if immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such notice. 
 2.11.3.2 Each Lender
shall upon any notice pursuant to Section 2.11.3.1 make available to the Administrative Agent for the account of the Issuing Lender an amount in immediately available funds equal to its Ratable Share of the amount of the drawing, whereupon the
participating Lenders shall (subject to Section 2.11.3 [Disbursements; Reimbursement]) each be deemed to have made a Revolving Credit Loan under the Base Rate Option to the Borrower in that amount. If any Lender so notified fails to make
available to the Administrative Agent for the account of the Issuing Lender the amount of such Lender’s Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to
make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a
rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth
(4th) day following the Drawing Date. The
Administrative Agent and the Issuing Lender will promptly give notice (as described in Section 2.11.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or the Issuing Lender to give any such notice on the
Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 2.11.3.2. 

2.11.3.3 With respect to any unreimbursed drawing that is not converted into Revolving Credit Loans under the Base Rate Option to the
Borrower in whole or in part as 
  

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contemplated by Section 2.11.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 6.2 [Each Additional Loan] other than any notice requirements, or
for any other reason, the Borrower shall be deemed to have incurred from the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on
demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Credit Loans under the Base Rate Option. Each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant
to Section 2.11.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing (each a “Participation Advance”) from such Lender in satisfaction of its
participation obligation under this Section 2.11.3.3. 
  

	 	2.11.4	Repayment of Participation Advances. 

 2.11.4.1 Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the Borrower (i) in reimbursement of any payment made by
the Issuing Lender under the Letter of Credit with respect to which any Lender has made a Participation Advance to the Administrative Agent, or (ii) in payment of interest on such a payment made by the Issuing Lender under such a Letter of
Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Lender, in the same funds as those received by the Administrative Agent, the amount of such Lender’s Ratable Share of such funds, except the Administrative Agent
shall retain for the account of the Issuing Lender the amount of the Ratable Share of such funds of any Lender that did not make a Participation Advance in respect of such payment by the Issuing Lender. 

2.11.4.2 If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator,
custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for the account of the Issuing Lender pursuant to this Section 2.11.4.2 in reimbursement of a payment made
under the Letter of Credit or interest or fee thereon, each Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Issuing Lender the amount of its Ratable Share of any amounts so
returned by the Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect
from time to time. 
  

	 	2.11.5	Documentation. 

 Each
Loan Party agrees to be bound by the terms of the Issuing Lender’s application and agreement for letters of credit and the Issuing Lender’s written regulations and customary practices relating to letters of credit, though such
interpretation may be different from such Loan Party’s own. In the event of a conflict between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of gross
negligence or willful misconduct, the Issuing Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any Loan Party’s instructions or those contained in the Letters of Credit or any
modifications, amendments or supplements thereto. 
  

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	 	2.11.6	Determinations to Honor Drawing Requests. 

 In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates
required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit. 
  

	 	2.11.7	Nature of Participation and Reimbursement Obligations. 

 Each Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.11.3 [Disbursements, Reimbursement], as a
result of a drawing under a Letter of Credit, and the Obligations of the Borrower to reimburse the Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Section 2.11 [Letter of Credit Subfacility] under all circumstances, including the following circumstances: 
 (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender or any of its Affiliates, the Borrower or any other Person for any reason
whatsoever, or which any Loan Party may have against the Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever; 
 (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1.1 [Revolving Credit Commitments], 2.5.1
[Revolving Credit Loan Requests], 2.7.1 [Making Revolving Credit Loans] or 6.2 [Each Loan or Letter of Credit] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not
required for the making of a Letter of Credit Borrowing and the obligation of the Lenders to make Participation Advances under Section 2.11.3 [Disbursements, Reimbursement]; 

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

 (iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter
of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Lender may have at any time against a beneficiary, successor beneficiary any transferee or assignee of any
Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated
herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); 

(v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or
lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other 

 

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document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit, or the transport of any property or provision of
services relating to a Letter of Credit, in each case even if the Issuing Lender or any of its Affiliates has been notified thereof; 
 (vi) payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such
Letter of Credit; 
 (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other
Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; 

(viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party,
unless the Issuing Lender has received written notice from such Loan Party of such failure within three (3) Business Days after the Issuing Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit
and such error is material and no drawing has been made thereon prior to receipt of such notice; 
 (ix) any adverse change in
the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; 
 (x) any breach of this Agreement or any other Loan Document by any party thereto; 

(xi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; 

(xii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; 

(xiii) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated;
and 
 (xiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might, but
for the provisions of this Section 2.11.7, constitute a legal or equitable discharge of, or provide a right of setoff against, Borrower’s Obligations hereunder. 

 

	 	2.11.8	Indemnity. 

 The Loan
Parties hereby agree to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest,
judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Issuing Lender or any of its Affiliates may incur or be subject to as a

  

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consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of the gross negligence or willful misconduct of the Issuing Lender as determined by a final
non-appealable judgment of a court of competent jurisdiction. 
  

	 	2.11.9	Liability for Acts and Omissions. 

 As between any Loan Party and the Issuing Lender, or the Issuing Lender’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the
respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lender shall not be responsible for any of the following, including any losses or damages to any Loan Party or other Person or
property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in
fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the Issuing Lender or its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the failure of the
beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party against any
beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in
order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of the Issuing Lender or any of its Affiliates, as applicable, including any act or omission of any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any of
the Issuing Lender’s or its Affiliates’ rights or powers hereunder. Nothing in the preceding sentence shall relieve the Issuing Lender from liability for the Issuing Lender’s gross negligence or willful misconduct in connection with
actions or omissions described in such clauses (i) through (viii) of such sentence. In no event shall the Issuing Lender or its Affiliates be liable to any Loan Party for any indirect, consequential, incidental, punitive, exemplary or
special damages or expenses (including without limitation attorneys’ fees), or for any damages resulting from any change in the value of any property relating to a Letter of Credit. 

Without limiting the generality of the foregoing, the Issuing Lender and each of its Affiliates (i) may rely on any oral or other
communication believed in good faith by the Issuing Lender or such Affiliate to have been authorized or given by or on behalf of the applicant Loan Party for a Letter of Credit, (ii) may honor any presentation if the documents presented appear
on their face substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was pursuant to a court order, to settle
or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as 

 

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if such presentation had initially been honored, together with any interest paid by the Issuing Lender or its Affiliate; (iv) may honor any drawing that is payable upon presentation of a
statement advising negotiation or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately), and shall not be liable for any failure of any such draft or other document to
arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place where such bank is located; and (vi) may settle or
adjust any claim or demand made on the Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each
an “Order”) and honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other documents presented in connection with such Letter of Credit fail to conform in
any way with such Letter of Credit. 
 In furtherance and extension and not in limitation of the specific provisions set forth
above, any action taken or omitted by the Issuing Lender or its Affiliates under or in connection with the Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not put the
Issuing Lender or its Affiliates under any resulting liability to the Borrower or any Lender. 
  

	 	2.11.10	Issuing Lender Reporting Requirements. 

 Each Issuing Lender shall, on the first business day of each month, provide to Administrative Agent and Borrower a schedule of the Letters of Credit issued by it, in form and substance satisfactory to
Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), and the expiration date of any Letter of Credit outstanding at any time during the preceding month, and any other
information relating to such Letter of Credit that the Administrative Agent may request. 

3        INTEREST RATES 

 

	 	3.1	Interest Rate Options. 


The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate
Option or LIBOR Rate Option set forth below applicable to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply
simultaneously to the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche; provided that there shall not
be at any one time outstanding more than eight (8) Borrowing Tranches in the aggregate among all of the Loans (including a Borrowing Tranche to which the Base Rate Option Applies); and provided further that if an Event of Default or
Potential Default exists and is continuing, the Borrower may not request, convert to, or renew the LIBOR Rate Option for any Loans and the Required Lenders may demand that all existing Borrowing Tranches bearing interest under the LIBOR Rate Option
shall be converted immediately to the Base Rate Option, subject to the obligation of the Borrower to pay any indemnity under Section 4.9 [Indemnity] in connection with such 

 

 36 







 
conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Loan shall be
limited to such Lender’s highest lawful rate. Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Borrower shall not be required to pay, and the Lenders shall not be permitted to collect,
any amount of interest in excess of the maximum amount of interest permitted by applicable Law (“Excess Interest”). If any Excess Interest is provided for or determined by a court of competent jurisdiction to have been provided for
in this Agreement or in any other Loan Document, then, in such event: (1) the provisions of this subsection shall govern and control; (2) the Borrower shall not be obligated to pay any Excess Interest; (3) any Excess Interest that the
Lenders may have received hereunder shall be, at the option of the Required Lenders, (a) applied as a credit against the outstanding principal balance of the Obligations or accrued and unpaid interest (not to exceed the maximum amount permitted
by Law), (b) refunded to the payor thereof, or (c) any combination of the foregoing; (4) the interest rates provided for herein shall be automatically reduced to the maximum lawful rate allowed from time to time under applicable Law,
and this Agreement and the other Loan Documents shall be deemed to have been and shall be reformed and modified to reflect such reduction; and (5) the Borrower shall have no action against the Administrative Agent or any Lender for any damages
arising out of the payment or collection of any Excess Interest (other than to enforce this Section 3.1 [Interest Rate Options]). 
  

	 	3.1.1	Revolving Credit Interest Rate Options. 

 The Borrower shall have the right to select from the following Interest Rate Options applicable to the Revolving Credit Loans: 
 (i) Revolving Credit Base Rate Option: A fluctuating rate per annum (computed on the basis of a year of three hundred sixty-five or three hundred sixty-six (365 or 366) days, as the case may be,
and actual days elapsed) equal to the Base Rate plus the Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of each change in the Base Rate; or 

(ii) Revolving Credit LIBOR Rate Option: A rate per annum (computed on the basis of a year of three hundred sixty (360) days
and actual days elapsed) equal to the LIBOR Rate plus the Applicable Margin. 
  

	 	3.1.2	Swing Loan Interest Rate. 

 Each Swing Loan shall bear interest at a rate per annum equal to (i) the Base Rate (computed on the basis of a year of three hundred sixty-five or three hundred sixty-six (365 or 366) days, as the
case may be, and actual days elapsed) plus the Applicable Margin, such interest rate to change automatically from time to time effective as of the effective date of each change in the Base Rate or (ii) such other interest rates (computed on the
basis of a year of three hundred sixty (360), three hundred sixty five (365) or three hundred sixty six (366) days, as PNC may determine, and actual days elapsed) as PNC and the Borrower may agree to from time to time. 

