Credit Agreement



 Exhibit 10.1 

 
  

 
 EXECUTION VERSION

 Published CUSIP Number: 68609JAA8 
 CREDIT AGREEMENT 
 Dated as of January 14, 2011 

among 

O’REILLY AUTOMOTIVE, INC., 
 as the Borrower, 
 BANK OF AMERICA, N.A., 

as Administrative Agent, Swing Line Lender 
 L/C Issuer and a Lender, 
 and 

The Other Lenders Party Hereto 
 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 
 and 

BARCLAYS CAPITAL 
 as 
 Joint Lead Arrangers and Joint Book Managers 

and 
 BARCLAYS
CAPITAL, 
 as Syndication Agent 
 JPMORGAN CHASE BANK, N.A., 
 US BANK, NATIONAL ASSOCIATION 

and 
 WELLS
FARGO BANK, NATIONAL ASSOCIATION 
 as Co-Documentation Agents 

 
  

 







 TABLE OF CONTENTS 

 

							
	 Section
	 	 	  	Page	 
			
	ARTICLE I.	 	 DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	  
			
	 1.01
	 	Defined Terms	  	 	1	  
	 1.02
	 	Other Interpretive Provisions	  	 	23	  
	 1.03
	 	Accounting Terms	  	 	23	  
	 1.04
	 	Rounding	  	 	24	  
	 1.05
	 	Times of Day	  	 	24	  
	 1.06
	 	Letter of Credit Amounts	  	 	24	  
	 1.07
	 	Adjustments for Acquisitions and Dispositions	  	 	24	  
			
	ARTICLE II.	 	 THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	25	  
			
	 2.01
	 	Committed Loans	  	 	25	  
	 2.02
	 	Borrowings, Conversions and Continuations of Committed Loans	  	 	25	  
	 2.03
	 	Letters of Credit	  	 	27	  
	 2.04
	 	Swing Line Loans	  	 	35	  
	 2.05
	 	Prepayments	  	 	38	  
	 2.06
	 	Termination or Reduction of Commitments	  	 	39	  
	 2.07
	 	Repayment of Loans	  	 	40	  
	 2.08
	 	Interest	  	 	40	  
	 2.09
	 	Fees	  	 	41	  
	 2.10
	 	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	41	  
	 2.11
	 	Evidence of Debt	  	 	42	  
	 2.12
	 	Payments Generally; Administrative Agent’s Clawback	  	 	42	  
	 2.13
	 	Sharing of Payments by Lenders	  	 	44	  
	 2.14
	 	Increase in Commitments	  	 	45	  
	 2.15
	 	Cash Collateral	  	 	46	  
	 2.16
	 	Defaulting Lenders	  	 	48	  
			
	ARTICLE III.	 	 TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	50	  
			
	 3.01
	 	Taxes	  	 	50	  
	 3.02
	 	Illegality	  	 	53	  
	 3.03
	 	Inability to Determine Rates	  	 	54	  
	 3.04
	 	Increased Costs; Reserves on Eurodollar Rate Loans	  	 	54	  
	 3.05
	 	Compensation for Losses	  	 	56	  
	 3.06
	 	Mitigation Obligations; Replacement of Lenders	  	 	57	  
	 3.07
	 	Survival	  	 	57	  
			
	ARTICLE IV.	 	 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	57	  
			
	 4.01
	 	Conditions of Initial Credit Extension	  	 	57	  
	 4.02
	 	Conditions to all Credit Extensions	  	 	59	  
			
	ARTICLE V.	 	 REPRESENTATIONS AND WARRANTIES
	  	 	60	  


  
 i 








  

							
	 5.01
	 	Existence, Qualification and Power	  	 	60	  
	 5.02
	 	Authorization; No Contravention	  	 	60	  
	 5.03
	 	Governmental Authorization; Other Consents	  	 	60	  
	 5.04
	 	Binding Effect	  	 	61	  
	 5.05
	 	Financial Statements; No Material Adverse Effect	  	 	61	  
	 5.06
	 	Litigation	  	 	61	  
	 5.07
	 	No Default	  	 	62	  
	 5.08
	 	Ownership of Property; Liens	  	 	62	  
	 5.09
	 	Environmental Compliance	  	 	62	  
	 5.10
	 	Insurance	  	 	62	  
	 5.11
	 	Taxes	  	 	62	  
	 5.12
	 	ERISA Compliance	  	 	62	  
	 5.13
	 	Subsidiaries; Equity Interests	  	 	63	  
	 5.14
	 	Margin Regulations; Investment Company Act	  	 	64	  
	 5.15
	 	Disclosure	  	 	64	  
	 5.16
	 	Compliance with Laws	  	 	64	  
	 5.17
	 	Taxpayer Identification Number	  	 	64	  
	 5.18
	 	Intellectual Property; Licenses, Etc	  	 	64	  
			
	ARTICLE VI.	 	 AFFIRMATIVE COVENANTS
	  	 	65	  
			
	 6.01
	 	Financial Statements	  	 	65	  
	 6.02
	 	Certificates; Other Information	  	 	66	  
	 6.03
	 	Notices	  	 	67	  
	 6.04
	 	Payment of Obligations	  	 	68	  
	 6.05
	 	Preservation of Existence, Etc	  	 	68	  
	 6.06
	 	Maintenance of Properties	  	 	68	  
	 6.07
	 	Maintenance of Insurance	  	 	69	  
	 6.08
	 	Compliance with Laws	  	 	69	  
	 6.09
	 	Books and Records	  	 	69	  
	 6.10
	 	Inspection Rights	  	 	69	  
	 6.11
	 	Use of Proceeds	  	 	70	  
	 6.12
	 	Additional Guarantors	  	 	70	  
			
	ARTICLE VII.	 	 NEGATIVE COVENANTS
	  	 	70	  
			
	 7.01
	 	Liens	  	 	70	  
	 7.02
	 	Investments	  	 	71	  
	 7.03
	 	Indebtedness	  	 	73	  
	 7.04
	 	Fundamental Changes	  	 	74	  
	 7.05
	 	Dispositions	  	 	74	  
	 7.06
	 	Change in Nature of Business	  	 	75	  
	 7.07
	 	Transactions with Affiliates	  	 	75	  
	 7.08
	 	Burdensome Agreements	  	 	75	  
	 7.09
	 	Use of Proceeds	  	 	76	  
	 7.10
	 	Financial Covenants	  	 	76	  
			
	ARTICLE VIII.	 	 EVENTS OF DEFAULT AND REMEDIES
	  	 	76	  


  
 ii 









  

							
	 8.01
	  	Events of Default	  	 	76	  
	 8.02
	  	Remedies Upon Event of Default	  	 	78	  
	 8.03
	  	Application of Funds	  	 	79	  
			
	ARTICLE IX.	  	 ADMINISTRATIVE AGENT
	  	 	80	  
			
	 9.01
	  	Appointment and Authority	  	 	80	  
	 9.02
	  	Rights as a Lender	  	 	80	  
	 9.03
	  	Exculpatory Provisions	  	 	81	  
	 9.04
	  	Reliance by Administrative Agent	  	 	82	  
	 9.05
	  	Delegation of Duties	  	 	82	  
	 9.06
	  	Resignation of Administrative Agent	  	 	82	  
	 9.07
	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	83	  
	 9.08
	  	No Other Duties, Etc	  	 	83	  
	 9.09
	  	Administrative Agent May File Proofs of Claim	  	 	84	  
	 9.10
	  	Collateral and Guaranty Matters	  	 	84	  
	 9.11
	  	Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements	  	 	85	  
			
	ARTICLE X.	  	 MISCELLANEOUS
	  	 	85	  
			
	 10.01
	  	Amendments, Etc	  	 	85	  
	 10.02
	  	Notices; Effectiveness; Electronic Communication	  	 	87	  
	 10.03
	  	No Waiver; Cumulative Remedies; Enforcement	  	 	89	  
	 10.04
	  	Expenses; Indemnity; Damage Waiver	  	 	90	  
	 10.05
	  	Payments Set Aside	  	 	92	  
	 10.06
	  	Successors and Assigns	  	 	92	  
	 10.07
	  	Treatment of Certain Information; Confidentiality	  	 	97	  
	 10.08
	  	Right of Setoff	  	 	98	  
	 10.09
	  	Interest Rate Limitation	  	 	98	  
	 10.10
	  	Counterparts; Integration; Effectiveness	  	 	99	  
	 10.11
	  	Survival of Representations and Warranties	  	 	99	  
	 10.12
	  	Severability	  	 	99	  
	 10.13
	  	Replacement of Lenders	  	 	100	  
	 10.14
	  	Governing Law; Jurisdiction; Etc.	  	 	100	  
	 10.15
	  	Waiver of Jury Trial	  	 	101	  
	 10.16
	  	No Advisory or Fiduciary Responsibility	  	 	102	  
	 10.17
	  	Electronic Execution of Assignments and Certain Other Documents	  	 	102	  
	 10.18
	  	USA PATRIOT Act	  	 	102	  
		
	 SIGNATURES
	  	 	S-1	  


  
 iii









  

			
	SCHEDULES
		
	 1.01(a)
	 	Existing Letters of Credit
	 1.01(b)
	 	Immaterial Subsidiaries
	 2.01
	 	Commitments and Applicable Percentages
	 5.06
	 	Litigation
	 5.12(c)
	 	ERISA Matters
	 5.12(d)
	 	Pension Plans
	 5.13
	 	Subsidiaries; Other Equity Investments
	 7.01
	 	Existing Liens
	 7.03
	 	Existing Indebtedness
	 10.02
	 	Administrative Agent’s Office; Certain Addresses for Notices
		
	EXHIBITS	 	
		
		 	Form of
		
	 A
	 	Committed Loan Notice
	 B
	 	Swing Line Loan Notice
	 C
	 	Note
	 D
	 	Compliance Certificate
	 E-1
	 	Assignment and Assumption
	 E-2
	 	Administrative Questionnaire
	 F
	 	Guaranty


  
 iv 









 CREDIT AGREEMENT 

This CREDIT AGREEMENT (“Agreement”) is entered into as of January 14, 2011, among O’REILLY AUTOMOTIVE, INC., a
Missouri corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer. 
 The Borrower has requested that the Lenders provide a revolving credit facility, and the
Lenders are willing to do so on the terms and conditions set forth herein. 
 In consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows: 
 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

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

 “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent. 
 “Administrative Agent’s Office” means the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or
any other form approved by the Administrative Agent. 
 “Affiliate” means, with respect to any Person, another
Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Aggregate Commitments” means the Commitments of all the Lenders. 

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







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

															
	 Applicable Rate
	 
	 Pricing Level
	  	 Debt Ratings

S&P/Moody’s
	  	Facility Fee	 	 	Eurodollar Rate +
Letters of
Credit	 	 	Base Rate	 
	 1
	  	3 BBB+/Baa1	  	 	0.175	% 	 	 	1.325	% 	 	 	0.325	% 
	 2
	  	BBB/Baa2	  	 	0.225	% 	 	 	1.525	% 	 	 	0.525	% 
	 3
	  	BBB-/Baa3	  	 	0.300	% 	 	 	1.700	% 	 	 	0.700	% 
	 4
	  	BB+/Ba1	  	 	0.400	% 	 	 	2.100	% 	 	 	1.100	% 
	 5
	  	< BB+/Ba1	  	 	0.500	% 	 	 	2.500	% 	 	 	1.500	% 


“Debt Rating” means, as of any date of determination, the rating as determined by either S&P or
Moody’s (collectively, the “Debt Ratings”) of the Borrower’s non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the respective Debt Ratings issued by the foregoing rating agencies differ
by one level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if there is a split in Debt Ratings
of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Borrower has only one Debt Rating, the Pricing Level for such Debt Rating shall apply; and
(d) if the Borrower does not have any Debt Rating, then Pricing Level 5 shall apply. 
 Initially, the Applicable Rate shall be determined
based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the
case of an upgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next change in Applicable Rate and, in the case of a downgrade, during the period
commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next change in Applicable Rate. 
 “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender. 
 “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor. 
 “Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit
E-1 or any other form approved by the Administrative Agent. 
 “Attributable Indebtedness” means, on any
date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person 

  
 2 








 
prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease or
other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a capital lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the
fiscal year ended December 31, 2009, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto. 

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity
Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit
Extensions pursuant to Section 8.02. 
 “Bank of America” means Bank of America, N.A. and its
successors. 
 “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime
rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 

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

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

“Borrower” has the meaning specified in the introductory paragraph hereto. 

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

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to
close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day. 

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the
Administrative Agent, L/C Issuer or Swing Line Lender (as 

  
 3 








 
applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the
context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance
satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash
collateral and other credit support. 
 “Cash Management Agreement” means any agreement that is not prohibited
by the terms hereof to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements. 

“Cash Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a
Loan Party, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party, in each case in its capacity as a party to such Cash Management
Agreement. 
 “Change in Law” means the occurrence, after the date of this Agreement, of any of the following:
(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. 
 “Change of Control” means an event or series of events by which: 
 (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such
right, an “option right”)), directly or indirectly, of 45% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis
(and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or 
 (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were
members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at
the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other 

  
 4 








 
equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board
or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an
actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors).

 “Closing Date” means January 14 2011. 

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

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

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

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

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from
one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. 

“Company” means O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.), a Missouri
corporation. 
 “Compliance Certificate” means a certificate substantially in the form of Exhibit D.

 “Consolidated Adjusted Debt” means, as of any date of determination, the sum of, without duplication,
(i) Consolidated Funded Indebtedness and (ii) the product of Consolidated Rent Expense for the period of four fiscal quarters of the Borrower ending on such date multiplied by 6.0. 

“Consolidated EBITDAR” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount
equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) Consolidated Rent Expense for
such period, (iii) the 

  
 5 








 
provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (iv) depreciation and amortization expense, (v) all non-cash
charges and non-cash items for stock based compensation, (vi) other non-recurring expenses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, and
(vii) all charges and expenses in connection with the United States Department of Justice (“DOJ”) investigation of CSK relating to CSK’s historical accounting practices and legal fees related to CSK’s obligations to
indemnify former employees of CSK who are the subject of, or otherwise involved in, litigation commenced by the DOJ and SEC related to the foregoing, provided that for purposes of this clause (vii), such amount shall not exceed $40,000,000 in
the aggregate for all fiscal quarters of the Borrower for which this clause (vii) applies, and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign
income tax credits of the Borrower and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period. 
 “Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDAR for the period of the four prior fiscal quarters of the
Borrower ending on such date to (b) the sum of (i) Consolidated Interest Charges for such period and (ii) Consolidated Rent Expense for such period. 
 “Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal
amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money
Indebtedness, (c) all direct and indirect obligations arising under standby letters of credit, whether drawn or undrawn, bankers’ acceptances, bank guaranties, and similar instruments, (d) Attributable Indebtedness in respect of
capital leases, (e) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than the Borrower or any Subsidiary, and (f) all
Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a
general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary. 

“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis,
the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase
price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under capital leases that is treated as interest in
accordance with GAAP, and (c) to the extent not already included herein, Letter of Credit fees. 
 “Consolidated
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Adjusted Debt as of such date to (b) Consolidated EBITDAR for the period of the four fiscal quarters of the Borrower ending on such date.


  
 6 








 “Consolidated Net Income” means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period; provided that, without duplication of the foregoing, Consolidated Net Income
shall include the amount of net income of any Person that is a joint venture of the Borrower or any of its Subsidiaries (and is otherwise not itself a Subsidiary) only to the extent of the aggregate amount of cash actually distributed by such Person
during such period to the Borrower or such Subsidiary as a dividend or other distribution in respect of the Borrower’s or such Subsidiary’s ownership of Equity Interests in such Person. 

“Consolidated Rent Expense” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all
rental expense for such period under operating leases (specifically including rents paid in connection with Synthetic Lease Obligations), but excluding rental expense related to any operating lease that has been converted to a capital lease.

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

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

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 

“CSK” means CSK Auto Corporation, a Delaware corporation, and its subsidiaries. 

“CSK Matters” means those matters related to CSK set forth on Schedule 5.06. 

“Debt Rating” has the meaning specified in the definition of “Applicable Rate.” 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally. 
 “Default” means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 
 “Default
Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus
(iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus
2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum. 

  
 7 








 “Defaulting Lender” means, subject to Section 2.16(b), any
Lender that, as reasonably determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans,
within three Business Days of the date required to be funded by it hereunder, unless such obligation is the subject of a good faith dispute, (b) has notified the Borrower, or the Administrative Agent or any Lender that it does not intend to
comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business
Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian
appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of
the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority. 
 “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person,
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 
 “Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the
option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Equity Interests that do not constitute Disqualified Stock), pursuant to a sinking fund obligation or otherwise, or
redeemable (other than solely for Equity Interests that do not constitute Disqualified Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the Maturity Date; provided, however,
that (i) only the portion of such Equity Interests which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified
Stock and (ii) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Borrower or any of its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute
Disqualified Stock solely because it may be required to be repurchased by the Borrower or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation,
death or disability and if any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not
be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Stock solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interests
upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock. 