 

 37 








	 	3.1.3	Rate Quotations. 

 The
Borrower may call the Administrative Agent on or before the date on which a Loan Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative
Agent or the Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made. 
  

	 	3.2	Interest Periods. 

 At
any time when the Borrower shall select, convert to or renew a LIBOR Rate Option, the Borrower shall notify the Administrative Agent thereof at least three (3) Business Days prior to the effective date of such LIBOR Rate Option by delivering a
Loan Request. The notice shall specify an Interest Period during which such Interest Rate Option shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Rate
Option: 
  

	 	3.2.1	Amount of Borrowing Tranche. 

 Each Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) and not less than Five Million and 00/100 Dollars
($5,000,000.00); and 
  

	 	3.2.2	Renewals. 

 In the case
of the renewal of a LIBOR Rate Option at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day. 

 

	 	3.3	Interest After Default. 


To the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been
cured or waived, and at the discretion of the Administrative Agent or upon written demand by the Required Lenders to the Administrative Agent: 
  

	 	3.3.1	Interest Rate. 

 The
rate of interest for each Loan otherwise applicable pursuant to Section 3.1 [Interest Rate Options], shall bear interest at a rate per annum equal to the sum of the rate of interest applicable under the Base Rate Option plus an additional two
percent (2.0%) per annum, each Borrowing Tranche to which the LIBOR Rate Option applies shall automatically convert to the Base Rate Option at the end of the applicable Interest Period and no Loans may be made as, renewed as or converted into a
Borrowing Tranche to which the LIBOR Rate Option applies; 
  

 38 








	 	3.3.2	Letter of Credit Fees. 


The Letter of Credit Fees otherwise applicable pursuant to Section 2.11.2 [Letter of Credit Fees], shall be increased by two
percent (2.0%) per annum; 
  

	 	3.3.3	Other Obligations. 


Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of the rate of interest
applicable under the Revolving Credit Base Rate Option plus an additional two percent (2.0%) per annum from the time such Obligation becomes due and payable and until it is paid in full; and 

 

	 	3.3.4	Acknowledgment. 

 The
Borrower acknowledges that the increase in rates referred to in this Section 3.3 reflects, among other things, the fact that such Loans or other amounts have become a substantially greater risk given their default status and that the Lenders
are entitled to additional compensation for such risk; and all such interest shall be payable by Borrower upon demand by Administrative Agent. 
  

	 	3.4	LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available. 


 

	 	3.4.1	Unascertainable. 

 If on
any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have determined that: 
 (i)
adequate and reasonable means do not exist for ascertaining such LIBOR Rate, or 
 (ii) a contingency has occurred which
materially and adversely affects the London interbank eurodollar market relating to the LIBOR Rate, the Administrative Agent shall have the rights specified in Section 3.4.3 [Administrative Agent’s and Lender’s Rights]. 

 

	 	3.4.2	Illegality; Increased Costs; Deposits Not Available. 

 If at any time any Lender shall have determined that: 
 (i) the making,
maintenance or funding of any Loan to which a LIBOR Rate Option applies has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any
request or directive of any such Official Body (whether or not having the force of Law), or 
 (ii) such LIBOR Rate Option will
not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such Loan, or 
  

 39 







 (iii) after making all reasonable efforts, deposits of the relevant amount in Dollars for
the relevant Interest Period for a Loan, or to banks generally, to which a LIBOR Rate Option applies, respectively, are not available to such Lender with respect to such Loan, or to banks generally, in the interbank eurodollar market, 

then the Administrative Agent shall have the rights specified in Section 3.4.3 [Administrative Agent’s and Lender’s Rights]. 

 

	 	3.4.3	Administrative Agent’s and Lender’s Rights. 

 In the case of any event specified in Section 3.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event
specified in Section 3.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and
the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the
obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option
shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination
that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 3.4.1 [Unascertainable] and the Borrower has previously notified the Administrative
Agent of its selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for the selection of, conversion to or renewal of the Base Rate
Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 3.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower shall, subject to the
Borrower’s indemnification Obligations under Section 4.9 [Indemnity], as to any Loan of the Lender to which a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise
available with respect to such Loan or prepay such Loan in accordance with Section 4.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option
otherwise available with respect to such Loan upon such specified date. 
  

	 	3.5	Selection of Interest Rate Options. 

 If the Borrower fails to select a new Interest Period to apply to any Borrowing Tranche of Loans under the LIBOR Rate Option at the expiration of an existing Interest Period applicable to such Borrowing
Tranche in accordance with the provisions of Section 3.2 [Interest Periods], the Borrower shall be deemed to have converted such Borrowing Tranche to the Revolving Credit Base Rate Option commencing upon the last day of the existing Interest
Period. 
  

 40 







 4        PAYMENTS 

 

	 	4.1	Payments. 

 All payments
and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrower hereunder shall be payable prior to 11:00 a.m. on the date when due
without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. Such payments
shall be made to the Administrative Agent at the Principal Office for the account of PNC with respect to the Swing Loans and for the ratable accounts of the Lenders with respect to the Revolving Credit Loans in U.S. Dollars and in immediately
available funds, and the Administrative Agent shall promptly distribute such amounts to the Lenders, as applicable, in immediately available funds; provided that in the event payments are received by 11:00 a.m. by the Administrative Agent
with respect to the Revolving Credit Loans and such payments are not distributed to the Lenders on the same day received by the Administrative Agent, the Administrative Agent shall pay the Lenders the Federal Funds Effective Rate with respect to the
amount of such payments for each day held by the Administrative Agent and not distributed to the Lenders. The Administrative Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest
error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement and shall be deemed an “account stated.” 

 

	 	4.2	Pro Rata Treatment of Lenders. 

 Each borrowing of Revolving Credit Loans shall be allocated to each Lender according to its Ratable Share, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or
prepayment by the Borrower with respect to principal, interest, Commitment Fees, Letter of Credit Fees, or other fees (except for the Administrative Agent’s Fee and the Issuing Lender’s fronting fee) or amounts due from the Borrower
hereunder to the Lenders with respect to the Commitments and Loans, shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Section 3.4.3 [Administrative Agent’s and Lender’s Rights] in
the case of an event specified in Section 3.4 [LIBOR Rate Unascertainable; Etc.], 4.6.2 [Replacement of a Lender] or 4.7 [Increased Costs; Indemnity]) be payable ratably among the Lenders entitled to such payment in accordance with the amount
of principal, interest, Commitment Fees, Letter of Credit Fees and other fees or amounts then due or payable such Lenders as set forth in this Agreement. Notwithstanding any of the foregoing, each borrowing or payment or pre-payment by the Borrower
of principal, interest, fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to PNC according to Article 2 [Revolving Credit and Swing Loan Facilities]. 

 

	 	4.3	Sharing of Payments by Lenders. 

 If any Lender shall, by exercising any right of setoff, counterclaim or banker’s lien, by receipt of voluntary payment, by realization upon security, or by any other non-pro rata source, obtain
payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the 

 

 41 







 
aggregate amount of its Loans and accrued interest thereon or other such obligations greater than the pro-rata share of the amount such Lender is entitled thereto, then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, 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, together with interest or other amounts, if any, required by Law (including court order) to be paid by the Lender or the holder making such purchase;
and 
 (ii) the provisions of this Section 4.3 shall not be construed to apply to (x) any payment made by the Loan
Parties pursuant to and in accordance with the express terms of the Loan Documents or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Participation Advances to any
assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 4.3 shall apply). 
 Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation. 

Any Lender that fails at any time to comply with the provisions of this Section 4.3 shall be deemed a Defaulting Lender until such time as it
performs its obligations hereunder and is not otherwise a Defaulting Lender for any other reason. A Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of or relating to outstanding
Loans, Letters of Credit, interest, fees or otherwise, to the remaining non-defaulting Lenders for application to, and reduction of, their respective Ratable Share of all outstanding Loans and other unpaid Obligations of any of the Loan Parties. The
Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments to the non-defaulting Lenders in proportion to their respective Ratable Share of all outstanding Loans and other unpaid Obligations of any of the Loan Parties
to which such Lenders are entitled. A Defaulting Lender shall be deemed to have satisfied the provisions of this Section 4.3 when and if, as a result of application of the assigned payments to all outstanding Loans and other unpaid Obligations
of any of the Loan Parties to the non-defaulting Lenders, the Lenders’ respective Ratable Share of all outstanding Loans and unpaid Obligations have returned to those in effect immediately prior to such violation of this Section 4.3.

  

	 	4.4	Presumptions by Administrative Agent. 

 Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the

  

 42 







 
Lenders or the Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing
Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation. 
  

	 	4.5	Interest Payment Dates. 

 Interest on Loans to which the Base Rate Option applies shall be due and payable in arrears on each Payment Date. Interest on Loans to which the LIBOR Rate Option applies shall be due and payable on the
last day of each Interest Period for those Loans and, if such Interest Period is longer than three (3) Months, also on the 90th day of such Interest Period. Interest on the principal amount of each Loan or other monetary Obligation shall be due
and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated Expiration Date, upon acceleration or otherwise). 

 

	 	4.6	Voluntary Prepayments. 

  

	 	4.6.1	Right to Prepay. 

 (i)
The Borrower shall have the right at its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.6.2 [Replacement of a Lender] below or in Section 4.7 [Increased Costs] and
Section 4.9 [Indemnity). 
 Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment
notice to the Administrative Agent by 1:00 p.m. at least one (1) Business Day prior to the date of prepayment of Revolving Credit Loans or no later than 11:00 a.m. on the date of prepayment of Swing Loans, setting forth the following
information: 
 (w) the date, which shall be a Business Day, on which the proposed prepayment is to be made; 

(x) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans; 

(y) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the
LIBOR Rate Option applies; and 
 (z) the total principal amount of such prepayment, which (i) with respect to Revolving
Credit Loans shall be in integral multiples of One Million and 00/100 
  

 43 







 
Dollars ($1,000,000.00) and not less than Five Million and 00/100 Dollars ($5,000,000.00) for each Borrowing Tranche to which the LIBOR Rate Option applies and in integral multiples of One
Million and 00/100 Dollars ($1,000,000.00) and not less than the lesser of Five Million and 00/100 Dollars ($5,000,000.00) or the outstanding principal amount or Revolving Credit Loans to which the Base Rate Option applies and (ii) with respect
to Swing Loans, in integral multiples of One Hundred Thousand and 00/100 Dollars ($100,000.00) and not less than the lesser of Five Hundred Thousand and 00/100 Dollars ($500,000.00) or the outstanding principal amount of the Swing Loans. 

All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with
interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as
provided in Section 3.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to
Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 4.9 [Indemnity]. 

 

	 	4.6.2	Replacement of a Lender. 


In the event any Lender (i) gives notice under Section 3.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation
under Section 4.7 [Increased Costs], or requires the Borrower to pay any additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 4.8 [Taxes], (iii) is a Defaulting Lender,
(iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 10.1 [Modifications, Amendments or Waivers] then in any such event the
Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by,
Section 10.8 [Successors and Assigns]), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that: 
 (i) the Borrower shall have paid to the Administrative Agent the assignment
fee specified in Section 10.8 [Successors and Assigns]; 
 (ii) such Lender shall have received payment of an amount equal
to the outstanding principal of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 4.9 [Indemnity])
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 
 (iii) in the case of any such assignment resulting from a claim for compensation under Section 4.7.1 [Increased Costs Generally] or payments required to be made pursuant to Section 4.8 [Taxes],
such assignment will result in a reduction in such compensation or payments thereafter; and 
  

 44 







 (iv) such assignment does not conflict with applicable Law. 

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

	 	4.7	Increased Costs. 

  

	 	4.7.1	Increased Costs Generally. 

 If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve,
special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or
the Issuing Lender; 
 (ii) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this
Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan under the LIBOR Rate Option made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (except for Indemnified
Taxes or Other Taxes covered by Section 4.8 [Taxes] and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Lender); or 

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

	 	4.7.2	Capital Requirements. 


If any Lender or the Issuing Lender determines that any Change in Law affecting such Lender or the Issuing Lender or any lending office
of such Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s

  

 45 







 
capital or on the capital of such Lender’s or the Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital adequacy), then
from time to time the Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding
company for any such reduction suffered. 
  

	 	4.7.3	Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans. 


A certificate of a Lender or the Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or the Issuing
Lender or its holding company, as the case may be, as specified in Sections 4.7.1 [Increased Costs Generally] or 4.7.2 [Capital Requirements] and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender
or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. 
  

	 	4.7.4	Delay in Requests. 


Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section 4.7 shall not
constitute a waiver of such Lender’s or the Issuing Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased
costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be
extended to include the period of retroactive effect thereof). 
  

	 	4.8	Taxes. 

  

	 	4.8.1	Payments Free of Taxes. 


Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free
and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then
(i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Lender, as the case may
be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Official Body in
accordance with applicable Law. 
  

 46 








	 	4.8.2	Payment of Other Taxes by the Borrower. 

 Without limiting the provisions of Section 4.8.1 [Payments Free of Taxes] above, the Borrower shall timely pay any Other Taxes to the relevant Official Body in accordance with applicable Law.

  

	 	4.8.3	Indemnification by the Loan Parties. 

 The Loan Parties shall indemnify the Administrative Agent, each Lender and the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or
liability delivered to the Loan Parties by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest
error. 
  

	 	4.8.4	Evidence of Payments. 


As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to an Official Body, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent. 
  

	 	4.8.5	Status of Lenders. 

 Any
Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding the submission of such documentation claiming a reduced rate of or
exemption from U.S. withholding tax, the Administrative Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its reasonable judgment it is required to do so under the due diligence
requirements imposed upon a withholding agent under § 1.1441-7(b) of the United States Income Tax Regulations. Further, the Administrative Agent is indemnified under § 1.1461-1(e) of the United States Income Tax Regulations against any
claims and demands of any Lender or assignee or participant of a Lender for the amount of any tax it deducts and withholds in 

 

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accordance with regulations under § 1441 of the Code. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting
requirements. 
 Without limiting the generality of the foregoing, in the event that the Borrower is resident for tax purposes
in the United States of America, any Foreign Lender shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: 

(i) two (2) duly completed valid originals of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which
the United States of America is a party, 
 (ii) two (2) duly completed valid originals of IRS Form W-8ECI, 

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code,
(x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) two (2) duly completed valid originals of IRS Form W-8BEN, 

(iv) any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States Federal
withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower to determine the withholding or deduction required to be made or 

(v) to the extent that any Lender is not a Foreign Lender, such Lender shall submit to the Administrative Agent two (2) originals
of an IRS Form W-9 or any other form prescribed by applicable Law demonstrating that such Lender is not a Foreign Lender. 
  

	 	4.9	Indemnity. 

 In addition
to the compensation or payments required by Section 4.7 [Increased Costs] or Section 4.8 [Taxes], the Borrower shall indemnify each Lender against all liabilities, losses or expenses (including loss of anticipated profits, any foreign
exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any
foreign exchange contract) which such Lender sustains or incurs as a consequence of any: 
 (i) payment, prepayment, conversion
or renewal of any Loan to which a LIBOR Rate Option applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or
prepayment is then due), 
  

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 (ii) attempt by the Borrower to revoke (expressly, by later inconsistent notices or
otherwise) in whole or part any Loan Requests under Section 2.4 [Revolving Credit Loan Requests] or Section 3.2 [Interest Periods] or notice relating to prepayments under Section 4.6 [Voluntary Prepayments], or 

(iii) default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or any other
Loan Document, including any failure of the Borrower to pay when due (by acceleration or otherwise) any principal, interest, Commitment Fee or any other amount due hereunder. 
 If any Lender sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount determined in good faith by such Lender (which determination may include such
assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or expense. Such notice shall set forth in reasonable detail the basis
for such determination. Such amount shall be due and payable by the Borrower to such Lender ten (10) Business Days after such notice is given. 
  

	 	4.10	Settlement Date Procedures. 

 In order to minimize the transfer of funds between the Lenders and the Administrative Agent, the Borrower may borrow, repay and reborrow Swing Loans and PNC may make Swing Loans as provided in
Section 2.1.2 [Swing Loans] hereof during the period between Settlement Dates. The Administrative Agent shall notify each Lender of its Ratable Share of the total of the Revolving Credit Loans (each a “Required Share”). On such
Settlement Date, each Lender shall pay to the Administrative Agent the amount equal to the difference between its Required Share and its Revolving Credit Loans, and the Administrative Agent shall pay to each Lender its Ratable Share of all payments
made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans. The Administrative Agent shall also effect settlement in accordance with the foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans
and may at its option effect settlement on any other Business Day. These settlement procedures are established solely as a matter of administrative convenience, and nothing contained in this Section 4.10 [Settlement Date Procedures] shall
relieve the Lenders of their obligations to fund Revolving Credit Loans on dates other than a Settlement Date pursuant to Section 2.1.1 [Revolving Credit Loans]. The Administrative Agent may at any time at its option for any reason whatsoever
require each Lender to pay immediately to the Administrative Agent such Lender’s Ratable Share of the outstanding Revolving Credit Loans and each Lender may at any time require the Administrative Agent to pay immediately to such Lender its
Ratable Share of all payments made by the Borrower to the Administrative Agent with respect to the Revolving Credit Loans. 
  

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 5        REPRESENTATIONS AND WARRANTIES

  

	 	5.1	Representations and Warranties. 

 The Loan Parties, jointly and severally, represent and warrant to the Administrative Agent and each of the Lenders as follows: 

 

	 	5.1.1	Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default. 


Each Loan Party and each Subsidiary of each Loan Party (i) is a corporation, partnership or limited liability company duly
organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct,
(iii) is duly licensed or qualified and in good standing in each jurisdiction where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary including, with
respect to each Loan Party, each jurisdiction listed on Schedule 5.1.1, (iv) has full power to enter into, execute, deliver and carry out this Agreement, the other Loan Documents to which it is a party, to incur the Indebtedness
contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party and the Note Purchase Agreements, as applicable, and to consummate the 2010 Note Purchase Agreement, and all such actions have been
duly authorized by all necessary proceedings on its part, (v) is in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 5.1.13 [Environmental Matters]) in
all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not constitute a Material Adverse Change, and (vi) has good and marketable title to or
valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on its books and records, free and clear of all Liens and encumbrances except Permitted Liens. No Event
of Default or Potential Default exists or is continuing. 
  

	 	5.1.2	Subsidiaries and Owners; Investment Companies. 

 Schedule 5.1.2 states (i) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of equity interests in such Subsidiary (the
“Subsidiary Equity Interests”), (ii) the name of each holder of an equity interest in each such Subsidiary, the amount, percentage and type of such equity interest, and (iii) any options, warrants or other rights
outstanding to purchase any such equity interests referred to in clause (i) or (iii). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Subsidiary Equity Interests it purports to own, free and clear in
each case of any Lien and all such Subsidiary Equity Interests have been validly issued, fully paid and nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be
registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or
under such “control.” 
  

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	 	5.1.3	Validity and Binding Effect. 

 This Agreement and each of the other Loan Documents (i) has been duly and validly executed and delivered by each Loan Party, and (ii) constitutes, or will constitute, legal, valid and binding
obligations of each Loan Party which is or will be a party thereto, enforceable against such Loan Party in accordance with its terms. 
  

	 	5.1.4	No Conflict; Material Agreements; Consents. 

 Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and
provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any
Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter
acquired) of any Loan Party or any of its Subsidiaries. There is no default under such material agreement (referred to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in
any organization document, or any requirement of Law which could result in a Material Adverse Change. No consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by
any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents. 
  

	 	5.1.5	Litigation. 

 Except as
disclosed on Schedule 5.1.5, there are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party or any Subsidiary of such Loan Party at law or in equity before any
Official Body which individually or in the aggregate could result in a Material Adverse Change. None of the Loan Parties or any Subsidiaries of any Loan Party is in violation of any order, writ, injunction or any decree of any Official Body which
could result in a Material Adverse Change. 
  

	 	5.1.6	Financial Statements. 


(i) Historical Statements. The Borrower has delivered to the Administrative Agent copies of its audited consolidated year-end
financial statements for and as of the end of the fiscal year ended December 31, 2009. In addition, the Borrower has delivered to the Administrative Agent copies of its unaudited consolidated interim financial statements for the fiscal year to
date and as of the end of the fiscal quarter ended June 30, 2010 (all such annual and interim statements being collectively referred to as the “Statements”). The Statements were compiled from the books and records maintained by
the Borrower’s management, are correct and complete and fairly represent the consolidated financial condition of the Borrower and its Subsidiaries as of their dates and the results of operations for the fiscal periods then ended and have been
prepared in accordance with GAAP consistently applied, subject (in the case of the interim statements) to normal year-end audit adjustments. 
  

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 (ii) Accuracy of Financial Statements. Neither the Borrower nor any Subsidiary of
the Borrower has any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any
commitments of the Borrower or any Subsidiary of the Borrower which would constitute a Material Adverse Change. Since December 31, 2009, no Material Adverse Change has occurred. 