  
 8 








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

 “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of
the United States. 
 “Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 10.06(b)(iii), and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). 
 “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems. 
 “Environmental Liability” means any liability, contingent or
otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or
profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, and all of the other ownership or
profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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

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

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower
or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity 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 

  
 9 








 
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 Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension
Plan; (f) any 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; (g) the determination that any Pension Plan is considered
an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) 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. 

“Eurodollar Rate” means: 
 (a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters
(or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such
Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, the rate per annum determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term
equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the
commencement of such Interest Period; and 
 (b) for any interest calculation with respect to a Base Rate Loan on any date, the
rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day
or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in
the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date
and time of determination. 
 “Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based
on clause (a) of the definition of “Eurodollar Rate.” 
 “Event of Default” has the meaning
specified in Section 8.01. 
 “Excluded Taxes” means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the 

  
 10 









 
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 or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax that is required by the Code or applicable Treasury Regulations to be withheld from amounts
payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any
withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable
to such Foreign Lender’s failure or inability (other than as a result of a Change in Law after such Foreign Lender becomes a party hereto) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(ii) or
(c), and (e) any United States Federal withholding taxes imposed pursuant to FATCA. 
 “Existing Credit
Agreement” means that certain Credit Agreement, dated as of July 11, 2008, among the Company, as the lead borrower, certain Subsidiaries of the Borrower party thereto as borrowers, certain Subsidiaries of the Borrower party thereto as
guarantors, Bank of America, as administrative agent, collateral agent, letter of credit issuer and swing line lender, the lenders party thereto, and the other agents party thereto. 

“Existing Letters of Credit” means those letters of credit outstanding immediately prior to the effectiveness of this
Agreement as more particularly described on Schedule 1.01(a). 
 “FASB ASC” means the Accounting
Standards Codification of the Financial Accounting Standards Board. 
 “FATCA” shall mean Sections 1471 through
1474 of the Code and any Treasury Regulations promulgated thereunder or official interpretations thereof. 
 “Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a
whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent. 

  
 11 









 “Fee Letter” means the letter agreement, dated December 2, 2010, among
the Company, the Administrative Agent and Merrill Lynch, Pierce, Fenner and Smith Incorporated. 
 “Foreign
Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this
definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Foreign Subsidiary” means (i) any Subsidiary that is not a Domestic Subsidiary, (ii) any direct Subsidiary of a Person described in clause (i), or (iii) any Domestic
Subsidiary holding company whose sole assets consist of Equity Interests of a Person described in clause (i), and who does not engage in any business other than owning such Equity Interests. 

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

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

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

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements
of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 
 “Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as
the European Union or the European Central Bank). 
 “Guarantee” means, as to any Person, (a) any
obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i)

  
 12 









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

“Guaranteed Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and
between any Loan Party and any Hedge Bank. 
 “Guarantors” means, collectively, each Subsidiary of the Borrower
that is a party to the Guaranty (including by way of the execution and delivery of a guaranty joinder agreement pursuant to Section 6.12). 
 “Guaranty” means the Guaranty Agreement among the Guarantors and the Administrative Agent, substantially in the form of Exhibit F. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances,
wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law. 
 “Hedge Bank” means any Person that, (a) at the time it enters into a
Swap Contract not prohibited under Article VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract not prohibited under Article VII, in each case, in
its capacity as a party to such Swap Contract. 
 “Immaterial Subsidiary” means each Subsidiary of the Borrower
that has been designated by the Borrower in writing to the Administrative Agent as an “Immaterial Subsidiary” for purposes of this Agreement and the other Loan Documents; provided that (a) at no time shall (i) the total
assets of all Immaterial Subsidiaries, as of the end of the most recent fiscal quarter for 

  
 13 









 
which financial statements have been delivered pursuant to Section 6.01(a) or (b), equal or exceed five percent (5%) of the consolidated total assets of the Borrower and
its Subsidiaries; or (ii) the gross revenues of all Immaterial Subsidiaries, for any four fiscal quarter period of the Borrower and its Subsidiaries, (including any Immaterial Subsidiaries dissolved, liquidated or otherwise disposed of during
such four fiscal quarter period) equal or exceed five percent (5%) of the consolidated gross revenues of the Borrower and its Subsidiaries for such four fiscal quarter period, in each case as determined in accordance with GAAP; (b) the
Borrower has delivered to the Administrative Agent a certificate demonstrating compliance with clauses (a)(i) and (a)(ii) above within five (5) Business Days after designation of any Subsidiary as an Immaterial Subsidiary after the Closing
Date; (c) such Subsidiary does not own any Equity Interests, or hold any Lien on any property of a Loan Party; and (d) such Subsidiary has never been a Loan Party after previously being an Immaterial Subsidiary. As of the Closing Date, the
Subsidiaries designated on Schedule 1.01(b) are the only Subsidiaries designated by the Borrower as Immaterial Subsidiaries for purposes of this Agreement and the other Loan Documents. 

“Increase Effective Date” has the meaning specified in Section 2.14. 

“Incremental Commitment Increase” has the meaning specified in Section 2.14. 

“Incremental Increase Lender” means, at any time, any bank or other financial institution that agrees to provide any
portion of any Incremental Commitment Increase in accordance with Section 2.14. 
 “Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures,
notes, loan agreements or other similar instruments; 
 (b) all direct or contingent obligations of such Person
arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 
 (c) net obligations of such Person under any Swap Contract; 
 (d)
all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) unsecured obligations due to vendors under any vendor factoring
line); 
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being
purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f) capital leases and Synthetic Lease Obligations; 

  
 14 









 (g) all obligations of such Person with respect to Disqualified Stock
valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and 

(h) all Guarantees of such Person in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a
joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer to the extent that such Person is liable therefore, unless such Indebtedness is expressly made non-recourse to
such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed
to be the amount of Attributable Indebtedness in respect thereof as of such date. 
 “Indemnified Taxes” means
Taxes other than Excluded Taxes. 
 “Indemnitees” has the meaning specified in Section 10.04(b).

 “Information” has the meaning specified in Section 10.07. 

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

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is
disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice, or such other period that is twelve months or less requested
by the Borrower and consented to by all the Lenders; provided that: 
 (i) any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day; 
 (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on
the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest
Period; and 
 (iii) no Interest Period shall extend beyond the Maturity Date. 

  
 15 









 “Investment” means, as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such
other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 

“IP Rights” has the meaning specified in Section 5.18. 

“IRS” means the United States Internal Revenue Service. 

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the
Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 
 “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the
Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit. 
 “Joint Lead
Arrangers” means, collectively, Merrill Lynch, Pierce Fenner and Smith Incorporated and Barclays Capital, the investment banking division of Barclays Bank PLC, in their capacities as joint lead arrangers and joint book managers, and each
individually, a “Joint Lead Arranger.” 
 “Laws” means, collectively, all international,
foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority
charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law and including, without limitation, all Environmental Laws. 
 “L/C
Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. 
 “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed
Borrowing. 
 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the increase of the amount thereof. 

  
 16 









 “L/C Issuer” means, with respect to any Letters of Credit issued or to be
issued by it, (i) Bank of America, or any successor issuer of Letters of Credit hereunder, (ii) any other Lender appointed to issue Letters of Credit hereunder by the Borrower (with the consent of the Administrative Agent and such Lender
agreeing to become an L/C Issuer) and (iii) with respect to Existing Letters of Credit, each issuer thereof. 

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all
outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule
3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 
 “Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender. 

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. 
 “Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby
letter of credit. 
 “Letter of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer. 
 “Letter of Credit Expiration
Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Fee” has the meaning specified in Section 2.03(h). 
 “Letter of Credit Sublimit” means an amount equal to $200,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments. 

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement (for the avoidance of doubt, not
including a Person’s deposit accounts held at a depositary institution in the ordinary course of business), encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the
nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing). 
 “Loan” means an extension of credit by a
Lender to the Borrower under Article II in the form of a Committed Loan or a Swing Line Loan. 

  
 17 









 “Loan Documents” means this Agreement, each Note, each Issuer Document, any
agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement, the Fee Letter, and the Guaranty. 
 “Loan Parties” means, collectively, the Borrower and each Guarantor. 
 “London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. 

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the
operations, business, assets, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under
any Loan Document, or of the ability of the Borrower or any Guarantor to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability
against the Borrower or any Guarantor of any Loan Document to which it is a party. 
 “Maturity Date” means
January 14, 2016; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 
 “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make contributions. 
 “Multiple
Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

 “Non-Priority Indebtedness” means Indebtedness which (a) is not senior to the Obligations,
(b) does not have any priority of payment over the Obligations or (c) is not secured by Liens on any of the Borrower’s or any Subsidiary’s assets. 
 “Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C. 

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party
arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming
such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

  
 18 









 “Organization Documents” means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any
agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate
or articles of formation or organization of such entity. 
 “Other Taxes” means all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document, excluding, however, any such amounts imposed as a result of an assignment by a Lender of its Loans or Commitments. 
 “Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving
effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts. 

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

“PBGC” means the Pension Benefit Guaranty Corporation. 

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

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that
is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. 

  
 19 









 “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to
contribute on behalf of any of its employees. 
 “Platform” has the meaning specified in
Section 6.02. 
 “Public Lender” has the meaning specified in Section 6.02. 

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

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors,
officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 
 “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. 
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Aggregate Commitments or,
if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment
of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 
 “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, and solely for purposes of the
delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan
Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all
necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

  
 20 









 “Restricted Payment” means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the
equivalent Person thereof). 
 “S&P” means Standard & Poor’s Ratings Services, a division of
The McGraw-Hill Companies, Inc. and any successor thereto. 
 “SEC” means the Securities and Exchange
Commission, or any Governmental Authority succeeding to any of its principal functions. 
 “Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or
more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

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

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of
any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s),
and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by
any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

  
 21 









 “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to
Section 2.04. 
 “Swing Line Lender” means Bank of America in its capacity as provider of Swing
Line Loans, or any successor swing line lender hereunder. 
 “Swing Line Loan” has the meaning specified in
Section 2.04(a). 
 “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B. 
 “Swing
Line Sublimit” means an amount equal to the lesser of (a) $75,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments. 

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of property (including any sale and leaseback transaction) creating obligations that do not appear on the balance sheet of such Person but which, upon the application
of any Debtor Relief Law with respect to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 
 “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto. 
 “Threshold Amount”
means $75,000,000. 
 “Total Outstandings” means, without duplication, the aggregate Outstanding Amount of all
Loans and all L/C Obligations. 
 “Treasury Regulations” means the income tax regulations, including any
temporary regulations and proposed regulations to the extent that their proposed effective date would cause them to be applicable as of the date of any determination from time to time promulgated under the Code. 

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

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

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

  
 22 









 1.02 Other Interpretive Provisions. With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or in such other Loan Document: 
 (a) The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements or other
modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,”
“herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision
thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear,
(v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or
regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights. 
 (b) In the computation of periods
of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and
the word “through” means “to and including.” 
 (c) Section headings herein and in the other
Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 1.03 Accounting Terms. Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in
preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant)
contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.


  
 23 









 (b) Changes in GAAP. If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent (for distribution to the Lenders) financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 
 (c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the
Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest
entity were a Subsidiary as defined herein. 
 1.04 Rounding. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up
or down to the nearest number (with a rounding-up if there is no nearest number). 
 1.05 Times of Day. Unless otherwise
specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). 

1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to
be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases
in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such
time. 
 1.07 Adjustments for Acquisitions and Dispositions. In accordance with GAAP, for each period of four fiscal
quarters ending next following the date of any acquisition pursuant to Section 7.02(f) or any Disposition pursuant to Section 7.04 or 7.05(h) consummated after the Closing Date, for purposes of determining the
Consolidated Leverage Ratio and Consolidated Fixed Charge Coverage Ratio, the consolidated results of operations of the Borrower and its Subsidiaries shall include the results of operations of the Person or assets subject to such acquisition or
exclude the results of operations of the Person or assets subject to such Disposition, as the case may be, on a historical pro forma basis to the extent information in sufficient detail concerning such historical results of such Person or assets is
reasonably available, and which amounts shall include only adjustments reasonably satisfactory to 

  
 24 









 
Administrative Agent and shall not include any synergies resulting from such acquisition or adjustments resulting from such Disposition other than those permitted pursuant to Regulation S-X of
the SEC. 
 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 

2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such
loan, a “Committed Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment;
provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender,
plus (without duplication) such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such
Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow
under this Section 2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 
 2.02 Borrowings, Conversions and Continuations of Committed Loans. 
 (a)
Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any
conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest
Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the
requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than
11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been
consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and
signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in
Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic
or written) shall specify (i) whether the 

  
 25 









 
Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which
existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give
a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest
Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period,
it will be deemed to have specified an Interest Period of one month. 
 (b) Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall
notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative
Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds by no later than 4:00 p.m. on the date of
receipt by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions
provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. 

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders. 

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in
determining the Base Rate promptly following the public announcement of such change. 

  
 26 









 (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from
one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to Committed Loans. 

2.03 Letters of Credit. 
 (a) The Letter of Credit Commitment. 
 (i) Subject to the
terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and
(2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after
giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and
(z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the
L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit
shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be
deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 
 (ii) The L/C Issuer shall not issue any Letter of Credit, if: 
 (A)
subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

 (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date,
unless all the Lenders have approved such expiry date. 

  
 27 









 (iii) The L/C Issuer shall not be under any obligation to issue any Letter
of Credit if: 
 (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms
purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the
L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction,
reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing
Date and which the L/C Issuer in good faith deems material to it; 
 (B) the issuance of the Letter of Credit
would violate one or more policies of the L/C Issuer applicable to letters of credit generally; 
 (C) except as
otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $50,000, in the case of a commercial Letter of Credit, or $250,000, in the case of a standby Letter of Credit; 

(D) the Letter of Credit is to be denominated in a currency other than Dollars; 

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


  
 28 









 
shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer
with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 
 (b)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 
 (i) Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed
by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent
and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof;
(D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed
amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit
issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require. 
 (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of
such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party,
at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and
conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the
L/C 

  
 29 









 
Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit. 

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

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

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the
L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall
reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor
Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be


  
 30 









 
deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an aggregate principal amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other
than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

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

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

(v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn
under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which
such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the
Borrower of a Committed Loan Notice). No such making of an L/C Advance shall 

  
 31 









 
relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as
provided herein. 
 (vi) If any Lender fails to make available to the Administrative Agent for the account of the
L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this
Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included
in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this
clause (vi) shall be conclusive absent manifest error. 
 (d) Repayment of Participations. 

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such
Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as
those received by the Administrative Agent. 
 (ii) If any payment received by the Administrative Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is
returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

 (e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under
each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;


  
 32 









 (ii) the existence of any claim, counterclaim, setoff, defense or other
right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of
Credit; 
 (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the
benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or 

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary; 
 provided that,
in any case of clauses (i) through (v) above, the payment by the L/C Issuer under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct under the circumstances in question as determined by a
court of competent jurisdiction by a final and nonappealable judgment. 
 The Borrower shall promptly examine a copy of each
Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall
be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 
 (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such
document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in


  
 33 









 
connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against
the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against
the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each L/C Issuer shall provide to the Administrative Agent a list of outstanding Letters of Credit (together with amounts) issued by it on a monthly
basis; the Administrative Agent shall provide a copy of such list to any Lender upon request. 
 (g) Applicability of ISP and
UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each
standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of
Credit. 
 (h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender
in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit;
provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer
pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of
Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.06. Letter 

  
 34 









 
of Credit Fees shall be (i) due and payable on the fifth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available
to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while
any Event of Default under Section 8.01(a)(i) exists, or upon the request of the Required Lenders while any Event of Default under Section 8.01(a)(ii) or (iii) exists, all Letter of Credit Fees shall accrue at the
Default Rate. 
 (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay
directly to the L/C Issuer for its own account a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letter, computed on the amount of such Letter of Credit, and payable upon the issuance thereof,
(ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and the L/C Issuer, computed on the amount of such increase, and payable upon
the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis
in arrears Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment),
commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit,
the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary and reasonable issuance, presentation, amendment
and other processing fees, and other reasonable standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are
nonrefundable. 
 (j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms
of any Issuer Document, the terms hereof shall control. 
 (k) Letters of Credit Issued for Subsidiaries. Notwithstanding
that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of
Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such
Subsidiaries. 
 2.04 Swing Line Loans. 
 (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04,


  
 35 









 
may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations
of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus (without duplication) such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this
Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. 
 (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone.
Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000, and
(ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing)
that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan
as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the
terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account
of the Borrower on the books of the Swing Line Lender or as otherwise designated in the Swing Line Loan Notice, in immediately available funds. 

  
 36 









 (c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby
irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such
request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified
therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the
applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the
Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office
not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in
such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 
 (ii) If for
any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to
be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such participation. 
 (iii) If any Lender
fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in
Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank
compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

  
 37 









 (iv) Each Lender’s obligation to make Committed Loans or to purchase
and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or
not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such
funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 
 (d) Repayment of Participations. 
 (i) At any time after any
Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in
the same funds as those received by the Swing Line Lender. 
 (ii) If any payment received by the Swing Line
Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the
Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at
a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement. 
 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be
responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage
of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender. 
 (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. 