 

	 	5.1.7	Margin Stock. 

 None of
the Loan Parties or any Subsidiaries of any Loan Party engages or intends to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or
carrying margin stock (within the meaning of Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System). No part of the proceeds of any Loan has been or will be used, immediately, incidentally or ultimately, to
purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or which is inconsistent with the provisions of the regulations of the Board of Governors of the Federal Reserve System. None
of the Loan Parties or any Subsidiary of any Loan Party holds or intends to hold margin stock in such amounts that more than twenty five percent (25%) of the reasonable value of the assets of any Loan Party or Subsidiary of any Loan Party are
or will be represented by margin stock. 
  

	 	5.1.8	Full Disclosure. 


Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other documents furnished to the
Administrative Agent or any Lender in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the
circumstances under which they were made, not misleading. There is no fact known to any Loan Party which materially adversely affects the business, property, assets, financial condition, results of operations or prospects of any Loan Party or
Subsidiary of any Loan Party which has not been set forth in this Agreement or in the certificates, statements, agreements or other documents furnished in writing to the Administrative Agent and the Lenders prior to or at the date hereof in
connection with the transactions contemplated hereby. 
  

	 	5.1.9	Taxes. 

 All federal,
state, local and other tax returns required to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments
and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are being contested in good faith by appropriate proceedings
diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made. 
  

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	 	5.1.10	Patents, Trademarks, Copyrights, Licenses, Etc. 

 Each Loan Party and each Subsidiary of each Loan Party owns or possesses all material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights
(the “Intellectual Property”) necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual
conflict with the rights of others. 
  

	 	5.1.11	Insurance. 

 The
properties of each Loan Party and each of its Subsidiaries are insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts
sufficient to insure the assets and risks of each such Loan Party and Subsidiary in accordance with prudent business practice in the industry of such Loan Parties and Subsidiaries. 

 

	 	5.1.12	ERISA Compliance. 

 (i)
Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination
letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The
Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code
has been made with respect to any Plan. 
 (ii) Except as disclosed in Schedule 5.1.12, no ERISA Event has occurred or
is reasonably expected to occur; (a) no Pension Plan has any unfunded pension liability (i.e. excess of benefit liabilities over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for
funding the Pension Plan for the applicable plan year); (b) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (c) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (d) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject
to Sections 4069 or 4212(c) of ERISA. 
  

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	 	5.1.13	Environmental Matters. 


Each Loan Party is and, to the knowledge of each respective Loan Party and each of its Subsidiaries is and has been in compliance with
applicable Environmental Laws except as disclosed on Schedule 5.1.13; provided that such matters so disclosed could not in the aggregate result in a Material Adverse Change. 

 

	 	5.1.14	Senior Debt Status. 


The Obligations of each Loan Party under this Agreement, the Notes, the Guaranty Agreements and each of the other Loan Documents to
which any Loan Party is a party do rank and will rank at least pari passu in priority of payment with all other Indebtedness of such Loan Party except Indebtedness of such Loan Party to the extent secured by Permitted Liens 

 

	 	5.1.15	Solvency. 

 Before and after
giving effect to the initial Loans hereunder, each Loan Party is Solvent. 
  

	 	5.2	Updates to Schedules. 


Should any of the information or disclosures provided on any of the Schedules attached hereto become outdated or incorrect in any
material respect, the Borrower shall promptly provide the Administrative Agent in writing with such revisions or updates to such Schedule as may be necessary or appropriate to update or correct same. No Schedule shall be deemed to have been amended,
modified or superseded by any such correction or update, nor shall any breach of warranty or representation resulting from the inaccuracy or incompleteness of any such Schedule be deemed to have been cured thereby, unless and until the Required
Lenders, in their sole and absolute discretion, shall have accepted in writing such revisions or updates to such Schedule; provided however, that the Borrower may update Schedules 5.1.1 and 5.1.2 without any Lender approval in connection with any
transaction permitted under Sections 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], 7.2.7 [Dispositions of Assets or Subsidiaries] and 7.2.9 [Subsidiaries, Partnerships and Joint Ventures]. 

6        CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT 

The obligation of each Lender to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is subject to the performance
by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions: 

 

	 	6.1	First Loans and Letters of Credit. 

  

	 	6.1.1	Deliveries. 

 On the
Closing Date, the Administrative Agent shall have received each of the following in form and substance satisfactory to the Administrative Agent: 
 (i) A certificate of the Borrower signed by an Authorized Officer, dated the Closing Date stating that the Borrower is in compliance with each of its representations, warranties, covenants and conditions
hereunder and no Event of Default or Potential Default exists and no Material Adverse Change has occurred since December 31, 2009. 
  

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 (ii) A certificate dated the Closing Date and signed by the Secretary or an Assistant
Secretary, of the Borrower, certifying as appropriate as to: (a) all action taken by the Borrower in connection with this Agreement and the other Loan Documents; (b) the names of the Authorized Officers authorized to sign the Loan
Documents and their true signatures; and (c) copies of its organizational documents as in effect on the Closing Date certified by the appropriate state official where such documents are filed in a state office together with certificates from
the appropriate state officials, dated not more than sixty (60) days prior to the Closing Date, as to the continued existence and good standing of the Borrower in (1) the Borrower’s jurisdiction of incorporation, (2) North
Carolina, (3) Vermont, (4) Kentucky, (5) Colorado and (6) California. 
 (iii) This Agreement and each of
the other Loan Documents signed by an Authorized Officer. 
 (iv) A written opinion of counsel for the Borrower, dated the
Closing Date for the benefit of the Administrative Agent and each Lender and in form and substance satisfactory to the Administrative Agent and its counsel. 
 (v) Evidence that adequate insurance required to be maintained under this Agreement is in full force and effect with additional insured special endorsements attached thereto, in form and substance
satisfactory to the Administrative Agent and its counsel naming the Administrative Agent as additional insured. 
 (vi)
Financial projections of the Borrower and its Subsidiaries for fiscal year 2010 through fiscal year 2015, in form and substance acceptable to the Administrative Agent; 
 (vii) Review of all third party due diligence reports initiated by or on behalf of the Borrower with respect to the GM Acquisition, in form and substance satisfactory to the Agent; 

(viii) Evidence, in form and substance satisfactory to the Administrative Agent, that any and all material consents necessary to permit
the effectuation of the transactions contemplated hereby and the GM Acquisition have been obtained or waived; 
 (ix) Evidence
that (i) no litigation, investigation or proceeding before or by any arbitrator or Official Body shall be continuing or threatened against the Borrower or against the officers or directors of the Borrower (A) in connection with the Loan
Documents or any of the transactions contemplated thereby and which, in the reasonable opinion of Administrative Agent, is deemed material or (B) which could, in the reasonable opinion of Administrative Agent, constitute a Material Adverse
Change; and (ii) no injunction, writ, restraining order or other order of any nature materially adverse to the Borrower or the conduct of its business or inconsistent with the due consummation of the transactions contemplated by this Agreement
shall have been issued by any Official Body; 
  

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 (x) A Lien search in acceptable scope and with results to the satisfaction of the
Administrative Agent; 
 (xi) Evidence that all necessary termination statements, release statements and other releases in
connection with all Liens (other than Permitted Liens) have been filed or satisfactory arrangements have been made for such filing (including payoff letters, if applicable); 
 (xii) Evidence of the amount and nature of all contingent liabilities of the Borrower including tax, ERISA, employee retirement benefit and other contingent liabilities as more fully set forth on
Schedule 5.1.12; and 
 (xiii) Evidence that the Existing Credit Agreement has been terminated and all outstanding
obligations thereunder have been paid. 
 (xiv) Final executed copies of all agreements, documents and instruments with respect
to the 2010 Note Purchase, as in effect on the Closing Date, all of which shall be satisfactory in form and substance to the Agent and the transactions contemplated by such documentation shall be consummated simultaneously with the making of the
initial Loan. 
 (xv) Final executed copies of the all agreements, documents and instruments with respect to the GM
Acquisition, as in effect on the Closing Date, all of which shall be satisfactory in form and substance to the Agent and the transactions contemplated by such documentation shall be consummated simultaneously with the making of the initial Loan.

 (xvi) Evidence that after giving effect to the GM Acquisition, each of: (i) the Borrower’s proforma Consolidated
EBITDA for the period equal to the twelve (12) consecutive calendar months ended June 30, 2010, shall not be less than One Hundred Thirty Million and 00/100 Dollars ($130,000,000.00); and (ii) the ratio of (a) Borrower’s
proforma Consolidated Funded Indebtedness on the Closing Date to (b) Borrower’s proforma Consolidated EBITDA for the period equal to the twelve (12) consecutive calendar months ended June 30, 2010, shall not be greater than 3.0
to 1.0. 
 (xvii) Such other documents in connection with such transactions as the Administrative Agent or its counsel may
reasonably request. 
  

	 	6.1.2	Payment of Fees. 

 The
Borrower shall have paid all fees payable on or before the Closing Date as required by this Agreement, the Administrative Agent’s Letter or any other Loan Document. 

 

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	 	6.2	Each Loan or Letter of Credit. 

 At the time of making any Loans or issuing any Letters of Credit and after giving effect to the proposed extensions of credit: (i) the representations and warranties of the Loan Parties shall then be
true and correct except (a) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (b) for purposes of this Section 6.2,
the representations and warranties contained in Sections 5.16(i) and (ii) shall be deemed to refer to the most recent statements furnished pursuant to Sections 7.3.1 and 7.3.2, respectively; (ii) no Event of Default or Potential Default
shall have occurred and be continuing; (iii) the making of the Loans or issuance, extension or increase of such Letter of Credit shall not contravene any Law applicable to any Loan Party or Subsidiary of any Loan Party or any of the Lenders;
and (iv) the Borrower shall have delivered to the Administrative Agent a duly executed and completed Loan Request or to the Issuing Lender an application for a Letter of Credit, as the case may be. 

7        COVENANTS 

The Loan Parties, jointly and severally, covenant and agree that until Payment in Full, the Loan Parties shall comply at all times with
the following covenants: 
  

	 	7.1	Affirmative Covenants. 

  

	 	7.1.1	Preservation of Existence, Etc. 

 Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain its legal existence as a corporation, partnership or limited liability company, as the case may be, and its license or
qualification and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary, except as otherwise expressly permitted in Section 7.2.5
[Liquidations, Mergers, Etc.]. 
  

	 	7.1.2	Payment of Liabilities, Including Taxes, Etc. 

 Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall
become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including
taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

  

	 	7.1.3	Maintenance of Insurance. 

 Each Loan Party shall, and shall cause each of its Subsidiaries to, insure its properties and assets against loss or damage by fire and such other insurable hazards as such assets are commonly insured
(including fire, extended coverage, property damage, workers’ compensation, public liability and business interruption insurance) and against other risks (including errors and omissions) in such amounts as similar properties and assets are
insured by 
  

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prudent companies in similar circumstances carrying on similar businesses, and with reputable and financially sound insurers, including self-insurance to the extent customary, all as reasonably
determined by the Administrative Agent. The Loan Parties shall comply with the covenants of such insurance policies. 
  

	 	7.1.4	Maintenance of Properties and Leases. 

 Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other
businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof. 

 

	 	7.1.5	Visitation Rights. 


Each Loan Party shall, and shall cause each of its Subsidiaries to, permit any of the officers or authorized employees or
representatives of the Administrative Agent or any of the Lenders to visit and inspect any of its properties and to examine and make excerpts from its books and records and discuss its business affairs, finances and accounts with its officers, all
in such detail and at such times and as often as any of the Lenders may reasonably request, provided that each Lender shall provide the Borrower and the Administrative Agent with reasonable notice prior to any visit or inspection. In the
event any Lender desires to conduct an audit of any Loan Party, such Lender shall make a reasonable effort to conduct such audit contemporaneously with any audit to be performed by the Administrative Agent. 

 

	 	7.1.6	Keeping of Records and Books of Account. 

 The Borrower shall, and shall cause each Subsidiary of the Borrower to, maintain and keep proper books of record and account which enable the Borrower and its Subsidiaries to issue financial statements in
accordance with GAAP and as otherwise required by applicable Laws of any Official Body having jurisdiction over the Borrower or any Subsidiary of the Borrower, and in which full, true and correct entries shall be made in all material respects of all
its dealings and business and financial affairs. 
  

	 	7.1.7	Compliance with Laws; Use of Proceeds. 

 Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable Laws, including all Environmental Laws, in all respects; provided that it shall not be deemed to be a
violation of this Section 7.1.7 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change. The
Loan Parties will use the Letters of Credit and the proceeds of the Loans only in accordance with Section 2.10 [Use of Proceeds] and as permitted by applicable Law. 

 

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	 	7.1.8	Further Assurances. 


Each Loan Party shall, from time to time, at its expense, do such other acts and things as the Administrative Agent in its sole
discretion may deem necessary or advisable from time to time in order to exercise and enforce its rights and remedies thereunder. 
  

	 	7.1.9	Anti-Terrorism Laws. 


None of the Loan Parties is or shall be (i) a Person with whom any Lender is restricted from doing business under Executive Order
No. 13224 or any other Anti-Terrorism Law, (ii) engaged in any business involved in making or receiving any contribution of funds, goods or services to or for the benefit of such a Person or in any transaction that evades or avoids, or has
the purpose of evading or avoiding, the prohibitions set forth in any Anti-Terrorism Law, or (iii) otherwise in violation of any Anti-Terrorism Law. The Loan Parties shall provide to the Lenders any certifications or information that a Lender
requests to confirm compliance by the Loan Parties with Anti-Terrorism Laws. 
  

	 	7.2	Negative Covenants. 

  

	 	7.2.1	Indebtedness. 

 Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, except: 
 (i) Indebtedness under the Loan Documents; 
 (ii) Existing Indebtedness as set
forth on Schedule 7.2.1 (including any extensions or renewals thereof; provided there is no increase in the amount thereof or other significant change in the terms thereof unless otherwise specified on Schedule 7.2.1;

 (iii) Indebtedness under the Note Purchase Agreements and the 2010 Note Purchase Agreement Guarantees, as the same may be
extended, renewed or refinanced; 
 (iv) Indebtedness of a Loan Party to another Loan Party which is subordinated pursuant to
the Intercompany Subordination Agreement; 
 (v) Indebtedness of a Loan Party to an Excluded Subsidiary which does not exceed
Twenty-Five Million and 00/100 Dollars ($25,000,000.00) in the aggregate for all such Indebtedness to all such Excluded Subsidiaries at any time outstanding; 
 (vi) Indebtedness incurred with respect to Purchase Money Security Interests and capitalized leases; 
 (vii) Any (a) Currency Agreement, (b) Lender Provided Interest Rate Hedge, (c) Interest Rate Hedge approved by the Administrative Agent or (d) Indebtedness under any Other Lender
Provided Financial Services Product; provided however, the Loan Parties and their Subsidiaries shall enter into any Currency Agreement, Lender Provided Interest Rate Hedge or any other Interest Rate Hedge only for hedging (rather than speculative)
purposes; 
  

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 (viii) Indebtedness of an Excluded Subsidiary to an Excluded Subsidiary; and 

(ix) Any unsecured Indebtedness not otherwise permitted in items (i) through (viii) above which does not exceed Thirty-Five
Million and 00/100 Dollars ($35,000,000.00) in the aggregate at any time outstanding. 
  

	 	7.2.2	Liens. 

 Each of the
Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Lien on any of its property or assets, tangible or intangible, now owned or hereafter acquired, or agree or become
liable to do so, except Permitted Liens. 
  

	 	7.2.3	Guaranties. 

 Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree, become or remain
directly or contingently liable upon or with respect to any obligation or liability of any other Person, except for (i) Guaranties of Indebtedness of the Loan Parties and their respective Subsidiaries permitted hereunder, (ii) Guaranties
that are in existence on the Closing Date and set forth on Schedule 7.2.3 (including any extensions or renewals thereof; provided there is no increase in the amount thereof or other significant change in the terms thereof unless otherwise
specified on Schedule 7.2.3), and (iii) any unsecured Guaranty not otherwise permitted in items (i) and (ii) above which does not exceed Ten Million and 00/100 Dollars ($10,000,000.00) in the aggregate at any time outstanding.

  

	 	7.2.4	Loan and Investments. 


Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time make or suffer to remain outstanding
any loan or advance to, or purchase, acquire or own any stock, bonds, notes or securities of, or any partnership interest (whether general or limited) or limited liability company interest in, or any other investment or interest in, or make any
capital contribution to, any other Person, or agree, become or remain liable to do any of the foregoing, except: 
 (i) trade
credit extended on usual and customary terms in the ordinary course of business; 
 (ii) advances to employees to meet expenses
incurred by such employees in the ordinary course of business; 
 (iii) Permitted Investments so long as no Potential Default
or Event of Default shall exist immediately prior to and after giving effect to such Permitted Investment; 
 (iv) loans,
advances and investments in other Loan Parties; 
  

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 (v) Permitted Acquisitions; 

(vi) in connection with the Subsidiary Restructuring; 
 (vii) loans, advances and investments by Excluded Subsidiaries in other Excluded Subsidiaries; and 
 (viii) loans, advances and investments not otherwise permitted in items (i) through (vii) above in Excluded Subsidiaries and Joint Ventures in an amount which shall not exceed Ten Million and
00/100 Dollars ($10,000,000.00) in the aggregate at any one time. 
  

	 	7.2.5	Liquidations, Mergers, Consolidations, Acquisitions. 

 Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase,
lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that 
 (i) any
Loan Party other than the Borrower may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties; 
 (ii) the Subsidiary Restructuring may be consummated; and 
 (iii) any Loan Party
or any Subsidiary of a Loan Party may acquire, whether by purchase or by merger, (A) all or substantially all of the ownership interests of another Person or (B) all or substantially all of the assets of another Person or of a business or
division of another Person (each a “Permitted Acquisition”), provided that, each of the following requirements is met: 
 (A) if a Loan Party is acquiring the ownership interests in such Person, such Person shall, unless not required by Section 7.2.8 [Subsidiaries, Partnerships and Joint Ventures], execute a Guarantor
Joinder and such other documents required by Section 10.13 [Joinder of Guarantors] and join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] within thirty (30) Business Days after the date of such
Permitted Acquisition; 
 (B) no Potential Default or Event of Default shall exist immediately prior to and after giving effect
to such Permitted Acquisition; and 
 (C) in the case of a merger or consolidation involving a Loan Party, a Loan Party shall
be the continuing and surviving entity. 
  

	 	7.2.6	Dispositions of Assets or Subsidiaries. 

 Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to make any Asset Disposition, except (i) Asset Dispositions where, (A) in the good faith opinion of the board of
directors of the Borrower, such Asset Disposition is in exchange for cash consideration having a Fair Market Value at least equal to that of the property exchanged 

 

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and is in the best interest of the Borrower (provided, however, that such determination by the board of directors of the Borrower shall not be required for Asset Dispositions of property with a
Fair Market Value of less than Five Million and 00/100 Dollars ($5,000,000.00) so long as the certificate to be delivered pursuant to Section 7.3.3 [Certificate of the Borrower] with respect to the fiscal period during which such Asset
Disposition was made contains a statement to the effect that any such Asset Disposition of property having a Fair Market Value of not less than One Million and 00/100 Dollars ($1,000,000.00) was, in the good faith opinion of an Authorized Officer of
the Borrower, as the case may be, signing such certificate, made in exchange for cash consideration having a Fair Market Value at least equal to that of the property exchanged and was in the best interests of the Borrower, (B) immediately after
giving effect to such Asset Disposition, no Event of Default or Potential Default would exist and (C) the Disposition Value of the property subject to such Asset Disposition, together with the aggregate Disposition Value of all property of the
Borrower and its Subsidiaries that was subject of an Asset Disposition during the then current fiscal year of the Borrower, would not exceed five percent (5.0%) of Consolidated Total Assets determined as of the end of the then most recently
ended fiscal year of the Borrower, and (ii) the Transfer by (A) Newco of that certain real property located at 9776 Whithorn Drive, Houston, Texas 77095, (B) GMT of two undeveloped parcels in Montgomery County, Texas 77356, identified
as 50.61 acres and 7.16 acres (John Comer Survey A-8), (C) GMT of that certain real property located at 1731 Village Center Circle, Las Vegas, Nevada 89134, (D) the Borrower of that certain real property located at 121 Gamma Drive,
Pittsburgh, Pennsylvania 15238 and (E) the Borrower of thirty-five (35) acres of excess land located at Cranberry Woods, Cranberry Township, Pennsylvania 16066. 

 

	 	7.2.7	Affiliate Transactions. 


Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with any
Affiliate of any Loan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in
the ordinary course of business upon fair and reasonable arms-length terms and conditions which are fully disclosed to the Administrative Agent and is in accordance with all applicable Law. 