2.05 Prepayments. 
 (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans
(provided that, subject to 

  
 38 









 
Section 3.05, notwithstanding anything to the contrary contained herein, the Borrower may state that such notice is conditioned upon the effectiveness of another credit facility, the
receipt of net cash proceeds from the issuance of other Indebtedness, the closing of one or more securities offerings or the consummation of any other transaction or the occurrence of some other identifiable event or condition, in which case such
notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied); (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less,
the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of
such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with
any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

 (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from
time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date
of the prepayment (provided that, notwithstanding anything to the contrary contained herein, the Borrower may state that such notice is conditioned upon the effectiveness of another credit facility, the receipt of net cash proceeds from the
issuance of other Indebtedness, the closing of one or more securities offerings or the consummation of any other transaction or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower
(by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied); and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date
and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall, within one
(1) Business Day, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. 

2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the
Aggregate Commitments, or from time to time 

  
 39 









 
permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date
of termination or reduction (provided that, subject to Section 3.05, notwithstanding anything to the contrary contained herein, the Borrower may state that such notice is conditioned upon the effectiveness of another credit
facility, the receipt of net cash proceeds from the issuance of other Indebtedness, the closing of one or more securities offerings or the consummation of any other transaction or the occurrence of some other identifiable event or condition, in
which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied), (ii) any such partial reduction shall be in an aggregate amount of
$25,000,000 or any whole multiple of $5,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings
would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit
shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be
applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 

2.07 Repayment of Loans. 
 (a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date. 

(b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made
and (ii) the Maturity Date. 
 2.08 Interest. 

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

  
 40 









 (ii) If any amount (other than principal of any Loan) payable by the
Borrower under any Loan Document is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws for so long as such Event of Default is continuing. 

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

 2.09 Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03:

 (a) Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with
its Applicable Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line
Loans and L/C Obligations), regardless of usage, subject to adjustment as provided in Section 2.16. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Committed Loans, Swing Line
Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the fifth Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears,
and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 

(b) Other Fees. (i) The Borrower shall pay to Merrill Lynch, Pierce, Fenner & Smith Incorporated and the
Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts
and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. All computations of interest for Base
Rate Loans (including Base Rate Loans determined 

  
 41 









 
by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be
made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

2.11 Evidence of Debt. 
 (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained
by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the
Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its
Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 

(b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 

2.12 Payments Generally; Administrative Agent’s Clawback. 

(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All 

  
 42 









 
payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any
payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

 (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will
not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in
the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus
any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If
the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.
If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 
 (ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative 

  
 43 









 
Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall
be conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to
the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender,
without interest. 
 (d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed
Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or
to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to
so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c). 
 (e)
Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any
Loan in any particular place or manner. 
 2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any
right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such
Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make
such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other
amounts owing them, provided that: 
 (i) if any such participations or subparticipations are purchased
and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

  
 44 









 (ii) the provisions of this Section shall not be construed to apply to
(x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash
Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line
Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section 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 such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. 

2.14 Increase in Commitments. 
 (a) Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an
increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $200,000,000 (each such increase, an “Incremental Commitment Increase”); provided that (i) the Aggregate Commitments shall not
exceed $950,000,000 at any time, (ii) any such request for an increase shall be in a minimum amount of $20,000,000, and (iii) the Borrower may make a maximum of five such requests. At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders);
provided, however, no Lender shall incur any liability for not responding within such time period. 
 (b) Lender
Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage
of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. 
 (c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To
achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrower may also, concurrently with the
notice provided pursuant to Section 2.14(a) or at any time thereafter on or prior to such Increase Effective Date (as defined below), invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and
substance reasonably satisfactory to the Administrative Agent. 

  
 45 









 (d) Effective Date and Allocations. If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the
Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. Subject to Section 3.05, on each Increase Effective Date, each Lender, immediately prior to all Incremental Commitment Increases occurring
on such Increase Effective Date, will automatically and without further action be deemed to have assigned to each Incremental Increase Lender providing a portion of the Incremental Commitment Increase on such Increase Effective Date and each such
Incremental Increase Lender will automatically and without further action be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed
assignment and assumption of participations, each Lender (including each Incremental Increase Lender) shall hold its pro rata share of the participations hereunder in Letters of Credit. 

(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (for distribution to each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan
Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan
Documents are true and correct in all material respects (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of
the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except where any such representation or warranty is
otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default
exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable
with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. 
 (f)
Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary. In connection with any Incremental Commitment Increase, the Administrative Agent and the Borrower may, without
the consent of any Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate to effect the provisions of this Section 2.14. 
 2.15 Cash Collateral. 
 (a) Certain Credit Support Events. Upon the
request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any 

  
 46 









 
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the
Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the
Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the
Defaulting Lender). 
 (b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting
funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the
Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances
therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time
the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting
Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency. 
 (c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash
Collateral provided under any of this Section 2.15 or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the
specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral
was so provided, prior to any other application of such property as may be provided for herein. 
 (d) Release. Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination
that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as
provided in this Section 2.15 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral
shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. 

  
 47 









 2.16 Defaulting Lenders. Adjustments. Notwithstanding anything to the contrary
contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in Section 10.01. 
 (ii)
Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII
or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows:
first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line
Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any
Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as
required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy
obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the
payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this
Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of
which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied
solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that
Defaulting Lender, and each Lender irrevocably consents hereto. 

  
 48 









 (iii) Certain Fees. That Defaulting Lender (x) shall be entitled
to receive any facility fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding Amount of the Committed Loans funded by it and
(2) its Applicable Percentage of the stated amount of Letters of Credit and Swing Line Loans for which it has provided Cash Collateral pursuant to Section 2.03, Section 2.04, Section 2.15, or
Section 2.16(a)(ii), as applicable (and the Borrower shall (A) be required to pay to each of the L/C Issuer and the Swing Line Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that
Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees
as provided in Section 2.03(h). 
 (iv) Reallocation of Applicable Percentages to Reduce Fronting
Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans
pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such
reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund
participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that
Lender. 
 (b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer
agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and
subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions
as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable
Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on
behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

  
 49 









 ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 

3.01 Taxes. 
 (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan
Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such
Taxes shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, taking into account the information and documentation to be delivered pursuant to subsection
(e) below. 
 (ii) If the Borrower or the Administrative Agent shall be required by the Code and the
applicable Treasury Regulations to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are
determined by the Administrative Agent to be required in accordance with applicable Law, taking into account the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay
the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code and the applicable Treasury Regulations, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or
Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. 
 (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable Laws. 
 (c) Tax Indemnifications. (i) Without limiting the provisions of subsection
(a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender
or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A 

  
 50 









 
certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. 
 (ii)
Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 days after
demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by
or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of,
any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e) below. Each Lender and the L/C Issuer hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The
agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all other Obligations. 
 (d) Evidence of Payments. Upon request by the
Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to
report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 
 (e) Status of Lenders; Tax Documentation. (i) Each Lender and each L/C Issuer shall deliver to the Borrower and to the Administrative Agent, on or prior to the Closing Date (or, in the case of
an assignee, on or prior to the date of such assignment) at the time or times prescribed by applicable Laws and when reasonably requested by the Borrower or the Administrative Agent (or, in the case of an assignee thereof, on or prior to the date of
such assignment), such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative
Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Indemnified Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such
Lender’s or such L/C Issuer’s entitlement to any available exemption from, or reduction of, applicable Indemnified Taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement or otherwise to
establish such Person’s status for withholding tax purposes in the applicable jurisdiction. 

  
 51 









 (ii) Without limiting the generality of the foregoing, if the Borrower is
resident for tax purposes in the United States, 
 (A) any Lender that is a “United States person”
within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting
requirements; and 
 (B) each Foreign Lender that is entitled under the Code, the applicable Treasury Regulations
or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is
legally entitled to do so), whichever of the following is applicable: 
 (I) executed originals of Internal
Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, 
 (II) executed originals of Internal Revenue Service Form W-8ECI, 

(III) executed originals of Internal Revenue Service Form W-8IMY and all required withholding statements, certificates
and other supporting documentation, 
 (IV) 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) executed originals of Internal Revenue
Service Form W-8BEN, or 
 (V) executed originals of any other form or documentation prescribed by applicable
Laws as a basis for claiming exemption from or a 

  
 52 









 
reduction in United States Federal withholding tax together with such supplementary statements, certificates or other documentation as may be prescribed by applicable Laws to permit the Borrower
or the Administrative Agent to determine the withholding or deduction required to be made. 
 (iii) Each Lender
and each L/C Issuer shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or
the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender. 
 (f) Treatment of
Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C
Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received
a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon
the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent,
such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any
Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. 
 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to
make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority
of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of 

  
 53 









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

3.04 Increased Costs; Reserves on Eurodollar Rate Loans. 
 (a) Increased Costs Generally. If any Change in Law shall: 

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

  
 54 









 (ii) subject any Lender or the L/C Issuer 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 Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for
Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or 

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting
this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer and delivery of the certificate contemplated by Section 3.04(c), the Borrower will pay to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C
Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’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 L/C
Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time upon the delivery of the certificate
contemplated by Section 3.04(c) the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
holding company for any such reduction suffered. 
 (c) Certificates for Reimbursement. A certificate of a Lender or the
L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower, in detail
sufficient to enable the Borrower to verify the computation thereof, shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof. 

  
 55 









 (d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer
to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender or the L/C Issuer, as the case may
be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). 
 (e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by
such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least ten
(10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and
payable 10 days from receipt of such notice. 
 3.05 Compensation for Losses. Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (other than loss of anticipated profits) incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan, other than a Base Rate Loan, on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), or any reduction in any Commitment; 
 (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount
notified by the Borrower; or 
 (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower pursuant to Section 10.13; 
 including any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing. 

  
 56 









 For purposes of calculating amounts payable by the Borrower to the Lenders under this
Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount
and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. A statement by any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 3.05 and setting
forth in reasonable detail the manner in which such amount or amounts was determined shall be delivered to Borrower, which statement shall be conclusive absent manifest error. 
 3.06 Mitigation Obligations; Replacement of Lenders. 
 (a) Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any
Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending
Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in
each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. 
 (b) Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, (ii) the Borrower is required to pay any additional amount to any Lender, the L/C
Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or (iii) any Lender is a Defaulting Lender, the Borrower may replace such Lender or the L/C Issuer in accordance with
Section 10.13. 
 3.07 Survival. All of the Borrower’s obligations under this Article III shall
survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent. 
 ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 
 4.01 Conditions
of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: 

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic imaging
transmission (e.g. “pdf” via e-mail) (followed 

  
 57 









 
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (to the extent applicable), each dated the Closing Date (or, in the
case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and, with respect to the items referred to in clauses (i) and (ii), the
Lenders: 
 (i) executed counterparts of this Agreement and the Guaranty; 

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note prior to the Closing Date; 

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible
Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party is a party; 
 (iv) such documents and certifications as the Administrative
Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; 

(v) favorable opinions of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Loan Parties, and Arizona and
Missouri local counsel to certain Loan Parties, in each case, addressed to the Administrative Agent and each Lender, addressing such matters as reasonably requested by and in form and substance satisfactory to the Administrative Agent and its
counsel; 
 (vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of
all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and
approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; 
 (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) that
there has been no event or circumstance since the date of the Audited Financial Statements (other than the historical CSK Matters disclosed on Schedule 5.06) that has had or could reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect; and (C) the current Debt Ratings. 
 (viii) evidence that all
insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; 
 (ix)
evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released;
and 

  
 58 









 (x) such other customary assurances, certificates, documents, consents or
opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. 

(b) Any fees required to be paid by the Borrower or the Company to the Administrative Agent and the Lenders on or before the Closing Date
shall have been paid to the extent such fees have been invoiced on or prior to the Closing Date. 
 (c) Unless waived by the
Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of McGuireWoods LLP, as counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent), plus such additional amounts of
such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings, in each case, to the extent invoiced prior to the Closing Date
(provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent); provided that the aggregate amount payable by the Borrower pursuant to this clause
(c) shall be subject to limitations previously agreed with the Company. 
 Without limiting the generality of the
provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with this Agreement and each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice
from such Lender prior to the proposed Closing Date specifying its objection thereto. 
 4.02 Conditions to all Credit
Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to
the following conditions precedent: 
 (a) The representations and warranties of the Borrower and each other Loan Party
contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such
Credit Extension (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects), except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except where any such representation or warranty is otherwise qualified by materiality, in which case such representation or
warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. 

  
 59 









 (b) No Default shall exist, or would result from such proposed Credit Extension or from the
application of the proceeds thereof. 
 (c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender
shall have received a Request for Credit Extension in accordance with the requirements hereof. 
 Each Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the
conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 
 ARTICLE V. REPRESENTATIONS AND WARRANTIES 
 The Borrower represents and
warrants to the Administrative Agent and the Lenders that: 
 5.01 Existence, Qualification and Power. Each Loan Party
and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and
(c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except
in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 
 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien
under (other than Liens created pursuant to the Loan Documents), or require any payment to be made (other than payments under any Loan Document) under (i) any Contractual Obligation to which such Person is a party or affecting such Person or
the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law except, in
the case of clauses (b) and (c), to the extent such conflict, breach, payment, contravention, creation, requirement or violation could not reasonably be expected to result in a Material Adverse Effect. 

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery 

  
 60 









 
or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except, (a) as have been obtained or (b) such approval, consents, exemptions,
authorizations or other actions, notices or filings that, if not obtained, could not reasonably be expected to result in a Material Adverse Effect. 
 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This
Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

5.05 Financial Statements; No Material Adverse Effect. 
 (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;
(ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including
liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP. 
 (b) The unaudited consolidated
balance sheet of the Company and its Subsidiaries dated September 30, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ending on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its
Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. 

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance (other than the historical CSK Matters
disclosed on Schedule 5.06), either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 
 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened or contemplated in writing, at law, in equity, in arbitration
or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b) except as disclosed on Schedule 5.06, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the


  
 61 









 
status, or financial effect on any Loan Party or any Subsidiary thereof, of the matters described on Schedule 5.06, that either individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect. 
 5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in
default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other Loan Document. 
 5.08 Ownership of Property;
Liens. Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title
or valid interests as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by
Section 7.01. 
 5.09 Environmental Compliance. Neither the Borrower nor any of its Subsidiaries has failed
to comply with any Environmental Law or has received notice with respect to any claim alleging potential liability or responsibility for violation of any Environmental Law, except that could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
 5.10 Insurance. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates. 
 5.11 Taxes. The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material
taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which (a) are being contested in good faith by appropriate proceedings diligently
conducted and for which adequate reserves have been provided in accordance with GAAP or (b) which could not reasonably be expected to result in a Material Adverse Effect. There is no proposed tax assessment against the Borrower or any
Subsidiary that would, if made, have a Material Adverse Effect. 
 5.12 ERISA Compliance. 

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state
laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under
Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an


  
 62 









 
application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of
such tax-qualified status. 
 (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect
to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. 
 (c) Except as disclosed
on Schedule 5.12(c), (i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect
to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules
has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any
ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any
ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that
could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. 

(d) Neither the Borrower or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or
liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.12(d) hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement. 

5.13 Subsidiaries; Equity Interests. In each case, as of the Closing Date, the Borrower has no Subsidiaries other than those
specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Person and in the amounts specified on
Part (a) of Schedule 5.13 free and clear of all Liens. As of the Closing Date, the Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13.
All of the outstanding Equity Interests in the Borrower have been validly issued and are fully paid and nonassessable. 

  
 63 









 5.14 Margin Regulations; Investment Company Act. 

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 
 (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

 5.15 Disclosure. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments
and corporate or other restrictions to which it or any of its Subsidiaries is subject, the violation of which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. All reports, financial statements, certificates or other written information (other than financial projections concerning the Borrower and
its Subsidiaries and information of a general economic or general industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with any aspect of the transactions contemplated hereby, as and
when furnished and taken as a whole, is complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially
misleading (after giving effect to all supplements and updates thereto); provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions
believed by the Borrower to be reasonable at the time (after giving effect to all supplements and updates thereto). 
 5.16
Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, (b) the failure to comply therewith, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect, or (c) the failure to have complied therewith was a result of the historical CSK Matters disclosed on Schedule 5.06. 

5.17 Taxpayer Identification Number. The Borrower’s true and correct U.S. taxpayer identification number as of the Closing
Date is set forth on Schedule 10.02. 
 5.18 Intellectual Property; Licenses, Etc. The Borrower and its
Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are
reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person except as could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, no slogan or
other advertising device, 

  
 64 









 
product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person,
except as could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. 
 ARTICLE VI. AFFIRMATIVE COVENANTS 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or
any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to: 

6.01 Financial Statements. Deliver to the Administrative Agent (for distribution to each Lender): 

(a) within 75 days after the end of each fiscal year of the Borrower commencing with the fiscal year ended December 31, 2010, a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity, and cash flows for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized
standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the
scope of such audit; and 
 (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of
the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s
fiscal year then ended, and the related consolidated statements of shareholders’ equity, and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures
for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects
the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 

As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish
such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified
therein. 