 

	 	7.2.8	Subsidiaries, Partnerships and Joint Ventures. 

 Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (A) (i) any Subsidiary which has joined this
Agreement as Guarantor on the Closing Date, (ii) any Excluded Subsidiary as of the Closing Date; and (iii) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of
Guarantors] or (B) is listed as an Excluded Subsidiary on Schedule 1.1(S) pursuant to an update to such schedule provided by the Borrower to the Administrative Agent. Except as set forth in Schedule 1.1(P)(1) and as permitted
pursuant to Section 7.2.4 hereof, each of the Loan Parties shall not become or agree to become a party to a Joint Venture. 
  

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	 	7.2.9	Continuation of or Change in Business. 

 Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, engage in any business other than the development, manufacturing, sales and administration of safety products and
related items, substantially as conducted and operated by such Loan Party or Subsidiary during the present fiscal year, and such Loan Party or Subsidiary shall not permit any material change in such business. 

 

	 	7.2.10	Fiscal Year. 

 The
Borrower shall not, and shall not permit any Subsidiary of the Borrower to, change its fiscal year from the twelve month period beginning January 1 and ending December 31. 

 

	 	7.2.11	Issuance of Stock. 

 The
Borrower shall not permit any of its Subsidiaries to issue any additional shares of capital stock or any options, warrants or other rights in respect thereof. 
  

	 	7.2.12	Changes in Organizational Documents. 

 Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, amend in any respect its certificate or articles of incorporation (including any provisions or resolutions relating to
capital stock), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in the event such change would be adverse to the Lenders as
determined by the Administrative Agent in its sole discretion, without obtaining the prior written consent of the Required Lenders; provided, that Newco may amend its organizational documents in connection with the Newco Name Change to
reflect the same, so long as the Borrower provides (i) prompt notice to the Administrative Agent of such Newco Name Change, and (ii) a copy of the Newco Name Change Certificate filed with the Nevada Secretary of State and all other
filings, if any, with respect to such name change. The parties hereto agree, that upon the effective date of the Newco Name Change, any and all references to Newco in the Credit Agreement or any other Loan Document shall automatically be deemed to
be references to the name set forth in the Newco Name Change Certificate without any further action on the part of the Loan Parties or the Administrative Agent. 
  

	 	7.2.13	[Reserved]. 

  

	 	7.2.14	Minimum Fixed Charges Coverage Ratio. 

 The Loan Parties shall not, at any time, permit the Fixed Charges Coverage Ratio, calculated as of the end of each fiscal quarter for the period equal to the four (4) consecutive fiscal quarters then
ended, to be less than one hundred fifty percent (150%). 
  

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	 	7.2.15	Maximum Consolidated Indebtedness. 

 The Loan Parties shall not, at any time, permit Consolidated Indebtedness to exceed sixty percent (60%) of Consolidated Capitalization. 

 

	 	7.2.16	Maximum Leverage Ratio. 


The Loan Parties shall not, at any time, permit the Leverage Ratio to exceed the ratio set forth below for the periods specified below:

  

			
	 Four (4) Consecutive

Fiscal Quarters Ending
	  	 Ratio

		
	 Closing Date and each fiscal quarter ending date thereafter through 9/30/2011
	  	3.50 to 1.00
		
	 12/31/2011 and each fiscal quarter ending date thereafter through 9/30/2012
	  	3.25 to 1.00
		
	 12/31/2012 and each fiscal quarter ending date thereafter through 9/30/2013
	  	3.00 to 1.00
		
	 12/31/2013 and each fiscal quarter ending date thereafter
	  	2.75 to 1.00

  

	 	7.2.17	Negative Pledges. 

 Each
of the Loan Parties covenants and agrees that it shall not, and shall not permit any of its Subsidiaries to, enter into any agreement with any Person which, in any manner, whether directly or contingently, prohibits, restricts or limits the right of
any of the Loan Parties from granting any Liens to the Administrative Agent or the Lenders, except Liens permitted pursuant to Section 7.2.1 [Liens]. 
  

	 	7.2.18	Amendment, Etc. of Indebtedness. 

 Each of the Loan Parties covenants and agrees that it shall not amend, modify or change in any manner any term or condition of any Indebtedness, including, but not limited to any of the Note Purchase
Agreements, except for (a) any refinancing, refunding, renewal or extension thereof permitted by Section 7.2.1 or (b) changes and amendments which (i) do not materially and adversely affect the rights and privileges or the
interests of the Administrative Agent or any of the Lenders under the Loan Documents and (ii) do not result in covenants more restrictive than those set forth in this Agreement. 
  

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	 	7.3	Reporting Requirements. 


The Borrower will furnish or cause to be furnished to the Administrative Agent and each of the Lenders: 

 

	 	7.3.1	Quarterly Financial Statements. 

 As soon as available and in any event within forty-five (45) calendar days after the end of each of the first three (3) fiscal quarters in each fiscal year, financial statements of the Borrower,
consisting of a consolidated balance sheet as of the end of such fiscal quarter and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal quarter then ended and the fiscal year through that date, all in
reasonable detail and certified (subject to normal year-end audit adjustments) by an Authorized Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective
financial statements for the corresponding date and period in the previous fiscal year. 
  

	 	7.3.2	Annual Financial Statements. 

 As soon as available and in any event within ninety (90) days after the end of each fiscal year of the Borrower, financial statements of the Borrower consisting of a consolidated balance sheet as of
the end of such fiscal year, and related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year then ended, all in reasonable detail and setting forth in comparative form the financial statements as of the
end of and for the preceding fiscal year, and certified by independent certified public accountants of nationally recognized standing satisfactory to the Administrative Agent. The certificate or report of accountants shall be free of qualifications
(other than any consistency qualification that may result from a change in the method used to prepare the financial statements as to which such accountants concur) and shall not indicate the occurrence or existence of any event, condition or
contingency which would materially impair the prospect of payment or performance of any covenant, agreement or duty of any Loan Party under any of the Loan Documents. The Loan Parties shall deliver with such financial statements and certification by
their accountants a letter of such accountants to the Administrative Agent and the Lenders substantially to the effect that, based upon their ordinary and customary examination of the affairs of the Borrower, performed in connection with the
preparation of such consolidated financial statements, and in accordance with GAAP, they are not aware of the existence of any condition or event which constitutes an Event of Default or Potential Default or, if they are aware of such condition or
event, stating the nature thereof. 
  

	 	7.3.3	Certificate of the Borrower. 

 Concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Sections 7.3.1 [Quarterly Financial Statements] and 7.3.2 [Annual Financial
Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by an Authorized Officer of the Borrower, in the form of Exhibit 7.3.3. 

 

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	 	7.3.4	Notices 

 7.3.4.1
Default. Promptly after any officer of any Loan Party has learned of the occurrence of an Event of Default or Potential Default, a certificate signed by an Authorized Officer setting forth the details of such Event of Default or Potential
Default and the action which such Loan Party proposes to take with respect thereto. 
 7.3.4.2 Litigation. Promptly
after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which, involve a claim or series of claims which if
adversely determined would constitute a Material Adverse Change. 
 7.3.4.3 Organizational Documents. Within the time
limits set forth in Section 7.2.11 [Changes in Organizational Documents], any amendment to the organizational documents of any Loan Party. 
 7.3.4.4 Erroneous Financial Information. Immediately in the event that the Borrower or its accountants conclude or advise that any previously issued financial statement, audit report or interim
review should no longer be relied upon or that disclosure should be made or action should be taken to prevent future reliance. 

7.3.4.5 ERISA Event. Immediately upon the occurrence of any ERISA Event. 

7.3.4.6 Other Reports. Promptly upon their becoming available to the Borrower: 

(i) Annual Budget. The annual budget and any forecasts or projections of the Borrower, to be supplied not later than March 1
of the fiscal year to which any of the foregoing may be applicable; 
 (ii) Management Letters. Any reports including
management letters submitted to the Borrower by independent accountants in connection with any annual, interim or special audit; 
 (iii) SEC Reports; Shareholder Communications. Reports, including Forms 10-K, 10-Q and 8-K, registration statements and prospectuses and other shareholder communications, filed by the Borrower with
the Securities and Exchange Commission and not posted to the EDGAR website; and 
 (iv) Other Information. Such other
reports and information as any of the Lenders may from time to time reasonably request. 
  

	 	7.3.5	IFRS Reconciliations. 


Following the Borrower’s election to use IFRS in preparing the financial statements referred to herein, (i) concurrently with
any delivery of financial statements under Sections 7.3.1 or 7.3.2 hereof, deliver a reconciliation between such statements prepared using IFRS and GAAP and (ii) if requested by the Required Lenders, provide financial statements under Sections
7.3.1 and/or 7.3.2 hereof, prepared in accordance with both IFRS and GAAP. 
  

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 8        DEFAULT 

 

	 	8.1	Events of Default. 

 An
Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or effected by operation of Law): 

 

	 	8.1.1	Payments Under Loan Documents. 

 The Borrower shall fail to pay any principal of any Loan (including scheduled installments, mandatory prepayments or the payment due at maturity), Reimbursement Obligation or Letter of Credit or
Obligation or any interest on any Loan, Reimbursement Obligation or Letter of Credit Obligation or any other amount owing hereunder or under the other Loan Documents on the date on which such principal, interest or other amount becomes due in
accordance with the terms hereof or thereof; 
  

	 	8.1.2	Breach of Warranty. 


Any representation or warranty made at any time by any of the Loan Parties herein or by any of the Loan Parties in any other Loan
Document, or in any certificate, other instrument or statement furnished pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any material respect as of the time it was made or furnished; 

 

	 	8.1.3	Breach of Negative Covenants or Visitation Rights. 

 Any of the Loan Parties shall default in the observance or performance of any covenant contained in Section 7.1.5 [Visitation Rights] or Section 7.2 [Negative Covenants]; 

 

	 	8.1.4	Breach of Other Covenants. 

 Any of the Loan Parties shall default in the observance or performance of any other covenant, condition or provision hereof or of any other Loan Document and such default shall continue unremedied for a
period of ten (10) Business Days; 
  

	 	8.1.5	Material Adverse Change. 


The Administrative Agent has determined (which determination shall be conclusive) that a Material Adverse Change has occurred or that
the prospect of payment or performance of any covenant, agreement or duty under this Agreement, the Notes or the other Loan Documents is impaired; 
  

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	 	8.1.6	Defaults in Other Agreements or Indebtedness. 

 A default or event of default shall occur at any time under: (a) the terms of any other agreement involving borrowed money or the extension of credit or any other Indebtedness under which any Loan
Party or Subsidiary of any Loan Party may be obligated as a borrower or guarantor in excess of Ten Million and 00/100 Dollars ($10,000,000.00) in the aggregate, and such breach, default or event of default consists of the failure to pay (beyond any
period of grace permitted with respect thereto, whether waived or not) any Indebtedness when due (whether at stated maturity, by acceleration or otherwise) or if such breach or default permits or causes the acceleration of any Indebtedness (whether
or not such right shall have been waived) or the termination of any commitment to lend, or (b) any Lender Provided Interest Rate Hedge; 
  

	 	8.1.7	Final Judgments or Orders. 

 Any final judgments or orders for the payment of money in excess of Twenty-Five Million and 00/100 Dollars ($25,000,000.00) in the aggregate shall be entered against any Loan Party by a court having
jurisdiction in the premises, which judgment is not discharged, vacated, bonded or stayed pending appeal within a period of thirty (30) days from the date of entry; 

 

	 	8.1.8	Loan Document Unenforceable. 

 Any of the Loan Documents shall cease to be legal, valid and binding agreements enforceable against the party executing the same or such party’s successors and assigns (as permitted under the Loan
Documents) in accordance with the respective terms thereof or shall in any way be terminated (except in accordance with its terms) or become or be declared ineffective or inoperative or shall in any way be challenged or contested or cease to give or
provide the respective Liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; 
  

	 	8.1.9	Uninsured Losses; Proceedings Against Assets. 

 Any of the Loan Parties’ or any of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver,
trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter; 
  

	 	8.1.10	Events Relating to Plans and Benefit Arrangements. 

 (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC which could result in a Material Adverse Change, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan which could result in a Material Adverse Change; 
  

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	 	8.1.11	Change of Control. 

 Any
Person or group of Persons (within the meaning of Sections 13(d) or 14(a) of the Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership of (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission under said Act) fifty percent (50%) or more of the issued and outstanding voting capital stock of the Borrower; 
  

	 	8.1.12	Relief Proceedings. 


(i) A Relief Proceeding shall have been instituted against any Loan Party or Subsidiary of a Loan Party and such Relief Proceeding shall
remain undismissed and in effect for a period of thirty (30) consecutive days or such court shall enter a decree or order granting any of the relief sought in such Relief Proceeding, (ii) any Loan Party or Subsidiary of a Loan Party
institutes, or takes any action in furtherance of, a Relief Proceeding, or (iii) any Loan Party or any Subsidiary of a Loan Party ceases to be solvent or admits in writing its inability to pay its debts as they mature or ceases operation of its
present business. 
  

	 	8.2	Consequences of Event of Default. 

  

	 	8.2.1	Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. 


If an Event of Default specified under Sections 8.1.1 through 8.1.11 shall occur and be continuing, the Lenders and the
Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, and upon the request of the Required Lenders, shall (i) by
written notice to the Borrower, declare the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be forthwith
due and payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby
expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations, an amount equal to one hundred five percent
(105%) of the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and
the Lenders a security interest in, all such cash as security for such Obligations; and 
  

	 	8.2.2	Bankruptcy, Insolvency or Reorganization Proceedings. 

 If an Event of Default specified under Section 8.1.12 [Relief Proceedings] shall occur, the Lenders shall be under no further obligations to make Loans hereunder and the Issuing Lender shall be under
no obligation to issue Letters of Credit and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder shall be
immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and 
  

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	 	8.2.3	Set-off. 

 If an Event
of Default shall have occurred and be continuing, each Lender, the Issuing Lender, and each of their respective Affiliates and any participant of such Lender or Affiliate which has agreed in writing to be bound by the provisions of Section 4.3
[Sharing of Payments] is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Lender or any such Affiliate or participant to or for the credit or the account of any Loan Party against any and all of the
Obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Lender, Affiliate or participant, irrespective of whether or not such Lender, Issuing Lender, Affiliate or
participant shall have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing
Lender different from the branch or office holding such deposit or obligated on such Indebtedness. The rights of each Lender, the Issuing Lender and their respective Affiliates and participants under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the Issuing Lender or their respective Affiliates and participants may have. Each Lender and the Issuing Lender agrees to notify the Borrower and the Administrative Agent promptly after
any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application; and 
  

	 	8.2.4	Suits, Actions, Proceedings. 

 If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of the Loans pursuant to any of the foregoing provisions of this
Section 8.2, the Administrative Agent or any Lender, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become
due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Administrative Agent or such Lender; and 
  

	 	8.2.5	Application of Proceeds. 


From and after the date on which the Administrative Agent has taken any action pursuant to this Section 8.2 and until all
Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from the exercise of any remedy by the Administrative Agent, shall be applied as follows: 

(i) first, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including
reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with the collection of any Obligations of any of the Loan Parties under any of the Loan Documents; 

 

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 (ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to
the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge, Other Lender Provided Financial Services Obligations or any Currency Agreement
provided by a Lender, whether of principal, interest, fees, expenses or otherwise and to cash collateralize the Letter of Credit Obligations, in such manner as the Administrative Agent may determine in its discretion; and 

(iii) the balance, if any, as required by Law. 
 9        THE ADMINISTRATIVE AGENT 
  

	 	9.1	Appointment and Authority. 

 Each of the Lenders and the Issuing Lender hereby irrevocably appoints PNC to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this
Article 9 are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. 

 

	 	9.2	Rights as a Lender. 

 The
Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits
from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders. 
  

	 	9.3	Exculpatory Provisions. 


The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, the Administrative Agent: 
 (a) shall not be subject to any
fiduciary or other implied duties, regardless of whether a Potential Default or Event of Default has occurred and is continuing; 
  

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 (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of
the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the
Administrative Agent to liability or that is contrary to any Loan Document or applicable Law; and 
 (c) shall not, except as
expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any capacity. 
 The Administrative Agent shall not be
liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Sections 10.1 [Modifications, Amendments or Waivers] and 8.2 [Consequences of Event of Default]) or (ii) in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Potential Default or Event of Default unless and until notice describing such Potential Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or
the Issuing Lender. 
 The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Potential Default or Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 6 [Conditions of Lending and Issuance of
Letters of Credit] or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
  

	 	9.4	Reliance by Administrative Agent. 

 The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon
any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the
issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may 

 

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presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender
prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
  

	 	9.5	Delegation of Duties. 


The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article 9 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. 
  

	 	9.6	Resignation of Administrative Agent. 

 The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Lender and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have
the right, with approval from the Borrower (so long as no Event of Default has occurred and is continuing), to appoint a successor, such approval not to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing
Lender, appoint a successor Administrative Agent; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)
and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Lender directly, until such time as the Required Lenders appoint
a successor Administrative Agent as provided for above in this Section 9.6. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section 9.6). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
the retiring Administrative 
  

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Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article 9 and Section 10.3 [Expenses; Indemnity; Damage Waiver] shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

 If PNC resigns as Administrative Agent under this Section 9.6, PNC shall also resign as an Issuing Lender. Upon the
appointment of a successor Administrative Agent hereunder, such successor shall (i) succeed to all of the rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Administrative Agent and PNC shall be discharged from all
of its respective duties and obligations as Issuing Lender and Administrative Agent under the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit issued by PNC, if any, outstanding at the time of such
succession or make other arrangement satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of Credit. 
  

	 	9.7	Non-Reliance on Administrative Agent and Other Lenders. 

 Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 
  

	 	9.8	No Other Duties, etc. 


Anything herein to the contrary notwithstanding, the lead arranger and syndication agent listed on the cover page hereof shall not have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents. 
  

	 	9.9	Administrative Agent’s Fee. 

 The Borrower shall pay to the Administrative Agent a nonrefundable fee (the “Administrative Agent’s Fee”) under the terms of a letter (the “Administrative Agent’s
Letter”) between the Borrower and Administrative Agent, as amended from time to time. 
  

	 	9.10	Authorization to Release Guarantors. 

 The Lenders and Issuing Lenders authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or
otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under Section 7.2.6 [Disposition of Assets or Subsidiaries] or 7.2.5 [Liquidations, Mergers, Consolidations,
Acquisitions]. 
  

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	 	9.11	No Reliance on Administrative Agent’s Customer Identification Program. 


Each Lender acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or assignees, may rely on the
Administrative Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations
thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or
in connection with any of the Loan Parties, their Affiliates or their agents, the Loan Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons
with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other Laws. 
 10        MISCELLANEOUS 
  

	 	10.1	Modifications, Amendments or Waivers. 

 With the written consent of the Required Lenders, the Administrative Agent, acting on behalf of all the Lenders, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written
agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Lenders or the Loan Parties hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such
agreement, waiver or consent made with such written consent shall be effective to bind all the Lenders and the Loan Parties; provided, that no such agreement, waiver or consent may be made which will: 

 

	 	10.1.1	Increase of Commitment. 


Increase the amount of the Revolving Credit Commitment of any Lender hereunder without the consent of such Lender; 

 

	 	10.1.2	Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. 


Whether or not any Loans are outstanding, extend the Expiration Date or the time for payment of principal or interest of any Loan
(excluding the due date of any mandatory prepayment of a Loan), the Commitment Fee or any other fee payable to any Lender, or reduce the principal amount of or the rate of interest borne by any Loan or reduce the Commitment Fee or any other fee
payable to any Lender, the Commitment Fee or any other fee payable to any Lender, without the consent of each Lender directly affected thereby; 
  

	 	10.1.3	Release of Guarantor. 


Release any Guarantor from its Obligations under the Guaranty Agreement without the consent of all Lenders (other than any Defaulting
Lender); or 
  

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	 	10.1.4	Miscellaneous. 

 Amend
Section 4.2 [Pro Rata Treatment of Lenders], 9.3 [Exculpatory Provisions, Etc.] or 4.3 [Sharing of Payments by Lenders] or this Section 10.1, alter any provision regarding the pro rata treatment of the Lenders or requiring all Lenders to
authorize the taking of any action or reduce any percentage specified in the definition of Required Lenders, in each case without the consent of all of the Lenders (other than any Defaulting Lender); 

provided that no agreement, waiver or consent which would modify the interests, rights or obligations of the Administrative Agent or the Issuing
Lender may be made without the written consent of such Administrative Agent or Issuing Lender, as applicable, and provided, further that, if in connection with any proposed waiver, amendment or modification referred to in Sections
10.1.1 through 10.1.4 above, the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each a “Non-Consenting Lender”), then the Borrower shall
have the right to replace any such Non-Consenting Lender with one or more replacement Lenders pursuant to Section 4.6.2 [Replacement of a Lender]. 
  