  
 65 









 6.02 Certificates; Other Information. Deliver to the Administrative Agent (for
distribution to each Lender): 
 (a) concurrently with the delivery of the financial statements referred to in
Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended March 31, 2011), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower
(which delivery may, unless the Administrative Agent requests an executed original, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); 

(b) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of
them; 
 (c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report
or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of
the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(d) promptly after the furnishing thereof, copies of any material statement or report furnished to holders of debt securities of any Loan
Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement (in each case, evidencing Indebtedness in an aggregate principal amount exceeding the Threshold Amount) and not otherwise required to be
furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; 
 (e)
promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S.
jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof which could reasonably be expected to have a Material Adverse Effect;
and 
 (f) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any
Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. 
 Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the


  
 66 









 
Borrower’s website on the Internet at the website address listed on Schedule 10.02 or such other website accessible to the Administrative Agent and the Lenders as may hereafter be
identified via notice to the Administrative Agent; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to
deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting
of any such documents and, upon the request of the Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to
request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of such documents. 
 The Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have
personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with
respect to such Person’s securities. The Borrower hereby agrees that, so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating
issuing any such securities, (w) the Borrower will use commercially reasonably efforts to provide that Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint
Lead Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made
available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”
as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC” unless the
Borrower wants to make Borrower Materials available to Public Lenders. 
 6.03 Notices. Promptly notify the
Administrative Agent: 
 (a) of the occurrence of any Default; 

  
 67 









 (b) of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect; 
 (c) of the occurrence of any ERISA Event; 

(d) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; 

(e) of any announcement by Moody’s or S&P of any change or possible change in a Debt Rating; and 

(f) of any change in the Borrower’s taxpayer identification number. 

Each notice pursuant to this Section 6.03 (other than Section 6.03(e) and (f)) shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe in reasonable detail any and all provisions of this Agreement and any other Loan Document that have been breached. 
 6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable: (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or
assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if
unpaid, would by law become a Lien upon its property (other than Liens permitted by Section 7.01); and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness, except in the case of clauses (a) and (c), where such failure could not reasonably be expected to result in a Material Adverse Effect. 

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good
standing (except for any failure to maintain such good standing could not reasonably be expected to have a Material Adverse Effect) under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04
or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

 6.06 Maintenance of Properties. (a) Maintain, preserve and protect, or make contractual or other provisions to
cause to maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, or to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect; (b) make, or make contractual or other provisions to 

  
 68 









 
cause to be made, all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(c) use the standard of care typical in the industry in the operation and maintenance of its facilities. 
 6.07
Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or
similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons. 

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted;
(b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect; or (c) the failure to have complied therewith was a result of the historical CSK Matters disclosed on Schedule 5.06. 

6.09 Books and Records. (a) Maintain proper books of record and account, in which entries true and correct in all material
respects are made in conformity with GAAP consistently applied and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the
Borrower or such Subsidiary, as the case may be. 
 6.10 Inspection Rights. Permit representatives and independent
contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants (so long as the Borrower is afforded an opportunity to participate in any such discussions), all at such reasonable times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Borrower; provided, however, that such visits and inspections shall be at the expense of the Administrative Agent, unless an Event of Default has occurred and is continuing, in which case the
Administrative Agent (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Notwithstanding anything to
the contrary in this Section 6.10, none of the Borrower or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents, information or other matter that
(i) constitutes non-financial trade secrets or non-financial proprietary information (unless an Event of Default has occurred and is continuing, in which case such information shall be disclosed and made available as set forth herein), or
(ii) in respect of which disclosure to the Administrative Agent (or any designated representative) is then prohibited by Law. 

  
 69 









 6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for (i) general
corporate purposes not in contravention of any Law or of any Loan Document (including to provide liquidity support for commercial paper issued by the Borrower) and (ii) at the option of the Borrower, to refinance indebtedness outstanding on the
Closing Date under the Existing Credit Agreement. 
 6.12 Additional Guarantors. Notify the Administrative Agent promptly
after (i) any Person becomes a Subsidiary or (ii) any Person that was previously an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, and promptly thereafter (and in any event within thirty (30) days or such longer period
of time as the Administrative Agent shall agree), cause any such Person (other than an Immaterial Subsidiary, or, to the extent adverse tax consequences would result therefrom, a Foreign Subsidiary) to (a) become a Guarantor by executing and
delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably request for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in
clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person if reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative
Agent. 
 ARTICLE VII. NEGATIVE COVENANTS 
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall
not, nor shall it permit any Subsidiary to, directly or indirectly: 
 7.01 Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: 

(a) Liens pursuant to any Loan Document; 
 (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed other than
after-acquired property affixed or incorporated thereto and proceeds or products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(c), (iii) the direct or any
contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(c); 

(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if
adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 
 (d)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; 

  
 70 









 (e) pledges or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security or similar laws, regulations or legislation, other than any Lien imposed by ERISA; 
 (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business; 
 (g) easements, rights-of-way, restrictions, building code laws, zoning
restrictions, encroachments and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially interfere with the ordinary conduct of business of the Borrower and
its Subsidiaries taken as a whole; 
 (h) Liens securing judgments for the payment of money not constituting an Event of Default
under Section 8.01(i); 
 (i) Liens securing Indebtedness permitted under Section 7.03(f);
provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower,
of the property being acquired on the date of acquisition; and 
 (j) any interest or title of a licensor, sublicensor, lessor
or sublessor under leases or subleases or secured by a lessor’s or sublessor’s interests under licenses or leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; 

(k) Liens in respect of the licensing of IP Rights in the ordinary course of business and substantially consistent with past practices;

 (l) Liens securing Indebtedness permitted by Section 7.03(h); and 

(m) other Liens not otherwise permitted by this Section 7.01, provided that the obligations secured by such Liens shall not
exceed $35,000,000 in the aggregate at any time outstanding. 
 7.02 Investments. Make any Investments, except:

 (a) Investments held by the Borrower or such Subsidiary in the form of cash equivalents or short-term marketable debt
securities; 
 (b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to
exceed $5,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 

(c) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof;
(ii) Investments by any Loan Party in any other Loan Party; (iii) Investments by any Subsidiary that is not a Loan Party in any Subsidiary that is not a Loan Party; and (iv) so long as no Event of Default exists or would result from
such Investment, Investments by any Loan Party in wholly-owned Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $25,000,000; 

  
 71 









 (d) Investments consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors; 

(e) Guarantees permitted by Section 7.03; 
 (f) Investments consisting of acquisitions by the Borrower or any Subsidiary of the Borrower of all or substantially all the assets of, or all the Equity Interests in, a Person or division, line of
business or business unit of a Person (including any retail locations); provided that with respect to any such acquisition (i) such Person to be (or whose assets are to be) acquired does not oppose such purchase or other acquisition,
(ii) immediately before and immediately after giving effect to any such acquisition, no Default or Event of Default shall have occurred and be continuing, and no Default or Event of Default would immediately result therefrom, (iii) all
transactions related thereto are consummated in accordance in all material respects with applicable Laws, (iv) all of the Equity Interests of any Subsidiary formed for the purpose of or resulting from such acquisition shall be owned directly by
the Borrower or a Subsidiary of the Borrower, (v) the Borrower and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such acquisition, with the covenants contained in Sections 7.10 calculated as of the
last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized
over the applicable testing period in accordance with its terms, and assuming that any Loans borrowed in connection with such acquisition are repaid with excess cash balances when available) had occurred on the first day of each relevant period for
testing such compliance and (vi) in the case of any such Investment involving cash consideration in excess of $50,000,000, the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying
as to the items set forth in clauses (i) through (v) above, together with all relevant financial information for the Person or assets to be acquired, provided that such financial information shall be required to be delivered only to
the extent reasonably available to the Borrower and, if the Borrower has given the Administrative Agent prior notice of such acquisition and a reasonable opportunity to request such information, to the extent requested by the Administrative Agent;

 (g) Guarantees of operating leases or other obligations that do not constitute Indebtedness, in each case, entered into in
the ordinary course of business and to the extent such obligations are not otherwise prohibited by this Agreement; 
 (h) to the
extent such Swap Contract constitutes an Investment, Swap Contracts permitted by Section 7.03(e); and 
 (i) other
Investments not otherwise permitted by this Section 7.02 not exceeding $125,000,000 in the aggregate in any fiscal year of the Borrower. 

  
 72 









 7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

 (a) Indebtedness under the Loan Documents; 
 (b) Non-Priority Indebtedness; 
 (c) Indebtedness outstanding on the date hereof
and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to a premium or other amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to
principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any
instrument issued in connection therewith, are no less favorable in any material respect to the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; provided, further, that
a certificate of a Responsible Officer of the Borrower as to the matters discussed in clauses (i) and (ii) shall, absent manifest error, be conclusive evidence of compliance therewith; 

(d) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Loan
Party or any wholly-owned Subsidiary; 
 (e) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or
arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract
does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 
 (f) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i);
provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $100,000,000; 
 (g) Indebtedness of (i) any Loan Party owed to any other Loan Party, (ii) any Subsidiary that is not a Loan Party to any other any Subsidiary that is not a Loan Party, (iii) any Subsidiary
that is not a Loan Party to any Loan Party and (iv) so long as no Event of Default exists or would result from such Indebtedness, any Loan Party to a wholly-owned Subsidiary that is not a Loan Party in an aggregate amount invested from the date
hereof not to exceed $25,000,000; and 
 (h) other Indebtedness not otherwise permitted under this Section 7.03 in
an aggregate principal amount not to exceed $125,000,000 at any time outstanding. 

  
 73 









 7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into
another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or
would result therefrom: 
 (a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be
the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, a Guarantor shall be the continuing or surviving Person; 

(b) subject to clause (d) below, the Borrower or any Subsidiary may merge with any Person not specified in clause (a) above
pursuant to an acquisition permitted by Section 7.02, provided that if such merger involves the Borrower, the Borrower is the surviving person, and if such merger involves any other Loan Party, a Loan Party is the surviving
person; 
 (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to
the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; and 

(d) any Immaterial Subsidiary may dissolve, liquidate or Dispose of all or substantially all of its assets (upon voluntary liquidation or
otherwise). 
 7.05 Dispositions. Make any Disposition, except: 

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

 (b) Dispositions of inventory in the ordinary course of business; 

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase
price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; 
 (d) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a wholly-owned Subsidiary, provided that if the transferor of such property is the Borrower or a Guarantor, then
the transferee thereof must be either the Borrower or a Guarantor; 
 (e) Dispositions permitted by Section 7.01 or
7.04; 
 (f) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with
past practice; 
 (g) space leases (including subleases) entered into in the ordinary course of business and substantially
consistent with past practice; and 

  
 74 









 (h) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this
Section 7.05; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause
(h) shall not exceed in the aggregate, on the date of such Disposition, including any Disposition to be made on such date of determination, twenty-five percent (25%) of the consolidated total assets of the Borrower and its Subsidiaries (as
of the most recent fiscal quarter end of the Borrower for which financial statements are available); 
 provided, however, that
any Disposition pursuant to clauses (a) through (g) shall be for fair market value (other than Dispositions from one Loan Party to another Loan Party and de minimus Dispositions). 

7.06 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business
conducted by the Borrower and its Subsidiaries on the date hereof or any business reasonably related, incidental, ancillary or complementary thereto and any reasonable extension, development or expansion thereof. 

7.07 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in
the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length
transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to (a) transactions between or among the Borrower and any of its Subsidiaries or between and among any Subsidiaries,
(b) transactions with an Affiliate otherwise permitted by this Agreement, (c) transactions, arrangements, reimbursements and indemnities permitted between or among such parties under this Agreement, (d) the payment of reasonable fees
and out-of-pocket costs to directors, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or its Subsidiaries or (e) any issuances of
securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by the Borrower’s board of directors. 

7.08 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan
Document and except in the case of restrictions and conditions imposed by Law) that does not permit (i) any Subsidiary to make Restricted Payments or other distributions to any Loan Party or to otherwise transfer property to or invest in a Loan
Party, (ii) any Subsidiary to Guarantee the Obligations, (iii) any Subsidiary to make or repay loans to a Loan Party, or (iv) the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such
Person; provided, however, that the foregoing shall not prohibit (A) any restriction incurred or provided in favor of any holder of Indebtedness permitted under Sections 7.03(f) solely to the extent any such restriction
relates to the property financed by or the subject of such Indebtedness; (B) customary anti-assignment provisions (1) in contracts restricting the assignment thereof or (2) in contracts for the Disposition of any assets or any
Subsidiary, provided that the restrictions in any contract referred to in this clause (2) shall apply only to the assets or the Subsidiary that is to be Disposed of; (C) provisions in leases of real property that prohibit mortgages
or pledges of the lessee’s interest under such lease or 

  
 75 









 
restricting subletting or assignment of such lease; (D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures to the extent such joint
ventures are permitted hereunder; (E) customary restrictions arising under licenses and other contracts entered into in the ordinary course of business; or (F) customary restrictions in documentation governing Indebtedness of the type
referred to in Section 7.03(b) or (h) of the definition thereof. 
 7.09 Use of Proceeds. Use the
proceeds of any Credit Extension for the purpose of “purchasing” or “carrying” any margin stock (within the meaning of Regulation U of the FRB) in any manner that would cause any Lender to be in violation of Regulation U of the
FRB (or any other regulation of the FRB) or the Securities Exchange Act of 1934, as amended from time to time, or any successor statute, or the rules and regulations promulgated thereunder, in each case as in effect on the date or dates of such
Credit Extension and the use of such proceeds. 
 7.10 Financial Covenants. 

(a) Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any four
fiscal quarter period of the Borrower to be less than the ratio set forth below opposite such four fiscal quarter period: 
  

			
	 Four Fiscal Quarters Ending
	  	Minimum
Consolidated Fixed
Charge Coverage
Ratio
	 Closing Date through December 31, 2012
	  	2.00 to 1.00
	 March 31, 2013 through December 31, 2014
	  	2.25 to 1.00
	 March 31, 2015 and each fiscal quarter thereafter
	  	2.50 to 1.00

 (b)
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as of the end of any period of four fiscal quarters of the Borrower to be greater than 3.00 to 1.00. 
 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 
 8.01 Events of
Default. Any of the following shall constitute an Event of Default: 
 (a) Non-Payment. The Borrower or any other
Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan or on any L/C
Obligation, or any fee due hereunder, or (iii) within five (5) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of
Section 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or 

  
 76 









 (c) Other Specified Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in Section 6.01 or 6.02 and such failure continues for fifteen (15) days; or 
 (d) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a), (b) or (c) above) contained in any Loan Document on its
part to be performed or observed and such failure continues for 30 days; or 
 (e) Representations and Warranties. Any
representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be
incorrect or misleading in any material respect (except where any such representation, warranty, certification or statement of fact is otherwise qualified by materiality, in which case if such representation, warranty, certification or statement of
fact shall be incorrect or misleading in any respect), when made or deemed made; or 
 (f) Cross-Default. (i) The
Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the
effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (subject to Section 7.01, other than cash collateral provided as a result of a
defaulting lender under such Indebtedness); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower
or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either
event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or 
 (g) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief
Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the 

  
 77 









 
application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to
all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or 

(h) Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary (other than any Immaterial Subsidiary) becomes
unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of
any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or 
 (i) Judgments.
There is entered against the Borrower or any Subsidiary one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not paid or not covered
by independent third-party insurance as to which the insurer does not dispute coverage), and (A) enforcement proceedings are commenced by any creditor upon such judgment or order or (B) there is a period of 30 consecutive days during which
a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 
 (j) ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or 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 in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or 
 (k) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or
thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any material provision of any Loan Document; or any Loan
Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or 
 (l) Change of Control. There occurs any Change of Control. 
 8.02
Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such commitments and obligation shall be terminated; 

  
 78 









 (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the
Borrower; 
 (c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding
Amount thereof); and 
 (d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to
it, the Lenders and the L/C Issuer under the Loan Documents; 
 provided, however, that upon the occurrence of an actual or deemed
entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any Lender. 
 8.03
Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the
following order: 
 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; 

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal,
interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of
any Lender or the L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; 

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the
Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; 

  
 79 









 Fourth, to payment of that portion of the Obligations constituting unpaid principal
of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; 
 Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the
extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.15; 
 Sixth, to
payment of Obligations then owing under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements, ratably among the Cash Management Banks and the Hedge Banks in proportion to the respective amounts described in this clause Sixth
held by them; and 
 Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Law. 
 Subject to Sections 2.03(c) and 2.15, amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 

Notwithstanding the foregoing, Obligations arising under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements shall be excluded from the
application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case
may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative
Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto. 

ARTICLE IX. ADMINISTRATIVE AGENT 
 9.01 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America 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 are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of
any of such provisions. 
 9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or 

  
 80 









 
“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. 

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

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law; 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 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer. 
 The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any
other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or
(v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

  
 81 









 9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a
Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior
to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 9.05
Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent.
The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and
to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

 9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to
the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the approval of the Borrower (unless an Event of Default has occurred and is continuing, in which
case no such approval shall be required), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer,
subject to the approval of the Borrower (unless an Event of Default has occurred and is continuing, in which case no such approval shall be required), appoint a successor Administrative Agent meeting the qualifications set forth above;
provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and
(1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders
or the L/C 

  
 82 









 
Issuer 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
(2) 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 L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the
retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. 

(b) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C
Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer
with respect to such Letters of Credit. 
 9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and
the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based
on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder. 
 9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of
the Joint Book Managers, Joint Lead Arrangers, Syndication Agent, or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its
capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder. 

  
 83 









 9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise 

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

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any
Lender or the L/C Issuer in any such proceeding. 
 9.10 Collateral and Guaranty Matters. The Lenders (including in its
capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document
(i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Guaranteed Cash Management Agreements and
Guaranteed Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other
arrangements satisfactory to the Administrative Agent and the 

  
 84 









 
L/C Issuer shall have been made), (ii) that is Disposed or to be Disposed as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, or
(iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; 
 (b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by
Section 7.01(i); and 
 (c) to release any Guarantor from its obligations under the Guaranty if such
Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, or if such Person becomes an Immaterial Subsidiary after the date hereof. 
 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or
items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 
 9.11 Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements. Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the
provisions of Section 8.03 or the Guaranty by virtue of the provisions hereof or of the Guaranty shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document (or
to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding
any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Guaranteed Cash
Management Agreements and Guaranteed Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash
Management Bank or Hedge Bank, as the case may be. 
 ARTICLE X. MISCELLANEOUS 

10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any
departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be (or the Administrative Agent with the consent of the
Required Lenders) and the Administrative Agent has received prior notice thereof, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,
however, that no such amendment, waiver or consent shall: 
 (a) waive any condition set forth in
Section 4.01(a) without the written consent of each Lender; 

  
 85 









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

 (d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause
(iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however,
that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees or any other amount at the Default Rate;

 (e) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without
the written consent of each Lender; 
 (f) change any provision of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of
each Lender; or 
 (g) release all or substantially all of the value of the Guaranty without the written consent of each Lender,
except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); 
 and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or
duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to
the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties
thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of
all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such
Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than 

  
 86 









 
other affected Lenders shall require the consent of such Defaulting Lender. If any Lender does not consent to a proposed amendment or waiver that requires the consent of each Lender or each
affected Lender and such amendment or waiver has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver or consent can be
effected as a result of the assignment contemplated by Section 10.13. 
 Notwithstanding any provision herein to the
contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional revolving credit facilities to this Agreement and to permit the extensions of
credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan
Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved
by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.

 10.02 Notices; Effectiveness; Electronic Communication.  

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier
as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier
number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in
its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public
information relating to the Borrower). 
 Notices and other communications sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as
provided in such subsection (b). 

  
 87 









 (b) Electronic Communications. Notices and other communications to the Lenders and
the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply
to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications. 
 Unless the Administrative Agent otherwise prescribes,
(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as
available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 
 (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS
OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related
Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any
Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 
 (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto. Each other 

  
 88 









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

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that
inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case 

  
 89 









 
may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of
Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to
Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any
rights and remedies available to it and as authorized by the Required Lenders. 
 10.04 Expenses; Indemnity; Damage
Waiver. 
 (a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided
for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), subject to the limitations previously agreed to with the Company; (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements
of any counsel for the Administrative Agent, any Lender or the L/C Issuer; provided that such reimbursement obligation shall be limited to the fees, charges and disbursements of (A) one counsel generally representing the Administrative
Agent, any Lender or the L/C Issuer taken as a whole, and (B) in the case of an actual or perceived conflict of interest with respect to any such party, where such party affected by such conflict informs the Borrower of such conflict and
thereafter retains its own counsel, of such counsel, and (C) if reasonably necessary, one local counsel for all such parties taken as a whole in each relevant jurisdiction, and (D) if reasonably necessary, special counsel for all such
parties taken as a whole) in connection with the enforcement or protection of its rights (1) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (2) 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. The Borrower hereby acknowledges that the Administrative
Agent, any Lender or the L/C Issuer may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of counsel referred to in this clause (a) based on the fees such counsel may receive on account of
their relationship with such party, including, without limitation, fees paid pursuant hereto. 
 (b) Indemnification by the
Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities 

  
 90 









 
and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee but excluding Taxes, which shall be governed by Section 3.01), 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 by
the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated
by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the
foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower 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 a material breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer 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 L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer 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 L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are
subject to the provisions of Section 2.12(d). 
 (d) Waiver of Consequential Damages, Etc. To the fullest
extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as


  
 91 









 
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 subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent
jurisdiction. 
 (e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after
demand therefor. 
 (f) Survival. The agreements in this Section shall survive the resignation of the Administrative
Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the
L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not
been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause
(b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

10.06 Successors and Assigns.  
 (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted
hereby, except that neither the Borrower nor any other Loan Party shall 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 subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection
(d) of this Section, or (iii) by way of pledge or assignment of a security 

  
 92 









 
interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that
any such assignment shall be subject to the following conditions: 
 (i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 
 (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not
then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent
or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to
a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met. 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of the Swing Line Lender’s rights and
obligations in respect of Swing Line Loans; 

  
 93 









 (iii) Required Consents. No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A)
the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate
of a Lender or an Approved Fund; 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; 
 (B) the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; 

(C) the consent of the L/C Issuer (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); and 
 (D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment. 

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation
fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
 (v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates, or (B) to any Defaulting Lender or any of its
Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person. 

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting
Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate
amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the
Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all
payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund 

  
 94 









 
as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in
the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be
a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 
 Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d) of this Section. 
 (c) Register. The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The 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. 
 (d)
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, a Defaulting Lender or the Borrower or any of the
Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including
such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. 

  
 95 









 Each Lender, acting for this purpose as an agent of the Borrower, shall maintain at its
offices a record of each agreement or instrument effecting any participation and a register for the recordation of the names and addresses of its Participants and their rights with respect to principal amounts and other Obligations from time to time
(each, a “Participation Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information
relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any of the Loan Documents) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter
of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person
whose name is recorded in the Participation Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. 
 Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01,
3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. 
 (e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant, 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 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with
Section 3.01 as though it were a Lender. 
 (f) Certain Pledges. Any Lender may at any time pledge or assign
a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

  
 96 









 (g) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding
anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign
as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may
be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and
all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing
Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make
Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. 

10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees
to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees,
advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations
or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of
or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. For 

  
 97 









 
purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person
would accord to its own confidential information. 
 Each of the Administrative Agent, the Lenders and the L/C Issuer
acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information
and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. 
 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency)
at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing
under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer 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 L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the
event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of
Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall
provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and
the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount
that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, 

  
 98 









 
if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and
(c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 
 10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Agreement, and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other
electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. 
 10.11
Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 
 10.12 Severability. If
any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C
Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 

  
 99 









 10.13 Replacement of Lenders. If any Lender or any L/C Issuer requests compensation
under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender, the L/C Issuer or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, if any
Lender does not consent to a proposed amendment or waiver that requires the consent of each Lender or each affected Lender and such amendment or waiver has been approved by the Required Lenders, or if any Lender is a Defaulting Lender, then, in each
case, the Borrower may, at its sole expense and effort, upon notice to such Lender or such L/C Issuer and the Administrative Agent, require such Lender or such L/C Issuer to assign and delegate, without recourse (in accordance with and subject to
the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided that: 
 (a) the Borrower shall have paid to the
Administrative Agent the assignment fee specified in Section 10.06(b); 
 (b) such Lender shall have received payment of
an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 
 (c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will
result in a reduction in such compensation or payments thereafter; and 
 (d) such assignment does not conflict with applicable
Laws. 
 A Lender or the L/C Issuer shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or the L/C Issuer or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. 
 10.14 Governing Law; Jurisdiction; Etc. 
 (a) GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) SUBMISSION TO
JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF
THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND


  
 100









 
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN
ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 (c) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 
 (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT
OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 
 10.15 Waiver of Jury Trial. EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

  
 101









 10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower for itself and on behalf of each other Loan Party acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower,
each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and, the Joint Lead Arrangers on the other hand, (B) each of the Borrower and the other Loan Parties has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents; (ii) (A) each of the Administrative Agent and each Joint Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not,
and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) none of the Administrative Agent nor either Joint Lead Arranger has any
obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the
Administrative Agent and each Joint Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates,
and none of the Administrative Agent nor either Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, the
Borrower for itself and for each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent or either Joint Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby. 
 10.17 Electronic Execution of Assignments and Certain
Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be
deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act. 
 10.18 USA PATRIOT Act. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, 

  
 102









 
promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply
with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 
 [Signature pages follow.] 

  
 103









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

			
	O’REILLY AUTOMOTIVE, INC.
		
	By:	 	       /s/ Thomas
McFall




			
	Name:	 	Thomas McFall
	Title:	 	Executive Vice President of Finance and
		 	Chief Financial Officer









  

			
	BANK OF AMERICA, N.A., as
	Administrative Agent
		
	By:	 	 /s/ Bozena
Janociak




			
	Name:	 	 Bozena
Janociak




			
	Title:	 	 Assistant Vice President




  








  

			
	 BANK OF AMERICA, N.A., as a Lender, L/C
 Issuer and Swing Line Lender

		
	By:	 	 /s/ Eric A.
Escagne




			
	Name:	 	 Eric A.
Escagne




			
	Title:	 	 Senior Vice President




  








  

			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Ritam
Bhalla




			
	Name:	 	 Ritam
Bhalla




			
	Title:	 	 Vice President




  








  

					
	JPMORGAN CHASE BANK, N.A., as a Lender
			
		 	By:	 	 /s/ Brian
McDougal




					
		 	Name:	 	 Brian
McDougal




					
		 	Title:	 	 Senior Credit Executive










  

					
	U.S. BANK, NATIONAL ASSOCIATION, as a Lender
			
		 	By:	 	 /s/ Michael P.
Dickman




					
		 	Name:	 	 Michael P.
Dickman




					
		 	Title:	 	 Vice President










  

					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
			
		 	By:	 	 /s/ Kevin L.
Handley




					
		 	Name:	 	 Kevin L.
Handley




					
		 	Title:	 	 Vice President










  

					
	BRANCH BANKING AND TRUST COMPANY, as a Lender
			
		 	By:	 	 /s/ Kenneth M.
Blackwell




					
		 	Name:	 	 Kenneth M.
Blackwell




					
		 	Title:	 	 Senior Vice President










  

					
	FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, as a Lender
			
		 	By:	 	 /s/ John
Antonczak




					
		 	Name:	 	 John
Antonczak




					
		 	Title:	 	 Vice President










  

					
	RBS CITIZENS, N.A., as a Lender
			
		 	By:	 	 /s/ Mark
Wegener




					
		 	Name:	 	 Mark
Wegener




					
		 	Title:	 	 Senior Vice President










  

					
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
			
		 	By:	 	 /s/ Gina
Monette




					
		 	Name:	 	 Gina
Monette




					
		 	Title:	 	 VP – U.S. Corporate Banking Department










  

					
	BOKF, dba BANK OF OKLAHOMA, as a Lender
			
		 	By:	 	 /s/ Matt C.
Crew




					
		 	Name:	 	 Matt C.
Crew




					
		 	Title:	 	 Vice President










  

					
	UMB BANK, N.A., as a Lender
			
		 	By:	 	 /s/ Charles J.
Wolf




					
		 	Name:	 	 Charles J.
Wolf




					
		 	Title:	 	 Senior Vice President










  

					
	COMMERCE BANK, N.A., as a Lender
			
		 	By:	 	 /s/ Dennis R.
Block




					
		 	Name:	 	 Dennis R.
Block




					
		 	Title:	 	 Senior Vice
President




					
	
	FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender
			
		 	By:	 	 /s/ Matthew A.
Wages




					
		 	Name:	 	 Matthew A.
Wages




					
		 	Title:	 	 Vice President










 SCHEDULE 1.01(a) 

EXISTING LETTERS OF CREDIT 
  

															
	 Issuing Bank
	  	 Account Party
	  	 Beneficiary
	  	No.	  	Maximum
Amount
Eligible to 
Be
Drawn	 	  	Expiry
Date	 
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Ace American Insurance	  	NZS624797	  	$	2,699,855.00	  	  	 	7/29/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Ace American Insurance	  	NZS624785	  	$	7,589,340.00	  	  	 	11/8/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Ace American Insurance	  	NZS624805	  	$	4,111,772.00	  	  	 	3/29/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Ace American Insurance	  	NZS624789	  	$	7,445,506.00	  	  	 	5/1/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	American Casualty	  	NZS624801	  	$	257,000.00	  	  	 	7/30/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	American Casualty	  	NZS624834	  	$	1,485,000.00	  	  	 	3/19/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	American Casualty	  	NZS624838	  	$	261,000.00	  	  	 	4/11/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Hartford Fire Insurance Co.	  	NZS624811	  	$	13,000,000.00	  	  	 	4/7/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	City of Franklin	  	NZS624833	  	$	47,400.00	  	  	 	7/29/2011	  


  
 Schedule
1.01(a) - 1 








  

															
	 Issuing Bank
	  	 Account Party
	  	 Beneficiary
	  	No.	  	Maximum
Amount
Eligible to 
Be
Drawn	 	  	Expiry
Date	 
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Federal Ins Company	  	NZS624828	  	$	144,000.00	  	  	 	8/23/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Travelers Co.	  	NZS624794	  	$	35,000.00	  	  	 	7/30/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Universal Underwriters	  	NZS624823	  	$	6,979.00	  	  	 	8/22/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Hartford Fire Insurance Co.	  	NZS634848	  	$	15,500,000.00	  	  	 	1/22/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	Henry County Water & Sewer	  	NZS656309	  	$	6,311.00	  	  	 	2/19/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	City of Wentzville	  	NZS667142	  	$	96,442.00	  	  	 	9/13/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	The Utah Dept. of Transportation	  	SM238217W	  	$	15,000.00	  	  	 	12/8/2011	  
	Wells Fargo Bank, National Association	  	O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.)	  	City of Aiken, SC	  	NZS658045	  	$	5,000.00	  	  	 	3/29/2011	  
	JPMorgan Chase Bank, N.A.	  	CSK Auto, Inc.	  	Buller Family Partnership	  	SB211247	  	$	500,000.00	  	  	 	10/20/2011	  
	JPMorgan Chase Bank, N.A.	  	CSK Auto, Inc.	  	Arrowhead Indemnity	  	SB391977	  	$	1,500,000.00	  	  	 	10/28/2011	  


  
 Schedule
1.01(a) - 2 








  

															
	 Issuing Bank
	  	 Account Party
	  	 Beneficiary
	  	No.	  	Maximum
Amount
Eligible to 
Be
Drawn	 	  	Expiry
Date	 
	JPMorgan Chase Bank, N.A.	  	CSK Auto, Inc.	  	Arrowhead Indemnity	  	SB297908	  	$	1,500,000.00	  	  	 	10/28/2011	  
	JPMorgan Chase Bank, N.A.	  	CSK Auto, Inc.	  	Zurich American Insurance Company	  	P243125	  	$	15,000,000.00	  	  	 	11/26/2011	  


  
 Schedule
1.01(a) - 3 








 SCHEDULE 1.01(b) 

IMMATERIAL SUBSIDIARIES 
 None. 

  
 Schedule
1.01(b) - 1 








 SCHEDULE 2.01 

COMMITMENTS 

AND APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Commitment	 	  	Applicable
Percentage	 
	 Bank of America, N.A.
	  	$	90,000,000.00	  	  	 	12.0000000000	% 
	 Barclays Bank PLC
	  	$	90,000,000.00	  	  	 	12.0000000000	% 
	 JPMorgan Chase Bank, N.A.
	  	$	85,000,000.00	  	  	 	11.3333333333	% 
	 U.S. Bank, National Association
	  	$	80,000,000.00	  	  	 	10.6666666667	% 
	 Wells Fargo Bank, National Association
	  	$	80,000,000.00	  	  	 	10.6666666667	% 
	 Branch Banking and Trust Company
	  	$	60,000,000.00	  	  	 	8.0000000000	% 
	 Fifth Third Bank, an Ohio Banking Corporation
	  	$	60,000,000.00	  	  	 	8.0000000000	% 
	 RBS Citizens, National Association
	  	$	60,000,000.00	  	  	 	8.0000000000	% 
	 Capital One, National Association
	  	$	35,000,000.00	  	  	 	4.6666666667	% 
	 UMB Bank, N.A.
	  	$	35,000,000.00	  	  	 	4.6666666667	% 
	 BOKF, dba Bank of Oklahoma
	  	$	25,000,000.00	  	  	 	3.3333333333	% 
	 Commerce Bank, N.A.
	  	$	25,000,000.00	  	  	 	3.3333333333	% 
	 First Tennessee Bank National Association
	  	$	25,000,000.00	  	  	 	3.3333333333	% 
		  	 	 	 	  	 	 	 
	 Total
	  	$	750,000,000.00	  	  	 	100.000000000	% 
		  	 	 	 	  	 	 	 


  
 Schedule 2.01
- 1 








 SCHEDULE 5.06 

LITIGATION 
 DOJ
Investigation: 
 The Department of Justice (“DOJ”)’s criminal investigation into the legacy pre-acquisition
accounting practices of CSK (the “DOJ Investigation”) is near a conclusion and is described more fully below. In addition, the SEC complaint against three (3) former employees of CSK for alleged conduct related to CSK’s
historical accounting practices remains ongoing. The action filed by the SEC on July 22, 2009, against Maynard L. Jenkins, the former chief executive officer of CSK seeking reimbursement from Mr. Jenkins of certain bonuses and stock sale
profits pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 also continues. The DOJ criminal complaint against Don Watson, the former Chief Financial Officer of CSK, remains ongoing with trial set to commence on or about June 7,
2011. 
 With respect to the ongoing DOJ Investigation, attorneys from the DOJ indicated that, as a result of conduct alleged against the former
employees, as set forth in the pleadings in United States vs. Fraser, et. al., U.S. District Court, District of Arizona; Case No: 2:09-cr-00372-SRB, the DOJ believes criminal charges against CSK are appropriate. The Borrower and its Subsidiaries
have continued to cooperate with and engage in discussions with the DOJ to resolve the pre-acquisition accounting issues related to CSK arising from the conduct of its former employees as referenced above. The Borrower or one of its Subsidiaries and
the DOJ have now agreed in principle, subject to final documentation, to resolve the DOJ Investigation. Based upon the agreement in principle for a final settlement, the Company recorded an additional charge of $5.9 million in the third quarter of
2010 to increase its accrual in anticipation of the DOJ, CSK and the Borrower or one of its Subsidiaries executing a Non-Prosecution Agreement and paying a one-time monetary penalty of $20.9 million dollars. 

Notwithstanding the agreement in principle with the DOJ, several of CSK’s former directors or officers and current or former employees have been or
may be interviewed or deposed as part of criminal, administrative and civil investigations and lawsuits. As described above, certain former employees of CSK are the subject of civil and criminal litigation commenced by the government. Under Delaware
law, the charter documents of the CSK entities and certain indemnification agreements, CSK has certain obligations to indemnify these persons and the Borrower and its Subsidiaries are currently incurring legal fees on behalf of these persons in
relation to pending matters. Some of these indemnification obligations and other related costs may not be covered by CSK’s insurance policies. 
 As a result of the CSK acquisition, the Borrower and its Subsidiaries expect to continue to incur ongoing legal fees related to the indemnity obligations related to the litigation that has commenced by
the DOJ and SEC of CSK’s former employees. 

  
 Schedule 5.06
- 1 








 SCHEDULE 5.12(c) 

ERISA MATTERS 
 Pension
Plan for Kragen Auto Parts Members of the Teamsters Automotive Workers Union was acquired in connection with the CSK acquisition. This plan is in the process of being terminated. It is effectively fully-funded, and any deficiency at the time of
termination is not expected to be material. 

  
 Schedule
5.12(d) - 1 








 SCHEDULE 5.12(d) 

PENSION PLANS 
 Pension
Plan for Kragen Auto Parts Members of the Teamsters Automotive Workers Union was acquired in connection with the CSK acquisition. This plan is in the process of being terminated. It is effectively fully-funded, and any deficiency at the time of
termination is not expected to be material. 

  
 Schedule
5.12(d) - 1 








 SCHEDULE 5.13 

SUBSIDIARIES; 
 OTHER EQUITY INVESTMENTS 
  

	Part (a).	Subsidiaries. 

  

											
	 Subsidiary
	  	 Jurisdiction of

Incorporation/
Formation
	  	 Holder of

Equity Interest
	  	Percentage of
Subsidiary’s
Outstanding
Shares or Other
Interests Owned	 	 	 Class and No. of

Shares

Outstanding

	 O’Reilly Automotive Stores, Inc.
	  	Missouri	  	O’Reilly Automotive, Inc.	  	 	100	% 	 	1,000 common shares
	 CSK Auto, Inc.
	  	Arizona	  	CSK Auto Corporation	  	 	100	% 	 	2,000 common shares
	 Ozark Automotive Distributors, Inc.
	  	Missouri	  	O’Reilly Automotive Stores, Inc.	  	 	100	% 	 	12 common shares
	  	  	  	 	38 common shares
	 Greene County Realty Co.
	  	Missouri	  	O’Reilly Automotive Stores, Inc.	  	 	100	% 	 	6 common shares
	 Ozark Services, Inc.
	  	Missouri	  	Ozark Automotive Distributors, Inc.	  	 	100	% 	 	50,000 common shares
	 Ozark Purchasing, LLC
	  	Missouri	  	Ozark Services, Inc.	  	 	100	% 	 	N/A
	 CSKAUTO.COM, Inc.
	  	Delaware	  	CSK Auto, Inc.	  	 	100	% 	 	100 common shares
	 O’Reilly II Aviation Corporation
	  	Missouri	  	O’Reilly Automotive Stores, Inc.	  	 	100	% 	 	500 common shares


  
 Schedule 5.13
- 1 









											
	 Subsidiary
	  	 Jurisdiction of

Incorporation/
Formation
	  	 Holder of

Equity Interest
	  	Percentage of
Subsidiary’s
Outstanding
Shares or Other
Interests Owned	 	 	 Class and No. of

Shares

Outstanding

	 OC Holding Company, LLC
	  	Delaware	  	O’Reilly Automotive Stores, Inc.	  	 	100	% 	 	N/A
	 CSK Auto Corporation
	  	Delaware	  	OC Holding Company, LLC	  	 	100	% 	 	1,000 common shares

  

	Part (b).	Other Equity Investments. 


O’Reilly Automotive, Inc. owns a 7.4% interest in Internet Auto Parts, Inc., a Delaware corporation. 

  
 Schedule 5.13
- 2 








 SCHEDULE 7.01 

EXISTING LIENS 
  

	1.	Liens of BA Merchant Services, LLC and/or Bank of America, N.A. in (a) amounts held by or payable to O’Reilly Automotive Stores, Inc., pursuant to the
Merchant Agreement dated as of June 19, 2006 by and among BA Merchant Services, LLC, Bank of America, N.A. and O’Reilly Automotive Stores, Inc. (formerly known as O’Reilly Automotive, Inc.), and (b) amounts held by or payable to
CSK Auto, Inc. pursuant to the Merchant Agreement dated as of June 2, 1997 by and among BA Merchant Services, LLC (successor in interest to National Processing Company and National Processing Company , LLC), Bank of America, N.A. (successor in
interest to National City Bank of Kentucky) and CSK Auto, Inc., in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time. 


 

	2.	A property at 2055 South Garey Ave, Pomona, CA, including any improvements thereon, that was leased by CSK Auto, Inc. is subject to leasehold construction mortgages
(and related UCC filings) with GE Finance. 

  

	3.	Liens securing 392 vehicles subject to the capital lease between Automotive Rentals, Inc. and CSK Auto, Inc. Agreement commenced March 19, 2001 leases expire thru
October 15, 2013. 

  

	4.	The following three properties (including any improvements thereon) that are leased by CSK Auto, Inc. are subject to capital lease agreements: 


 

	 	a.	5820 Central Avenue Se, Albuquerque, NM 

  

	 	b.	111 E. Northern Lights Blvd, Anchorage, AK 

  

	 	c.	1551 Muldoon Road, Anchorage, AK 


  
 Schedule 7.01
- 1 








 SCHEDULE 7.03 

EXISTING INDEBTEDNESS 
  

	1.	CSK Auto, Inc. has incurred Indebtedness of approximately $354,865 in connection with construction loans relating to a property at 2055 South Garey Ave, Pomona, CA.


  

	2.	CSK Auto, Inc. has incurred Indebtedness of approximately $1,936,910 related to capital leases on 392 vehicles. 


 

	3.	CSK Auto, Inc. has incurred Indebtedness of $398,144 in the aggregate (as of December 31, 2010) related capital leases for the following properties:


  

	 	a.	5820 Central Avenue Se, Albuquerque, NM 

  

	 	b.	111 E. Northern Lights Blvd, Anchorage, AK 

  

	 	c.	1551 Muldoon Road, Anchorage, AK 


  
 Schedule 7.03
- 1 








 SCHEDULE 10.02 

ADMINISTRATIVE AGENT’S OFFICE; 
 CERTAIN ADDRESSES FOR NOTICES 
 BORROWER: 

 

			
	O’Reilly Automotive, Inc.
	233 South Patterson
	Springfield, Missouri 65802
	Attention:	  	Thomas McFall,
		  	 Executive Vice President of Finance
 and Chief Financial Officer

	Telephone:	  	417-874-7162
	Telecopier:	  	417-874-7145
	Website Address: www.oreillyauto.com
	U.S. Taxpayer Identification Number: 27-4358837


ADMINISTRATIVE AGENT: 

Administrative Agent’s Office – For Operational Notices (Borrowings, Payments, Etc.): 

 

			
	Bank of America, N.A.
	901 Main Street
	 MailCode: TX1-492-14-12
 Dallas, Texas 75202-3714

	Attention:	  	Nita Hickson
	Telephone:	  	214-209-9126
	Telecopier:	  	214-290-9478


  
 Schedule 10.02
- 1 








 Other Notices as Administrative Agent—Financial Statements, 

Compliance Certificate and Other Notices for the Bank Group: 

 

			
	Bank of America, N.A.
	 Agency Management

135 S. LaSalle Street

	MailCode: IL4-135-05-41
	Chicago, Illinois 60604
	Attention:	  	Bozena Janociak
	Telephone:	  	312-828-3597
	Telecopier:	  	877-207-0732
	
	L/C ISSUER:
	
	Bank of America, N.A.
	Trade Operations
	1 Fleet Way
	Mail Code: PA6-580-02-30
	Scranton, Pennsylvania 18507
	Attention:	  	Alfonso (Al) Malave
	Telephone:	  	570-330-4212
	Telecopier:	  	570-330-4186
	
	SWING LINE LENDER:
	
	Bank of America, N.A.
	901 Main Street
	 MailCode: TX1-492-14-12
 Dallas, Texas 75202-3714

	Attention:	  	Nita Hickson
	Telephone:	  	214-209-9126
	Telecopier:	  	214-290-9478


  
 Schedule 10.02
- 2 








 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 
 Date:             ,          

 

	To:	Bank of America, N.A., as Administrative Agent 


Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement dated as of January 14, 2011 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among O’Reilly Automotive, Inc., a Missouri corporation (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 

The undersigned hereby requests (select one): 
  

			
	 ̈ A Borrowing of Committed Loans	  	 ̈ A conversion or continuation of Committed Loans


 

	 	1.	On
                                         
                                         
   (a Business Day). 

  

	 	2.	In the amount of
$                                         
           . 

  

	 	3.	Comprised of
                                         
                   . 

 [Type of Committed Loan requested] 
  

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


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

			
	O’REILLY AUTOMOTIVE, INC.
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	  




  
 A-1

 Form of Committed Loan Notice 








 EXHIBIT B 

FORM OF SWING LINE LOAN NOTICE 
 Date:             ,          

 

	To:	Bank of America, N.A., as Swing Line Lender 


	    	Bank of America, N.A., as Administrative Agent 


Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement dated as of January 14, 2011 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among O’Reilly Automotive, Inc., a Missouri corporation (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 

The undersigned hereby requests a Swing Line Loan: 
  

	 	1.	On
                                         
                                         
   (a Business Day). 

  

	 	2.	In the amount of
$                                         
           . 

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

			
	O’REILLY AUTOMOTIVE, INC.
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	  




  
 B-1

 Form of Swing Line Loan Notice 








 EXHIBIT C 

FORM OF NOTE 
             ,          

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
                                        
or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit
Agreement dated as of January 14, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among
the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as
provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender
in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 
 This Note is
one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the
occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.
Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of
its Loans and payments with respect thereto. 
 The Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. 

  
 C-1

 Form of Note 








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

			
	O’REILLY AUTOMOTIVE, INC.
		
	By:	 	
 




			
	Name:	 	
 




			
	Title:	 	  




  
 C-2

 Form of Note 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	  	 Type of Loan
Made
	  	 Amount of

Loan Made
	  	 End of
 Interest

Period
	  	 Amount of
Principal or
Interest Paid

This Date
	  	 Outstanding
Principal

Balance This
 Date
	  	 Notation

Made By

		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	
		  		  		  		  		  		  	


  
 C-3

 Form of Note 








 EXHIBIT D 

FORM OF COMPLIANCE CERTIFICATE 
 Financial Statement Date:             , 
  

	To:	Bank of America, N.A., as Administrative Agent 


Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement dated as of January 14, 2011 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among O’Reilly Automotive, Inc., a Missouri corporation (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
                                        
1 of the Borrower, and that, as such, he/she is authorized
to execute and deliver this Compliance Certificate to the Administrative Agent on behalf of the Borrower, and that: 
 [Use
following paragraph 1 for fiscal year-end financial statements] 
 1. The Borrower has delivered the
year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant
required by such section. 
 [Use following paragraph 1 for fiscal quarter-end financial statements]

 1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement
for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 
 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonably detailed review of the transactions and
condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements. 
  

	1	 This Compliance Certificate should be from the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or
controller of the Borrower. 



  
 D-1

 Form of Compliance Certificate 








 3. [select one:] 

[To the best knowledge of the undersigned, no Default has occurred and is continuing.] 

—or— 
 [To the best knowledge of the undersigned, the following is a list of each Default existing as of the date hereof and its nature and status:] 

4. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the
Financial Statement Date referred to above. 
 IN WITNESS WHEREOF, the undersigned has executed this Compliance
Certificate as of
                                        ,
                    . 
  

			
	O’REILLY AUTOMOTIVE, INC.
		
	By:	 	  




			
	Name:	 	  




			
	Title:	 	  




  
 D-2

 Form of Compliance Certificate 








 For the Quarter/Year ended
                                        
(“Statement Date”) 
 SCHEDULE 1 

to the Compliance Certificate 
 ($ in 000’s) 
  

	I.	Section 7.10(a) – Consolidated Fixed Charge Coverage Ratio. 


 

									
	 A.
	 	Consolidated EBITDAR for four consecutive fiscal quarters ending on above date (“Subject Period”):	  			
				
		 	1.	 	Consolidated Net Income for Subject Period:	  	 	$                	  
				
		 	2.	 	Consolidated Interest Charges for Subject Period:	  	 	$                	  
				
		 	3.	 	Consolidated Rent Expense for Subject Period:	  	 	$                	  
				
		 	4.	 	Provision for income taxes for Subject Period:	  	 	$                	  
				
		 	5.	 	Depreciation expenses for Subject Period:	  	 	$                	  
				
		 	6.	 	Amortization expenses for Subject Period:	  	 	$                	  
				
		 	7.	 	Non-cash charges and non-cash items for stock based compensation for Subject Period:	  	 	$                	  
				
		 	8.	 	Other non-recurring non-cash reductions of Consolidated Net Income for Subject Period which do not represent a cash item in the Subject Period or any future period:	  	 	$                	  
				
		 	9.	 	Charges and expenses in connection with the DOJ investigation of CSK relating to CSK’s historical accounting practices and legal fees related to CSK’s obligations to
indemnify former employees of CSK who are the subject of, or otherwise involved in, litigation commenced by the DOJ and SEC related to the foregoing, provided such amount shall not exceed $40,000,000 in the aggregate for all fiscal quarters
of the Borrower for which this line item applies:	  	 	$                	  
				
		 	10.	 	Income tax credits for Subject Period:	  	 	$                	  
				
		 	11.	 	Non-cash additions to Consolidated Net Income for Subject Period:	  	 	$                	  
				
		 	12.	 	Consolidated EBITDAR (Lines I.A1 + 2 + 3 + 4 + 5 + 6 +7 + 8 + 9 – 10 – 11):	  	 	$                	  
			
	 B.
	 	Consolidated Interest Charges for Subject Period:	  	 	$                	  
			
	 C.
	 	Consolidated Rent Expense for Subject Period:	  	 	$                	  


  
 D-3

 Form of Compliance Certificate 








  

							
	 D.
	  	Consolidated Fixed Charge Coverage Ratio (Line I.A.12 ÷ (Line I.B + Line I.C)):	  	 	             to 1.00	  
			
		  	Minimum required:	  			

  

			
	 Four Fiscal Quarters Ending
	  	Minimum
Consolidated Fixed
Charge Coverage Ratio
	Closing Date through December 31, 2012	  	2.00 to 1.00
	March 31, 2013 through December 31, 2014	  	2.25 to 1.00
	March 31, 2015 and each fiscal quarter thereafter	  	2.50 to 1.00

  

	II.	Section 7.10(b) – Consolidated Leverage Ratio. 

  

											
	 A.
	  	 	Consolidated Adjusted Debt at Statement Date:	  			
				
		  	 	1.	  	  	Consolidated Funded Indebtedness (including standby letters of credit) at Statement Date:	  	 	$                    	  
				
		  	 	2.	  	  	Consolidated Rent Expense for Subject Period multiplied by 6.0:	  	 	$                    	  
				
		  	 	3.	  	  	Consolidated Adjusted Debt (Lines II.A.1 + 2):	  	 	$                    	  
			
	B.	  	 	Consolidated EBITDAR for Subject Period (Line I.A.12 above):	  	 	$                    	  
			
	C.	  	 	Consolidated Leverage Ratio (Line II.A.3 ÷ Line II.B):	  	 	         to 1.00	  
			
		  	 	Maximum permitted:	  	 	3.00 to 1.00	  


  
 D-4

 Form of Compliance Certificate 








 EXHIBIT E-1 

ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]2 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]3 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the
rights and obligations of [the Assignors][the Assignees]4 hereunder are several and not joint.]5 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, [the][each]
Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity
as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person,
whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is
without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 

 

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


	3	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If
the assignment is to multiple Assignees, choose the second bracketed language. 


	4	Select as appropriate. 


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


  
 E-1-1

 Form of Assignment and Assumption 








  

					
	1.	  	Assignor[s]:	  	                             
                                         
              
			
	2.	  	Assignee[s]:	  	                             
                                         
              
		  		  	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
			
	3.	  	Borrower:	  	O’Reilly Automotive, Inc.
			
	4.	  	Administrative Agent:	  	Bank of America, N.A., as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	Credit Agreement dated as of January 14, 2011, among O’Reilly Automotive, Inc., a Missouri corporation, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender
			
	6.	  	Assigned Interest[s]:	  	

  

																					
	 Assignor[s]6
	  	Assignee[s]7	 	  	Aggregate Amount
of Commitment/
Loans for all
Lenders8	 	  	Amount of
Commitment
Assigned	 	  	Percentage
Assigned of
Commitment/
Loans9	 	 	CUSIP
Number	 
		  				  	$	                	  	  	$	                	  	  	 	                	% 	 			
		  				  	$	                	  	  	$	                	  	  	 	                	% 	 			
		  				  	$	                	  	  	$	                	  	  	 	                	% 	 			

  

					
	 [7.
	  	Trade Date:	  	                             
       
]10


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

 

	6	 List each Assignor, as appropriate. 



	7	 List each Assignee, as appropriate. 



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



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



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




  
 E-1-2

 Form of Assignment and Assumption 








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

 

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Title:
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Title:


  

			
	[Consented to and]11 Accepted:
	
	 BANK OF AMERICA, N.A., as Administrative Agent

		
	By:	 	  

		 	Title:
	
	[Consented to:]12
		
	By:	 	  

		 	Title:

  

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



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



  
 E-1-3

 Form of Assignment and Assumption 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1. Representations and Warranties.

 1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document. 
 1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the
requirements to be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to
Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and
executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender. 

  
 E-1-4

 Form of Assignment and Assumption 








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

  
 E-1-5

 Form of Assignment and Assumption 








 EXHIBIT E-2 

FORM OF ADMINISTRATIVE QUESTIONNAIRE 
 On file with the Administrative Agent 







 EXHIBIT F 

FORM OF GUARANTY 
 See attached. 

  
 F 1

 Form of Guaranty 








 EXECUTION VERSION 

GUARANTY AGREEMENT 
 THIS GUARANTY AGREEMENT dated as of January 14, 2011 (this “Guaranty Agreement”), is being entered into among EACH OF THE UNDERSIGNED AND EACH OTHER PERSON WHO SHALL BECOME
A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor” and collectively the “Guarantors”) and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”) for each of the Guaranteed Parties (as defined in Section 1 below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit
Agreement. 
 RECITALS: 
 A. Pursuant to a Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among O’Reilly
Automotive, Inc., a Missouri corporation (the “Borrower”), the Administrative Agent, Bank of America, N.A., as Swing Line Lender and L/C Issuer, and the lenders now or hereafter party thereto (the “Lenders”), the
Lenders have agreed to provide to the Borrower a revolving credit facility with a letter of credit sublimit and swing line facility. 
 B. Certain additional extensions of credit may be made from time to time for the benefit of the Guarantors pursuant to certain Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements
(each as defined in the Credit Agreement). 
 C. It is a condition precedent to the Guaranteed Parties’ obligations
to make and maintain such extensions of credit that the Guarantors shall have executed and delivered this Guaranty Agreement to the Administrative Agent. 
 D. Each Guarantor is, directly or indirectly, a Subsidiary of the Borrower and will materially benefit from such extensions of credit. The credit extended under the Credit Agreement will be used in part
to enable the Borrower to make valuable transfers to the Guarantors in connection with the operation of their respective businesses. The credit extended under the Credit Agreement will enhance the overall financial strength and stability of the
Borrower’s consolidated group of companies, including the Guarantors. 
 In order to induce the Guaranteed Parties to from
time to time make and maintain extensions of credit under the Credit Agreement and under the Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements, the parties hereto agree as follows: 

1. Guaranty. Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably
guarantees to the Administrative Agent for the benefit of the Guaranteed Parties the payment and performance in full of the Guaranteed Liabilities (as defined below). For all purposes of this Guaranty Agreement, “Guaranteed
Liabilities” means: (a) the Borrower’s prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes, and all other Loan
Documents heretofore, now or at any time or times hereafter owing, arising, due 







 
or payable from the Borrower to any one or more of the Guaranteed Parties, including principal, interest, premiums and fees (including all fees and expenses of counsel required to be paid under
the terms of the Loan Documents (collectively, “Attorneys’ Costs”)); (b) each Loan Party’s prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and
provision to be performed, observed or discharged by such Loan Party under the Credit Agreement, the Notes and all other Loan Documents; and (c) the prompt payment in full by each Loan Party, when due or declared due and at all such times, of
obligations and liabilities now or hereafter arising under the Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements. The Guarantors’ obligations to the Guaranteed Parties under this Guaranty Agreement are hereinafter
collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the “Guarantor’s Obligations.” Notwithstanding the foregoing, the liability of each Guarantor
individually with respect to its Guarantor’s Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provisions of any applicable state law. 
 Each Guarantor agrees that it is jointly and
severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed Liabilities. 
 For purposes of this Guaranty Agreement, the following terms have the following definitions: 
 “Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been
paid in full (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements as to which arrangements satisfactory to the applicable
Cash Management Bank or Hedge Bank have been made) and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C
Issuer shall have been made). 
 “Guaranteed Parties” means, collectively, Administrative Agent, the Lenders,
the L/C Issuer, the Cash Management Banks, the Hedge Banks and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 of the Credit Agreement. 

2. Payment. If the Borrower shall default in payment or performance of any of the Guaranteed Liabilities, whether
principal, interest, premium, fees (including, but not limited to, Attorneys’ Costs), or otherwise, when and as the same shall become due, and after expiration of any applicable grace period, whether according to the terms of the Credit
Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, then any or all of the Guarantors will, upon demand thereof by the Administrative Agent, (i) fully
pay to the Administrative Agent, for the benefit of the Guaranteed Parties, subject to any restriction on each Guarantor’s Obligations set forth in Section 1 hereof, an amount equal to all the Guaranteed Liabilities then due and
owing or declared or deemed to be due and owing, including for this purpose, in the event of any Event of Default under Section 8.01(g) of the Credit Agreement (and irrespective of the applicability of


  
 2 








 
any restriction on acceleration or other action as against any other Loan Party under any Debtor Relief Laws), the entire outstanding or accrued amount of all Obligations or (ii) perform
such Guaranteed Liabilities, as applicable. For purposes of this Section 2, the Guarantors acknowledge and agree that “Guaranteed Liabilities” shall be deemed to include any amount (whether principal, interest, premium, fees)
which would have been accelerated in accordance with Section 8.02 of the Credit Agreement but for the fact that such acceleration could be unenforceable or not allowable under any Debtor Relief Law. 

3. Absolute Rights and Obligations. This is a guaranty of payment and not of collection. The Guarantors’ Obligations
under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Guaranty Agreement by reason
of: 
 (a) any lack of legality, validity or enforceability of the Credit Agreement, of any of the Notes, of any
other Loan Document, or of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantors’ Obligations, any of the Guaranteed Liabilities, or any other guaranty of any of the Guaranteed
Liabilities (the Loan Documents and all such other agreements and instruments being collectively referred to as the “Related Agreements”); 
 (b) any action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission to enforce any right conferred thereby, or any waiver of any
covenant or condition therein provided; 
 (c) any acceleration of the maturity of any of the Guaranteed
Liabilities, of the Guarantor’s Obligations of any other Guarantor, or of any other obligations or liabilities of any Person under any of the Related Agreements; 

(d) any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any
security for any of the Guaranteed Liabilities, for any of the Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities of any Person under any of the Related Agreements; 

(e) any dissolution of the Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement, or the
combination or consolidation of the Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of the Borrower, any Guarantor or any other Loan
Party or any other party to a Related Agreement; 
 (f) any extension (including without limitation extensions of
time for payment), renewal, amendment, restructuring or restatement of, any acceptance of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available under, the Credit Agreement, any of the Notes
or any other Loan Document or any other Related Agreement, in whole or in part; 

  
 3 








 (g) the existence, addition, modification, termination, reduction or
impairment of value, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities (including without limitation the Guarantor’s Obligations of any other Guarantor and obligations arising under any other Guaranty or any
other Loan Document now or hereafter in effect); 
 (h) any waiver of, forbearance or indulgence under, or other
consent to any change in or departure from any term or provision contained in the Credit Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment or performance of any of the
Guaranteed Liabilities, any of the Guarantor’s Obligations of any other Guarantor, or any of the obligations or liabilities of any party to any other Related Agreement; and 

(i) any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor or any other Loan Party)
which might in any manner or to any extent vary the risks of such Loan Party, or might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor (other than the payment and performance of the Guaranteed
Liabilities), including without limitation any right to require or claim that resort be had to the Borrower or any other Loan Party or to any collateral in respect of the Guaranteed Liabilities or Guarantors’ Obligations. 

It is the express purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors’ Obligations hereunder and under each
Guaranty Joinder Agreement shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment and performance as herein provided. 

4. Currency and Funds of Payment. All Guarantors’ Obligations for payment will be paid in lawful currency of the
United States of America and in immediately available funds, regardless of any law, regulation or decree now or hereafter in effect that might in any manner affect the Guaranteed Liabilities, or the rights of any Guaranteed Party with respect
thereto as against the Borrower or any other Loan Party, or cause or permit to be invoked any alteration in the time, amount or manner of payment by the Borrower or any other Loan Party of any or all of the Guaranteed Liabilities. 

5. Events of Default. Without limiting the provisions of Section 2 hereof, in the event that there shall occur
and be continuing an Event of Default, then notwithstanding any collateral or other security or credit support for the Guaranteed Liabilities, at the Administrative Agent’s election and without notice thereof or demand therefor, each of the
Guaranteed Liabilities and the Guarantors’ Obligations shall immediately be and become due and payable. 
 6.
Subordination. Until this Guaranty Agreement is terminated in accordance with Section 22 hereof, each Guarantor hereby unconditionally subordinates all present and future debts, liabilities or obligations now or hereafter
owing to such Guarantor (a) of the Borrower, to the payment in full of the Guaranteed Liabilities, (b) of every other Guarantor (an “obligated guarantor”), to the payment in full of the Guarantors’ Obligations of such
obligated guarantor, and (c) of each other Person now or hereafter constituting a Loan Party, to the payment in full of 

  
 4 








 
the obligations of such Loan Party owing to any Guaranteed Party and arising under the Loan Documents or any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement. All amounts due
under such subordinated debts, liabilities, or obligations shall, upon the occurrence and during the continuance of an Event of Default, be collected and, upon request by the Administrative Agent, paid over forthwith to the Administrative Agent for
the benefit of the Guaranteed Parties on account of the Guaranteed Liabilities, the Guarantors’ Obligations, or such other obligations, as applicable, and, after such request and pending such payment, shall be held by such Guarantor as agent
and bailee of the Guaranteed Parties separate and apart from all other funds, property and accounts of such Guarantor. 
 7.
Suits. Each Guarantor from time to time shall pay to the Administrative Agent for the benefit of the Guaranteed Parties, on demand, at the Administrative Agent’s Office or such other address as the Administrative Agent shall give
notice of to such Guarantor, the Guarantors’ Obligations as they become or are declared due, and in the event such payment is not made forthwith, the Administrative Agent may proceed to suit against any one or more or all of the Guarantors. At
the Administrative Agent’s election, one or more and successive or concurrent suits may be brought hereon by the Administrative Agent against any one or more or all of the Guarantors, whether or not suit has been commenced against the Borrower,
any other Guarantor, or any other Person and whether or not the Guaranteed Parties have taken or failed to take any other action to collect all or any portion of the Guaranteed Liabilities or have taken or failed to take any actions against any
collateral securing payment or performance of all or any portion of the Guaranteed Liabilities, and irrespective of any event, occurrence, or condition described in Section 3 hereof. 

8. Setoff and Waiver. Each Guarantor waives any right to assert against any Guaranteed Party as a defense, counterclaim,
setoff, recoupment or cross claim in respect of its Guarantor’s Obligations, any defense (legal or equitable) or other claim which such Guarantor may now or at any time hereafter have against the Borrower or any other Loan Party or any or all
of the Guaranteed Parties without waiving any additional defenses, setoffs, counterclaims or other claims otherwise available to such Guarantor. Each Guarantor agrees that each Guaranteed Party shall have the right of setoff to the same extent
provided in Section 10.08 of the Credit Agreement. 
 9. Waiver of Notice; Subrogation. 

(a) Each Guarantor hereby waives to the extent permitted by law notice of the following events or occurrences:
(i) acceptance of this Guaranty Agreement; (ii) the Lenders’ heretofore, now or from time to time hereafter making Loans, the L/C Issuer’s heretofore, now or from time to time hereafter issuing Letters of Credit and the
Lenders’ otherwise loaning monies or giving or extending credit to or for the benefit of the Borrower or any other Loan Party, or otherwise entering into arrangements with any Loan Party giving rise to Guaranteed Liabilities, whether pursuant
to the Credit Agreement or the Notes or any other Loan Document or Related Agreement or any amendments, modifications, or supplements thereto, or replacements or extensions thereof; (iii) presentment, demand, default, non-payment, partial
payment and protest; and (iv) any other event, condition, or occurrence described in Section 3 hereof. Each 

  
 5 








 
Guarantor agrees that each Guaranteed Party may heretofore, now or at any time hereafter do any or all of the foregoing in such manner, upon such terms and at such times as each Guaranteed Party,
in its sole and absolute discretion, deems advisable, without in any way or respect impairing, affecting, reducing or releasing such Guarantor from its Guarantor’s Obligations, and each Guarantor hereby consents to each and all of the foregoing
events or occurrences. 
 (b) Each Guarantor hereby agrees that payment or performance by such Guarantor of its
Guarantor’s Obligations under this Guaranty Agreement may be enforced by the Administrative Agent on behalf of the Guaranteed Parties upon demand by the Administrative Agent to such Guarantor without the Administrative Agent being required,
such Guarantor expressly waiving to the extent permitted by law any right it may have to require the Administrative Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against the Borrower or any other Guarantor or
any other guarantor of the Guaranteed Liabilities, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Administrative Agent or any Lender or other party to a Related
Agreement by the Borrower, any other Guarantor or any other Person on account of the Guaranteed Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY
AGREEMENT MAY BE MADE BY THE ADMINISTRATIVE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT. 

(c) Each Guarantor further agrees that with respect to this Guaranty Agreement, such Guarantor shall not exercise any of
its rights of subrogation, reimbursement, contribution, indemnity or recourse to security for the Guaranteed Liabilities until 93 days immediately following the Facility Termination Date shall have elapsed without the filing or commencement, by or
against any Loan Party, of any state or federal action, suit, petition or proceeding seeking any reorganization, liquidation or other relief or arrangement in respect of creditors of, or the appointment of a receiver, liquidator, trustee or
conservator in respect to, such Loan Party or its assets. If an amount shall be paid to any Guarantor on account of such rights at any time prior to termination of this Guaranty Agreement in accordance with the provisions of Section 22
hereof, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid to the Administrative Agent, for the benefit of the Guaranteed Parties, to be credited and applied upon the Guarantors’
Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement or otherwise as the Guaranteed Parties may elect. The agreements in this subsection shall survive repayment of all of the Guarantors’ Obligations,
the termination or expiration of this Guaranty Agreement in any manner, including but not limited to termination in accordance with Section 22 hereof, and occurrence of the Facility Termination Date. 

  
 6 








 10. Effectiveness; Enforceability. This Guaranty Agreement shall be effective
as of the date first above written and shall continue in full force and effect until termination or release in accordance with Section 22 hereof. Any claim or claims that the Guaranteed Parties may at any time hereafter have against a
Guarantor under this Guaranty Agreement may be asserted by the Administrative Agent on behalf of the Guaranteed Parties by written notice directed to such Guarantor in accordance with Section 24 hereof. 

11. Representations and Warranties. Each Guarantor warrants and represents to the Administrative Agent, for the benefit of
the Guaranteed Parties, that (a) it is duly authorized to execute and deliver this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is a party, as applicable), and to perform its obligations under this Guaranty Agreement;
(b) this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is a party, as applicable) has been duly executed and delivered on behalf of such Guarantor by its duly authorized representatives; (c) this Guaranty Agreement (and
any Guaranty Joinder Agreement to which such Guarantor is a party) is legal, valid, binding and enforceable against such Guarantor in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; and (d) such Guarantor’s execution, delivery and performance of this Guaranty Agreement (and any Guaranty Joinder
Agreement to which such Guarantor is a party) do not violate or constitute a breach of (i) any of its Organization Documents, (ii) any agreement or instrument to which such Guarantor is a party, or (iii) any Law to which it or its
properties or operations is subject, except, in the case of clauses (ii) and (iii), to the extent such conflict, breach, payment, contravention, creation, requirement or violation could not reasonably be expected to result in a Material Adverse
Effect. 
 12. Expenses and Indemnity. Each Guarantor agrees to be jointly and severally liable for the payment of
all reasonable out-of-pocket expenses incurred by any Guaranteed Party (including the fees, charges and disbursements of any counsel for any Guaranteed Party; provided that such reimbursement obligation shall be limited to the fees, charges
and disbursements of (a) one counsel generally representing the Administrative Agent and any other Guaranteed Party taken as a whole, (b) in the case of an actual or perceived conflict of interest with respect to any such party, where such
party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of such counsel, (c) if reasonably necessary, one local counsel for all such parties taken as a whole in each relevant jurisdiction,
and (d) if reasonably necessary, special counsel for all such parties taken as a whole) in connection with the enforcement of this Guaranty Agreement, whether or not suit be brought. Without limitation of any other obligations of any Guarantor
or remedies of the Administrative Agent or any Guaranteed Party under this Guaranty Agreement, each Guarantor shall, to the fullest extent permitted by Law, indemnify, defend and save and hold harmless the Administrative Agent and each Guaranteed
Party from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any other Guaranteed Party) that may be
suffered or incurred by the Administrative Agent or such Guaranteed Party in connection with or as a result of any failure of any Guaranteed Liabilities to be the legal, valid and binding obligations of the Borrower or any applicable Loan Party
enforceable against the Borrower or such applicable Loan Party in accordance with their terms; provided that such indemnity shall 

  
 7 








 
not, as to the Administrative Agent or any other Guaranteed Party, be available to the extent such losses, claims, damages, liabilities or expenses (i) 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 Guaranteed Party or (ii) result from a claim brought by any Guarantor against the Administrative Agent or any other
Guaranteed Party for a material breach in bad faith of such Guaranteed Party’s obligations hereunder or under any other Loan Document, if such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by
a court of competent jurisdiction. The obligations of each Guarantor under this paragraph shall survive the payment in full of the Guaranteed Liabilities and termination of this Guaranty Agreement. 

13. Reinstatement. Each Guarantor agrees that this Guaranty Agreement shall continue to be effective or be reinstated, as
the case may be, at any time payment received by any Guaranteed Party in respect of any Guaranteed Liabilities is rescinded or must be restored for any reason, or is repaid by any Guaranteed Party in whole or in part in good faith settlement of any
pending or threatened avoidance claim. 
 14. Attorney-in-Fact. To the extent permitted by law, each Guarantor
hereby appoints the Administrative Agent, for the benefit of the Guaranteed Parties, as such Guarantor’s attorney-in-fact for the purposes of carrying out the provisions of this Guaranty Agreement and taking any action and executing any
instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is coupled with an interest and is irrevocable; provided, that the Administrative Agent shall have and may exercise
rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. 
 15.
Reliance. Each Guarantor represents and warrants to the Administrative Agent, for the benefit of the Guaranteed Parties, that: (a) such Guarantor has adequate means to obtain on a continuing basis (i) from the Borrower,
information concerning the Loan Parties and the Loan Parties’ financial condition and affairs and (ii) from other reliable sources, such other information as it deems material in deciding to provide this Guaranty Agreement and any Guaranty
Joinder Agreement (“Other Information”), and has full and complete access to the Loan Parties’ books and records and to such Other Information; (b) such Guarantor is not relying on any Guaranteed Party or its or their
employees, directors, agents or other representatives or Affiliates, to provide any such information, now or in the future; (c) such Guarantor has been furnished with and reviewed the terms of the Credit Agreement and such other Loan Documents
and Related Agreements as it has requested, is executing this Guaranty Agreement (or the Guaranty Joinder Agreement to which it is a party, as applicable) freely and deliberately, and understands the obligations and financial risk undertaken by
providing this Guaranty Agreement (and any Guaranty Joinder Agreement); (d) such Guarantor has relied solely on the Guarantor’s own independent investigation, appraisal and analysis of the Borrower and the other Loan Parties, such
Persons’ financial condition and affairs, the Other Information, and such other matters as it deems material in deciding to provide this Guaranty Agreement (and any Guaranty Joinder Agreement) and is fully aware of the same; and (e) such
Guarantor has not depended or relied on any Guaranteed Party or its or their employees, directors, agents or other representatives or Affiliates, for any information whatsoever concerning the Borrower or the


  
 8 








 
Borrower’s financial condition and affairs or any other matters material to such Guarantor’s decision to provide this Guaranty Agreement (and any Guaranty Joinder Agreement), or for any
counseling, guidance, or special consideration or any promise therefor with respect to such decision. Each Guarantor agrees that no Guaranteed Party has any duty or responsibility whatsoever, now or in the future, to provide to such Guarantor any
information concerning the Borrower or any other Loan Party or such Persons’ financial condition and affairs, or any Other Information, other than as expressly provided herein, and that, if such Guarantor receives any such information from any
Guaranteed Party or its or their employees, directors, agents or other representatives or Affiliates, such Guarantor will independently verify the information and will not rely on any Guaranteed Party or its or their employees, directors, agents or
other representatives or Affiliates, with respect to such information. 
 16. Rules of Interpretation. The rules
of interpretation contained in Section 1.02 of the Credit Agreement shall be applicable to this Guaranty Agreement and each Guaranty Joinder Agreement and are hereby incorporated by reference. All representations and warranties contained herein
shall survive the delivery of documents and any extension of credit referred to herein or guaranteed hereby. 
 17. Entire
Agreement. This Guaranty Agreement and each Guaranty Joinder Agreement, together with the Credit Agreement and other Loan Documents, constitutes and expresses the entire understanding between the parties hereto with respect to the subject
matter hereof, and supersedes all prior negotiations, agreements, understandings, inducements, commitments or conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede any course of
performance or usage of the trade inconsistent with any of the terms hereof. Except as provided in Section 22, neither this Guaranty Agreement nor any Guaranty Joinder Agreement nor any portion or provision hereof or thereof may be
changed, altered, modified, supplemented, discharged, canceled, terminated, or amended orally or in any manner other than as provided in the Credit Agreement. 
 18. Binding Agreement; Assignment. Subject to Section 22, this Guaranty Agreement, each Guaranty Joinder Agreement and the terms, covenants and conditions hereof and thereof,
shall be binding upon and inure to the benefit of the parties hereto and thereto, and to their respective heirs, legal representatives, successors and assigns; provided, however, that no Guarantor shall be permitted to assign any of
its rights, powers, duties or obligations under this Guaranty Agreement, any Guaranty Joinder Agreement or any other interest herein or therein except as expressly permitted herein or in the Credit Agreement. Without limiting the generality of the
foregoing sentence of this Section 18, any Lender may assign to one or more Persons, or grant to one or more Persons participations in or to, all or any part of its rights and obligations under the Credit Agreement (to the extent
permitted by the Credit Agreement); and to the extent of any such assignment or participation such other Person shall, to the fullest extent permitted by law, thereupon become vested with all the benefits in respect thereof granted to such Lender
herein or otherwise, subject however, to the provisions of the Credit Agreement, including Article IX thereof (concerning the Administrative Agent) and Section 10.06 thereof (concerning assignments and participations). All references herein to
the Administrative Agent shall include any successor thereof. 

  
 9 








 19. Guaranteed Cash Management Agreements and Guaranteed Hedging Agreements.
No Guaranteed Party (other than the Administrative Agent) that obtains the benefit of this Guaranty Agreement shall have any right to notice of any action or to consent to, direct or object to any action hereunder (including the release, impairment
or modification of any Guarantors’ Obligations or security therefor) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Guaranty
Agreement to the contrary, the Administrative Agent shall only be required to verify the payment of, or that other satisfactory arrangement have been made with respect to, the Guaranteed Liabilities arising under Guaranteed Cash Management
Agreements and Guaranteed Hedge Agreements to the extent the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as it may request, from the applicable Cash Management Bank or Hedge Bank,
as the case may be. Each Guaranteed Party not a party to the Credit Agreement that obtains the benefit of this Guaranty Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of
the Credit Agreement, and that with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Guaranteed Party, the Administrative Agent and each of its Related Parties shall
be entitled to all the rights, benefits and immunities conferred under Article IX of the Credit Agreement. 
 20.
Severability. If any provision of this Guaranty Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty Agreement shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

21. Counterparts. This Guaranty Agreement may be executed in any number of counterparts each of which when so executed and
delivered shall be deemed an original, and it shall not be necessary in making proof of this Guaranty Agreement to produce or account for more than one such counterpart executed by the Guarantors against whom enforcement is sought. Without limiting
the foregoing provisions of this Section 21, the provisions of Section 10.10 of the Credit Agreement shall be applicable to this Guaranty Agreement. 
 22. Termination. Subject to reinstatement pursuant to Section 13 hereof, this Guaranty Agreement and each Guaranty Joinder Agreement, and all of the Guarantors’ Obligations
hereunder (excluding those Guarantors’ Obligations relating to Guaranteed Liabilities that expressly survive such termination) shall terminate on the Facility Termination Date; provided, however, that any Guarantor shall be
automatically released from its Guarantor’s Obligations and this Guaranty Agreement if such Guarantor ceases to be a Subsidiary or becomes an Immaterial Subsidiary, in each case, after the date hereof in accordance with the terms of the Credit
Agreement. At the request of any Guarantor or the Borrower following any such termination or release, the Administrative Agent shall execute and deliver to such Guarantor or the Borrower such documents as such Guarantor or the Borrower shall
reasonably request to evidence such termination or release. 

  
 10 









 23. Remedies Cumulative; Late Payments. All remedies hereunder are cumulative
and are not exclusive of any other rights and remedies of the Administrative Agent or any other Guaranteed Party provided by law or under the Credit Agreement, the other Loan Documents or other applicable agreements or instruments. The making of the
Loans and other credit extensions pursuant to the Credit Agreement and other Related Agreements shall be conclusively presumed to have been made or extended, respectively, in reliance upon each Guarantor’s guaranty of the Guaranteed Liabilities
pursuant to the terms hereof. Any amounts not paid when due under this Guaranty Agreement shall bear interest at the Default Rate. 
 24. Notices. Any notice required or permitted hereunder or under any Guaranty Joinder Agreement shall be given, (a) with respect to each Guarantor, at the address of the Borrower
indicated in Schedule 10.02 of the Credit Agreement and (b) with respect to the Administrative Agent or any other Guaranteed Party, at the Administrative Agent’s address indicated in Schedule 10.02 of the Credit Agreement. All such
addresses may be modified, and all such notices shall be given and shall be effective, as provided in Section 10.02 of the Credit Agreement for the giving and effectiveness of notices and modifications of addresses thereunder. 

25. Joinder. Each Person that shall at any time execute and deliver to the Administrative Agent a Guaranty Joinder
Agreement substantially in the form attached as Exhibit A hereto shall thereupon (subject to Section 22) irrevocably, absolutely and unconditionally become a party hereto and obligated hereunder as a Guarantor, and all references
herein and in the other Loan Documents to the Guarantors or to the parties to this Guaranty Agreement shall be deemed to include such Person as a Guarantor hereunder. 
 26. Governing Law; Jurisdiction; Etc. 
 (a) THIS
GUARANTY AGREEMENT AND EACH GUARANTY JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 (b) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE
UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN 

  
 11 









 
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT OR ANY GUARANTEED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

 (c) EACH PARTY HERETO 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 GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH
(b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

 (d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 24. NOTHING IN THIS GUARANTY AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 
 27. 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 GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

[Signature pages follow.] 

  
 12 









 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Guaranty
Agreement as of the day and year first written above. 
  

					
	GUARANTORS:
	
	CSK AUTO CORPORATION
	CSK AUTO, INC.
	CSKAUTO.COM, INC.
		
	By:	 	  

	Name:	 	Thomas McFall
	Title:	 	Treasurer and Chief Financial Officer
	
	GREENE COUNTY REALTY CO.
	 O’REILLY II AVIATION CORPORATION
 OZARK AUTOMOTIVE DISTRIBUTORS, INC.
 OZARK SERVICES, INC.

		
	By:	 	  

	Name:	 	Thomas McFall
	Title:	 	Treasurer
	
	O’REILLY AUTOMOTIVE STORES, INC.
		
	By:	 	  

	Name:	 	Thomas McFall
	Title:	 	Executive Vice President of Finance and Chief Financial Officer
	
	OC HOLDING COMPANY, LLC
		
	By:	 	 O’REILLY AUTOMOTIVE STORES, INC.,
 its sole member

			
		 	By:	 	  

		 	Name:	 	Thomas McFall
		 	Title:	 	Executive Vice President of Finance and Chief Financial Officer


 GUARANTY AGREEMENT 
 Signature Page 







  

					
	OZARK PURCHASING, LLC
		
	By:	 	OZARK SERVICES, INC., its manager
			
		 	By:	 	  

		 	Name:	 	Thomas McFall
		 	Title:	 	Treasurer


 GUARANTY AGREEMENT

 Signature Page 







  

			
	ADMINISTRATIVE AGENT:
	
	 BANK OF AMERICA, N.A., as
 Administrative Agent




			
		
	By:	 	  




			
	Name:	 	  




			
	Title:	 	  



 GUARANTY AGREEMENT 
 Signature Page 







 EXHIBIT A 
 Form of Guaranty Joinder Agreement 
 GUARANTY JOINDER AGREEMENT

 THIS GUARANTY JOINDER AGREEMENT dated as of
                    , 20     (this “Guaranty Joinder Agreement”), is made by
                                        
                    , a
                                      (the
“Joining Guarantor”), in favor of BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) for the Guaranteed Parties (as defined in the Guaranty Agreement referenced below;
all capitalized terms used but not defined herein shall have the meanings provided therefor in such Guaranty Agreement). 

RECITALS: 

A. O’Reilly Automotive, Inc., a Missouri corporation (the “Borrower”), the lenders party thereto and the
Administrative Agent are party to a Credit Agreement dated as of January 14, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). 

B. Certain Subsidiaries of the Borrower are party to a Guaranty Agreement dated as of January 14, 2011 (as in effect on the date
hereof, the “Guaranty Agreement”). 
 C. The Joining Guarantor is a Subsidiary of the Borrower and is required
by the terms of the Credit Agreement to be joined as a party to the Guaranty Agreement as a Guarantor (as defined in the Guaranty Agreement). 
 D. The Joining Guarantor will materially benefit directly and indirectly from the making and maintenance of the extensions of credit made from time to time under the Credit Agreement, Guaranteed Cash
Management Agreements and Guaranteed Hedge Agreements. 
 In order to induce the Guaranteed Parties to from time to time make
and maintain extensions of credit under the Credit Agreement, Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements, the Joining Guarantor hereby agrees as follows: 

1. Joinder. The Joining Guarantor hereby irrevocably, absolutely and unconditionally becomes a party to the Guaranty
Agreement as a Guarantor and bound by all the terms, conditions, obligations, liabilities and undertakings of each Guarantor or to which each Guarantor is subject thereunder, including without limitation the joint and several, unconditional,
absolute, continuing and irrevocable guarantee to the Administrative Agent for the benefit of the Guaranteed Parties of the payment and performance in full of the Guaranteed Liabilities (as defined in the Guaranty Agreement) whether now existing or
hereafter arising, all with the same force and effect as if the Joining Guarantor were a signatory to the Guaranty Agreement. 

2. Affirmations. The Joining Guarantor hereby acknowledges and reaffirms as of the date hereof with respect to itself, its
properties and its affairs each of the waivers, representations, warranties, acknowledgements and certifications applicable to any Guarantor contained in the Guaranty Agreement. 

EXHIBIT A 
 Form
of Guaranty Joinder Agreement 







 3. Severability. If any provision of this Guaranty Joinder Agreement is held
to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty Joinder Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision
in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 4.
Counterparts. This Guaranty Joinder Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Guaranty Joinder
Agreement to produce or account for more than one such counterpart executed by the Joining Guarantor. Without limiting the foregoing provisions of this Section 4, the provisions of Section 10.10 of the Credit Agreement shall be
applicable to this Guaranty Joinder Agreement. 
 5. Delivery. The Joining Guarantor hereby irrevocably waives
notice of acceptance of this Guaranty Joinder Agreement and acknowledges that the Guaranteed Liabilities are and shall be deemed to be incurred, and credit extensions under the Loan Documents, Guaranteed Cash Management Agreements and Guaranteed
Hedge Agreements made and maintained, in reliance on this Guaranty Joinder Agreement and the Joining Guarantor’s joinder as a party to the Guaranty Agreement as herein provided. 

6. Governing Law; Jurisdiction; Waiver of Jury Trial; Etc. The provisions of Sections 26 and 27 of the
Guaranty Agreement are hereby incorporated by reference as if fully set forth herein. 
 IN WITNESS WHEREOF, the Joining
Guarantor has duly executed and delivered this Guaranty Joinder Agreement as of the day and year first written above. 
  

							
	JOINING GUARANTOR:
			
	[	 	  
	 	]



							
			
	By:	 	  
	 	



							
	Name:	 	  
	 	



							
	Title:	 	  
	 	


 EXHIBIT A 
 Form of Guaranty Joinder Agreement