	 	10.2	No Implied Waivers; Cumulative Remedies. 

 No course of dealing and no delay or failure of the Administrative Agent or any Lender in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any
other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Administrative
Agent and the Lenders under this Agreement and any other Loan Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have. 
  

	 	10.3	Expenses; Indemnity; Damage Waiver. 

  

	 	10.3.1	Costs and Expenses. 


The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including
the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the syndication of
the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder, (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or
the Issuing Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the Issuing Lender, in connection with the enforcement or protection of its rights (A) in connection with
this 
  

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Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent’s regular employees and agents
engaged periodically to perform audits of the Loan Parties’ books, records and business properties. 
  

	 	10.3.2	Indemnification by the Borrower. 

 The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing 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), and shall
indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or
any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance or
non-performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the Issuing Lender 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) breach of representations, warranties or covenants of the Borrower under the Loan Documents, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, including any such items
or losses relating to or arising under Environmental Laws or pertaining to environmental matters, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, 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 (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction. 
  

	 	10.3.3	Reimbursement by Lenders. 

 To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Sections 10.3.1 [Costs and Expenses] or 10.3.2 [Indemnification by the Borrower] to be paid by it to the
Administrative Agent (or any sub-agent thereof), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender or such Related Party, as
the case may be, such Lender’s Ratable Share (determined as of the time that the applicable 
  

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unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such
sub-agent) or Issuing Lender in connection with such capacity. 
  

	 	10.3.4	Waiver of Consequential Damages, Etc. 

 To the fullest extent permitted by applicable Law, no party hereto shall assert, and each party hereto 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, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in Section 10.3.2 [Indemnification by Borrower] shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby
or thereby. 
  

	 	10.3.5	Payments. 

 All amounts
due under this Section shall be payable not later than ten (10) days after demand therefor. 
  

	 	10.4	Holidays. 

 Whenever
payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such payment shall be due on the next Business Day (except as provided in Section 3.2 [Interest Periods]) and such extension of time shall be
included in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Expiration Date if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than
payment of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees,
if any, in connection with such payment or action. 
  

	 	10.5	Notices; Effectiveness; Electronic Communication. 

  

	 	10.5.1	Notices Generally. 


Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in
Section 10.5.2 [Electronic Communications]), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier
(i) if to a Lender, to it at its address set forth in its administrative questionnaire, or (ii) if to any other Person, to it at its address set forth on Schedule 1.1(B). 
  

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 Notices sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 10.5.2 [Electronic Communications], shall be effective as provided in such Section.

  

	 	10.5.2	Electronic Communications. 

 Notices and other communications to the Lenders and the Issuing Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender if such Lender or the Issuing Lender, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement);
provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the
recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor. 
  

	 	10.5.3	Change of Address, Etc. 


Any party hereto may change its e-mail address, address or telecopier number for notices and other communications hereunder by notice to
the other parties hereto. 
  

	 	10.6	Severability. 

 The
provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. 

 

	 	10.7	Duration; Survival. 

 All
representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and
agreements of the 
  

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Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in the Notes, Section 4
[Payments] and Section 10.3 [Expenses; Indemnity; Damage Waiver], shall survive Payment In Full. All other covenants and agreements of the Loan Parties shall continue in full force and effect from and after the date hereof and until Payment In
Full. 
  

	 	10.8	Successors and Assigns. 

  

	 	10.8.1	Successors and Assigns Generally. 

 The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor
any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.8.2 [Assignments by Lenders], (ii) by way of participation in accordance with the provisions of Section 10.8.4 [Participations], or
(iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.8.6 [Certain Pledges; Successors and Assigns Generally] (and any other attempted assignment or transfer by any party hereto shall be null
and void); provided, however, no Lender may assign or otherwise transfer any of its rights or obligations hereunder to a Foreign Lender without the prior consent of the Borrower (such consent to not be unreasonably withheld, conditioned or delayed).
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, Participants to the extent provided in Section 10.8.4
[Participations] and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

 

	 	10.8.2	Assignments by Lenders. 


Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions: 
 (i) Minimum Amounts. 
 (A) in the case of an assignment of the entire
remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in clause (i)(A) of this Section 10.8.2, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Assumption Agreement with respect to such 
  

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assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date) shall not be less than Five
Million and 00/100 Dollars ($5,000,000.00), in the case of any assignment in respect of the Revolving Credit Commitment of the assigning Lender, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed). 
 (ii)
Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned.

 (iii) Required Consents. No consent shall be required for any assignment except for the consent of the Administrative
Agent (which shall not be unreasonably withheld or delayed) and: 
 (A) the consent of the Borrower (such consent not to be
unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided
that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and 

(B) the consent of the Issuing Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment
that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding). 
 (iv) Assignment and Assumption Agreement. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and
recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) (provided that no such fee shall be payable in connection with an assignment from a Lender to an Affiliate of such Lender), and the assignee, if it is not a Lender, shall
deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent. 
 (v) No
Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries. 
 (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.8.3 [Register], from and after the effective date specified in each Assignment and Assumption Agreement,
the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption

  

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Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits
of Sections 3.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available], 4.7 [Increased Costs; Indemnity], and 10.3 [Expenses, Indemnity; Damage Waiver] with respect to facts and circumstances occurring prior to the
effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.8.2 shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 10.8.4 [Participations]. 
  

	 	10.8.3	Register. 

 The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a record of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the
terms hereof from time to time. Such register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is in such register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. Such register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

 

	 	10.8.4	Participations. 

 Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders,
Issuing Lender 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 with respect
to Sections 10.1.1 [Increase of Commitment, Etc.], 10.1.2 [Extension of Payment, Etc.], or 10.1.3 [Release of Guarantor]). Subject to Section 10.8.5 [Limitations upon Participant Rights Successors and Assigns Generally], the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 3.4 [LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available] and 4.7 [Increased Costs; Indemnity] to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to Section 10.8.2 [Assignments by Lenders]. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 8.2.3 [Setoff] as though it were a Lender;
provided such Participant agrees to be subject to Section 4.3 [Sharing of Payments by Lenders] as though it were a Lender. 
  

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	 	10.8.5	Limitations upon Participant Rights Successors and Assigns Generally. 

 A Participant shall not be entitled to receive any greater payment under Sections 4.7 [Increased Costs], 4.8 [Taxes] or 10.3 [ Expenses; Indemnity; Damage Waiver] than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 4.8 [Taxes] unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with
Section 4.8.5 [Status of Lenders] as though it were a Lender. 
  

	 	10.8.6	Certain Pledges; Successors and Assigns Generally. 

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

 

	 	10.9	Confidentiality. 

  

	 	10.9.1	General. 

 Each of the
Administrative Agent, the Lenders and the Issuing Lender agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent
required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (vii) with the consent of the Borrower, or (viii) to the extent such Information (Y) becomes publicly available other than as a result of a breach of this Section or (Z) becomes available to the
Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower or other Loan Parties. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to 
  

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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. 
  

	 	10.9.2	Sharing Information With Affiliates of the Lenders. 

 Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection
with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its
Subsidiaries pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 10.9.1 [General]. 
  

	 	10.10	Counterparts; Integration; Effectiveness. 

  

	 	10.10.1	Counterparts; Integration; Effectiveness. 

 This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof including any prior confidentiality agreements and commitments. Except as provided in Section 6 [Conditions Of
Lending And Issuance Of Letters Of Credit], this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear
the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement. 

 

	 	10.11	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. 


 

	 	10.11.1	Governing Law. 

 This
Agreement shall be deemed to be a contract under the Laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. Each Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of the International Standby Practices (ICC
Publication Number 590) (“ISP98”), as determined by the Issuing Lender and in each case to the extent not inconsistent therewith, the Laws of the Commonwealth of Pennsylvania without regard to is conflict of laws principles.

  

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	 	10.11.2	SUBMISSION TO JURISDICTION. 

 THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA SITTING IN
ALLEGHENY COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN DISTRICT OF PENNSYLVANIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH PENNSYLVANIA STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN
ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
  

	 	10.11.3	WAIVER OF VENUE. 

 THE
BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS SECTION 10.11. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO
THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE. 
  

	 	10.11.4	SERVICE OF PROCESS. 


EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.5 [NOTICES;
EFFECTIVENESS; ELECTRONIC COMMUNICATION]. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

 

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	 	10.11.5	WAIVER OF JURY TRIAL. 


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

 

	 	10.12	USA Patriot Act Notice. 


Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies Loan Parties that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of Loan Parties and other
information that will allow such Lender or Administrative Agent, as applicable, to identify the Loan Parties in accordance with the USA Patriot Act. 
  

	 	10.13	Joinder of Guarantors. 


Any Subsidiary of any Loan Party which is required to join this Agreement as a Guarantor pursuant to Section 7.2.8 [Subsidiaries,
Partnerships and Joint Ventures] and which has not yet done so shall execute and deliver to the Administrative Agent (i) a Guarantor Joinder in substantially the form attached hereto as Exhibit 1.1(G)(1) pursuant to which it shall join
as a Guarantor each of the documents to which the Guarantors are parties; and (ii) documents in the forms described in Section 6.1 [First Loans and Letters of Credit] modified as appropriate to relate to such Subsidiary. The Loan Parties
shall deliver such Guarantor Joinder and related documents to the Administrative Agent within thirty (30) Business Days after the date of (a) the filing of such Subsidiary’s articles of incorporation if the Subsidiary is a
corporation, (b) the filing of its certificate of limited partnership if it is a limited partnership or (c) if it is an entity other than a limited partnership or corporation, its organization. 

[INTENTIONALLY LEFT BLANK] 
  

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 IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have
executed this Agreement the day and year first above written. 
  

							
		 		 	BORROWER:
			
	WITNESS:	 		 	MINE SAFETY APPLIANCES COMPANY
				
	  
	 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
		 		 	GUARANTORS:
			
	WITNESS:	 		 	GENERAL MONITORS TRANSNATIONAL, LLC
				
	  
	 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

			
	WITNESS:	 		 	FIFTY ACQUISITION CORP.
				
	  
	 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  









			
	AGENTS AND LENDERS:
	
	PNC BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent
		
	By:	 	  

	Name:	 	  

	Title:	 	  










			
	JPMORGAN CHASE BANK, N.A., as a Lender and as Syndication Agent
		
	By:	 	  

	Name:	 	  

	Title:	 	  










			
	FIRST COMMONWEALTH BANK, as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  










			
	THE HUNTINGTON NATIONAL BANK, as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  










			
	FIRST NIAGARA BANK, N.A., as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  










			
	SOVEREIGN BANK, as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  










			
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	  

	Name:	 	  

	Title: