Credit Agreement



 Exhibit 10.1 

 
  

 
 



 
 CREDIT AGREEMENT 
 dated as of 
 September 30, 2011 

among 
 KAISER
ALUMINUM CORPORATION, 
 KAISER ALUMINUM INVESTMENTS COMPANY, 

KAISER ALUMINUM FABRICATED PRODUCTS, LLC, 
 KAISER ALUMINIUM INTERNATIONAL, INC., 
 KAISER ALUMINUM WASHINGTON, LLC and

 KAISER ALUMINUM ALEXCO, LLC, 
 as Borrowers 
 The Lenders Party Hereto 

and 
 JPMORGAN
CHASE BANK, N.A., 
 as Administrative Agent 

 
  

J.P. MORGAN SECURITIES LLC and 
 WELLS FARGO CAPITAL FINANCE, LLC, 
 as Joint Bookrunners and Joint Lead Arrangers

 WELLS FARGO CAPITAL FINANCE, LLC, 
 as Documentation Agent 
 and 

BANK OF AMERICA, N.A., 
 as Syndication Agent 
  

 
  

CHASE BUSINESS CREDIT 







 TABLE OF CONTENTS 

 

					
	 	  	 	  	Page
	
	ARTICLE I
	DEFINITIONS
			
	SECTION 1.01.	  	Defined Terms	  	1
			
	SECTION 1.02.	  	Classification of Loans and Borrowings	  	32
			
	SECTION 1.03.	  	Terms Generally	  	32
			
	SECTION 1.04.	  	Accounting Terms; GAAP	  	33
			
	SECTION 1.05.	  	Allocation of Loans and Applicable Percentages at the Effective Date	  	33
			
	SECTION 1.06.	  	Retroactive Adjustment of Applicable Rate	  	34
	
	ARTICLE II
	THE CREDITS
			
	SECTION 2.01.	  	Revolving Commitments	  	34
			
	SECTION 2.02.	  	Loans and Borrowings	  	34
			
	SECTION 2.03.	  	Requests for Revolving Borrowings	  	35
			
	SECTION 2.04.	  	Protective Advances	  	35
			
	SECTION 2.05.	  	Swingline Loans	  	36
			
	SECTION 2.06.	  	Letters of Credit	  	37
			
	SECTION 2.07.	  	Funding of Borrowings	  	40
			
	SECTION 2.08.	  	Interest Elections	  	41
			
	SECTION 2.09.	  	Termination of Revolving Commitments; Increase in Revolving Commitments	  	42
			
	SECTION 2.10.	  	Repayment and Amortization of Loans; Evidence of Debt	  	43
			
	SECTION 2.11.	  	Prepayment of Loans	  	44
			
	SECTION 2.12.	  	Fees	  	45
			
	SECTION 2.13.	  	Interest	  	45
			
	SECTION 2.14.	  	Alternate Rate of Interest	  	46
			
	SECTION 2.15.	  	Increased Costs	  	47
			
	SECTION 2.16.	  	Break Funding Payments	  	48
			
	SECTION 2.17.	  	Taxes	  	48
			
	SECTION 2.18.	  	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	  	50
			
	SECTION 2.19.	  	Mitigation Obligations; Replacement of Lenders	  	52
			
	SECTION 2.20.	  	Defaulting Lenders	  	53
			
	SECTION 2.21.	  	Returned Payments	  	54


  
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	ARTICLE III
	REPRESENTATIONS AND WARRANTIES
			
	SECTION 3.01.	  	Organization; Powers	  	54
			
	SECTION 3.02.	  	Authorization; Enforceability	  	55
			
	SECTION 3.03.	  	Governmental Approvals; No Conflicts	  	55
			
	SECTION 3.04.	  	Financial Condition; No Material Adverse Change	  	55
			
	SECTION 3.05.	  	Properties	  	55
			
	SECTION 3.06.	  	Litigation and Environmental Matters	  	56
			
	SECTION 3.07.	  	Compliance with Laws and Agreements	  	56
			
	SECTION 3.08.	  	Investment Company Status	  	56
			
	SECTION 3.09.	  	Taxes	  	56
			
	SECTION 3.10.	  	ERISA	  	56
			
	SECTION 3.11.	  	Disclosure	  	56
			
	SECTION 3.12.	  	Material Agreements	  	57
			
	SECTION 3.13.	  	Solvency	  	57
			
	SECTION 3.14.	  	Insurance	  	57
			
	SECTION 3.15.	  	Capitalization and Subsidiaries	  	57
			
	SECTION 3.16.	  	Security Interest in Collateral	  	58
			
	SECTION 3.17.	  	Employment Matters	  	58
			
	SECTION 3.18.	  	Common Enterprise	  	58
	
	ARTICLE IV
	CONDITIONS
			
	SECTION 4.01.	  	Effective Date	  	58
			
	SECTION 4.02.	  	Each Credit Event	  	61
	
	ARTICLE V
	AFFIRMATIVE COVENANTS
			
	SECTION 5.01.	  	Financial Statements; Borrowing Base and Other Information	  	61
			
	SECTION 5.02.	  	Notices of Material Events	  	64
			
	SECTION 5.03.	  	Existence; Conduct of Business	  	65
			
	SECTION 5.04.	  	Payment of Obligations	  	65
			
	SECTION 5.05.	  	Maintenance of Properties	  	65
			
	SECTION 5.06.	  	Books and Records; Inspection Rights	  	65
			
	SECTION 5.07.	  	Compliance with Laws	  	66
			
	SECTION 5.08.	  	Use of Proceeds	  	66
			
	SECTION 5.09.	  	Insurance	  	66
			
	SECTION 5.10.	  	Environmental Covenant	  	66


  
 ii 










					
	SECTION 5.11.	  	Appraisals	  	67
			
	SECTION 5.12.	  	Field Examinations	  	67
			
	SECTION 5.13.	  	Depository Banks	  	67
			
	SECTION 5.14.	  	Additional Collateral; Further Assurances	  	67
	
	ARTICLE VI
	NEGATIVE COVENANTS
			
	SECTION 6.01.	  	Indebtedness	  	68
			
	SECTION 6.02.	  	Liens	  	70
			
	SECTION 6.03.	  	Fundamental Changes	  	70
			
	SECTION 6.04.	  	Investments, Loans, Advances, Guarantees and Acquisitions	  	71
			
	SECTION 6.05.	  	Asset Sales	  	72
			
	SECTION 6.06.	  	Sale and Leaseback Transactions	  	73
			
	SECTION 6.07.	  	Swap Agreements	  	73
			
	SECTION 6.08.	  	Restricted Payments; Certain Payments of Indebtedness	  	73
			
	SECTION 6.09.	  	Transactions with Affiliates	  	74
			
	SECTION 6.10.	  	Restrictive Agreements	  	74
			
	SECTION 6.11.	  	Amendment of Material Documents	  	75
			
	SECTION 6.12.	  	Fixed Charge Coverage Ratio	  	75
	
	ARTICLE VII
	EVENTS OF DEFAULT
	
	ARTICLE VIII
	THE ADMINISTRATIVE AGENT; OTHER AGENTS
			
	SECTION 8.01.	  	The Administrative Agent	  	78
			
	SECTION 8.02.	  	Other Agents	  	80
	
	ARTICLE IX
	MISCELLANEOUS
			
	SECTION 9.01.	  	Notices	  	80
			
	SECTION 9.02.	  	Waivers; Amendments	  	81
			
	SECTION 9.03.	  	Expenses; Indemnity; Damage Waiver	  	83
			
	SECTION 9.04.	  	Successors and Assigns	  	84
			
	SECTION 9.05.	  	Survival	  	87
			
	SECTION 9.06.	  	Counterparts; Integration; Effectiveness	  	87
			
	SECTION 9.07.	  	Severability	  	87
			
	SECTION 9.08.	  	Right of Setoff	  	87
			
	SECTION 9.09.	  	Governing Law; Jurisdiction; Consent to Service of Process	  	88
			
	SECTION 9.10.	  	WAIVER OF JURY TRIAL	  	89


  
 iii










					
			
	SECTION 9.11.	  	Headings	  	89
			
	SECTION 9.12.	  	Confidentiality	  	89
			
	SECTION 9.13.	  	Several Obligations; Nonreliance; Violation of Law	  	90
			
	SECTION 9.14.	  	USA PATRIOT Act	  	90
			
	SECTION 9.15.	  	Disclosure	  	90
			
	SECTION 9.16.	  	Appointment for Perfection	  	90
			
	SECTION 9.17.	  	Interest Rate Limitation	  	90
	
	ARTICLE X
	LOAN GUARANTY
			
	SECTION 10.01.	  	Guaranty	  	91
			
	SECTION 10.02.	  	Guaranty of Payment	  	91
			
	SECTION 10.03.	  	No Discharge or Diminishment of Loan Guaranty	  	91
			
	SECTION 10.04.	  	Defenses Waived	  	92
			
	SECTION 10.05.	  	Rights of Subrogation	  	92
			
	SECTION 10.06.	  	Reinstatement; Stay of Acceleration	  	92
			
	SECTION 10.07.	  	Information	  	93
			
	SECTION 10.08.	  	Termination	  	93
			
	SECTION 10.09.	  	Taxes	  	93
			
	SECTION 10.10.	  	Maximum Liability	  	93
			
	SECTION 10.11.	  	Contribution	  	93
			
	SECTION 10.12.	  	Liability Cumulative	  	94
	
	ARTICLE XI
	THE BORROWER REPRESENTATIVE
			
	SECTION 11.01.	  	Appointment; Nature of Relationship	  	94
			
	SECTION 11.02.	  	Powers	  	94
			
	SECTION 11.03.	  	Employment of Agents	  	95
			
	SECTION 11.04.	  	Notices	  	95
			
	SECTION 11.05.	  	Successor Borrower Representative	  	95
			
	SECTION 11.06.	  	Execution of Loan Documents; Borrowing Base Certificate	  	95
			
	SECTION 11.07.	  	Reporting	  	95


  
 iv 









 SCHEDULES: 
 Revolving Commitment Schedule 
 Schedule 1.01(a) – Designated Asset Sales 

Schedule 1.01(b) – Designated Account Debtors 
 Schedule 1.01(c) – Significant Subsidiaries 
 Schedule 1.01(d) – Reliance Account Debtors

 Schedule 1.01(e) – Existing Loans 
 Schedule 2.06(k) – Existing Letters of Credit 
 Schedule 3.05 (a) – Real Property

 Schedule 3.05(b) – Intellectual Property 
 Schedule 3.06 – Disclosed Matters 
 Schedule 3.12 – Material Agreements 

Schedule 3.14 – Insurance 
 Schedule 3.15
– Capitalization and Subsidiaries 
 Schedule 6.01(b) – Existing Indebtedness 
 Schedule 6.01(e) – Existing Purchase Money Debt and Capital Lease Obligations 
 Schedule 6.02
– Existing Liens 
 Schedule 6.04 – Existing Investments 
 Schedule 6.10 – Existing Restrictions 
 EXHIBITS: 

Exhibit A – Form of Assignment and Assumption 
 Exhibit B – Form of Opinion of Borrower’s Counsel 
 Exhibit C – Form of Borrowing
Base Certificate 
 Exhibit D – Form of Compliance Certificate 
 Exhibit E – Form of Joinder Agreement 
 Exhibit F – Form of Exemption Certificate


  
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 CREDIT AGREEMENT, dated as of September 30, 2011 (as it may be amended or modified from
time to time, this “Agreement”), among KAISER ALUMINUM CORPORATION, a Delaware corporation, KAISER ALUMINUM INVESTMENTS COMPANY, a Delaware corporation, KAISER ALUMINUM FABRICATED PRODUCTS, LLC, a Delaware limited liability company,
KAISER ALUMINIUM INTERNATIONAL, INC., a Delaware corporation, KAISER ALUMINUM WASHINGTON, LLC, a Delaware limited liability company, and KAISER ALUMINUM ALEXCO, LLC, a Delaware limited liability company, as Borrowers, the Lenders party hereto,
JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN SECURITIES LLC and WELLS FARGO CAPITAL FINANCE, LLC, as Joint Bookrunners and Joint Lead Arrangers, WELLS FARGO CAPITAL FINANCE, LLC, as Documentation Agent, and BANK OF AMERICA, N.A.,
as Syndication Agent. 
 The parties hereto agree as follows: 

ARTICLE I  

Definitions 
 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate. 
 “Account” has the meaning assigned to such term in the Security Agreement. 

“Account Debtor” means any Person obligated on an Account. 

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing,
an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Administrative Agent” means JPMorgan Chase, in its capacity as administrative agent for the Lenders hereunder, and its
successors and assigns in such capacity. 
 “Administrative Questionnaire” means an Administrative
Questionnaire in a form supplied by the Administrative Agent. 
 “Affiliate” means, with respect to a specified
Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Agents” means, individually or collectively as the context may require, the Administrative Agent, the Joint Bookrunners, the Joint Lead Arrangers, the Documentation Agent and the
Syndication Agent. 
 “Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all the
Lenders. 







 “Agreement” has the meaning assigned to such term in the preamble.

 “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  1/2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%;
provided that, for purposes of this definition, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m., London time, on
such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. 
 “Applicable
Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator
of which is the Total Revolving Commitment of all the Revolving Lenders (if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such Revolving Lender’s share of the aggregate Revolving
Exposures at that time); provided that in the case of Section 2.20 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation; and (b) with respect to
Protective Advances or with respect to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure and the unused Revolving Commitments; provided that in the case of Section 2.20 when a
Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation. 

“Applicable Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan, as the case may be, the
applicable rate per annum set forth below under the caption “Revolver ABR Spread” or “Revolver Eurodollar Spread”, as the case may be, based upon Quarterly Available Credit as of the most recent determination date;
provided that until the delivery to the Administrative Agent, pursuant to Section 5.01(g), of all the Borrowing Base Certificates for the first full Fiscal Quarter after the Effective Date, the “Applicable Rate” shall be
the applicable rate per annum set forth below in Category 1: 
  

					
	 Quarterly
Available
Credit
	  	 Revolver
ABR
Spread
	  	 Revolver
Eurodollar
Spread

			
	Category 1
3 $125,000,000	  	0.75%	  	1.75%
			
	Category 2
< $125,000,000 but
3 $75,000,000	  	1.00%	  	2.00%
			
	Category 3
< $75,000,000	  	1.25%	  	2.25%

 For purposes of the
foregoing, (a) the Applicable Rate shall be determined by the Administrative Agent as of the end of each Fiscal Quarter based upon the Borrowing Base Certificates that are delivered from time to time pursuant to Section 5.01(g), and
(b) each change in the Applicable 

  
 2 








 
Rate resulting from a change in Quarterly Available Credit shall be effective as of the first day of each succeeding Fiscal Quarter following the Fiscal Quarter with respect to which the
Quarterly Available Credit is calculated and ending on the date immediately preceding the effective date of the next such change; provided that Quarterly Available Credit shall be deemed to be in Category 3 (i) at any time that an Event
of Default has occurred and is continuing or (ii) if the Borrower Representative fails to deliver any Borrowing Base Certificate that is required to be delivered by it pursuant to Section 5.01(g), during the period from the
expiration of the time for delivery thereof until such Borrowing Base Certificate is delivered. The Administrative Agent shall provide the Borrower Representative with a statement of each calculation of Quarterly Available Credit promptly following
the end of each Fiscal Quarter. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 1.06. 

“Approved Fund” has the meaning assigned to such term in Section 9.04(b). 

“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 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent. 

“Availability” means, at any time, an amount equal to (a) the lesser of (i) the Total Revolving Commitment and
(ii) the Borrowing Base, minus (b) the Aggregate Credit Exposure, minus (c) without duplication of any Reserves imposed pursuant to the calculation of Borrowing Base, Reserves. The Administrative Agent may,
in its Permitted Discretion, adjust Reserves, with any such changes to be effective three Business Days after delivery of notice thereof to the Company. 
 “Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Total Revolving
Commitment. 
 “Available Revolving Commitment” means, at any time, the Total Revolving Commitment then in
effect minus the Aggregate Credit Exposure. 
 “Banking Services” means each and any of the
following bank services provided to any Borrower by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value
cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services). 

“Banking Services Obligations” means any and all obligations of the Borrowers, Kaiser Aluminum Beijing Trading Company,
Kaiser Aluminum France, SAS, Kaiser Aluminum Canada Limited, Trochus Insurance Company, DCO Management , LLC, and Kaiser Aluminum Mill Products Inc., whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services. 

“Banking Services Reserves” means all Reserves which the Administrative Agent from time to time establishes in its
Permitted Discretion for Banking Services then provided or outstanding. 
 “Board” means the Board of Governors
of the Federal Reserve System of the United States. 

  
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 “Borrower” or “Borrowers” means, individually or
collectively as the context may require, the Company, KAIC, KAFP, KAII, KAW, KAA and each other Significant Subsidiary that is required to become a Borrower hereunder pursuant to Section 5.14(a). 

“Borrower Representative” means the Company, in its capacity as contractual representative of the Borrowers pursuant to
Article XI. 
 “Borrowing” means each (a) Revolving Borrowing, (b) Swingline Loan or
(c) Protective Advance. 
 “Borrowing Base” means, at any time, the sum of: 

(a) 85% of the Borrowers’ Eligible Accounts at such time; 

plus  
 (b) the lesser of (i) 65% of the Borrowers’ Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, at such time, and (ii) the product of
85% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Borrowers’ Eligible Inventory, valued at the
lower of cost or market value, determined on a first-in-first-out basis, at such time; 
 plus 

 (c) the PP&E Component; 

minus  
 (d) without duplication of any Reserves imposed pursuant to the calculation of Availability, Reserves; 
 minus  
 (e) the excess, if any, of (i) 85% of
the Borrowers’ Eligible Accounts owed by Account Debtors that are not organized under the law of the U.S. or a state of the U.S., over (ii) 15% of the lesser of (A) the Total Revolving Commitment and (B) the sum of the amount
described in the foregoing clause (a), plus the amount described in the foregoing clause (b) plus the amount described in the foregoing clause (c) minus the amount described in the foregoing clause
(d). 
 The Administrative Agent may, in its Permitted Discretion, reduce the advance rates set forth above, adjust Reserves or
reduce one or more of the other elements used in computing the Borrowing Base, with any such changes to be effective three Business Days after delivery of notice thereof to the Company. Commencing 91 days prior to the maturity date of the
Convertible Notes Reserves shall be increased by an amount equal to the principal amount outstanding of the Convertible Notes, less the amount of cash set aside by the Company in a manner satisfactory to the Administrative Agent for the repayment of
a portion of the principal of the Convertible Notes. 
 “Borrowing Base Certificate” means a certificate,
signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent in its sole discretion. 

  
 4 








 “Borrowing Request” means a request by the Borrower Representative for a
Borrowing of Revolving Loans in accordance with Section 2.02. 
 “Business Day” means any day that
is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. 
 “Capital
Expenditures” means, without duplication, any actual cash expenditure for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its
Subsidiaries prepared in accordance with GAAP. 
 “Capital Lease Obligations” of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as
capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
 “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 45% of the aggregate ordinary voting power represented by the issued and outstanding Equity
Interests of the Company; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the Company nor
(ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of any of the Borrowers by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in
effect on the Effective Date) other than the Company; or (d) the occurrence of a “fundamental change” under the Convertible Notes Agreement permitting the holders of Convertible Notes to put Convertible Notes to the Company.

 “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement;
(b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement; or (c) compliance by any Lender or the Issuing Bank (or, for purposes of
Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States or foreign regulatory authorities, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented. 

“Code” means the Internal Revenue Code of 1986. 

“Collateral” means any and all property owned, leased or operated by a Person covered by the Collateral Documents and
any and all other property of any Borrower, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent (for the benefit of the Secured Holders) to secure the
Secured Obligations. 

  
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 “Collateral Access Agreement” has the meaning assigned to such term in the
Security Agreement. 
 “Collateral Documents” means, collectively, the Security Agreement, each Collateral
Access Agreement, each Deposit Account Control Agreement, each Lock Box Agreement and each other document granting a Lien upon the Collateral as security for payment of the Secured Obligations. 

“Collection Deposit Account” has the meaning assigned to such term in the Security Agreement. 

“Commitment” means, with respect to each Lender, the sum of such Lender’s Revolving Commitment, together with the
commitment of such Lender to acquire participations in Protective Advances hereunder. The initial amount of each Lender’s Revolving Commitment is set forth on the Revolving Commitment Schedule, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. 
 “Commodity Swap
Agreement” means any Swap Agreement involving or settled by reference to one or more commodities. 

“Company” means Kaiser Aluminum Corporation, a Delaware corporation. 

“Company Call Options” means one or more cash-settled call options purchased by the Company in connection with the
issuance of the Convertible Notes to purchase up to the notional number of shares of the Company’s common stock equal to the number of shares underlying the Convertible Notes at the exercise price initially equal to the initial conversion price
of the Convertible Notes. 
 “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.

 “Convertible Notes” means the Convertible Senior Notes of the Company that are issued pursuant to the
Convertible Notes Agreement, as from time to time amended, modified, refinanced, replaced or exchanged. 
 “Convertible
Notes Agreement” means the Purchase Agreement dated March 23, 2010 of the Company with J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the initial purchasers, relating
to the Company’s 4.5% Cash Convertible Senior Notes due 2015, as amended or modified from time to time. 

“Covenant Release Event” means as of any date following the occurrence of a Covenant Trigger Event, the first date upon
which both of the following conditions have been satisfied: (a) Availability has exceeded 20% of the Total Commitment then in effect for each day during the 90 consecutive calendar day period ending on such date after the immediately preceding
Covenant Trigger Event and (b) at least 180 days have elapsed since the date of the last Covenant Release Event, if any. 

“Covenant Trigger Event” means any date on which Availability has been less than 10% of the Total Revolving Commitment
then in effect. A Covenant Trigger Event shall be deemed to have occurred and be continuing from the occurrence of such Covenant Trigger Event up to but not including the first date upon which a Covenant Release Event occurs following such Covenant
Trigger Event. 

  
 6 








 “Covenant Trigger Period” means the period beginning on the date of the
occurrence of a Covenant Trigger Event and ending on the date of the occurrence of the Covenant Release Event. 

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such
time, plus (b) an amount equal to its Applicable Percentage, if any, of the aggregate principal amount of Protective Advances outstanding at such time. 
 “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

 “Defaulting Lender” means any Lender, as determined by the Administrative Agent, that has (a) failed to
fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder; (b) notified any Borrower, the Administrative Agent, the Issuing Bank, the
Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under
this Agreement or under other agreements in which it commits to extend credit (unless such notice or public statement in good faith states that such position is based on such Lender’s determination that a condition precedent to funding (which
condition precedent, together with any applicable default, shall be specifically identified in such notice or public statement) cannot be satisfied); (c) failed, within three Business Days after request by the Administrative Agent, to confirm
that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans; (d) otherwise failed to pay over to the Administrative
Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute; or (e)(i) become or is insolvent or has a parent company that has become or
is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. 

“Deposit Account Control Agreement” has the meaning assigned to such term in the Security Agreement. 

“Designated Asset Sales” means those assets described in Schedule 1.01(a) that may be sold in accordance with
Section 6.05(h). 
 “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.06. 
 “Disqualified Indebtedness” means any Indebtedness for borrowed
money with any bond, note, indenture or similar instrument issued, assumed or acquired in connection with an acquisition if the instrument governing such Indebtedness or other obligation (a) has a scheduled maturity date earlier than 90 days
after the Maturity Date or (b) requires any Borrower to make any scheduled or mandatory payments of principal or to otherwise purchase or redeem, or make sinking fund or other similar payments with respect to, such Indebtedness earlier than 90
days after the Maturity Date; provided that the amount of such Indebtedness under this clause (b) shall be the aggregate principal amount of all such scheduled or mandatory payments, purchases, redemptions, or sinking fund or
other similar payments required to be made earlier than 90 days after the Maturity Date. 

  
 7 








 “Document” has the meaning assigned to such term in the Security Agreement.

 “Documentation Agent” means Wells Fargo Capital Finance, LLC, in its capacity as Documentation Agent, and
its successors and assigns in such capacity. 
 “dollars” or “$” refers to lawful money of the
United States. 
 “Dominion Release Event” means, as of any date following the occurrence of a Dominion Trigger
Event, the first date upon which both of the following conditions have been satisfied: (i) Availability has exceeded 25% of the Total Revolving Commitment then in effect for each day during the 90 consecutive calendar day period ending on such
date after the immediately preceding Dominion Trigger Event and (ii) at least 365 days have elapsed since the date of the last Dominion Release Event, if any. 
 “Dominion Trigger Event” means any date on which Availability is less than 12.5% of the Total Revolving Commitment then in effect for any period of five consecutive Business Days ending
on such date. A Dominion Trigger Event shall be deemed to have occurred and be continuing from the occurrence of such Dominion Trigger Event up to but not including the first date upon which a Dominion Release Event occurs following such Dominion
Trigger Event. 
 “Dominion Trigger Period” means the period beginning on the date of the occurrence of a
Dominion Trigger Event and ending on the date of the occurrence of the Dominion Release Event. 
 “EBITDA”
means, for the Borrowers and the Subsidiaries on a consolidated basis, for any period, in each case as determined in accordance with GAAP, Net Income for such period, plus (a) to the extent deducted in determining Net Income for
such period, (i) Interest Expense, (ii) expense for income taxes, (iii) depreciation, (iv) amortization, (v) extraordinary losses incurred, (vi) Mark-to-Market Losses, (vii) VEBA Expense and (viii) any other
non-cash charges except to the extent that any such non-cash charges (A) could reasonably be expected to result in a cash payment during the term of this Agreement or (B) represent amortization of a prepaid cash item paid in a prior
period, minus (b) to the extent included in determining Net Income, (i) benefit for income taxes, (ii) extraordinary gains realized, (iii) Mark-to-Market Profits and (vii) VEBA Benefits. 

“EDGAR” means the SEC’s Electronic Data Gathering Analysis and Retrieval System (or any successor system).

 “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied
(or waived in accordance with Section 9.02). 
 “Eligible Accounts” means, at any time, the
Accounts of the Borrowers which the Administrative Agent determines in its Permitted Discretion are eligible as the basis for (a) the extension of Revolving Loans and Swingline Loans and (b) the issuance of Letters of Credit hereunder.
Without limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account: 
 (a) which is not subject to a first priority perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Holders); 

(b) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent (for the benefit of the
Secured Holders) or (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent (for the benefit of the Secured Holders); 

  
 8 








 (c) which is unpaid more than 90 days after the date of the original invoice
therefor; 
 (d) which is owing by an Account Debtor for which more than 25% of the Accounts owing from such
Account Debtor and its Affiliates are ineligible under this Agreement (other than as a result of the operation of paragraph (e) below); 
 (e) which is owing by an Account Debtor to the extent that the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to all the Borrowers exceeds 15% (or, solely in the case of
the Reliance Account Debtors, 25%) of the aggregate amount of Eligible Accounts of all the Borrowers, provided that, in each such case, only those Accounts owing by such Account Debtor or group of Affiliated Account Debtors that are in excess
of 15% (or 25% in the case of the Reliance Account Debtors) of the aggregate amount of Eligible Accounts as set forth in the most recent Borrowing Base Certificate delivered hereunder shall be deemed ineligible as a result of this paragraph
(e); 
 (f) with respect to which any (i) covenant has been breached in any material respect or
(ii) representation or warranty is not true in all material respects, in each case to the extent contained in this Agreement or the Security Agreement; provided that each such representation and warranty shall be true and correct in all
respects to the extent it is already qualified by a materiality standard; 
 (g) which (i) does not arise
from the sale of goods or performance of services in the ordinary course of business; (ii) is not evidenced by an invoice or other documentation reasonably satisfactory to the Administrative Agent which has been sent to the Account Debtor;
(iii) represents a progress billing; (iv) is contingent upon the applicable Borrower’s completion of any further performance (other than product returns in the ordinary course of business); (v) represents a guaranteed sale,
sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis (excluding Accounts that are subject to returns in the ordinary course of business); (vi) represents a sale on a bill-and-hold;
provided that such Account shall be deemed eligible if (A) the applicable Account Debtor with respect to such Account has delivered an agreement (in form and substance acceptable to the Administrative Agent) among such Account Debtor,
the applicable Borrower and the Administrative Agent, pursuant to which such Account Debtor unconditionally agrees to accept delivery of such goods and waives any rights of set-off with respect to such Account or (B) such Account Debtor
unconditionally agrees to pay in cash for such Account in the event that such Account Debtor elects not to take delivery); and (vii) relates to payments of interest; 

(h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services
giving rise to such Account have not been performed by such Borrower (other than bill-and-hold Accounts which satisfy the requirements set forth in the proviso to clause (g)(vi) above); provided, however, that this paragraph
shall not exclude portions of Accounts relating to “capacity reservation fees”; 
 (i) with respect to
which any check or other instrument of payment has been returned uncollected for any reason; 
 (j) which is owed
by an Account Debtor which has (i) applied for, suffered or consented to the appointment of any receiver, custodian, trustee or liquidator of its assets; (ii) has 

  
 9 








 
had possession of all or a material part of its property taken by any receiver, custodian, trustee or liquidator; (iii) filed, or had filed against it, any request or petition for
liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or Federal bankruptcy laws; (iv) has admitted in writing its inability, or is generally unable
to, pay its debts as they become due; (v) become insolvent; or (vi) ceased operation of its business; provided that, notwithstanding the foregoing, the Administrative Agent may determine, in its Permitted Discretion, that post-petition
Accounts owing by an Account Debtor that is a debtor-in-possession under Federal bankruptcy laws shall not be deemed ineligible; 
 (k) which is owed by any Account Debtor which has sold all or a substantially all of its assets; 
 (l) which is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S., the United Kingdom or Canada (other than the Canadian province of Quebec) or (ii) is
not organized under applicable law of the U.S., any state of the U.S., the United Kingdom, Canada or any province of Canada (other than the Canadian province of Quebec) unless, in either case, such Account is (A) backed by a Letter of Credit
acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent, (B) owed by an Account Debtor that has been approved by the Administrative Agent in its Permitted Discretion
(provided that the aggregate amount of such Accounts owed by all such Account Debtors in the aggregate shall not exceed 20% of the aggregate amount of Eligible Receivables) or (C) owed by an Account Debtor listed on Schedule
1.01(b), as such schedule may be amended from time to time by the Borrower Representative with the consent of the Required Lenders; 
 (m) which is owed in any currency other than U.S. dollars, other than Accounts payable in Euros, Pounds Sterling, Canadian Dollars or any other currency specified by the Administrative Agent in its
Permitted Discretion; provided that the amount of all such Accounts payable in Euros, Pounds Sterling, Canadian Dollars or any other currency specified by the Administrative Agent shall not exceed $15,000,000 in the aggregate; and
provided, further, that, with respect to Accounts owed in any currency other than U.S. dollars, the value of such Accounts for purposes of calculating the Borrowing Base shall be expressed in U.S. dollars as of the date of the
applicable Borrowing Base Certificate, each such value to be calculated on a basis acceptable to the Administrative Agent in its Permitted Discretion; 
 (n) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. unless such Account is backed by a Letter of
Credit acceptable to the Administrative Agent which is in the possession of the Administrative Agent, or (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment
of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative
Agent’s satisfaction; 
 (o) which is owed by any Affiliate, employee, officer, director, agent or
stockholder of any Borrower; 
 (p) which is owed by an Account Debtor or any Affiliate of such Account Debtor to
which any Borrower is indebted, but only to the extent of such indebtedness or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent
thereof; 

  
 10 









 (q) which is subject to any counterclaim, deduction, defense, setoff or
dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute; 
 (r) which is
evidenced by any promissory note, chattel paper, or instrument; 
 (s) which is owed by an Account Debtor located
in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit such Borrower to seek judicial enforcement in such jurisdiction of payment of such Account, unless such
Borrower has filed such report or qualified to do business in such jurisdiction; 
 (t) with respect to which
such Borrower has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and such Borrower created a new receivable
for the unpaid portion of such Account; 
 (u) which does not comply in all material respects with the
requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board; 

(v) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other
agreement or understanding (written or oral) that indicates or purports that any Person other than such Borrower has or has had an ownership interest in such goods, or which indicates any party other than such Borrower as payee or remittance party;
or 
 (w) which the Administrative Agent otherwise determines in its Permitted Discretion is unacceptable for any
reason whatsoever. 
 In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative
Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances,
price adjustments, finance charges or other allowances (including any amount that such Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate
amount of all cash received in respect of such Account but not yet applied by such Borrower to reduce the amount of such Account. 
 “Eligible Equipment” means machinery, equipment and rolling stock (solely for purposes of this definition and any definition used in the calculation of the Borrowing Base,
“Equipment”) owned by a Borrower and located in the United States, which satisfies each of the following requirements: 
 (a) the applicable Borrower has good and marketable title to the Equipment; 
 (b) the full purchase price for the Equipment has been paid by the applicable Borrower; 
 (c) the Equipment is located on premises owned or leased by the applicable Borrower (provided that with respect to Equipment that is located at a leased facility, the Administrative Agent
shall have received a Collateral Access Agreement in form and substance acceptable to the 

  
 11 









 
Administrative Agent or the Administrative Agent shall have implemented Reserves in an amount equal to three (3) months rent for such leased facility, but without duplication of any Reserves
for rent pursuant to any other provision of this Agreement or any deduction of rent as a portion of liquidation costs in determining the Net Orderly Liquidation Value of such Equipment); 

(d) the Equipment is in good repair and working order; 

(e) the Equipment is not subject to any agreement which restricts the ability of the applicable Borrower to use, sell,
transport or dispose of the Equipment or which restricts the Administrative Agent’s ability to take possession of, sell or otherwise dispose of the Equipment; 

(f) the Equipment does not constitute “fixtures” under the applicable laws of the jurisdiction in which the
Equipment is located; 
 (g) the Administrative Agent has received an appraisal report with respect to the
Equipment from an independent appraiser reasonably satisfactory to the Administrative Agent setting forth the Net Orderly Liquidation Value of the Equipment; 
 (h) the Administrative Agent has a perfected first-priority Lien on the Equipment subject to no other Liens, except Liens permitted under Section 6.02 hereof that are subordinate and junior to
the Lien in favor of the Administrative Agent; and 
 (i) the Administrative Agent has not determined, in its
Permitted Discretion, that such Equipment is ineligible. 
 “Eligible Inventory” means, at any time, the
Inventory of a Borrower which the Administrative Agent determines in its Permitted Discretion is eligible as the basis for (i) the extension of Revolving Loans and Swingline Loans and (ii) the issuance of Letters of Credit hereunder.
Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory shall not include any Inventory: 
 (a) which is not subject to a first priority perfected Lien in favor of the Administrative Agent (for the benefit of the Secured Holders); 

(b) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent (for the benefit of the
Secured Holders) and (ii) a Permitted Encumbrance which does not have priority over the Lien in favor of the Administrative Agent (for the benefit of the Secured Holders); 

(c) which is, in the Administrative Agent’s opinion, applying its Permitted Discretion, slow moving, obsolete,
unmerchantable, defective, unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity; 

(d) with respect to which any covenant has been breached in any material respect or representation or warranty is not true
in all material respects, in each case to the extent contained in this Agreement or the Security Agreement (provided that each such representation and warranty shall be true and correct in all respects to the extent it is already qualified by
a materiality standard) and which does not conform in any material respect to all standards imposed by any Governmental Authority; 

  
 12 









 (e) in which any Person other than such Borrower shall (i) have any
direct or indirect ownership, interest or title to such Inventory or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein; 

(f) which constitutes packaging and shipping material or stores (provided that such stores may be deemed eligible
in the Administrative Agent’s Permitted Discretion upon receipt of an inventory appraisal with respect to such stores, which appraisal shall be done in a manner acceptable to the Administrative Agent by an appraiser acceptable to the
Administrative Agent), displays or display items, bill-and-hold goods, goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the
ordinary course of business; 
 (g) which is (i) not located in the U.S. or Canada (excluding the Canadian
province of Quebec) or (ii) in transit except for Inventory in transit between locations controlled by a Borrower; 
 (h) which is located in any location leased by such Borrower unless (i) the lessor has delivered to the Administrative Agent a Collateral Access Agreement or (ii) a Rent Reserve with respect to
such facility has been established by the Administrative Agent in its Permitted Discretion, but without duplication of any Rent Reserves pursuant to any other provision of this Agreement; 

(i) which is located in any third party warehouse or is in the possession of a bailee (other than a third party processor)
unless (i) such warehouseman or bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require in its Permitted Discretion (provided that up to
$4,000,000 of such Inventory may be included in the Borrowing Base even if Collateral Access Agreements and such other documentation as the Administrative Agent may require have not been obtained with respect to such Inventory) or (ii) an
appropriate Reserve has been established by the Administrative Agent in its Permitted Discretion; 
 (j) which is
being processed offsite at a third party location or outside processor, or is in-transit to or from said third party location or outside processor; provided that Inventory located at a third-party processor shall not be ineligible pursuant to
this paragraph (j) if the applicable third-party processor has entered into, on terms reasonably satisfactory to the Administrative Agent, a Collateral Access Agreement or such other documentation as the Administrative Agent may
reasonably require; 
 (k) which is the subject of a consignment by such Borrower as consignor or which any
Borrower has placed on consignment with another Person (other than a Person that is a third party processor of such Inventory, in which case such Inventory may be included as Eligible Inventory to the extent provided in paragraph
(j) above); 
 (l) which is perishable; 

(m) which contains or bears any intellectual property rights licensed to such Borrower unless the Administrative Agent is
satisfied, in its Permitted Discretion, that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with
respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement; 

  
 13 









 (n) for which reclamation rights have been asserted by the seller; or

 (o) which the Administrative Agent otherwise determines in its Permitted Discretion is unacceptable for any
reason whatsoever. 
 “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or
threatened release of any Hazardous Material or to health and safety matters. 
 “Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or any Subsidiary directly or indirectly resulting from or based upon
(a) any 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. 

“Equipment” means (a) any machinery or equipment and (b) any other Property classified as
“equipment” under the UCC. 
 “Equity Interests” means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such
equity interest. 
 “ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a Borrower, is treated
as a single employer under Section 414(b), (c), (m) or (o) of the Code. 
 “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect
to any Plan of a failure to satisfy any minimum funding standard (sufficient to give rise to a Lien under Section 430 of the Code or Section 303 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the
Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the taking of any steps by any Borrower or any ERISA Affiliate to terminate any Plan or the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating
to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan
or Multiemployer Plan; (g) the receipt by any Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; or (h) the incurrence by any Borrower of any material liability under Title IV of ERISA. 

  
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 “Eurodollar”, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Event of Default” has the meaning assigned to such term in Article VII. 
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any
Borrower under any Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income by the United States, or by the jurisdiction 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 a Borrower is located and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower under Section 2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(f), except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 2.17(a). 

“Existing Credit Agreement” means the Credit Agreement dated as of March 22, 2010, as amended, among the Borrowers,
the lenders party thereto and JPMorgan Chase, as Administrative Agent (which itself amended and restated the Senior Secured Revolving Credit Agreement, dated as of July 6, 2006, as amended, among the Borrowers, the lenders party thereto and
JPMorgan Chase, as Administrative Agent). 
 “Existing Lender” means any Lender that has Existing Loans,
immediately prior to the making of the initial Borrowings hereunder. 
 “Existing Letters of Credit” means the
letters of credit referred to on Schedule 2.06(k) hereto, which letters of credit were originally issued by the Issuing Bank pursuant to the Existing Credit Agreement. 
 “Existing Loans” means, with respect to each Existing Lender, the aggregate principal amount of such Existing Lender’s revolving loans that are outstanding under the Existing Credit
Agreement immediately prior to the making of the initial Borrowings hereunder, as set forth on Schedule 1.01(e). 

“Existing Security Agreement” means the Security Agreement that was entered into in connection with the Existing Credit
Agreement. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement and any
regulations or official interpretations thereof. 
 “Federal Funds Effective Rate” means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. 

  
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 “Financial Officer” means the chief financial officer, principal accounting
officer, treasurer, assistant treasurer or controller of a Borrower, or any other Person who performs a function similar to any of the foregoing and has been identified in writing to the Administrative Agent as a “Financial Officer”
hereunder. 
 “Fiscal Month” means any of the monthly accounting periods of the Borrowers and the Subsidiaries.

 “Fiscal Quarter” means any of the quarterly accounting periods of the Borrowers and the Subsidiaries, ending
on March 31, June 30, September 30 and December 31 of each year. 
 “Fiscal Year”
means any of the annual accounting periods of the Borrowers and the Subsidiaries ending on December 31 of each year. 

“Fixed Charge Coverage Ratio” means the ratio, determined as of the end of any period, of (a) EBITDA for the period
of determination minus Net Capital Expenditures for such period of determination to (b) Fixed Charges for such period of determination, all calculated for the Borrowers and the Subsidiaries on a consolidated basis in accordance
with GAAP. 
 “Fixed Charges” means, for the Borrowers and the Subsidiaries on a consolidated basis, with
reference to any period, without duplication, cash Interest Expense paid during such period, plus scheduled principal payments on Indebtedness (including rent or other payments on Capital Lease Obligations other than imputed interest
components thereof) made during such period, plus, income taxes paid in cash during such period (or less cash payments received with respect to income taxes during such period), plus dividends or other
distributions paid in cash to holders of Equity Interests in the Company in respect thereof during such period. 

“Fixtures” means any Property classified as “fixtures” under the UCC. 

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the
Borrowers are located. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Funding Accounts” has the meaning assigned to such term in Section 4.01(h). 
 “GAAP” means generally accepted accounting principles in the United States. 
 “Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary 

  
 16 









 
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of any guarantor shall be deemed to be the lower of (i) an amount equal
to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (ii) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee.

 “Guaranteed Obligations” has the meaning assigned to such term in Section 10.01. 

“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. 
 “Indebtedness” of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or advances of any kind (other than “capacity reservation fees” arising in the ordinary course of business), (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable, expense accruals and deferred compensation items incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person,
whether or not the Indebtedness secured thereby has been assumed, provided that, if such Person has not assumed such obligations, then the amount of Indebtedness of such Person for purposes of this paragraph (f) shall be
equal to the lesser of the amount of the obligations of the holder of such obligations and the fair market value of the assets of such Person which secure such obligations; (g) all Guarantees by such Person of Indebtedness of others,
(h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise,
of such Person in respect of bankers’ acceptances, (k) obligations under any liquidated earn-out; (l) all Swap Obligations of such Person (with the amount of Indebtedness attributable to Swap Obligations of such Person for purposes of
this definition being equal to the Net Mark-to-Market Exposure with respect thereto); and (m) any other Off-Balance Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor. 
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 

“Information Memorandum” means the Confidential Information Memorandum dated September 2011 relating to the Borrowers
and the Transactions. 
 “Interest Election Request” means a request by the Borrower Representative to convert
or continue a Revolving Borrowing in accordance with Section 2.08. 
 “Interest Expense” means,
with reference to any period, total interest expense, calculated on a consolidated basis for the Company and the Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing) for such period in accordance with GAAP. 

  
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 “Interest Payment Date” means (a) with respect to any ABR Loan (other
than a Swingline Loan), the first Business Day of each calendar month and the Maturity Date, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period
and the Maturity Date. 
 “Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower Representative may elect; provided that (a) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar
month, in which case such Interest Period shall end on the next preceding Business Day; and (b) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
 “Inventory” has the meaning assigned to such term in the Security Agreement. 
 “Investment” has the meaning assigned to such term in Section 6.04. 
 “Issuing Bank” means JPMorgan Chase, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). The
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate. 
 “Joinder Agreement” has the meaning assigned to such term in Section 5.14(a).

 “Joint Bookrunners” means, individually or collectively as the context may require, J.P. Morgan Securities
LLC and Wells Fargo Capital Finance, LLC, in their respective capacities as joint bookrunners hereunder, and each of their successors and assigns in such capacity. 
 “Joint Lead Arrangers” means, individually or collectively as the context may require, J.P. Morgan Securities LLC and Wells Fargo Capital Finance, LLC, in their respective capacities as
joint lead arrangers hereunder, and each of their successors and assigns in such capacity. 
 “JPMorgan Chase”
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors. 

“KAA” means Kaiser Aluminum Alexco, LLC, a Delaware limited liability company. 

“KAFP” means Kaiser Aluminum Fabricated Products, LLC, a Delaware limited liability company. 

  
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 “KAIC” means Kaiser Aluminum Investments Company, a Delaware corporation.

 “KAII” means Kaiser Aluminium International, Inc., a Delaware corporation. 

“KAW” means Kaiser Aluminum Washington, LLC, a Delaware limited liability company. 

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j). 

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

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit
at such time, plus (b) the aggregate amount of all LC Disbursements relating to Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender at any time
shall be its Applicable Percentage of the total LC Exposure at such time. 
 “Lender Parties” means,
individually or collectively as the context may require, the Agents, the Lenders and the Issuing Bank. 

“Lenders” means the Persons listed on the Revolving Commitment Schedule and any other Person that shall have
become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the
Swingline Lender. 
 “Letter of Credit” means any letter of credit issued pursuant to this Agreement.

 “Letter of Credit Shortfall Amount” means an amount equal to the difference of (a) the amount of Letter
of Credit Exposure at such time, less (b) the amount of cash on deposit in the LC Collateral Account at such time which (i) is free and clear of all rights, claims and Liens of all Persons, other than in favor of the Administrative Agent
(for the benefit of the Secured Holders), and (ii) has not been applied against the Obligations. 
 “Leverage
Ratio” means, on any date, the ratio of (a) Total Funded Indebtedness on such date to (b) EBITDA for the period of four consecutive Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal Quarter,
ended on the last day of the Fiscal Quarter most recently ended prior to such date). 
 “LIBO Rate” means, with
respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits having a maturity comparable to such Interest Period. In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the
principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. 

  
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 “Lien” means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to such asset; and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. 

“Loan Documents” means this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit
applications, the Collateral Documents, the Loan Guaranty and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lenders and
including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Borrower, or any employee of
any Borrower, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated thereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes
operative. 
 “Loan Guarantor” means each Borrower in its capacity as guarantor of repayment of the Secured
Obligations. 
 “Loan Guaranty” means Article X of this Agreement. 

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans and
Protective Advances. 
 “Lock Box Agreement” has the meaning assigned to such term in the Security Agreement.

 “Mark-to-Market Losses” means, with respect to any Person as of any date of determination, all non-cash
unrealized losses recorded in the income of such Person arising from Swap Agreement transactions and, if not included in Swap Agreement transactions, all non-cash losses on the Company Call Options and the call options embedded in the Convertible
Notes. 
 “Mark-to-Market Profits” means with respect to any Person as of any date of determination, all
non-cash unrealized gains or profits recorded in the income of such Person arising from Swap Agreement transactions and, if not included in Swap Agreement transactions, all non-cash unrealized gains or profits on the Company Call Options and the
call options embedded in the Convertible Notes. 
 “Material Adverse Effect” means a material adverse effect on
(a) the business, assets, property, operations, prospects or condition, financial or otherwise of the Borrowers, taken as a whole; (b) the ability of the Borrowers, taken as a whole, to perform any of their obligations under the Loan
Documents to which they are a party; (c) the Collateral, the Administrative Agent’s Liens (for the benefit of the Secured Holders) on the Collateral or the priority of such Liens; or (d) the rights of or benefits available to the
Administrative Agent or any other Lender Party under the Loan Documents. 

  
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 “Material Indebtedness” means any Indebtedness (other than the Loans and
Letters of Credit) or obligations in respect of one or more Swap Agreements, of any one or more of the Borrowers and the Subsidiaries of any Borrower in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material
Indebtedness, the “obligations” of any Borrower or Subsidiary in respect of any Swap Agreement at any time shall be the Net Mark-to-Market Exposure that such Borrower or Subsidiary would be required to pay if such Swap Agreement were
terminated at such time. 
 “Maturity Date” means September 30, 2016 or any earlier date on which the
Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof. 
 “Maximum
Liability” has the meaning assigned to such term in Section 10.10. 
 “Moody’s” means
Moody’s Investors Service, Inc. 
 “Multiemployer Plan” means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA. 
 “Net Capital Expenditures” means, with respect to any Person and any
period, as of any date of determination, the total Capital Expenditures of such period minus that portion of such Capital Expenditures that (a) are financed with Indebtedness described in Section 6.01(e) and
6.01(m), and (b) are financed with insurance proceeds received in respect of any casualty, provided such insurance proceeds are reinvested in assets of a substantially similar nature as those subject to any such casualty.

 “Net Income” means, for any period, the consolidated net income (or loss) of the Company and the
Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated
with the Company or any of the Subsidiaries; (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Company or any of the Subsidiaries has an ownership interest, except to the extent that any such income is actually
received by the Company or such Subsidiary in the form of dividends or similar distributions; and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. 
 “Net Mark-to-Market Exposure” means with respect to any Person, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person
arising from Swap Agreement transactions. As used in this definition, “unrealized losses” means the fair market value of the cost to such Person of replacing such Swap Agreement transactions as of the date of determination (assuming the
Swap Agreement transactions were to be terminated as of the date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Swap Agreement transactions as of the date of determination (assuming such
Swap Agreement transactions were to be terminated as of that date). 
 “Net Orderly Liquidation Value” means,
with respect to Inventory or Equipment of any Person, the orderly liquidation value thereof as determined in the most recent appraisal received by the Administrative Agent in accordance with the terms hereof, which appraisal shall be done in a
manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof. 
 “Net Proceeds” means, if in connection with (a) an asset disposition, cash proceeds received by any Borrower net of (i) commissions, attorneys’ fees, accountants’
fees, investment banking 

  
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fees and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, paid to
non-Affiliates of such Borrower); (ii) taxes actually payable in respect thereof and reasonable estimates of taxes actually payable with respect to such transaction in the tax year of such transaction or in the following tax year;
(iii) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Liens), if any; (iv) an appropriate reserve for income taxes in accordance with GAAP established in connection therewith; and
(v) amounts escrowed or reserved against indemnification obligations or purchase price adjustments; provided, however, that Net Proceeds shall not include any such amounts so received by such Borrower in respect of any asset disposition made in
any Fiscal Year until the aggregate amount of cash received by all Borrowers in respect of asset dispositions during such Fiscal Year exceeds $2,500,000 (excluding cash received in connection with dispositions described in
Section 6.05(a) or Designated Asset Sales), in which case Net Proceeds shall constitute solely such amounts in excess thereof; or (b) the issuance or incurrence of Indebtedness, cash proceeds net of attorneys’ fees, investment
banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith; or (c) an equity issuance, cash proceeds net of underwriting discounts and commissions
and other reasonable costs paid to non-Affiliates in connection therewith, provided, however, that Net Proceeds shall not include any cash received in connection with the exercise of stock options granted to employees or directors of any Borrower or
any of the Subsidiaries. 
 “Non-Consenting Lender” has the meaning assigned to such term in
Section 9.02(d). 
 “Non-Paying Guarantor” has the meaning assigned to such term in
Section 10.11. 
 “Obligated Party” has the meaning assigned to such term in
Section 10.02. 
 “Obligations” means all unpaid principal of and accrued and unpaid interest on
the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrowers to the Lenders or to any Lender, the Administrative Agent, the Issuing Bank or any indemnified party arising
under the Loan Documents. 
 “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation
or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any
indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than
operating leases). 
 “Other Taxes” means any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement. 

“Participant” has the meaning set forth in Section 9.04. 

“Paying Guarantor” has the meaning assigned to such term in Section 10.11. 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity
performing similar functions. 
  

  
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 “Permitted Acquisition” means any acquisition by any Borrower in a
transaction that satisfies each of the following requirements: 
 (a) such acquisition is not a hostile or
contested acquisition; 
 (b) the business acquired in connection with such acquisition (i) is not located
in any country or jurisdiction in which (A) in accordance with Requirements of Law binding on U.S. Persons (including the regulations promulgated by the U.S. Office of Foreign Assets Control), U.S. Persons are prohibited from engaging in
business or (B) any Lender would, in accordance with its internal policies, be prohibited from extending credit, and (ii) is not primarily engaged, directly or indirectly, in any material line of business other than the businesses in which
the Borrowers are engaged on the Effective Date and any business activities that are substantially similar, related or incidental thereto; 
 (c) both before and after giving effect to such acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true
and correct in all material respects; provided that either (i)(A) each such representation and warranty shall be true and correct in all respects to the extent it is already qualified by a materiality standard and (B) any such
representation or warranty which relates to a specified prior date shall be true and correct (subject to the aforementioned materiality standards) as of such earlier date; or (ii) to the extent the Lenders have been notified in writing by the
Borrower Representative that any representation or warranty is not correct, the Required Lenders have explicitly waived in writing compliance with such representation or warranty; 

(d) as soon as available, but not later than the Business Day following the day in which the board of directors (or other
governing body) of the applicable Borrower approves such acquisition, the applicable Borrower has provided the Administrative Agent (i) notice of such acquisition and (ii) a copy of all business and financial information reasonably
requested by the Administrative Agent including pro forma financial statements, statements of cash flow, and Availability projections; 
 (e) if the Accounts and Inventory acquired in connection with such acquisition are proposed to be included in the determination of the Borrowing Base, the Administrative Agent shall have conducted an
audit and field examination of such Accounts and Inventory to its satisfaction prior to such inclusion; 
 (f)
Availability on a Pro Forma Basis after giving effect to such acquisition is greater than 17.5% of the Total Revolving Commitment; 
 (g) if such acquisition is an acquisition of the Equity Interests of a Person or a merger or consolidation with another Person, the acquisition, merger or consolidation is structured so that the Person so
acquired, merged or consolidated shall become a wholly-owned Subsidiary of the applicable Borrower and, if required pursuant to Section 5.14(a), a Borrower pursuant to the terms of this Agreement; 

(h) if such acquisition is an acquisition of assets, the acquisition is structured so that a Borrower shall acquire such
assets; 
 (i) if such acquisition is an acquisition of Equity Interests, such acquisition will not result in any
violation of Regulation U; 
 (j) no Borrower shall, as a result of or in connection with any such acquisition,
assume or incur any direct or contingent liabilities (whether relating to environmental, tax, litigation, or other matters) that at the time of such acquisition could be reasonably expected to have a Material Adverse Effect; 

  
 23 









 (k) in connection with an acquisition of the Equity Interests of any Person,
all Liens on property of such Person (other than Liens in favor of the Administrative Agent (for the benefit of the Secured Holders) securing the Secured Obligations and any Liens that would constitute Permitted Liens) shall be terminated unless the
Lenders in their sole discretion consent otherwise, and in connection with an acquisition of the assets of any Person, all Liens on such assets (other than Liens in favor of the Administrative Agent (for the benefit of the Secured Holders) securing
the Secured Obligations and any Liens that would constitute Permitted Liens) shall be terminated; 
 (l) if the
applicable acquisition is to be consummated during a Dominion Trigger Period, the Fixed Charge Coverage Ratio shall be greater than 1.1:1.0 for the most recently completed Fiscal Quarter; 

(m) the Borrower Representative shall certify in reasonable detail to the Lenders those calculations it is relying on
pursuant to paragraphs (f) and (l) in making any determination therein; and 
 (n) no
Default or Event of Default has occurred and is continuing at the time such acquisition is consummated or after giving effect thereto. 
 “Permitted Commodity Swap Agreement” means any Commodity Swap Agreement that (a) involves or is settled with respect to electricity, natural gas, diesel fuel, alumina, bauxite or
other mineral or metal used in the business of the Borrowers or the Subsidiaries, and (b) is entered into in the ordinary course of business of the Borrowers to hedge against fluctuations in the price of electricity, natural gas, diesel fuel,
alumina, bauxite or other minerals or metals used in the business of the Borrowers or the Subsidiaries and not for speculative purposes. 
 “Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment. 

“Permitted Encumbrances” means: 
 (a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04; 

(b) landlord’s, carrier’s, warehousemen’s, workmen’s, vendor’s, consignor’s,
mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with
Section 5.04; 
 (c) Liens incurred or pledges and deposits made in the ordinary course of business
in compliance with workers’ compensation laws, unemployment insurance, governmental insurance and other social security laws or regulations; 
 (d) Liens granted and deposits and other investments made to secure the performance of tenders, bids, contracts (other than for the repayment of Indebtedness), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 

  
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 (e) Liens incurred to secure appeal bonds and judgment and attachment liens
in respect of judgments that do not constitute an Event of Default under paragraph (k) of Article VII; and 
 (f) easements, zoning restrictions, rights-of-way covenants, consents, reservations, mineral leases, encroachments, variations and zoning laws, ordinances, other restrictions and rights reserved to or
vested in any municipality or government or proper authority to control or regulate any real property of the Borrowers, charges or encumbrances (whether or not recorded) and interest of ground lessors, minor defects and irregularities in the title
to any real property, which do not interfere materially with the ordinary conduct of the business of the Borrowers, and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to the
Borrowers; 
 (g) purchase money Liens (including capital leases) upon or in any property acquired or held in the
ordinary course of business to secure the purchase price of such property solely for the purpose of financing the acquisition of such property to the extent such purchase money Liens secure Indebtedness incurred in accordance with
Section 6.01(e); 
 (h) pledges or deposits in the ordinary course to secure leases entered into in the
ordinary course of business; 
 (i) pledges and deposits of cash and Permitted Investments with a commodity
broker or dealer for the purpose of margining or securing the obligations of any Borrower or Significant Subsidiary under a Permitted Commodity Swap Agreement; 
 (j) any interest of a consignor in goods held by any Borrower or Significant Subsidiary on consignment provided that such goods are held on consignment in the ordinary course of business consistent with
past practices; and 
 (k) extensions, renewals, or replacements of any Lien referred to in clauses
(a) through (j) above; provided that the principal amount of the obligation secured thereby is not increased and that any such extension, renewal or replacement is limited to the property encumbered thereby; 

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness. 

“Permitted Investments” means: 
 (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by
the full faith and credit of the United States); 
 (b) without limiting the provisions of paragraph
(d) below, investments in commercial paper having, at such date of acquisition, a rating of at least “A-2” or the equivalent thereof from S&P or of at least “P-2” or the equivalent thereof from Moody’s;

 (c) investments in certificates of deposit, bankers acceptances and time deposits (including Eurodollar time
deposits) issued or guaranteed by or placed with (i) any domestic office of the Administrative Agent or the bank with whom the Borrowers maintain their cash management system; provided that if such bank is not a Lender hereunder, such
bank shall have entered into an agreement with the Administrative Agent pursuant to which such bank shall have waived all rights of setoff and confirmed that such bank does not have, nor shall it claim, a


  
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security interest therein, or (ii) any domestic office of any other commercial bank of recognized standing organized under the laws of the United States or any State thereof that has a
combined capital and surplus and undivided profits of not less than $250,000,000 and is the principal bank of a bank holding company having a long-term unsecured debt rating of at least “A-2” or the equivalent thereof from S&P or at
least “P-2” or the equivalent thereof from Moody’s; 
 (d) investments in commercial paper issued
by any Person organized under the laws of any state of the United States and rated at least “P-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P; 

(e) investments in repurchase obligations with a term of not more than seven days for underlying securities of the types
described in paragraph (a) above entered into with any office of a bank or trust company meeting the qualifications specified in paragraph (c) above; 

(f) investments in money market funds substantially all the assets of which are comprised of securities of the types
described in paragraph (a) through (e) above; and 
 (g) investments in the General
Electric Capital Corporation Variable Denominated Floating Rate Demand Notes pursuant to the terms of the Prospectus related thereto, dated July 9, 2009, that was delivered by the Borrowers to the Lenders. 

The average maturity for the Permitted Investments of the Borrowers, taken as a whole, shall not exceed 36 months from the date of acquisition thereof.

 “Permitted Lien” means any Lien permitted pursuant to Section 6.02. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is an “employer” as defined in
Section 3(5) of ERISA. 
 “PP&E Component” means, at the time of any determination, an amount equal to
the PP&E Percentage multiplied by the sum, not to exceed $60,000,000, equal to 85% multiplied by the Net Orderly Liquidation Value of the Borrowers’ Eligible Equipment. 

For the avoidance of doubt, upon the sale of any Equipment the value of which is included in the PP&E Component, the PP&E
Component shall automatically be reduced by the amount thereof attributable to such Equipment. 
 “PP&E
Percentage” means, as of any date, the percentage equal to 100% minus the percentage obtained by dividing the number of full Fiscal Quarters elapsed since the Effective Date by forty (40). 

“Prepayment Event” means: 

(a) any sale, transfer or other disposition of any property or asset that forms a part of the Collateral of any Borrower,
other than dispositions described in Section 6.05(a) or Designated Asset Sales; or 

  
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 (b) any casualty or other insured damage to, or any taking under power of
eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower forming a part of the Collateral; or 
 (c) the issuance by the Company of any Equity Interests, other than Equity Interests issued (A) in connection with the Warrants or (B) pursuant to a merger permitted by Section 6.03
or a Permitted Acquisition; or 
 (d) the incurrence by any Borrower of any Indebtedness, other than Indebtedness
permitted under Section 6.01 or permitted by the Required Lenders. 
 “Prime Rate” means the rate
of interest per annum publicly announced from time to time by JPMorgan Chase as its prime rate at its offices at 270 Park Avenue in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly
announced as being effective. 
 “Pro Forma Basis” means, with respect to any test hereunder in connection with
any event, that such test shall be calculated after giving effect on a pro forma basis (which pro forma presentation shall treat all cash consideration given, and the amount of Disqualified Indebtedness assumed, acquired
or issued, in connection with such event as having been paid in cash at the time of making such event) for the period of such calculation to (a) such event as if it happened on the first day of such period or (b) the incurrence of any
Indebtedness by the Company or any Subsidiary in connection with such event and any incurrence, repayment, issuance or redemption of other Indebtedness of the Company or any Subsidiary occurring at any time subsequent to the last day of the Test
Period and on or prior to the date of determination, as if such incurrence, repayment, issuance or redemption, as the case may be, occurred on the first day of the Test Period. 

“Projections” has the meaning assigned to such term in Section 5.01(f). 

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

 “Protective Advance” has the meaning assigned to such term in Section 2.04. 

“Quarterly Available Credit” means, with respect to any Fiscal Quarter, the average daily Availability for such Fiscal
Quarter. 
 “Register” has the meaning set forth in Section 9.04. 

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective
directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 
 “Reliance
Account Debtors” means each Account Debtor that is listed on Schedule 1.01(d). 
 “Rent
Reserve” means, with respect to any store, warehouse distribution center, regional distribution center or depot where any Inventory subject to Liens arising by operation of law is located and with respect to which no Collateral Access
Agreement is in effect, a reserve equal to three months’ rent at such store, warehouse distribution center, regional distribution center or depot. 

  
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 “Report” means reports prepared by the Administrative Agent or another
Person showing the results of appraisals, field examinations or audits pertaining to the Borrowers’ assets from information furnished by or on behalf of the Borrowers, after the Administrative Agent has exercised its rights of inspection
pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent. 
 “Required
Lenders” means, at any time, one or more Lenders having Credit Exposure and unused Revolving Commitments representing at least 51% of the sum of the total Credit Exposure and unused Revolving Commitments at such time, provided that
(x) if there are only three or four Lenders under this Agreement at such time, “Required Lenders” means at least three Lenders having Credit Exposure and unused Revolving Commitments representing at least 51% of the sum of the
total Credit Exposure and unused Revolving Commitments at such time, and (y) if there are only two Lenders under this Agreement at such time, “Required Lenders” means both Lenders. 

“Requirement of Law” means, as to any Person, the Certificate of Incorporation and By Laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such
Person or any of its property is subject. 
 “Reserves” means any and all reserves which the Administrative
Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, volatility reserves, reserves for rent at locations
leased by any Borrower and for consignee’s, warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs charges and shipping charges related to any Inventory in
transit, reserves for Swap Obligations (provided that the Administrative Agent may maintain reserves for all or any part of the Swap Obligations that form a part of the Secured Obligations only at such times that (a) Availability is less
than $75,000,000 or (b) the aggregate exposure of the Lender Parties with respect to Swap Obligations of the Borrowers is $30,000,000 or more), reserves for contingent liabilities (including Environmental Liabilities) of any Borrower, reserves
for uninsured losses of any Borrower, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation, reserves for taxes, fees, assessments, and other governmental
charges, commencing 91 days prior to the maturity of the Convertible Notes, reserves with respect to the Company’s obligations in respect of the call options embedded in the Convertible Notes but only to the extent such obligations are not
offset by amounts receivable under the Company Call Options, and, commencing 91 days prior to the maturity of the Convertible Notes, reserves with respect to outstanding principal of the Convertible Notes as contemplated in the definition of
“Borrowing Base”) with respect to the Collateral or any Borrower; provided that “Reserves” shall not be maintained as a result of the mark-to-market requirements with respect to the Company Call Options and Warrants.

 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interests in the Company 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, conversion, cancellation or termination of any such Equity Interests in the Company or the Convertible Notes. 

“Revolving Borrowing” means a Revolving Loan of the same Type, made, converted or continued on the same date and, in the
case of a Eurodollar Loan, as to which a single Interest Period is in effect. 

  
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 “Revolving Commitment” means, with respect to each Lender, the commitment,
if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure
hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s
Revolving Commitment is set forth on the Revolving Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. 

“Revolving Commitment Schedule” means the Schedule attached hereto identified as such. 

“Revolving Exposure” means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount
of Revolving Loans of such Lender at such time, plus (b) an amount equal to the Applicable Percentage of the aggregate principal amount of the Swingline Loans of such Lender at such time, plus (c) an amount
equal to the Applicable Percentage of the LC Exposure of such Lender at such time. 
 “Revolving Lender” means,
as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure. 
 “Revolving Loan” means a Loan made pursuant to Section 2.01. 
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. 
 “SEC” means the Securities and Exchange Commission. 

“Secured Obligations” means all Obligations, together with all (a) Banking Services Obligations and (b) Swap
Obligations owing to one or more Lenders or their respective Affiliates; provided that not later than 10 Business Days after any transaction relating to such Swap Obligation is executed, the Lender or Affiliate of a Lender party thereto
(other than JPMorgan Chase) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Secured Obligation entitled to the benefits of the Collateral Documents. 

“Secured Holder” means a Lender Party or any Affiliate of a Lender that holds a Secured Obligation. 

“Security Agreement” means that certain Security Agreement, dated as of the date hereof, among the Borrowers and the
Administrative Agent (for the benefit of the Secured Holders), and any other security agreement entered into, after the date of this Agreement by any other Borrower (as required by this Agreement or any other Loan Document), or any other Person, as
the same may be amended, restated or otherwise modified from time to time. 
 “Settlement” has the meaning
assigned to such term in Section 2.05(c). 
 “Settlement Date” has the meaning assigned to such
term in Section 2.05(c). 

  
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 “Significant Subsidiary” means each domestic Subsidiary of the Company
that: 
 (a) is listed on Schedule 1.01(c); 

(b) accounted for at least 5% of consolidated revenues of the Company and the Subsidiaries from sales to third parties for
the four Fiscal Quarters of the Company ending on the last day of the last Fiscal Quarter of the Company immediately preceding the date as of which any such determination is made; or 

(c) has assets (other than assets which are eliminated in consolidation) which represent at least 5% of the consolidated
assets of the Company and the Subsidiaries as of the last day of the last Fiscal Quarter of the Company immediately preceding the date as of which any such determination is made, 
 all of which, with respect to paragraphs (b) and (c), shall be as included in the consolidated financial statements of the Company for the applicable fiscal period, or as of the date,
in question. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is
the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (expressed as a decimal and including any marginal, special, emergency or supplemental reserves) as in effect on any date of
determination and established by the Board or other Governmental Authority to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities”
in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of
or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage. 
 “Subordinated Indebtedness” of a Person means any Indebtedness of such
Person the payment of which is subordinated to payment of the Obligations to the written satisfaction of the Administrative Agent. 
 “Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the
accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than
50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent. Unless otherwise expressly provided, all references herein to “Subsidiary” means any direct or indirect subsidiary of the Company or any other Borrower, as applicable. 

“Swap Agreement” means any agreement (including each Commodity Swap Agreement) with respect to any swap, forward, future
or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that Swap Agreements shall not include (i) any phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries, or (ii) any Warrants or Company Call Options. 

  
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 “Swap Obligations” of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and
(b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction. 

“Swingline Exposure” means, at any time, the sum of the aggregate amount of all outstanding Swingline Loans at such
time. The Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time. 
 “Swingline Lender” means JPMorgan Chase, in its capacity as lender of Swingline Loans hereunder. 
 “Swingline Loan” has the meaning assigned to such term in Section 2.05(a). 
 “Syndication Agent” means Bank of America, N.A., in its capacity as Syndication Agent, and its successors and assigns in such capacity. 

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 
 “Test Period” means the most recent period of 12 consecutive full Fiscal Months immediately preceding each date (taken as one accounting period) in respect of which the Company has
delivered the financial statements referred to in Section 5.01(a), (b) or (c). 
 “Total
Funded Indebtedness” means, at any date, the aggregate principal amount of all of the following Indebtedness of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, without duplication:
(a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similar instruments, (c) all Capital Lease Obligations, (d) all obligations, contingent or otherwise, of such Person in respect
of bankers’ acceptances, (e) all Indebtedness of others of the types described in the foregoing clauses (a) through (d), secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by the Company or a Subsidiary, whether or not the Indebtedness secured thereby has been assumed, provided that, if the Company or such Subsidiary has not assumed such
obligations, then the amount of Indebtedness of the Company and its Subsidiaries for purposes of this clause (e) shall be equal to the lesser of the amount of the obligations of the holder of such obligations and the fair market value of
the assets of the Company and its Subsidiaries which secure such obligations; and (f) all Guarantees by the Company and its Subsidiaries of Indebtedness of others of the types described in the foregoing clauses (a) through
(d). 
 “Total Revolving Commitment” means, at any time, the sum of the Revolving Commitments at such
time. The Total Revolving Commitment as of the Effective Date is $300,000,000. 
 “Transactions” means the
execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the
Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate Base Rate. 

  
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 “UCC” means the Uniform Commercial Code as in effect from time to time in
the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests. 
 “United States” or “U.S.” means the United States of America. 
 “Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation
that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to
provide collateral to secure any of the foregoing types of obligations. 
 “VEBA Benefit” means any non-cash
benefit or gain recorded in the income statement of the Borrowers related to the VEBA Trusts. 
 “VEBA Expense”
means any non-cash expense recorded in the income statement of the Borrowers related to the VEBA Trusts. 
 “VEBA
Trusts” means, individually or collectively as the context may require, (i) the trust that provides benefits for certain eligible retirees of Kaiser Aluminum & Chemical Corporation represented by the USW, the International
Union, United Automobile, Aerospace and Agricultural Implement Workers of America and its Local 1186, the International Association of Machinists and Aerospace Workers, the International Chemical Workers Union Council of the United Food and
Commercial Workers, and the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CIO, CLC and their surviving spouses and eligible dependents and (ii) the trust that provides benefits to certain other eligible retirees
and their surviving spouses and eligible dependents of Kaiser Aluminum & Chemical Corporation who were salaried employees. 
 “Warrants” means, collectively, the net-share settled warrants sold by the Company on March 23, 2010 and March 26, 2010. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 SECTION 1.02. Classification
of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”). 

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to


  
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Articles and Sections of, and Exhibits and Schedules to, this Agreement; (e) 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; and (f) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or
regulation as amended, modified or supplemented from time to time, together with all rules, regulations and interpretations thereunder or related thereto. A Default or Event of Default shall be deemed to exist at all times during the period
commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Administrative Agent pursuant to Section 9.02 or, in the case of a Default, is cured within any
period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived by the Administrative Agent pursuant to Section 9.02.

 SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the
effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all
financial covenants herein shall be calculated, without giving effect to any election under Accounting Standards Codification 820-10 “Fair Value Measurements and Disclosures” (or any similar accounting principle) permitting a Person
to value its financial liabilities at the fair value thereof. 
 SECTION 1.05. Allocation of Loans and Applicable Percentages at the
Effective Date. 
 (a) The Borrowers, each Agent and each Lender agree that, effective at the Effective Date, (i) this
Agreement shall amend and restate in its entirety the Existing Credit Agreement, (ii) the outstanding loans thereunder (and the participations in letters of credit and swingline loans thereunder). shall be allocated among the Lenders in
accordance with their respective Applicable Percentages and (iii) the Security Agreement shall amend and reinstate in the entirety the Existing Security Agreement. Without limiting the foregoing, the Borrowers hereby ratify, confirm and affirm
in all respects the grant of security in the collateral as provided in the Existing Security Agreement to the extent it constitutes Collateral. 
 (b) To facilitate the allocation described in paragraph (a), on the Effective Date, (i) each Existing Lender shall be deemed to have funded, in accordance with the requirements of
Section 2.07(a), its respective Revolving Loans to the extent of its Existing Loans and shall not be required to wire transfer funds in such amounts as provided in such Section; (ii) each Existing Lender shall fund, in accordance
with the requirements of Section 2.07(a), the applicable Loans (in accordance with its Applicable Percentages) pursuant to the terms of this Agreement to the extent that such Existing Lender’s Commitments exceed its Existing Loans;
and (iii) the Borrowers shall pay to each Existing Lender (A) an amount equal to the excess, if any, of such Existing Lender’s Existing Loans over such Existing Lender’s Revolving Commitment and (B) any other
amounts with respect to the Existing Loans (including, without limitation, accrued and unpaid interest and break funding payments) that would be payable to such Existing Lender pursuant to the Existing Credit Agreements if all of such Existing
Lender’s Existing Loans were being repaid in full in cash on the Effective Date. 

  
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 SECTION 1.06. Retroactive Adjustment of Applicable Rate. If, for any reason, the Borrowers or the
Administrative Agent determine that (i) the Borrowing Base as certified by the Borrower Representative in any Borrowing Base Certificate as of any applicable date was inaccurate and (ii) a proper calculation of the Borrowing Base would
have resulted in higher pricing for such period, each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the Issuing Bank, as the case may be, promptly on demand
by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative
Agent, any Lender or the Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit
the rights of the Administrative Agent, any Lender or the Issuing Bank, as the case may be, under Section 2.13(d) or under Article VII. The Borrowers’ obligations under this paragraph shall survive the termination of the
Revolving Commitments and the repayment of all other Obligations hereunder. 
 ARTICLE II  

The Credits 
 SECTION 2.01. Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability
Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment (b) the total Revolving Exposures exceeding the lesser of (i) the Total
Revolving Commitment or (ii) the Borrowing Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.04. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. 
 SECTION
2.02. Loans and Borrowings. (a) Each Loan (other than a Protective Advance or Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective
Revolving Commitments. Any Protective Advance and any Swingline Loan shall be made in accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. 

(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower Representative may request in accordance herewith; provided that all Borrowings made on the Effective Date must be made as ABR Borrowings but may be converted into Eurodollar Borrowings in accordance with Section 2.08.
Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement. 
 (c) At the
commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. ABR Borrowings and Swingline Loans may be in any amount.
Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 10 Eurodollar Borrowings outstanding. 

(d) Notwithstanding any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to
convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 

  
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 SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing,
the Borrower Representative shall notify the Administrative Agent of such request either in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Borrower Representative or by telephone (a) in
the case of a Eurodollar Borrowing, not later than 12:00 noon, Chicago time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, Chicago time, on the date of the
proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 9:00 a.m., Chicago time, on the date of the
proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01: 

(i) the name of the applicable Borrower; 

(ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;

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

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 

(v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period.” 
 If no election as to the Type of Revolving Borrowing is specified,
then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one
month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the
requested Borrowing. 
 SECTION 2.04. Protective Advances. (a) Subject to the limitations set forth below, the
Administrative Agent is authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders, which
the Administrative Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and
other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in
Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective Advances”); provided that the aggregate amount of Protective Advances outstanding at any time
shall not at any time exceed 10% of the Total Revolving Commitment; and provided, further, that the aggregate amount of outstanding Protective Advances plus the aggregate Revolving Exposure shall not exceed the Total Revolving
Commitment. Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances shall be secured by the Liens in favor of the Administrative Agent (for the benefit
of the Secured Holders) in and to the Collateral and shall constitute Obligations hereunder. All Protective Advances shall be ABR Borrowings. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the
Required Lenders. Any such revocation must be in writing 

  
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and shall become effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability and the conditions precedent set forth in
Section 4.02 have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk
participations described in Section 2.04(b). 
 (b) Upon the making of a Protective Advance by the Administrative
Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an
undivided interest and participation in such Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the
Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective
Advance. 
 SECTION 2.05. Swingline Loans. (a) The Administrative Agent, the Swingline Lender and the Revolving
Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this
Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day funds to the Borrowers, on the applicable Borrowing date to the Funding Account(s) (each such Loan
made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set
forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender
solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice from the Borrowers
required), not later than 2:00 p.m., Chicago time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any cash
management account of the Borrowers that day (as determined based on notice from the Administrative Agent). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $30,000,000. The Swingline Lender shall not make any
Swingline Loan if the requested Swingline Loan exceeds Availability (before giving effect to such Swingline Loan). All Swingline Loans shall be ABR Borrowings. 
 (b) Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each Revolving
Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender without recourse or warranty, an undivided interest and participation in such Swingline Loan in
proportion to its Applicable Percentage of the Total Revolving Commitment. The Swingline Lender may, at any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender is required
to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral
received by the Administrative Agent in respect of such Loan. 
 (c) The Administrative Agent, on behalf of the Swingline
Lender, shall request settlement (a “Settlement”) with the Revolving Lenders on at least a weekly basis or on any date that the 

  
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 Administrative Agent elects, by notifying the Revolving Lenders of such requested Settlement by facsimile,
telephone, or e-mail no later than 12:00 noon, Chicago time, on the date of such requested Settlement (the “Settlement Date”). Each Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall
transfer the amount of such Revolving Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative
Agent as the Administrative Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in
Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable
Percentage of such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Revolving Lender on such Settlement Date, the Swingline Lender
shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.07. 
 SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit for its own
account or for the account of another Borrower, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms
and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the
terms and conditions of this Agreement shall control. 
 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or facsimile (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (prior to 1:00 p.m., Chicago time, at least three Business Days (or such shorter period as may be agreed by the Borrower
Representative and the Issuing Bank) prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter
of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of
each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $60,000,000 and (ii) the total Revolving
Exposures shall not exceed the lesser of (A) the Total Revolving Commitment and (B) the Borrowing Base then in effect. 
 (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit
(or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the


  
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 Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 

(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall
reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 3:00 p.m., Chicago time, on the Business Day that the Borrower Representative receives notice of such LC Disbursement, if
such notice is received prior to 1:00 p.m., Chicago time, on such Business Day (or, if the Borrower Representative receives notice of such LC Disbursement after 1:00 p.m., Chicago time, on any Business Day, by 1:00 p.m., Chicago time, on the next
following Business Day); provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Borrowing or
Swingline Loan in an equivalent amount. Unless the Borrowers otherwise specify, each such payment automatically will be financed with a Swingline Loan in an equivalent amount, subject to the satisfaction of the conditions set forth in
Section 4.02. To the extent any such payment is financed with an ABR Borrowing or a Swingline Loan, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing or Swingline Loan (or
the applicable portion thereof). If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such
Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent an amount equal to its Applicable Percentage of the payment then due from the Borrowers, in the same
manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any
payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the
Borrowers of their obligation to reimburse such LC Disbursement. 
 (f) Obligations Absolute. The Borrowers’ joint
and several obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit 

  
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against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to
any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Revolving
Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to
excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by
any Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the
absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit. 
 (g) Disbursement Procedures. The Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed
by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement. 
 (h) Interim Interest.
If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the
date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that if the Borrowers fail to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of
payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment. 

(i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower
Representative, the Administrative Agent, the Issuing Bank to be replaced and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall
become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters 

  
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of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such
successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing
Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 
 (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required
Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent (for the benefit of the Secured Holders) (the “LC
Collateral Account”), an amount in cash equal to 105% of the Letter of Credit Shortfall as of such date; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in paragraph (h) or (i) of Article VII. Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrowers
hereby grant the Administrative Agent (for the benefit of the Secured Holders) a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be in the form of Permitted
Investments selected by the Company and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of the Required Lenders), be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder
as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all such Events of Default have been cured or waived. 

(k) Existing Letters of Credit. On the Effective Date, each Existing Letter of Credit shall, automatically and without further
action, be deemed to be a Letter of Credit that has been issued hereunder as of the Effective Date for all purposes hereunder and under the other Loan Documents. Without limiting the foregoing (i) each such Existing Letter of Credit shall be
included in the calculation of LC Exposure, (ii) all liabilities of the Borrowers with respect to such Existing Letters of Credit shall constitute Obligations and (iii) each Lender shall have reimbursement obligations with respect to such
Existing Letters of Credit as provided in this Section 2.06. Any Existing Letter of Credit that is renewed or extended shall be issued by the Issuing Bank. 
 SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m.,
Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that Swingline Loans shall be made as
provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting the amounts so received, in like funds, to the Funding Account(s); provided that ABR Loans made
to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance shall be retained by the Administrative
Agent. 

  
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 (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the
date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender’s Loan included in such Borrowing. 
 SECTION 2.08. Interest Elections.
(a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower Representative may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The
Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings or Protective Advances, which may not be converted or continued. 

(b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by
the Borrower Representative. 
 (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02: 
 (i) the Borrower and the Borrowing to which such
Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
paragraphs (iii) and (iv) below shall be specified for each resulting Borrowing); 
 (ii)
the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 
 (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the
term “Interest Period”. 

  
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 If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest
Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. 
 (d) Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 

(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing, (i) no outstanding Revolving
Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 

SECTION 2.09. Termination of Revolving Commitments; Increase in Revolving Commitments. (a) Unless previously terminated, all
the Revolving Commitments shall terminate on the Maturity Date. 
 (b) The Borrowers may at any time terminate the Revolving
Commitments upon (i) the payment in full in cash of all outstanding Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively,
with respect to each such Letter of Credit, deposit in the LC Collateral Account cash equal to 105% of the LC Exposure as of such date in accordance with Section 2.06(j) (or, with the consent of the Administrative Agent and the Issuing
Bank, a back-up standby letter of credit equal to 105% of the LC Exposure as of such date or the inclusion of such Letters of Credit in a credit facility that refinances the Obligations outstanding under this Agreement)), (iii) the payment in
full in cash of the accrued and unpaid fees, and (iv) the payment in full in cash of all reimbursable expenses and other Secured Obligations (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. 

(c) The Borrower Representative shall notify the Administrative Agent of any election to terminate the Revolving Commitments under
paragraph (b) of this Section at least two Business Days prior to the effective date of such termination, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower
Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination of the Revolving Commitments shall be permanent. 
 (d) The
Borrowers shall have the right to increase the Total Revolving Commitment by obtaining additional Revolving Commitments, either from one or more of the Lenders or another lending institution provided that (i) any such request for an increase
shall be in a minimum amount of $10,000,000 or in an integral multiple of $5,000,000 in excess thereof, (ii) the Borrower Representative, on behalf of the Borrower, may make a maximum of five such requests, (iii) the Administrative Agent
has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (v) any such additional Revolving
Commitments shall be on the same terms as the other Revolving Commitments and (vi) the procedures described in Section 2.09(e) have been satisfied. 

  
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 (e) Any amendment hereto for such an increase or addition shall be in form and substance
satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and the Lender(s) being added or increasing their Revolving Commitment, subject only to the approval of all Lenders if
any such increase would cause the Total Revolving Commitment to exceed $350,000,000. As a condition precedent to such an increase, the Borrower Representative shall deliver to the Administrative Agent a certificate of each Borrower (with sufficient
copies for each Lender) signed by an authorized officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying
that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (provided that such representations
and warranties shall be true in all respects if they are already qualified by a materiality standard), 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 as of such earlier date, and (B) no Default exists. 
 (f) Within a reasonable time after the
effective date of any increase, the Administrative Agent shall, and is hereby authorized and directed to, revise the Revolving Commitment Schedule to reflect such increase and shall distribute such revised Revolving Commitment Schedule
to each of the Lenders and the Borrowers, whereupon such revised Revolving Commitment Schedule shall replace the then current Revolving Commitment Schedule and become part of this Agreement. On the Business Day following any such
increase, all outstanding ABR Loans shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respective revised Applicable Percentages. Eurodollar Loans shall not be reallocated among the
Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such increase. 
 SECTION 2.10.
Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on
the Maturity Date and (ii) to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent. 

(b) On each Business Day during a Dominion Trigger Period, the Administrative Agent shall apply an amount equal to the ledger balance in
the Collection Deposit Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent) first, to prepay any Protective Advances that may be outstanding, pro rata; second, to prepay
the Swingline Loans; and third, pro rata, to prepay the Revolving Loans (without a corresponding reduction in the Revolving Commitments) and if an Event of Default has occurred and is continuing, deposit in the LC Collateral Account cash in
an amount equal to 105% of the Letter of Credit Shortfall Amount. 
 (c) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

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

  
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 (e) The entries made in the accounts maintained pursuant to paragraph (c) or
(d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. 
 (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered
assigns). 
 SECTION 2.11. Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to
time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (e) of this Section. 
 (b) In the event and on such occasion that the total Revolving Exposure exceeds the lesser of (i) the Total Revolving Commitment and (ii) the Borrowing Base, the Borrowers shall promptly repay
the Revolving Loans, the LC Exposure and/or the Swingline Loans to the extent required to eliminate such excess; provided that any such payments shall be applied first, to pay outstanding Protective Advances, second, to pay
outstanding Swingline Loans, third, to pay outstanding Revolving Loans, fourth, to pay LC Disbursements and fifth, if an Event of Default shall have occurred and be continuing, to cash collateralize the Letters of Credit.

 (c) During a Dominion Trigger Period, in the event and on each occasion that any Net Proceeds are received by or on
behalf of any Borrower in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Borrower, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal
to 100% of such Net Proceeds to the extent that such Obligations are then outstanding. 
 (d) All such amounts pursuant to
Section 2.11(c) shall be applied first, to prepay any Protective Advances that may be outstanding, pro rata, and second, to prepay the Revolving Loans (including Swing Line Loans) without a corresponding reduction in the
Revolving Commitment and thereafter, if an Event of Default shall have occurred and be continuing, to cash collateralize any outstanding Letter of Credit. 
 (e) The Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, Chicago time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m.,
Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is
given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an
amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. 

  
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 SECTION 2.12. Fees. (a) The Borrowers agree to pay, from and including the
Effective Date to but excluding the date on which each Lender’s Revolving Commitment terminates, to the Administrative Agent, for the pro rata account of each Lender (based upon the average daily amount of the Available Revolving
Commitment of each such Lender), a commitment fee which shall accrue at a rate equal to 0.50% per annum of the average daily unused portion of the Total Revolving Commitment during the calendar month in respect of which such commitment fee is
being paid; provided, however, such commitment fee shall accrue at a rate equal to 0.375% per annum if the average daily used portion of the Total Revolving Commitment during the calendar month in respect of which the commitment
fee is being paid is greater than 33.3% of the Total Revolving Commitment. Accrued commitment fees shall be payable in arrears on the first Business Day of each calendar month and on the date on which the Revolving Commitments terminate, commencing
on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. 

(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with
respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such
Revolving Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the
Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each
calendar month shall be payable on the first Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 14 days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed. 
 (c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent.

 (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent
(or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances. 

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at
the Alternate Base Rate plus the Applicable Rate. 

  
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 (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. 
 (c) Each Protective Advance
shall bear interest at the Alternate Base Rate plus the Applicable Rate for Revolving Loans plus (if any Event of Default has occurred and is continuing) 2%. 

(d) Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required
Lenders may, at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender affected
thereby” for reductions in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the
case of any other amounts outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder (or, if no such interest rate is specified, at a rate of interest equal to
2% plus the rate otherwise applicable to ABR Loans). 
 (e) Accrued interest on each Loan (for ABR Loans, accrued
through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph
(d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion. 
 (f) All interest hereunder shall be computed on the basis of
a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed
(including the first day, but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 

SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

 (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 
 (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to
such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; 
 then the
Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders
that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing. 

  
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 SECTION 2.15. Increased Costs. (a) If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or 
 (ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender (or any participation therein) or any
Letter of Credit (or any participation therein); 
 and the result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of
any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. 
 (b)
If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such
Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level
below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and
the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts
as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 
 (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in
paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on
any such certificate within 14 days after receipt thereof. 
 (d) Failure or delay on the part of any Lender or the Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise
to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

  
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 SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(c) and is
revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19, then, in
any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate (without including the Applicable Margin in such calculation)
that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been
the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower
Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 14 days after receipt thereof. 

SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall be made
free and clear of and without deduction for any Indemnified Taxes; provided that if the Borrowers shall be required to deduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with Requirements of Law. 

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with Requirements of Law.

 (c) Without duplication of their obligation to pay amounts on account of Indemnified Taxes and Other Taxes pursuant to
Section 2.17(a) and (b), the Borrowers shall jointly and severally indemnify the Administrative Agent, each Lender and the Issuing Bank, within 14 days after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf
of a Lender or the Issuing Bank, shall be conclusive absent manifest error. 
 (d) Each Lender and the Issuing Bank shall
indemnify the Borrowers and the Administrative Agent, within 10 days after written demand therefor, against any and all Taxes and any 

  
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and all related losses, claims, liabilities, penalties, interest and reasonable expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative
Agent) incurred by or asserted against the Borrowers or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the Issuing Bank, as the case may be, to deliver, or as a result of the inaccuracy,
inadequacy or deficiency of, any documentation required to be delivered to the Borrowers or the Administrative Agent pursuant to Section 2.17(f). Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to set off and
apply any and all amounts at any time owing to such Lender or the Issuing Bank, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 2.17(d).

 (e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental
Authority, the Borrower Representative shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (f) (i) Any Foreign Lender that is
entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or other Loan
Document shall deliver to the Borrower Representative (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by Requirements of Law or reasonably
requested by the Borrower Representative as will permit such payments to be made without withholding or at a reduced rate. 
 (ii) Without limiting the generality of the foregoing, in the event that any Borrower is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower Representative 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
Representative or the Administrative Agent or if the Lender’s factual or legal circumstances have changed since it last provided the form, rendering such form obsolete or incorrect, but only if such Foreign Lender is legally entitled to do so),
whichever of the following is applicable: 
 (A) duly completed copies of Internal Revenue Service Form
W–8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party, 

(B) duly completed copies of Internal Revenue Service Form W–8ECI, 

(C) 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, in substantially the form of Exhibit F, or any other form approved by the Administrative Agent, 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 such 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) duly completed copies of Internal Revenue Service Form W–8BEN, or 

  
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 (D) any other form prescribed by applicable Requirements of Law as a basis
for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit such Borrower to determine the
withholding or deduction required to be made. 
 (iii) If a payment made to a Lender under this Agreement would
be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
such Lender shall deliver to the Borrower Representative and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent, such
documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary
for the Borrower Representative and the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the
amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(g) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of or credit against any
Taxes paid by any Borrower or as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 2.17, it shall pay over such refund or the amount of such
credit to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of
the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit) within 30 days of the receipt of such amount; provided, that the
Borrowers, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent
or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax
returns (or any other information relating to its taxes which it deems confidential) to the Borrowers or any other Person. 

SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) The Borrowers shall make each payment
required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on
the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business
Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, 22nd Floor, Chicago, Illinois, except payments to be made directly to the Issuing Bank or
Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. 

  
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 (b) Any proceeds of Collateral received by the Administrative Agent after an Event of
Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the
Administrative Agent and the Issuing Bank from the Borrowers (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than in
connection with Banking Services or Swap Obligations), third, to pay interest due in respect of the Protective Advances, fourth, to pay the principal of the Protective Advances, fifth, to pay interest then due and payable on the
Swingline Loans, sixth, to pay principal on the Swingline Loans, seventh, to pay interest then due and payable on the Loans (other than the Protective Advances and Swingline Loans), eighth, to prepay principal on the Loans
(other than the Protective Advances and Swingline Loans) and unreimbursed LC Disbursements ratably, ninth, to deposit in the LC Collateral Account cash collateral equal to 105% of the sum of the LC Exposure to be held as cash collateral for
such Obligations, tenth, to payment of any amounts owing with respect to Secured Obligations consisting of Banking Services and Swap Obligations, and eleventh, to the payment of any other Secured Obligation due to any Lender Party by
the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of Default is in existence, neither the Administrative Agent nor any Lender shall apply any
payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans, in any
such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all
such proceeds and payments to any portion of the Secured Obligations. 
 (c) At the election of the Administrative Agent, all
payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents,
may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit
account of any Borrower maintained with the Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment referred to in the preceding sentence and
agrees that all such amounts charged shall constitute Loans (including Swingline Loans, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 9.03) and that
all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of any Borrower maintained with the
Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. 
 (d) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC
Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased


  
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and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,
and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant. Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that
any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower
in the amount of such participation. 
 (e) Unless the Administrative Agent shall have received notice from the Borrower
Representative prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the
Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made
such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Bank with interest thereon, for each
day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation. 
 (f) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any
amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a
segregated account as cash collateral for, and apply any such amounts to, any future funding obligations of such Lender under such Sections; application of amounts pursuant to (i) and (ii) above shall be made in such order as may be
determined by the Administrative Agent in its discretion. 
 SECTION 2.19. Mitigation Obligations; Replacement of
Lenders. 
 (a) If any Lender or the Issuing Bank requests compensation under Section 2.15, or if the Borrowers
are required to pay any additional amount to any Lender, the Issuing Bank or any Governmental Authority for the account of any Lender or the Issuing Bank pursuant to Section 2.17, then such Lender or the Issuing Bank shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the Issuing Bank,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender or the Issuing Bank to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the Issuing Bank. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or
assignment). 
 (b) If any Lender or the Issuing Bank requests compensation under Section 2.15, or if the Borrowers
are required to pay any additional amount to any Lender, the Issuing Bank or any Governmental Authority for the account of any Lender or the Issuing Bank pursuant to Section 2.17, or if any Lender or the Issuing Bank becomes a Defaulting
Lender, then the Borrowers may, at their sole 

  
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expense and effort, upon notice to such Lender, the Issuing Bank and the Administrative Agent, require such Lender or the Issuing Bank to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent and the Issuing Bank, which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. No Lender nor the Issuing Bank shall be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender, the Issuing Bank or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 

SECTION 2.20. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) fees
shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a); 
 (b) the Revolving Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action
hereunder (including any consent to any amendment or waiver pursuant to Section 9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender
differently than other affected Lenders shall require the consent of such Defaulting Lender; 
 (c) if any Swingline Exposure or
LC Exposure exists at the time a Lender becomes a Defaulting Lender then: 
 (i) all or any part of such
Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit
Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments and (y) the conditions set forth in Section 4.02 are satisfied at
such time; and 
 (ii) if the reallocation described in paragraph (i) above cannot, or can only
partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC
Exposure (after giving effect to any partial reallocation pursuant to paragraph (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding; 

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to
Section 2.20(c), the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting
Lender’s LC Exposure is cash collateralized; 

  
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 (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated
pursuant to Section 2.20(c), then the fees payable to the Lenders pursuant to Sections 2.12(a) and (b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; or 

(v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to
Section 2.20(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of
such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until
such LC Exposure is cash collateralized and/or reallocated; 
 (d) the Issuing Bank shall not be required to issue, amend
or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with
Section 2.20(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and Defaulting Lenders shall
not participate therein); and 
 (e) in the event and on the date that each of the Administrative Agent, the Borrowers, the
Issuing Bank and the Swingline Lender reasonably agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the other Lenders shall be
readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be
necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. 
 SECTION 2.21. Returned
Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such
payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof
intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21
shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall
survive the termination of this Agreement. 
 ARTICLE III  

Representations and Warranties 
 Each Borrower represents and warrants to the Lender Parties that: 
 SECTION 3.01.
Organization; Powers. Each of the Borrowers is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, 

  
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individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where
such qualification is required. 
 SECTION 3.02. Authorization; Enforceability. The Transactions are within each
Borrower’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Borrower is a party have been duly executed and delivered by
such Borrower and each constitutes a legal, valid and binding obligation of such Borrower, enforceable 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. 
 SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental
Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents; (b) will not violate any Requirement of Law applicable to any
Borrower; (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Borrower or its assets, or give rise to a right under any such material indenture, agreement or other instrument
(other than a Loan Document) to require any payment to be made by any Borrower; and (d) will not result in the creation or imposition of any Lien on any asset of any Borrower, except Liens created pursuant to the Loan Documents. 

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lender Parties
copies of, or has provided the Administrative Agent with an electronic link to the copies that have been made available through its website or that have been filed with the SEC via EDGAR, its consolidated balance sheet and statements of income,
stockholders equity and cash flows (i) as of and for the 2008, 2009 and 2010 Fiscal Years, audited by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the Fiscal Month ended July 31, 2011. Such
financial statements present fairly, in all material respects, the financial condition and results of operations and cash flows of the Company and the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end
audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii). 
 (b) No event,
change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2010. 
 SECTION 3.05. Properties. (a) As of the Effective Date, Schedule 3.05(a) sets forth the address of each parcel of material real property that is owned or leased by each Borrower. Each
of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and, to the knowledge of the Borrowers, no material default by any party to any such lease or sublease exists. Except as set forth on
Schedule 3.05(a), each of the Borrowers has good and indefeasible title to, or valid leasehold interests in, all its material real and personal property, free of all Liens other than Permitted Liens. 

(b) Each of the Borrowers owns, or is licensed to use, all material trademarks, tradenames, copyrights, patents and other intellectual
property necessary to its business as currently conducted, a correct and complete list of which, as of the date of this Agreement, is set forth on Schedule 3.05(b), and the use thereof by the Borrowers does not infringe in any material
respect upon the rights of any other Person, and the Borrowers’ rights thereto are not subject to any licensing agreement or similar arrangement. 

  
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 SECTION 3.06. Litigation and Environmental Matters. (a) Except for the Disclosed
Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any of the Borrowers, threatened against or affecting the Borrowers (i) which could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. 

(b) Except for the Disclosed Matters, (i) no Borrower has received notice of any claim with respect to any Environmental Liability
or knows of any basis for any Environmental Liability and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Borrower
(A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (B) has become subject to any Environmental Liability. 

SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrowers, to its knowledge, is in compliance with all Requirements
of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect. 
 SECTION 3.08. Investment Company Status. No Borrower nor any of the Subsidiaries is an
“investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. 
 SECTION
3.09. Taxes. Each of the Borrowers has timely filed or caused to be filed all Federal and all state and other material Tax returns and reports required to have been filed and has paid or caused to be paid all Federal and all state and other
material Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Borrower has set aside on its books adequate reserves. No tax Liens (other than Permitted
Encumbrances) have been filed and no claims are being asserted with respect to any such Taxes. 
 SECTION 3.10. ERISA. No
ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The
funding target under each Plan (based on the actuarial assumptions specified for funding purposes pursuant to ERISA Section 303(h) in such Plan’s most recent actuarial valuation report) did not, as of the date of the most recently ended
plan year, exceed by more than $20,000,000 the current value (within the meaning of Section 3(26) of ERISA) of the assets of such Plan allocable to such benefits in accordance with Title IV of ERISA, as determined for the most recent valuation
date for such Plan using the actuarial assumptions as set forth in such report, and the sum of the funding targets for all Plans (based on the actuarial assumptions specified for funding purposes pursuant to ERISA Section 303(h) in such
Plan’s most recent actuarial valuation report) did not, as of the date of the most recently ended plan year, exceed by more than $20,000,000 the fair market value of the assets of all such Plans. 

SECTION 3.11. Disclosure. Each Borrower has disclosed to the Lenders all agreements, instruments and corporate or other
restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the
other reports, financial statements, certificates or other information furnished by or on behalf of any Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified
or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the 

  
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statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, (a) the Borrowers
represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date,
and (b) it is understood and agreed that uncertainty is inherent in any forecasts or projections and no assurances can be given by the Borrowers of the future achievement of such performance. 

SECTION 3.12. Material Agreements. As of the Effective Date, all material agreements and contracts to which any Borrower is a
party or is bound and which, under Requirements of Law, would be required to be filed with the SEC, are either (a) filed as exhibits to, or incorporated by reference in, the reports of the Company that were filed with the SEC, prior to the
Effective Date, or (b) are listed on Schedule 3.12. No Borrower is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any material agreement to which it is a
party or (ii) any agreement or instrument evidencing or governing Indebtedness. 
 SECTION 3.13. Solvency.
(a) Both before and immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of each Borrower, at a fair valuation, will exceed its debts and liabilities, subordinated,
contingent or otherwise; (ii) the present fair saleable value of the property of each Borrower will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (iii) each Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and
(iv) no Borrower will have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date. The amount of contingent liabilities at
any time shall be computed as the amount that, in light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

(b) No Borrower intends to, or will permit any of the Subsidiaries to, and no Borrower believes that it or any of the Subsidiaries will,
incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary. 
 SECTION 3.14. Insurance. Schedule 3.14 sets forth a
description of all insurance maintained by or on behalf of the Borrowers as of the Effective Date. All policies of insurance of any kind or nature owned by or issued to any of the Borrowers, including without limitation, policies of life, fire,
theft, product liability, public liability, property damage, other casualty, employee fidelity, workers’ compensation, employee health and welfare, title, property and liability insurance are in full force and effect and are of a nature and
provide such coverage as is customarily carried by companies of the size and character of the Borrowers. 
 SECTION 3.15.
Capitalization and Subsidiaries. Schedule 3.15 (as updated from time to time by the Company) sets forth (a) a correct and complete list of the name and relationship to the Company of each and all of the other Borrowers, (b) a
true and complete listing of each class of each of the Borrowers’ authorized Equity Interests (other than the Company’s), of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned
beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of each Borrower. All of the issued and outstanding Equity Interests of a Subsidiary owned by any Borrower have been duly authorized and
issued and are fully paid and non-assessable (to the extent such concepts are relevant with respect to such ownership interests). 

  
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 SECTION 3.16. Security Interest in Collateral. The provisions of this Agreement and
the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent (for the benefit of the Secured Holders) and such Liens constitute perfected and continuing Liens on the Collateral, securing the
Secured Obligations, enforceable against the applicable Borrower, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in
favor of the Administrative Agent (for the benefit of the Secured Holders), pursuant to any Requirement of Law or any applicable agreement that is permitted hereunder and (b) Liens on personal Property perfected only by possession (including
possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral. 
 SECTION 3.17. Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Borrower or any of the Subsidiaries pending or, to the knowledge of the
Borrowers, threatened. The hours worked by and payments made to employees of any Borrower or any of the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with
such matters. All payments due from and payable by any Borrower in accordance with Requirements of Law, on account of wages and employee health and welfare insurance and other benefits, have been paid at or within such time as required by such
Requirements of Law, or, to the extent required by such Requirements of Law, accrued as a liability on the books of such Borrower. 
 SECTION 3.18. Common Enterprise. The successful operation and condition of each of the Borrowers is dependent on the continued successful performance of the functions of the group of the Borrowers
as a whole and the successful operation of each of the Borrowers is dependent on the successful performance and operation of each other Borrower. Each Borrower expects to derive benefit (and its board of directors or other governing body has
determined that it may reasonably be expected to derive benefit), directly and indirectly, from (a) successful operations of each of the other Borrowers and (b) the credit extended by the Lender Parties to the Borrowers hereunder, both in
their separate capacities and as members of the group of companies. Each Borrower has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Borrower is within its purpose, will be
of direct and indirect benefit to such Borrower, and is in its best interest. 
 ARTICLE IV  

Conditions 
 SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of
the following conditions is satisfied (or waived in accordance with Section 9.02) to the satisfaction of each Lender: 
 (a) Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on
behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include PDF or facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and
(ii) duly executed copies (or PDF or facsimile copies) of the Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the


  
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transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each
such requesting Lender and a written opinion of the Borrowers’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders in substantially the form of Exhibit B. 

(b) Financial Statements and Projections. The Lender Parties shall have received (i) (A) audited
consolidated financial statements of the Borrowers for the 2008, 2009 and 2010 Fiscal Years and (B) unaudited interim consolidated financial statements of the Borrowers for the Fiscal Month ended July 31, 2011, and such financial
statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of the Borrowers, as reflected in the financial statements or projections contained in the
Information Memorandum; and (ii) satisfactory projections prepared on a monthly basis for the 2012 Fiscal Year and on an annual basis for the remaining period through and including Fiscal Year 2016. 

(c) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative
Agent shall have received (i) a certificate of each Borrower, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body
authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Borrower authorized to sign the
Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Borrower certified by the relevant authority of the jurisdiction of organization of
such Borrower and a true and correct copy of its bylaws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Borrower from its jurisdiction of organization. 

(d) Closing Date Certificate. The Administrative Agent shall have received a certificate, signed by the chief
financial officer of the Borrower Representative and dated the Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and
correct in all material respects as of such date (provided that each such representation and warranty shall be true and correct in all respects to the extent that it is already qualified by a materiality standard), and (iii) certifying
any other factual matters as may be reasonably requested by the Administrative Agent. 
 (e) Fees. The
Lender Parties shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel of the Administrative Agent), on or before the Effective Date. All
such amounts will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower Representative to the Administrative Agent on or before the Effective Date. 

(f) Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each of the
jurisdictions where assets of the Borrowers are located, and such search shall reveal no Liens on any of the assets of the Borrowers except for Permitted Liens or Liens discharged on or prior to the Effective Date pursuant to a pay-off letter or
other documentation satisfactory to the Administrative Agent. 
 (g) Pay-Off Letter. The Administrative
Agent shall have received satisfactory evidence (i) of the pay-off of all Existing Loans that are not deemed outstanding hereunder and (ii) the termination of all Liens on Collateral (other than Liens on property of the Borrowers forming a
part of the Collateral in favor of the Administrative Agent (for the benefit of the Secured Holders)). 

  
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 (h) Funding Accounts. The Administrative Agent shall have received a
notice setting forth the deposit account(s) of the Borrowers (the “Funding Accounts”) to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to
this Agreement. 
 (i) Control Agreements. The Administrative Agent shall have received each Deposit
Account Control Agreement and Lock Box Agreement required to be provided pursuant to Section 4.10 of the Security Agreement. 
 (j) Solvency. The Administrative Agent shall have received a solvency certificate from a Financial Officer of each Borrower. 

(k) Borrowing Base Certificate. The Agents shall have received a Borrowing Base Certificate which calculates the
Borrowing Base as of the end of the calendar month immediately preceding the Effective Date. 
 (l) Filings,
Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in
order to create in favor of the Administrative Agent (for the benefit of the Secured Holders) a valid and perfected, first priority Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted
Liens), shall be in proper form for filing, registration or recordation. 
 (m) [RESERVED] 

(n) Corporate Structure. The corporate structure, capital structure, other debt instruments (including the
Convertible Notes), material accounts and governing documents of the Borrower and the Subsidiaries, to the extent reasonably related to the Transactions, shall be acceptable to the Administrative Agent. 

(o) Insurance. The Administrative Agent shall have received evidence of insurance coverage in form, scope,
and substance evidencing compliance with the terms of Section 5.09. 
 (p) Appraisals; Field
Exams. The Administrative Agent shall have received satisfactory appraisals of Inventory and Equipment and field exams from appraisers satisfactory to the Administrative Agent; provided that, in the sole discretion of the Administrative
Agent, such appraisals and field exams may be delivered after the Effective Date. 
 (q) Equipment. The
Administrative Agent shall have received a complete and accurate listing from the Borrowers describing the Equipment included in the PP&E Component. 
 (r) Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence to the extent reasonably related to the Transactions. 

(s) Tax Withholding. The Administrative Agent shall have received a properly completed and signed IRS Form W-8
or W-9, as applicable, for each Borrower. 

  
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 (t) Other Documents. The Administrative Agent shall have received
such other documents as the Administrative Agent or its counsel may have reasonably requested. 
 The Administrative Agent shall notify the
Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding. 
 SECTION 4.02. Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 

(a) The representations and warranties of the Borrowers set forth in this Agreement shall be true and correct in all
material respects (provided that such representations and warranties shall be true in all respects if they are already qualified by a materiality standard) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or
extension of such Letter of Credit, as applicable. 
 (b) At the time of and immediately after giving effect to
such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. 
 (c) After giving effect to any Borrowing or the issuance of any Letter of Credit, Availability is not less than zero. 
 Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters
specified in paragraphs (a), (b) and (c) of this Section. 
 Notwithstanding the failure to satisfy the
conditions precedent set forth in paragraph (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing
Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued
any such Letter of Credit is in the best interests of the Lenders. 
 ARTICLE V  

Affirmative Covenants 
 Until all the Revolving Commitments have expired or been terminated and the Secured Obligations have been indefeasibly paid or satisfied as provided in Section 2.09(b), each Borrower executing
this Agreement covenants and agrees, jointly and severally with all of the other Borrowers, in favor of the Lender Parties that: 
 SECTION 5.01. Financial Statements; Borrowing Base and Other Information. The Borrowers will furnish to the Administrative Agent (for delivery to each Lender): 

(a) on or before the date upon which the Company’s annual report on Form 10-K is required to be filed with the SEC
(and in any event within 105 days after the end of each Fiscal Year), the Company’s (i) audited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows, showing the financial condition of the
Company and the Subsidiaries on a consolidated basis as of the close of such Fiscal Year and the results of their 

  
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operations during such Fiscal Year, such consolidated financial statements to be audited for the Company and the Subsidiaries by Deloitte & Touche LLP or other independent public
accountants of recognized national standing and accompanied by an audit opinion of such accountants (without (A) a “going concern” or like qualification, exception or explanatory paragraph and (B) any qualification or exception
as to the scope of such audit) and to be certified by a Financial Officer of the Company to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Company and the Subsidiaries
on a consolidated basis in accordance with GAAP, and (ii) unaudited consolidating balance sheet and related unaudited consolidating statements of income as of the close of the fourth Fiscal Quarter and as of the close of such Fiscal Year, all
such consolidating financial statements showing separately the financial condition of the Company and the Subsidiaries; provided, however, that any document required to be delivered pursuant to this Section 5.01(a) shall be deemed
to have been furnished to the Administrative Agent if the Borrowers have provided the Administrative Agent with a link to such documents that have been made available through their website or that have been filed with the SEC via EDGAR; 

(b) on or before the date upon which the Company’s quarterly report on Form 10-Q is required to be filed with the SEC
(and in any event within 50 days after the end of each of the first three Fiscal Quarters of the Company), the Company’s (i) unaudited consolidated balance sheets and related unaudited statements of income, stockholders’ equity and
cash flows, showing the financial condition of the Company and the Subsidiaries on a consolidated basis as of the close of such Fiscal Quarter and the results of their operations during such Fiscal Quarter and the then elapsed portion of the
applicable Fiscal Year, certified by a Financial Officer of the Company as fairly presenting the financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal
year-end audit adjustments and the absence of footnotes, and (ii) unaudited consolidating balance sheet and related unaudited consolidating statements of income as of the close of such Fiscal Quarter, all such consolidating financial statements
showing separately the financial condition of the Company and the Subsidiaries; provided that any document required to be delivered pursuant to this Section 5.01(b) shall be deemed to have been furnished to the Administrative
Agent if the Borrowers have provided the Administrative Agent with a link to such documents that have been made available through their website or that have been filed with the SEC via EDGAR; 

(c) commencing with the first Fiscal Month following the Effective Date as soon as available, but no more than 30 days
after the end of each Fiscal Month (unless no Loans are outstanding during such Fiscal Month and during the 30 days following the end of such Fiscal Month), the unaudited consolidated balance sheet as of the close of such Fiscal Month and related
unaudited consolidated statements of income and cash flow of the Company and the Subsidiaries during such Fiscal Month and the Fiscal Year to date period; 
 (d) (i) concurrently with any delivery of financial statements under paragraph (a), (b) or (c) above, a certificate of a Financial Officer of the Borrower
Representative in substantially the form of Exhibit D (i) certifying, in the case of the financial statements delivered under paragraph (b) or (c), as presenting fairly in all material respects the financial condition
and results of operations of the Company and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a
Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (iii) certifying in the case of the financial
statements delivered under paragraph (c), (A) if Availability is less than $100,000,000 for any period of five consecutive Business Days during the Fiscal Month with respect to which such financial statements are delivered, a reasonably
detailed calculation of the Fixed Charge Coverage Ratio and (B) during any Covenant Trigger Period, compliance with Section 6.12; 

  
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 (e) concurrently with any delivery of financial statements under paragraph
(a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements, if any Default or Event of Default has
occurred and is continuing, specifying the nature thereof and all relevant facts with respect thereto (which certificate may be limited to the extent required by accounting rules or guidelines); 

(f) as soon as available, but in any event not more than 60 days after the end of each Fiscal Year, a copy of the plan and
forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Company on a consolidated basis for each month of the then current Fiscal Year (the “Projections”) in form reasonably
satisfactory to the Administrative Agent; 
 (g) as soon as available but in any event within 15 days of the end
of each calendar month (or within three Business Days of the end of each calendar week (it being understood that a calendar week ends on Sunday) if Availability is less than 12.5% of the Total Revolving Commitment then in effect at any time during
such calendar week), as of the last day of the immediately preceding month, or as of the last day of the immediately preceding week, as the case may be, a Borrowing Base Certificate which calculates the Borrowing Base as of the calendar period then
ended, together with supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request; 

(h) as soon as available but in any event within 15 days of the end of each calendar month (or, in the case of
paragraphs (h)(i) and (h)(ii) below, within three Business Days of the end of each calendar week (it being understood that a calendar week ends on Sunday) during any Dominion Trigger Period), as of the period then ended, all delivered
electronically in a text formatted file acceptable to the Administrative Agent: 
 (i) a detailed aging of the
Borrowers’ Accounts (A) including all invoices aged by invoice date and due date and (B) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably acceptable to the Administrative Agent,
together with a summary specifying the name, address, and balance due for each Account Debtor; 
 (ii) a schedule
detailing the Borrowers’ Inventory, in form satisfactory to the Administrative Agent, (A) by location (showing Inventory in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse
agreement), by class (raw material, work-in-process and finished goods), which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and (B) reconciled to the Borrowing Base Certificate delivered
as of such date; 
 (iii) a summary of categories of Accounts excluded from Eligible Accounts Receivable and
Inventory excluded from Eligible Inventory; 
 (iv) a reconciliation of the Borrowers’ Accounts and
Inventory between the amounts shown in the Borrowers’ general ledger and financial statements and the reports delivered pursuant to paragraphs (h)(i) and (h)(ii) above; and 

  
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 (v) a schedule identifying any items of Equipment (and their respective Net
Orderly Liquidation Values) that during such period ceased to be included in the PP&E Component; 
 (i) as
soon as available but in any event within 30 days of the end of each December 31 and at such other times as may be requested by the Administrative Agent, a list of all customer addresses, delivered electronically in a text formatted file
acceptable to the Administrative Agent; 
 (j) promptly after any Borrower obtains knowledge thereof and has
reason to know, notice of a material portion of Eligible Accounts, Eligible Inventory or Eligible Equipment, as the case may be, becoming ineligible under the Borrowing Base; 

(k) within 30 days of the first Business Day of each March and September, a certificate of good standing for each Borrower
from the appropriate governmental officer in its jurisdiction of incorporation, formation or organization; 
 (l)
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the
functions of the SEC, or with any national securities exchange, as the case may be; provided that any documents required to be delivered pursuant to this paragraph (l) shall be deemed to have been delivered on the date on which
the Company provides the Administrative Agent a link to where such documents were filed electronically via EDGAR or such documents have been made publicly available on its website; and 

(m) promptly following any request therefor, such other information regarding the operations, business affairs and
financial condition of any Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender, acting through the Administrative Agent, may reasonably request. 

The Administrative Agent shall deliver to the Lenders all documents that are received by it pursuant to this Section as provided in
Section 9.01(b) or by posting such documents to Intralinks or an equivalent means of electronic delivery to which the Lenders have access. 
 SECTION 5.02. Notices of Material Events. The Borrowers will furnish to the Administrative Agent (for delivery to each Lender) prompt written notice of the following: 

(a) the occurrence of any Default or Event of Default (which notice shall be delivered no later than five Business Days
after any Borrower has any knowledge thereof); 
 (b) receipt of any notice of any governmental investigation or
any governmental or other litigation or proceeding commenced or threatened against any Borrower that (i) could reasonably be expected to have a Material Adverse Effect, (ii) contests any tax, fee, assessment, or other governmental charge
in excess of $5,000,000, or (iii) involves any product recall; 
 (c) any Lien (other than Permitted Liens)
or claim made or asserted against Collateral having a value in excess of $5,000,000; 
 (d) any loss, damage, or
destruction to the Collateral having a book value of $5,000,000 or more, whether or not covered by insurance; 

  
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 (e) any and all default notices received under or with respect to any leased
location or public warehouse where Collateral is located (which shall be delivered within two Business Days after receipt thereof); 
 (f) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers in an aggregate amount
exceeding $5,000,000; 
 (g) receipt of any notice by a holder of any Equity Interests of any Borrower or
holder of any Material Indebtedness that any default exists with respect thereto or that any Borrower is not in compliance with the terms thereof; and 
 (h) any other development, including as a result of any work stoppage, strike or other labor dispute, that results in, or could reasonably be expected to result in, a Material Adverse Effect. 

The Administrative Agent shall deliver to the Lenders all documents that are received by it pursuant to this Section as provided in
Section 9.01(b) or by posting such documents to Intralinks or an equivalent means of electronic delivery to which the Lenders have access. Each notice delivered under this Section shall be accompanied by a statement of a Financial
Officer or other executive officer of the Borrower Representative setting forth in reasonable detail the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

SECTION 5.03. Existence; Conduct of Business. Each Borrower will (a) do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and
maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except (i) if (A) in the reasonable business judgment of the Company, it is in the best economic interest of the Borrowers,
taken as a whole, not to preserve and maintain such rights, privileges, qualifications, permits, licenses and franchises, and (B) such failure to preserve the same could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect, and (ii) as otherwise permitted in connection with sales of assets permitted by Section 6.05; and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted. 
 SECTION 5.04. Payment of Obligations. Each Borrower will pay or discharge all Material
Indebtedness and all other material liabilities and obligations, including material Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) such Borrower has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material
Adverse Effect. 
 SECTION 5.05. Maintenance of Properties. Each Borrower will keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear and tear excepted. 
 SECTION 5.06. Books and
Records; Inspection Rights. Each Borrower will (a) keep proper books of record and account in accordance with GAAP in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities
and (b) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by the


  
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Administrative Agent), upon reasonable prior notice, to visit during regular business hours and inspect its properties, to examine and make extracts from its books and records for the purpose of
verifying the accuracy of the various reports delivered by the Borrowers to the Administrative Agent, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as
reasonably requested. The Borrowers acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Borrowers’ assets for internal use by the
Administrative Agent and the Lenders. 
 SECTION 5.07. Compliance with Laws. Each Borrower will comply in all material
respects all Requirements of Law applicable to it or its property, except any of the foregoing relating to Environmental Laws, which compliance is subject to Section 5.10. 

SECTION 5.08. Use of Proceeds. The proceeds of the Loans and Letters of Credit will be used only (a) to repay amounts
outstanding under the Existing Credit Agreement, (b) for general corporate purposes (including Permitted Acquisitions and, subject to the restrictions contained in Section 6.08, repurchases of shares of common stock of the Company)
of the Borrowers in the ordinary course of business and (c) to pay any related transaction costs, fees and expenses. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including Regulations T, U and X. 
 SECTION 5.09. Insurance.
Each Borrower will maintain with financially sound and reputable carriers acceptable to the Administrative Agent in its Permitted Discretion (including, consistent with past practice, insurance companies affiliated with the Company), insurance with
respect to their properties and business (including business interruption insurance, fire insurance and public liability insurance) in such amounts, of such character and against such risks acceptable to the Administrative Agent in its Permitted
Discretion and as are usually maintained by companies engaged in the same or similar business or having comparable properties, and in any case having a coverage which is not materially less than the insurance of such type maintained by the Borrowers
on the Effective Date, provided that no Borrower will use or permit any property to be used in any manner which might render inapplicable any such insurance coverage. All property insurance covering Collateral maintained by the Borrowers
shall name the Administrative Agent as sole loss payee. All liability insurance maintained by the Borrowers shall name the Administrative Agent as additional insured. All such property and liability insurance shall further provide for at least 30
days’ prior written notice (10 days’ prior written notice with respect to cancellation for non-payment of premium or at the request of the insured) to the Administrative Agent of the cancellation or substantial modification thereof. The
Borrowers will furnish to the Lenders, promptly upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained. 
 SECTION 5.10. Environmental Covenant. Each Borrower will: 

(a) use and operate all of their respective facilities and properties in material compliance with all Environmental Laws,
keep all necessary permits, approvals, certificates, licenses, and other authorizations required by applicable Environmental Laws relating to environmental matters in effect from time to time, and remain in material compliance therewith, and handle
all Hazardous Materials in material compliance with all applicable Environmental Laws; 
 (b)(i) as soon as
possible and in any event not later than 15 Business Days after any Borrower becomes aware of the receipt thereof, notify the Administrative Agent and provide copies of all written claims, complaints, notices, or inquiries by a Governmental
Authority, or any Person which has commenced a legal proceeding against any of the Borrowers, relating to material non-compliance by any of the Borrowers with, or material potential liability of any of the Borrowers under, Environmental Laws; and


  
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 (ii) with reasonable diligence cure all environmental defects and conditions
which are the subject of any actions and proceedings against any of the Borrowers relating to compliance with Environmental Laws, except to the extent such actions and proceedings (or the obligation of any of the Borrowers to cure such defects and
conditions) are stayed or are being contested by any of the Borrowers or in good faith by appropriate proceedings; and 
 (c) provide such information, access and certifications which the Administrative Agent may reasonably request from time to time to evidence compliance with this Section 5.10. 

SECTION 5.11. Appraisals. At any time that the Administrative Agent requests, the Borrowers will provide the Administrative Agent
with appraisals or updates thereof of their Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent, such appraisals and updates to include, without limitation,
information required by applicable Requirements of Law. The Borrowers shall reimburse the Administrative Agent for all reasonable charges, costs and expenses related to one appraisal during each calendar year; provided that if at any time
during any calendar year Availability is less than 20% of the Total Revolving Commitment, the Borrowers shall reimburse the Administrative Agent for all reasonable charges, costs and expenses related to a second appraisal during such calendar year;
and provided, further, that there shall be no limitation on the number or frequency of appraisals that shall be at the sole expense of the Borrowers if any Default or Event of Default shall have occurred and be continuing. Unless
otherwise approved by the Required Lenders, the Administrative Agent agrees to conduct at least one appraisal of the Borrowers’ Inventory each calendar year. The Borrowers shall reimburse the Administrative Agent for all reasonable charges,
costs and expenses related to the initial appraisals of the equipment included in the PP&E Component. 
 SECTION 5.12.
Field Examinations. At any time that the Administrative Agent requests, the Borrowers will allow the Administrative Agent to conduct field examinations or updates thereof to ensure the adequacy of Collateral included in any Borrowing Base and
related reporting and control systems, and prepared on a basis satisfactory to the Administrative Agent, such field examinations and updates to include, without limitation, information required by applicable Requirements of Law. The Borrowers shall
reimburse the Administrative Agent for all reasonable charges, costs and expenses related to one field examination during each calendar year; provided that if at any time during any calendar year Availability is less than 20% of the Total
Revolving Commitment, the Borrowers shall reimburse the Administrative Agent for all reasonable charges, costs and expenses related to a second field examination during such calendar year; and provided, further, that there shall be no
limitation on the number or frequency of field examinations that shall be at the sole expense of the Borrowers if any Default or Event of Default shall have occurred and be continuing. 

SECTION 5.13. Depository Banks. Each of the Borrowers will maintain one or more of the Lenders or other banks that are
acceptable to the Administrative Agent as its principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and other deposit accounts for the conduct of its business. 

SECTION 5.14. Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Borrower shall
cause each of its domestic Significant Subsidiaries formed or acquired after the date of this Agreement to become a Borrower by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon
execution and delivery thereof, each such 

  
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Person (i) shall automatically become a Borrower and hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and
(ii) will grant Liens to the Administrative Agent (for the benefit of the Secured Holders) in any property of such Borrower which constitutes Collateral. 
 (b) Without limiting the foregoing, each Borrower will execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or
cause to be taken such further actions (including the filing and recording of financing statements) and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by
law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be
created by the Collateral Documents, all at the expense of the Borrowers. 
 ARTICLE VI  

Negative Covenants 
 Until all the Revolving Commitments have expired or been terminated and the Secured Obligations have been indefeasibly paid or satisfied, as the case may be, as provided in Section 2.09(b),
each Borrower executing this Agreement covenants and agrees, jointly and severally with all of the other Borrowers, in favor of the Lender Parties that: 
 SECTION 6.01. Indebtedness. No Borrower will create, incur or suffer to exist any Indebtedness, except: 
 (a) the Secured Obligations; 
 (b) Indebtedness existing on the
Effective Date hereof and set forth in Schedule 6.01(b), and extensions, renewals and replacements of any such Indebtedness in accordance with paragraph (f) hereof; 

(c) Indebtedness of any Borrower to any other Borrower; provided that such Indebtedness shall be subordinated to
the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; 
 (d) Guarantees by any
Borrower of Indebtedness of any other Borrower or any Subsidiary; provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by any Borrower of Indebtedness of any Subsidiary that
is not a Borrower shall be subject to Section 6.04 and (iii) Guarantees permitted under this paragraph (d) shall be subordinated to the Secured Obligations of the applicable Borrower on the same terms to the extent that
the Indebtedness so Guaranteed is subordinated to the Secured Obligations; 
 (e) Indebtedness of any Borrower
set forth in Schedule 6.01(e) that was incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any
Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with paragraph
(f) hereof; 

  
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 (f) Indebtedness which represents an extension, refinancing, replacement or
renewal of any of the Indebtedness described in paragraphs (b) and (e) hereof; provided that (i) the principal amount of such Indebtedness is not increased, (ii) any Liens securing such Indebtedness are not
extended to any additional property of any Borrower, (iii) no Borrower that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing,
replacement or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, replaced or renewed, (v) the terms of any such extension, refinancing, replacement or renewal are not less
favorable to the obligor thereunder than the original terms of such Indebtedness and (vi) if the Indebtedness that is refinanced, renewed or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions
of the refinancing, renewal, replacement or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed,
or extended Indebtedness; 
 (g) Indebtedness owed to any Person providing workers’ compensation, health,
disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; 

(h) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each
case provided in the ordinary course of business; 
 (i) Indebtedness in respect of obligations pursuant to any
Permitted Commodity Swap Agreement; 
 (j) Indebtedness in respect of advance payments by customers under
purchase contracts in the ordinary course of business by the applicable Borrower; 
 (k) Indebtedness owed to any
Lender or Affiliate thereof in respect of any Banking Services Obligations; 
 (l) Indebtedness incurred by any
Borrower under Swap Agreements entered into in accordance with Section 6.07; 
 (m) other
Indebtedness incurred after the Effective Date in an aggregate principal amount, together with the aggregate consideration for all sale and leaseback transactions consummated after the Effective Date, not exceeding $75,000,000 at any time
outstanding, plus at any time so long as (i) Pro Forma Availability in effect at the time any such Indebtedness is incurred or sale and leaseback transaction is consummated is equal or greater than $50,000,000 and (ii) the
Pro Forma Fixed Charge Coverage Ratio for the Test Period in effect at the time such Indebtedness is incurred or sale and leaseback transaction is consummated is equal to or greater than 1.25:1.00, an additional aggregate amount of $50,000,000 at
any time outstanding; provided that the (A) aggregate principal amount of Indebtedness and consideration for all sale and leaseback transactions of the Borrowers permitted by this paragraph (n) shall not, in any event, exceed
$125,000,000 at any time outstanding and (B) to the extent any such Indebtedness is secured by any property or assets of the Borrowers, (x) such security shall not attach to all or any part of the Collateral and (y) to the extent
reasonably requested by the Administrative Agent, the holders of such secured Indebtedness shall enter into an intercreditor agreement with respect thereto; and 

  
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 (n) unsecured Indebtedness in an unlimited amount, so long as at the time
any such unsecured Indebtedness is incurred, after giving effect to any such unsecured Indebtedness, Availability is an amount equal to at least 17.5% of the Total Revolving Commitment. 

The amounts permitted by paragraphs (b) and (m) shall not include those obligations under operating leases that
are required to be reclassified, in accordance with GAAP, as Capital Lease Obligations. 
 SECTION 6.02. Liens. No
Borrower will create, incur, assume or permit to exist any Lien on any Collateral, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: 

(a) Liens created pursuant to any Loan Document; 

(b) Permitted Encumbrances; 
 (c) any Lien on any Collateral existing on the Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset forming a part
of the Collateral and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 

(d) any Lien existing on any Collateral (other than Accounts, Inventory and Equipment) prior to the acquisition thereof by
any Borrower, including as a result of merger or consolidation with any Borrower that is permitted pursuant to Section 6.03, or existing on any Collateral (other than Accounts and Inventory) of any Person that becomes a Borrower after
the date hereof prior to the time such Person becomes a Borrower; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, merger or consolidation or such Person becoming a Borrower and
(ii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Borrower and extensions, renewals and replacements thereof that do not increase the outstanding principal
amount thereof; 
 (e) Liens of a collecting bank arising in the ordinary course of business under Section 4
210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; and 
 (f) Liens securing a judgment for the payment of money and not constituting an Event of Default under paragraph (k) of Article VII. 

Notwithstanding the foregoing, none of the Permitted Liens may at any time attach to any Borrower’s Accounts or Inventory, other than those
permitted under paragraph (a) of the definition of Permitted Encumbrance, paragraph (a) above and, in the case of Inventory only, Liens of landlords and warehousemen that arise in the ordinary course of business under the
Requirements of Law and secure obligations not overdue by more than 30 days or are being contested in compliance with Section 5.04. 
 SECTION 6.03. Fundamental Changes. No Borrower will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Borrower may dissolve, merge or liquidate with or into any other Borrower and (ii) Subsidiary
may merge into any Borrower in a transaction in which such Borrower is the surviving corporation. 

  
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 SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. No Borrower
will purchase, hold or acquire (including pursuant to any merger) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit, whether through purchase of assets, merger or otherwise, or make a deposit or advance payment for any such purchase, holding, acquisition or other transaction (all the foregoing, “Investments”),
except: 
 (a) Permitted Investments; 

(b) Investments in existence on the date of this Agreement and described in Schedule 6.04, together with
modifications, extensions and renewals thereof; 
 (c) Investments by the Borrowers in Equity Interests in their
respective Subsidiaries; 
 (d) loans or advances made by any Borrower to any other Borrower; provided
that the amount of such loans and advances made by Subsidiaries that are not Borrowers shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; 

(e) Guarantees constituting Indebtedness permitted by Section 6.01; 

(f) loans or advances made by a Borrower to its employees in the ordinary course of business consistent with past
practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $2,000,000 in the aggregate at any one time outstanding; 

(g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by
Account Debtors to a Borrower pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices; 

(h) Investments in the form of Swap Agreements permitted by Section 6.07; 

(i) Investments of any Person existing at the time such Person becomes a Borrower or consolidates or merges with a
Borrower (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Borrower or of such merger; 

(j) Investments received in connection with the dispositions of assets permitted by Section 6.05; 

(k) Permitted Acquisitions and down payments or escrow deposits made in respect of a transaction that would be a Permitted
Acquisition; provided that on the date any such down payment or escrow deposit is made, Availability after giving effect to such down payment or escrow deposit must be greater than 17.5% of the Total Revolving Commitment; 

(l) loans or advances to directors, officers or employees of any Borrower, the proceeds of which are concurrently used to
purchase Equity Interests in a Borrower; 

  
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 (m) advances and loans to, and Investments in, any Subsidiary or Affiliate
of the Borrowers in the ordinary course of business consistent with past practices, so long as before and after giving effect to any such advance, loan or Investment, no Event of Default has occurred and is continuing and Availability is an amount
equal to at least 17.5% of the Total Revolving Commitment; 
 (n) Investments in the form of advance payments in
connection with any Permitted Commodity Swap Agreement; 
 (o) Investments in respect of, including by way of
contributions to, the VEBA Trusts pursuant to agreements reached during the Company’s bankruptcy under chapter 11, title 11 of the U.S. Code; 
 (p) Investments constituting deposits described in paragraphs (c) and (d) of the definition of the term “Permitted Encumbrances”; and 

(q) other Investments not to exceed $5,000,000 in the aggregate at any time outstanding. 

SECTION 6.05. Asset Sales. No Borrower will sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest
owned by it, except: 
 (a) sales, transfers and dispositions of (i) Inventory in the ordinary course of
business, and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business; 
 (b) sales, transfers and dispositions to any other Borrower; 
 (c)
sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof; 
 (d) sales, transfers and dispositions of Permitted Investments; 

(e) sale and leaseback transactions permitted by Section 6.06; 

(f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by
condemnation or similar proceeding of, any property or asset of any Borrower; 
 (g) non-exclusive licenses of
intellectual property in the ordinary course of business; 
 (h) if no Default or Event of Default has occurred
and is continuing or would result therefrom, sales, transfers and other dispositions of the Designated Asset Sales; and 
 (i) sales, transfers and other dispositions of assets (other than the sale of Equity Interests that would result in a Change of Control) that are not permitted by any other paragraph of this Section,
provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (i) shall not exceed $50,000,000 during any Fiscal Year of the Company; 

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (b),
(h) and (i) above) shall be made for fair value and at least 75% of the consideration therefor shall be in cash or assets that can be readily converted into cash without discount within 90 days thereafter. 

  
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 SECTION 6.06. Sale and Leaseback Transactions. No Borrower will enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets by any Borrower that is made for cash consideration in an amount not less than the fair value
of such fixed or capital asset and is consummated within 90 days after such Borrower acquires or completes the construction of such fixed or capital asset; provided that the aggregate consideration for all transactions permitted under this
Section 6.06, together with the aggregate principal amount of Indebtedness incurred by the Borrower pursuant to Section 6.01(m), shall not exceed the amounts set forth in Section 6.01(m). 

SECTION 6.07. Swap Agreements. No Borrower will enter into any Swap Agreement, except (a) Swap Agreements entered into to
hedge or mitigate risks to which any Borrower has actual exposure (other than those in respect of Equity Interests of any Borrower), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed
to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Borrower, and (c) Permitted Commodity Swap Agreements. 

SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. (a) No Borrower will declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its
common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) any Borrower (other than the Company) may declare and pay dividends ratably with respect
to their Equity Interests; (iii) any Borrower may make Restricted Payments to any other Borrower that is its direct parent; (iv) the Company may settle amounts payable in excess of the principal amount upon conversions of the Convertible
Notes in cash with amounts the Company receives in settlements under the Company Call Options; (v) the Company may settle stock options and the Warrants in common stock of the Company upon conversion; and (vi) the Company may make
Restricted Payments if no Default or Event of Default has occurred and is continuing or would result therefrom in an unlimited amount during any period of time if Pro Forma Availability at the time the relevant Restricted Payment is made is greater
than 17.5% of the Total Revolving Commitment or there are no Revolving Loans outstanding (in each case, both immediately before and after giving effect to the making of any such Restricted Payment). 

(b) No Borrower will make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities
or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: 
 (i) payment of
Indebtedness created under the Loan Documents; 
 (ii) payment of regularly scheduled interest and principal
payments as and when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; 

(iii) Capital Lease Obligations permitted by Section 6.01(e); and 

  
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 (iv) any prepayment of Indebtedness in connection with the cancellation,
termination or unwinding of any Permitted Commodity Swap Agreement or Swap Agreement permitted pursuant to Section 6.07; 
 (v) payment of principal and, if applicable, conversion value on any portion of Convertible Notes whose holders exercise any right to put or to cash convert such Indebtedness to any Borrower prior to the
maturity of the Convertible Notes and any purchase of the Convertible Notes by the Company prior to the maturity of the Convertible Notes to the extent permitted under Section 6.08(a); and 

(vi) if no Default or Event of Default has occurred and is continuing or would result therefrom, prepayments or
repurchases of Indebtedness (other than in respect of the Convertible Notes) (A) in an unlimited amount if there are no Revolving Loans outstanding (both immediately before and after giving effect to the making of any such prepayment or
repurchase of Indebtedness) and (B) in an aggregate amount not to exceed $30,000,000 in any Fiscal Year so long as Pro Forma Availability at the time the relevant prepayment or repurchase of Indebtedness is made is greater than 17.5% of the
Total Revolving Commitment (both immediately before and after giving effect to the making of any such payment of Indebtedness). 

SECTION 6.09. Transactions with Affiliates. No Borrower will sell, lease or otherwise transfer any property or assets material to,
or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other material transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and
(ii) are at prices and on terms and conditions not less favorable to such Borrower than could be obtained on an arm’s-length basis from unrelated third parties; (b) transactions between or among the Borrowers not involving any other
Affiliate; (c) any Investment permitted by Section 6.04(c) or (d); (d) any Indebtedness permitted under Section 6.01(c); (e) any Restricted Payment permitted by Section 6.08; (f) loans
or advances to employees, officers and directors permitted under Section 6.04; (g) the payment of reasonable fees to directors of any Borrower who are not employees of such Borrower, and compensation and employee benefit
arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrowers in the ordinary course of business; and (h) 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 a Borrower’s board of directors. 
 SECTION 6.10. Restrictive Agreements. No Borrower will directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any
condition upon (a) the ability of such Borrower to create, incur or permit to exist any Lien upon any of its property or assets forming a part of the Collateral, or (b) the ability of any Borrower (other than the Company) to pay dividends
or other distributions with respect to any shares of its Equity Interests or to make or repay loans or advances to any Borrower or to Guarantee Indebtedness of any Borrower; provided that (i) the foregoing shall not apply to restrictions
and conditions imposed by Requirements of Law or by any Loan Document; (ii) the foregoing shall not apply to restrictions and conditions imposed on the Borrowers existing on the date hereof identified on Schedule 6.10 (but shall apply to
any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition); (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale
of a Borrower pending such sale (provided that such restrictions and conditions apply only to the Borrower that is to be sold and such sale is permitted hereunder); (iv) paragraph (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; and (v) paragraph
(a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof. 

  
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 SECTION 6.11. Amendment of Material Documents. No Borrower will amend, modify or
waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness that has the effect of (i) accelerating the date of any payment of principal or interest thereunder, (ii) increasing the interest rate or fees
payable thereunder or converting any interest payable in kind to current cash pay interest, (iii) amending, modifying or supplementing the subordination provisions related thereto or (iv) making any provisions related thereto more
restrictive or burdensome on any Borrower; or (b) any Convertible Notes Agreement making any provisions related thereto materially more restrictive or materially more burdensome on any Borrower. 

SECTION 6.12. Fixed Charge Coverage Ratio. The Borrowers will not permit the Fixed Charge Coverage Ratio, as of the last day of
any Test Period, to be less than 1.1:1.0; provided that no Borrower shall be required to comply with this covenant as of the last day of any Fiscal Month, so long as (a) no Covenant Trigger Period has occurred and is continuing on the
last day of such Fiscal Month and (b) no Covenant Trigger Period occurs after the last day of such Fiscal Month and on or prior to the last day of the Fiscal Quarter next ending following such Fiscal Month. 

ARTICLE VII  
 Events of Default 
 If any of the following events (“Events of
Default”) shall occur: 
 (a) the Borrowers shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 

(b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other Obligation (other than an amount
referred to in paragraph (a) of this Article) payable pursuant to this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days after the date due;

 (c) any representation or warranty made or deemed made by or on behalf of any Borrower in or in connection
with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; 
 (d) any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to a Borrower’s existence), 5.08 or
5.09 or in Article VI or in Article IV or VI of the Security Agreement; 
 (e) any Borrower shall
fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied
for a period of (i) five days after the earlier of any Borrower’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to the terms or
provisions of Section 5.01, 5.02 (other than Section 5.02(a)) or 5.06 of this Agreement, (ii) 10 days if such breach relates to the terms and provisions of the Security Agreement (other than Article IV or
VI of the Security Agreement), or (iii) 30 days after 

  
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the earlier of any Borrower’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to
terms or provisions of any other Section of this Agreement or the other Loan Documents; 
 (f) any Borrower shall
fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; 

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity
or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this paragraph (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness; provided, further, that an Event of Default shall not result under this paragraph (g) solely as a result of any holder of the Convertible Notes converting its
Convertible Note of the Company before the scheduled maturity date thereof in connection with circumstances that do not constitute an event of default or a “fundamental change” under the Convertible Notes Agreements; 

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of any Borrower or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an
order or decree approving or ordering any of the foregoing shall be entered; 
 (i) any Borrower shall
(i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph (h) of this Article, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for such Borrower or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; 
 (j) any Borrower shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; 

(k) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered
against any Borrower and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of
any Borrower to enforce any such judgment or any Borrower shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect,
which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 

  
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 (l) an ERISA Event shall have occurred that, in the opinion of the Required
Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of $10,000,000 or more; 
 (m) a Change in Control shall occur; 
 (n) the breach of any of the
terms or provisions of any Loan Document (other than this Agreement and the Security Agreement), which default or breach continues beyond any period of grace therein provided; 

(o) the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to
assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further
liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; 
 (p) any
Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document
shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Borrower shall fail to comply with any of the terms or provisions of any
Collateral Document; 
 (q) any material provision of any Loan Document for any reason ceases to be valid,
binding and enforceable in accordance with its terms (or any Borrower shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of
the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or 
 (r) any Borrower is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any property of such Borrower having a fair market value in excess of
$20,000,000; 
 then, and in every such event (other than an event with respect to the Borrowers described in paragraph (h) or
(i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take either or both of the
following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, and (ii) declare the Loans and other Obligations then outstanding to be due
and payable in whole (or in part, in which case any Obligations not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans and other Obligations so declared to be due and
payable, together with accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers; and in case of any event with respect to the Borrowers described in paragraph (h) or (i) of this Article, the Revolving Commitments shall automatically terminate and the unpaid principal of the
Loans and other Obligations then outstanding, together with accrued and unpaid interest thereon and all fees and other Obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights
and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC. 

  
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 ARTICLE VIII  
 The Administrative Agent; Other Agents 
 SECTION 8.01. The
Administrative Agent. 
 Each of the Lender Parties hereby irrevocably appoints the Administrative Agent as its agent
hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the
terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. 
 The bank serving as
the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Borrowers or any of the Subsidiaries or other Affiliate thereof as if it were not the Administrative Agent hereunder. 

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by
the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02); and (c) except as expressly set forth in the Loan Documents, the Administrative
Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or
any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02) or 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 written
notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender Party, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document; (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document; (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan Document; (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth or in connection with any Loan Document; (v) the
legality, validity, enforceability, effectiveness, adequacy or genuineness of any Loan Document or any other agreement, instrument or document; (vi) the creation, perfection or priority of Liens on the Collateral or the existence of the
Collateral; or (vii) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any representation, notice,
request, certificate, consent, statement, instrument, document 

  
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or other writing or communication believed by it to be genuine and correct, and to have been authorized, signed or sent by the proper Person. The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as the Administrative Agent. 
 Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right to
appoint a successor with the consent of the Company (if such successor is not a Lender). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative Agent, which shall be a commercial bank or an Affiliate of any such commercial bank, which shall
be reasonably satisfactory to the Company. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of
the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article, Sections 2.17(d) and 9.03 shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. 

Each Lender Party acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender Party
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 Party also acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender Party 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. 
 Each Lender Party hereby
agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy
of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive
audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Borrowers and will rely significantly upon the Borrowers’ books and records,


  
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as well as on representations of the Borrowers’ personnel and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all
Reports confidential and strictly for its internal use, and it will not share the Report with any Borrower or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other
indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings,
damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. 

SECTION 8.02. Other Agents. The Joint Bookrunners, the Joint Lead Arrangers, the Documentation Agent and the Syndication Agent
shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. 
 ARTICLE IX 
 Miscellaneous 

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by
telephone or by other electronic communication (and subject to paragraph (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 facsimile, as follows: 
 (i) if to any Borrower, to the Borrower
Representative at: 
 Kaiser Aluminum Corporation 
 27422 Portola Parkway, Suite 200 
 Foothill Ranch, California 92610-2831

 Attention: Office of the Chief Financial Officer 
 Facsimile No.: (949) 614-1930 
 (ii) if to the Administrative
Agent, the Issuing Bank or the Swingline Lender, to JPMorgan Chase at: 
 JPMorgan Chase Bank, N.A. 

3 Park Plaza, Suite 900 
 Mail Code: CA2-4950 
 Irvine, CA 92614 

Attention: Portfolio Manager 
 Facsimile No.: (949) 471-9872 
 if to any other Lender, to it at its address
or facsimile number set forth in its Administrative Questionnaire. 
 All such notices and other communications (i) sent by
hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile shall be deemed to have been given when sent; provided 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. 

  
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 (b) Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications (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 pursuant to Article II, to compliance
notices or to no Event of Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower Representative (on behalf of the
Borrowers) 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. All such notices and other communications (i) 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 not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the
opening of business on the next Business Day for the recipient, and (ii) 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 (b)(i) of notification that such notice or communication is available and identifying the website address therefor. 
 (c) Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. 

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any Lender Party in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of the Lender Parties, hereunder and under any other Loan Document, are cumulative and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether any Lender Party may have had notice or knowledge of such Default at the time. 
 (b) Neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the
Required Lenders or, (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and each Borrower, with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Revolving Commitment of any Lender without the written consent of such Lender (provided that the Administrative Agent may make Protective Advances as set forth in Section 2.04);
(ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected
thereby; (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of the Revolving Commitment, without the written consent of each Lender directly affected thereby; (iv) change Section 2.18(b) or (d) in a manner that would
alter the manner in which payments are shared or change Section 2.11(b), in each case without the written consent of each Lender; (v) increase the advance rates set forth in the definition of “Borrowing Base” or add new
categories of eligible assets, without the written consent of each Revolving Lender, (vi) change any of the 

  
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provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or
modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vii) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted
herein or in the other Loan Documents), without the written consent of each Lender, (viii) except as provided in paragraphs (c) and (d) of this Section or in any Collateral Document, release all or substantially all of
the Collateral, without the written consent of each Lender, or (ix) amend the definitions “Dominion Trigger Event”, “Dominion Release Event”, “Dominion Trigger Period”, “Covenant Trigger Event”,
“Covenant Release Event” or “Covenant Trigger Period”, without the written consent of each Lender, and provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of any
Lender Party hereunder without the prior written consent of such Lender Party. The Administrative Agent may also amend the Revolving Commitment Schedule to reflect assignments entered into pursuant to Section 9.04. 

(c) The Lender Parties hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any
Liens granted to the Administrative Agent by the Borrowers on any Collateral (i) upon the termination of all the Revolving Commitments and indefeasible payment or satisfaction of all the Secured Obligations as provided in
Section 2.09(b), (ii) constituting property being sold, assigned, transferred or otherwise disposed of if the Borrower disposing of such property certifies to the Administrative Agent that such sale, assignment, transfer or
disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to a Borrower under a lease which has
expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders
pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders; provided that the Administrative
Agent may in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $2,000,000 during any calendar year without the prior written authorization of the Required Lenders. Any such release shall not in any manner
discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which
shall continue to constitute part of the Collateral. 
 (d) If, in connection with any proposed amendment, waiver or consent
requiring the consent of “each Lender” or “each Lender affected thereby”, the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but
not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement,
(i) another bank or other entity which is reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an
Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of paragraph (b) of
Section 9.04, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the
Borrowers hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (B) an amount, if any, equal to the payment which would have
been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. 

  
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 SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers shall pay
(i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication and
distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers
of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred in connection with any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the
Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred in connection with: 
 (i) subject to Section 5.11, appraisals and insurance reviews; 
 (ii) subject to Section 5.12, field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees
for each Person employed by the Administrative Agent with respect to each field examination (such field examination fees shall be equal, as of the Effective Date, to $125 per hour per examiner plus out of pocket expenses); 

(iii) taxes, fees and other charges for (A) lien searches and (B) filing financing statements and continuations,
and other actions to perfect, protect, and continue the Administrative Agent’s Liens; 
 (iv) sums paid or
incurred to take any action required of any Borrower under the Loan Documents that such Borrower fails to pay or take; and 
 (v) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the
Collateral. 
 All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as
described in Section 2.18(c). 
 (b) The Borrowers shall, jointly and severally, indemnify each Lender Party and
Related Party thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding
relating to any of the following, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated
thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a 

  
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Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by any Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of their Subsidiaries; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses 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. 
 (c) To the extent that the Borrowers fail to pay any amount
required to be paid by them to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank
or the Swingline Lender, as the case may be, such Lender’s 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, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. 

(d) To the extent permitted by Requirements of Law, no Borrower shall assert, and each hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby,
the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 
 (e) All amounts due under this Section
shall be payable promptly after written demand therefor. 
 SECTION 9.04. Successors and Assigns. (a) The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
(i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null and void)
and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section (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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit),
Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender
may 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 Revolving Commitment and the Loans at the time owing to it) with the prior written consent (such consent not
to be unreasonably withheld) of: 
 (A) the Borrower Representative, provided that no consent of the
Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, any Approved Fund, a successor-in-interest to a Lender pursuant to a consolidation, sale or merger or, if an Event of Default has occurred and is
continuing, any other assignee; 

  
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 (B) the Administrative Agent; and 

(C) the Issuing Bank. 
 (ii) Assignments shall be subject to the following additional conditions: 
 (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or a successor-in-interest to a Lender pursuant to a consolidation, sale or merger, or an assignment of the entire remaining
amount of the assigning Lender’s Revolving Commitment or Loans, the amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise consent; provided that no such consent of the Borrower
Representative shall be required if an Event of Default has occurred and is continuing; 
 (B) each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; 
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and 

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire
in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Borrowers and their Related Parties or their respective securities)
will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. 

For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning: 

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender. 
 (iii) Subject to acceptance and recording thereof pursuant to paragraph
(b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights
and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16,
2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of this Section. 

  
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 (iv) The Administrative Agent, acting for this purpose as an agent of the
Borrowers and the Lender Parties, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitment of, and
principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers and the Lender Parties may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender or Issuing Bank, as the case may be, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available
for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to
Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d), or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register
unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

 (c) (i) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank or the
Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving
Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrowers, the Agents, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b)
that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender;
provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Participant shall agree to be subject, on terms reasonably satisfactory to the Borrower Representative, to the confidentiality
provisions set forth in Section 9.12. 
 (ii) A Participant shall not be entitled to receive any
greater payment under Section 2.15 or 2.17 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


  
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made with the Borrower Representative’s prior written consent. A Participant that would be a Lender that is not a U.S. Person if it were a Lender shall not be entitled to the benefits of
Section 2.17 unless the Borrower Representative is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 2.17(f) as though it were a
Lender. 
 (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrowers in the Loan Documents and
in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of
the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Lender Party may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII
shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Commitments or the
termination of this Agreement or any provision hereof. 
 SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent 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 which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or PDF transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 

SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 SECTION 9.08. Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or 

  
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demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers against any of and all the
Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative
and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under
this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. NOTWITHSTANDING THE FOREGOING, AT ANY TIME THAT ANY OF THE OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA,
NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LENDER’S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT UNLESS IT IS TAKEN WITH THE
CONSENT OF THE LENDERS REQUIRED BY SECTION 9.02 OF THIS AGREEMENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL
CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE SECURED OBLIGATIONS HEREUNDER, AND ANY
ATTEMPTED EXERCISE BY ANY LENDER OR ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS PARAGRAPH SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS. 

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) The Loan Documents (other than those containing
a contrary express choice of law provision) shall be governed by and construed in accordance with the laws of the State of New York, but giving effect to federal laws applicable to national banks. 

(b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any
U.S. Federal or New York State court sitting in the Borough of Manhattan, New York in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of 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 any other Loan Document shall affect any
right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or its properties in the courts of any jurisdiction.

 (c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so,
any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

  
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 (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
 SECTION 9.12. Confidentiality. Each of the Lender Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and
its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (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, (c) to the extent required by Requirement of Laws or by any subpoena or similar legal process, (d) to any
other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions 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 (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (g) with the consent of the Borrower Representative or (h) to the extent
such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Lender Party on a non-confidential basis from a source other than the Borrowers. For the purposes of this
Section, “Information” means all information received from the Borrowers relating to the Borrowers or their business, operations, assets, liabilities, financial condition or position, results or operations, or prospects, other than
any such information that is available to any Lender Party on a non-confidential basis prior to disclosure by the Borrowers. 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 LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL
HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 

  
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 ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE OTHER BORROWERS AND THEIR RELATED
PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 
 SECTION 9.13. Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or
perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided
for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law. 

SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrowers, which
information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act. 
 SECTION 9.15. Disclosure. Each Borrower and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other
loans to or have other relationships with any of the Borrowers and their respective Affiliates. 
 SECTION 9.16. Appointment
for Perfection. Each Lender Party hereby appoints each other Lender Party as its agent for the purpose of perfecting Liens, for the benefit of the Lender Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable
law can be perfected only by possession. Should any Lender Party (other than the Administrative Agent) obtain possession of any such Collateral, such Lender Party shall notify the Administrative Agent thereof, and, promptly upon the Administrative
Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. 

SECTION 9.17. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate
applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum
Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and
the interest and Charges payable to such Lender in respect of other Loans 

  
 90 









 
or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender. 
 ARTICLE X 
 Loan Guaranty 
 SECTION 10.01. Guaranty. Each Loan Guarantor hereby
agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Secured Holders, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the
Secured Obligations and all costs and expenses including, without limitation, all court costs and reasonable attorneys’ and paralegals’ fees (including reasonable allocated costs of in-house counsel and paralegals) and expenses paid or
incurred by the Secured Holders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations
(such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without
notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or
Affiliate of any Secured Holder that extended any portion of the Guaranteed Obligations. 
 SECTION 10.02. Guaranty of
Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require any Lender Party to sue any Borrower, any other Loan Guarantor, any other guarantor, or any other Person obligated for
all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations. 

SECTION 10.03. No Discharge or Diminishment of Loan Guaranty. (a) The obligations of each Loan Guarantor hereunder are
unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment or satisfaction of the Guaranteed Obligations as provided in Section 2.09(b)),
including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure
or ownership of any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or
any resulting release or discharge of any obligation of any Obligated Party; (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, any Secured Holder or any other
Person, whether in connection herewith or in any unrelated transactions; or (v) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation. 

(b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination
whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed
Obligations or any part thereof. 
 (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired
or otherwise affected by: (i) the failure of any Secured Holder to assert any claim or demand or 

  
 91 









 
to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the
Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or
other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by any Secured Holder with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay,
willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise
operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment or satisfaction of the Guaranteed Obligations as provided in Section 2.09 (b)). 

SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense
based on or arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any Loan
Guarantor, other than the indefeasible payment or satisfaction of the Guaranteed Obligations as provided in Section 2.09(b). Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof,
presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any Obligated Party or any other Person. Each Loan
Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, following the occurrence of an Event of Default, foreclose on
any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed
Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any
way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid or satisfied as provided in Section 2.09(b). To the fullest extent permitted by
applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of
any Loan Guarantor against any Obligated Party or any security. 
 SECTION 10.05. Rights of Subrogation. No Loan
Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Guarantors have fully
performed all their obligations to the Secured Holders and the Guaranteed Obligations have been fully and indefeasibly paid or satisfied as provided in Section 2.09(b). 

SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations is
rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at
such time as though the payment had not been made and whether or not the Lender Parties are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy
or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Secured
Holders. 

  
 92 









 SECTION 10.07. Information. Each Loan Guarantor assumes all responsibility for being
and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan
Guarantor assumes and incurs under this Loan Guaranty, and agrees that no Secured Holder shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks. 

SECTION 10.08. Termination. The Lenders may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty
until five days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or
committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that Guaranteed Obligations. 

SECTION 10.09. Taxes. All payments of the Guaranteed Obligations will be made by each Loan Guarantor free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if any Loan Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender, Issuing Bank or other Secured Holder (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) such Loan Guarantor shall make such deductions and (iii) such Loan Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

 SECTION 10.10. Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or proceeding
involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be
held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of
such liability shall, without any further action by the Loan Guarantors or the Secured Holders, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount
determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”). This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Secured Holders to the
maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the
obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor
without impairing this Loan Guaranty or affecting the rights and remedies of the Secured Holders hereunder; provided that, nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its
Maximum Liability. 
 SECTION 10.11. Contribution. In the event any Loan Guarantor (a “Paying
Guarantor”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor
(each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Percentage” of such payment or payments made, or losses suffered, by such Paying
Guarantor. For purposes of this Article X, each Non-Paying Guarantor’s “Applicable Percentage” with respect to any such payment or loss by a Paying Guarantor shall be


  
 93 









 
determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to
any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers
after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to
receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from the Borrowers after the
date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Loan Guarantor’s Maximum
Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the
Guaranteed Obligations. This provision is for the benefit of both the Secured Holders and the Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof. 

SECTION 10.12. Liability Cumulative. The liability of each Borrower as a Loan Guarantor under this Article X is in addition
to and shall be cumulative with all liabilities of each Borrower to the Secured Holders under this Agreement and the other Loan Documents to which such Borrower is a party or in respect of any obligations or liabilities of the other Borrowers,
without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary. 
 ARTICLE XI 
 The Borrower Representative 

SECTION 11.01. Appointment; Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual
representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative
of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI.
Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the
appropriate Borrower, provided that, in the case of a Revolving Loan, such amount shall not exceed such Borrower’s Availability. None of the Lender Parties, nor any of their respective officers, directors, agents or employees, shall be liable
to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01. 

SECTION 11.02. Powers. The Borrower Representative shall have and may exercise such powers under the Loan Documents as are
specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the
Lender Parties to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative. 

  
 94 









 SECTION 11.03. Employment of Agents. The Borrower Representative may execute any of
its duties as the Borrower Representative hereunder and under any other Loan Document by or through authorized officers. 

SECTION 11.04. Notices. Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default
hereunder referring to this Agreement describing such Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice
thereof to the Administrative Agent and the other Lender Parties. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative. 

SECTION 11.05. Successor Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower
Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lender Parties. 

SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower
Representative, on behalf of the Borrowers, to execute and deliver to the Lender Parties the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan
Documents, including without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or
the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers. 

SECTION 11.07. Reporting. Each Borrower hereby agrees that such Borrower shall furnish promptly after each Fiscal Month to the
Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing Base
Certificates and the Compliance Certificates required pursuant to the provisions of this Agreement. 

  
 95 









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

					
	BORROWERS:	 	 
	
	KAISER ALUMINUM CORPORATION
		
	By:	 	 /s/ Daniel J. Rinkenberger

		 	Name:	 	Daniel J. Rinkenberger
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	KAISER ALUMINUM INVESTMENTS COMPANY
		
	By	 	 /s/ Daniel J. Rinkenberger

		 	Name:	 	Daniel J. Rinkenberger
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	 KAISER ALUMINUM FABRICATED
 PRODUCTS, LLC

		
	By	 	 /s/ Daniel J. Rinkenberger

		 	Name:	 	Daniel J. Rinkenberger
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	KAISER ALUMINIUM INTERNATIONAL, INC.
		
	By	 	 /s/ Daniel J. Rinkenberger

		 	Name:	 	Daniel J. Rinkenberger
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	KAISER ALUMINUM WASHINGTON, LLC
		
	By	 	 /s/ Daniel J. Rinkenberger

		 	Name:	 	Daniel J. Rinkenberger
		 	Title:	 	Senior Vice President and Chief Financial Officer
	
	KAISER ALUMINUM ALEXCO, LLC
		
	By	 	 /s/ Daniel J. Rinkenberger

		 	Name:	 	Daniel J. Rinkenberger
		 	Title:	 	Senior Vice President and Chief Financial Officer



  
 Credit
Agreement 
 Signature Page 








 
					
	JPMORGAN CHASE BANK, N.A., as
Administrative Agent, Issuing Bank, Swingline
Lender and Lender
		
	By	 	 /s/ Teresa B. Keckler

		 	Name:	 	Teresa B. Keckler
		 	Title:	 	Vice President



  
 Credit
Agreement 
 Signature Page 








 
			
	WELLS FARGO CAPITAL FINANCE, LLC, as Lender
		
	By	 	 /s/ Krista Wade

		 	Name: Krista Wade
		 	Title: Vice President



  
 Credit
Agreement 
 Signature Page 








 
			
	BANK OF AMERICA, N.A., as Lender
		
	By	 	 /s/ Robert M. Dalton

		 	Name: Robert M. Dalton
		 	Title: Vice President



  
 Credit
Agreement 
 Signature Page 








 
			
	 U.S. BANK NATIONAL ASSOCIATION, as Lender

		
	By	 	 /s/ Jeffrey D. Patton

		 	Name: Jeffrey D. Patton
		 	Title: Assistant Vice President



  
 Credit
Agreement 
 Signature Page 








 REVOLVING COMMITMENT SCHEDULE 

 

					
	 Lender
	  	Revolving
Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	$	100,000,000	  
	 Wells Fargo Capital Finance, LLC
	  	$	100,000,000	  
	 Bank of America, N.A.
	  	$	 65,000,000	  
	 U.S. Bank National Association
	  	$	 35,000,000	  
	 Total
	  	$	300,000,000	  


  
 101









 Schedule 1.01(a) 

Designated Asset Sales 
  

	1.	Sale of approximately 400 acres of vacant land in Spokane County, Washington located in an area bounded by US Highway 2 to the west, Farwell Road to the north, the
North/South Freeway to the east, and the Bonneville Power Authority east/west power line to the south. 

  

	2.	Sale of real and personal property located at 4111 S. 4th E. Avenue, Tulsa, OK 74194. 


 

	3.	Sale of all or a portion of the 49% interest in Anglesey Aluminium Limited owned by Kaiser Aluminum Investments Company. 








 Schedule 1.01(b) 

Designated Account Debtors 

AIRBUS GROUP (including, but not limited to the following) 
 AEROLIA SAS 
 AIRBUS OPERATIONS LTD 

AIRBUS OPERATIONS SAS 
 AIRBUS OPERATIONS GMBH 
 ELBE AIRBUS FLUGZEUGWERKE GMBH 

EADS CASA 
 EADS
SOGERMA SERVICES 
 EUROCOPTER DEUTSCHLAND GMBH 
 LATECOERE S.A. 
 PREMIUM AEROTEC GMBH 

PFW AEROSPACE AG 

SABCA 
 AM CASTLE GROUP
(including, but not limited to the following) 
 AM CASTLE MATERIALS (SHANGHAI) CO LTD 

CASTLE METALS DE MEXICO SA 
 TRANSTAR METALS FRANCE 
 AM CASTLE AEROSPACE FRANCE 

THYSSENKRUPP GROUP (including, but not limited to the following) 
 THYSSENKRUPP AEROSPACE AUSTRALIA PTY LTD 
 THYSSENKRUPP GMBH 

THYSSENKRUPP MATERIALS FRANCE 
 THYSSENKRUPP VDM GMBH 
 THYSSENKRUPP MATERIALS SHANGHAI 

THYSSENKRUPP AEROSPACE NETHERLANDS 
 TW METALS GROUP (including, but not limited to the following) 
 TW
METALS INDIA 
 TW METALS POLSKA SP ZOO 
 TW METALS S.A.R.L. 
 TW METALS FRANCE 

ALL METAL SERVICES GROUP (including, but not limited to the following) 

ALL METAL SERVICES FRANCE 
 ALL METAL SERVICES CHINA 
 ALL METAL SERVICES MALAYSIA 

CONTINENTAL AUTOMOTIVE GROUP (including, but not limited to the following) 

CONTINENTAL AUTOMOTIVE MEXICO 
 CONTINENTAL AUTOMOTIVE DO BRASIL LTDA. 
 CONTINENTAL TEVES AG & CO OHG

 CONTINENTAL TEVES CZECH REPUBLIC 







 SCHEDULE 1.01(b) (continued) 

RELIANCE GROUP 
 RELIANCE
FOREIGN ACCOUNTS INCLUDED ON RELIANCE LIST 
 OTHERS 
 AAM INTERNATIONAL SARL (AMERICAN AXLE MEXICO) 
 ACEROS FORTUNA SA DE CV 

BIKAR METTAL GMBH 

BTI METAL CENTER LTD 
 ALUM DEVELOPING INC 
 ALUMINIUM TECHNOLOGIE SCHMID 

ALUMINIUM PECHINEY 
 ATELIERS DE LA HAUTE-GARONNE 
 AUBERT & DUVAL 

CALM ALUMINUM 

DANA GLOBAL PRODUCTS INC 
 EATON INDUSTRIES GMBH 
 EMBRAER-EMPRESA BRASILEIRA DE AERONAUTICA SA 

FIGEAC-AERO 

FUTURE METALS INC 

FLAMMAEROTEC GMBH & CO KG 
 GARMCO PTE LTD 
 ISYFAST 

KOREA AEROSPACE INDUSTRIES LTD. 
 LUXFER GAS CYLINDERS 
 MARMON/KEYSTONE DE MEXICO 

MECANIQUE AERONAUTIQUE PYRENEENNE 
 METALKOR INDUSTRIES LTD 
 NEUMAN ALUMINUM AUSTRIA GMBH 

PACKER YADPAZ 

PECHINEY AVIATUBE 

RAUFOSS TECHNOLOGY AS 
 ROBERT BOSCH GMBH 
 ROBERT BOSCH AUSTRALIA 

ROTHE ERDE GMBH 

RUAG SWITZERLAND LTD 
 SAFRA SPA 
 SCOPE MTL TRADING & TECH SVCE 

SERVICE CENTRES AERO FRANCE 
 SETFORGE LA CLAYETTE 
 STARKE SINGAPORE PTE LTD 

TOYOTA TSUSHO AMERICA, INC. 
 WABCO EUROPE BVBA 







 Schedule 1.01(c) 

Significant Subsidiaries 
 Kaiser Aluminum Investments Company 
 Kaiser Aluminum Fabricated Products, LLC

 Kaiser Aluminium International, Inc. 
 Kaiser Aluminum Washington, LLC 
 Kaiser Aluminum Alexco, LLC 







 Schedule 1.01(d) 

Reliance Account Debtors 

AFFILIATED METALS INC 
 AMERICAN METALS
CORPORATION 
 AMI METALS EUROPE 
 AMI
METALS INC 
 BRALCO METALS 
 BRALCO
METALS PACIFIC NW DIV 
 BRALCO METALS SOUTHWEST 
 CHATHAM STEEL CORP 
 CLAYTON METALS INC 
 EARLE M JORGENSEN COMPANY 
 EARLE M JORGENSEN (CANADA) INC 

EVEREST METALS CO LTD (CHINA) 
 HAGERTY STEEL
ALUMINUM 
 LIEBOVICH BROS INC 
 LUSK
METALS 
 METALCENTER INC 
 METALWEB

 OLYMPIC METALS INC 
 PACIFIC METAL
COMPANY 
 PHOENIX METALS COMPANY 

RELIANCE METAL CENTER 
 RELIANCE STEEL &
ALUMINUM CO 
 SISKIN STEEL & SUPPLY CO 
 STEEL BAR CORP 
 TUBE SERVICE COMPANY 
 VIKING MATERIALS 
 YARDE METALS INC. 







 Schedule 1.01(e) 

Existing Loans 
 None








 Schedule 2.06(k) 

Existing Letters of Credit 

The Letters of Credit outstanding on the Effective Date are listed below: 

 

					
	 JP Morgan Chase Letter of Credit No. L5LS-624174 In favor of Louisiana Dept. of Labor
	  	$	450,000.00	  
	JP Morgan Chase Letter of Credit No. L5LS-640616 In favor of Ohio Bureau of Workers’ Compensation	  	$	417,000.00	  
	JP Morgan Chase Letter of Credit No. L5LS-641916 In favor of Oklahoma Workers’ Compensation	  	$	300,000.00	  
	JP Morgan Chase Letter of Credit No. L5LS-640525 In favor of State of California	  	$	220,000.00	  
	JP Morgan Chase Letter of Credit No. L5LS-624999 In favor of Old Republic Insurance Co.	  	$	5,420,668.00	  
	JP Morgan Chase Letter of Credit No. L5LS-650644 In favor of Arch Insurance Company	  	$	1,574,000.00	  
	JP Morgan Chase Letter of Credit No. L5LS-650625 In favor of Avalon Risk Management	  	$	50,000.00	  
	JP Morgan Chase Letter of Credit No. L5LS-484134 In favor of Southwest Gas	  	$	83,459.00	  
		  	  
	  
	 
	 Total
	  	$	8,515,127.00	  








 Schedule 3.05 (a) 

Real Property 

Owned Real Property: 
  

			
	 Owner
	  	 Property Location

	KAW	  	 Trentwood
 15000 E. Euclid
Ave.
 Spokane Valley, WA 99216 (Spokane County)

		
	KAIC	  	 Mead Parcel 6 and 5
 Mead,
WA 99021 (Spokane County)

		
	KAFP	  	 Tennalum
 309 Industrial
Drive
 Jackson, TN 38301 (Madison County)

		
	KAFP	  	 Newark
 600 Kaiser
Drive
 Heath, Ohio 43056 (Licking County)

		
	KAFP	  	 Sherman
 4300 Highway 75
South
 Sherman, TX 75090 (Grayson County)

		
	KAFP	  	 Tulsa
 4111 S. 74th E. Avenue
 Tulsa, OK 74194 (Tulsa County)

		
	KAFP	  	 Bellwood
 1901 Reymet
Road
 Richmond, VA 23237 (Chesterfield County)

		
	KAFP	  	 Los Angeles
 6250 Bandini
Blvd.
 Commerce CA 90040-3168

		
	KAFP	  	 Florence
 1547 Helton
Drive
 Florence, AL 35630









 Leased Real Property: 

 

			
	 Tenant
	  	 Property Location

	KAW	  	 3401 N. Tschirley Road

Spokane Valley, WA 99216

		
	KAFP	  	 6573 W. Willis Road

Chandler, AZ 85226

		
	KAFP	  	 5205 Kaiser Drive

Kalamazoo, Michigan 49048

		
	KAW	  	 2425 Stevens Drive

Richland, WA 99352

		
	KAFP	  	 2301 North Route 30

Plainfield, IL 60544-8500

		
	KAFP	  	 27422 Portola Parkway

Foothill Ranch, CA 92610

		
	KAFP	  	 31000 Telegraph Road, Suite 220
 Bingham Farms, MI 48025

		
	KAFP	  	 400 International Parkway

Richardson, TX 750812

		
	KAA	  	 6250 W. Allison Road

Chandler, AZ 85226









 Schedule 3.05(b) 

Intellectual Property 
 Patents 
  

									
	 Grantor
	 	 Title of Patent
	  	 Jurisdiction
	  	Date of
Issuance/
Filing	  	Patent/ App
Number
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Automotive space frame joining system	  	USA	  	2/10/1998	  	5715643
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Method of producing aluminum alloys having superplastic properties	  	USA	  	06/30/1998	  	5772804
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Lead-free 6000 series aluminum alloy	  	USA	  	07/07/1998	  	5776269
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Aluminum-copper alloy	  	USA	  	09/08/1998	  	5803994
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Lead-free 6000 series aluminum alloy	  	USA	  	09/22/1998	  	5810952
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Liquid edge bead removal device	  	USA	  	03/21/1995	  	5398372
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Aluminum alloy having improved damage tolerant characteristics	  	USA	  	03/30/1999	  	5888320
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Improved damage tolerant aluminum 6XXX alloy	  	Germany	  	7/22/2004	  	69628922.9
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Improved damage tolerant aluminum 6XXX alloy	  	France	  	7/2/2003	  	0826072
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Improved damage tolerant aluminum 6XXX alloy	  	Great
Britain	  	7/2/2003	  	0826072
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Improved damage tolerant aluminum 6XXX alloy	  	Netherlands	  	7/2/2003	  	0826072
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Improved damage tolerant aluminum 6XXX alloy	  	Canada	  	7/22/2008	  	2218024
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Aluminum-copper-magnesium-manganese alloy useful for aircraft applications	  	USA	  	04/27/1999	  	5897720
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Method of manufacturing aluminum aircraft sheet	  	USA	  	08/17/1999	  	5938867
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Aluminum-magnesium-scandium alloys with zinc and copper	  	USA	  	10/31/2000	  	6139653









									
	 Grantor
	 	 Title of Patent
	  	 Jurisdiction
	  	Date of
Issuance/
Filing	  	Patent/ App
Number
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Aluminum-magnesium-scandium alloys with zinc and copper	  	Germany	  	06/09/2004	  	60007882.5
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Aluminum-magnesium-scandium alloys with zinc and copper	  	Great
Britain	  	01/21/2004	  	1212473
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Aluminum-magnesium-scandium alloys with zinc and copper	  	France	  	01/21/2004	  	1212473
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Aluminum-magnesium-scandium alloys with zinc and copper	  	Canada	  	03/01/2005	  	2381332
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	Aluminum alloy useful for driveshaft assemblies and method of manufacturing extruded tube of such alloy	  	USA	  	06/19/2001	  	6248189
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	High strength aluminum alloys and process for making the same	  	China	  	03/22/2006	  	App No.
20068017318
					
	 Kaiser Aluminum

Fabricated Products,

LLC
	 	High strength aluminum alloys and process for making the same	  	Europe	  	03/22/2006	  	App. No.
06849740








 Trademarks 

 

									
	 Grantor
	  	 Trademark
	  	 Jurisdiction
	  	 Date
of
Registration/
Filing
	  	
Registration/
Serial Number

	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Precision Rod	  	USA	  	08/08/2006	  	3,127,295
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Kaiser Select	  	USA	  	05/17/2005	  	2,952,651
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	T-Form	  	USA	  	04/20/2004	  	2834165
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Tennalum and Design	  	USA	  	1/20/1998	  	2130244
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Tennalum Preferred Employer Preferred Investment Preferred Supplier and Design	  	USA	  	1/27/1998	  	2132196
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Tennalum	  	USA	  	01/07/1997	  	2028807
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Kaiser T-Form	  	USA	  	12/9/1997	  	2120283
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Precision Plate	  	USA	  	10/24/1989	  	1561785
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Kaiser	  	USA	  	5/3/1977	  	1064817
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	KAISER HOLOBAR	  	USA	  	11/28/2006	  	3178357
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Hi-Form	  	United Kingdom	  	4/30/1999	  	2052347
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Kaiser	  	United Kingdom	  		  	854971
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Precision K+	  	Canada	  	8/24/1998	  	TMA499090
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Hi-Form	  	Canada	  	1/22/1997	  	TMA469374
					
	 Kaiser Aluminum Fabricated Products,
 LLC
	  	Precision Plate	  	Canada	  	2/5/1997	  	TMA470525









									
	 Grantor
	  	 Trademark
	  	 Jurisdiction
	  	 Date of

Registration/

Filing
	  	 Registration/

Serial Number

	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Canada	  	3/18/1966	  	TMA144408
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Canada	  	3/18/1966	  	TMA144407
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Europe	  	 7/27/2004
 (filing
date)
	  	3953651
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Spain	  	1/31/1964	  	431540M
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Hi-Form	  	France	  		  	96606761
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Hi-Form	  	Benelux	  		  	588424
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Benelux	  		  	98542
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Austria	  	12/13/1995	  	161489
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Hi-Form	  	Japan	  	8/29/1997	  	4049234
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Japan	  	2/17/1965	  	0667912
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Germany	  	10/11/1996	  	39534136
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Hi-Form	  	Germany	  	4/9/1996	  	39603085
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Germany	  	8/8/1969	  	860036
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Chile	  	10/1/1996	  	468710
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Dominican Republic	  	9/23/2000	  	7476
					
	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	European Community	  	7/27/2004	  	3935651









									
	 Grantor
	  	 Trademark
	  	 Jurisdiction
	  	 Date of

Registration/

Filing
	  	 Registration/

Serial
Number

	 Kaiser Aluminum
 Fabricated
Products,
 LLC
	  	Kaiser	  	Mexico	  	10/4/1995	  	608668
					
	Kaiser Aluminum Fabricated Products, LLC	  	Kaiser	  	South Korea	  	6/10/1997	  	364530
					
	Kaiser Aluminum Fabricated Products, LLC	  	Kaiser	  	Ukraine	  	11/12/1999	  	13997
					
	Kaiser Aluminum Fabricated Products, LLC	  	Kaiser	  	Venezuela	  	9/20/1995	  	P-205681
					
	Kaiser Aluminum Fabricated Products, LLC	  	Kaiser	  	Germany	  	1/5/1955	  	669236
					
	Kaiser Aluminum Fabricated Products, LLC	  	Hi-Form	  	Italy	  	5/14/1998	  	747152








 Schedule 3.06 
 Disclosed Matters 
  

	(a)	None. 

  

	(b)	None, except (i) as disclosed in the Company’s annual and quarterly reports filed with the United States Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the “34 Act”), or otherwise included in the accruals and cost estimates disclosed in the Company’s 34 Act reports, and (ii) a Notice of Penalty received from the Spokane Regional Clean Air Agency
in June 2011 and being appealed by the Company arising from a Notice of Violation received in May 2011 seeking to impose a $21,900 penalty. 








 Schedule 3.12 
 Material Agreements 
 None. 







 Schedule 3.14 
 Insurance 
  

											
	 INSURANCE
COVERAGE
	  	 POLICY NUMBER
	  	 POLICY

PERIOD
	  	 UNDERWRIT

ERS
	  	 LIMITS
	  	 DEDUCTIBLE/SIR

(Self Insured

Retention)

	Marine Cargo	  	N04994097	  	 4/1/11 -
 4/1/12
	  	ACE/ INA	  	$10MM per any one conveyance (land, sea, air); $2M On-deck any one vessel subj to on-deck bill of lading; $1.5M On-deck any one barge; $20K per any one package by
mail or parcel post; $200k Any one exhibition/ trade fair	  	 $100K per each
 occurrence

						
	Aviation Products Liability	  	  
 SIHL1-1650

UA00004919AV11A PL007740944-02 A1PR000267911AM NQP4012140
	  	5/1/11-5/1/12	  	 USAIG
 XL Specialty Chartis/Nat’l Union Fire Allianz Aviation Mgrs W.Brown/Cat
 lin
Ins.Co. (20% share each)
	  	$500MM Products Liability Aggregate (A); $125MM Grounding Liability Aggregate (B); $500MM Combined Single Limit both coverages (A&B) Aggregate; $25MM Non-owned
Aircraft Liability each Occurrence (maximum of 40 passenger seats)	  	None
						
	 Property
 Coverage (Canadian location included, but policy #’s
 differ)
	  	 PPR925876204
 58427300
 PGLN05102455

MJ2L9L454304011

AJC87039C11
	  	 3/31/11 -
 3/31/12
	  	 Zurich (35% share)
 Chartis (28%
 share)

ACE (25% share)

Liberty Mutual (6% share)
 Validus
 /Lloyds (6% share)
	  	 $350MM ea. Occ Combined
 Property Damage / Business
 Interrruption and in the annual aggregate separately for
flood and earthquake subject to earthquake
 (except California) $100MM

sublimit and $20MM ea.
 Occ./Annual Aggregate CA EQ and $100MM flood annual agg sublimit. Additional sublimits are described
 in the policy
	  	 $2.5 MM per Occ.,
 except 5% of total
 values for CA EQ

with min $2.5MM;

$25k Foothill Ranch

w/$250k EQ;

Windstorm 2% TIV

subject to $2.5MM

min; Service

Interruption (off

premises power) 48

hrs.

						
	General Liability	  	0306-1481	  	12/1/10-12/1/11	  	Allied World (AWAC)	  	 $1MM each
 Occurrence; $2MM
 General Aggregate
	  	$500K SIR
		  		  		  		  	 $2MM Products/Completed
 Operations aggregate limit
	  	 Defense costs do
 erode the SIR

		  		  		  		  	 $1MM Personal Injury/Advertising
 Injury
	  	
		  		  		  		  	 $1MM/$2MM Employee Benefits
 Liability [each Occ/Agg]
	  	
		  		  		  		  	 Defense costs DO NOT erode the
 limits described above
	  	
						
	Auto Liability	  	71CAB4966401	  	12/1/10-12/1/11	  	Arch Insurance	  	 $1MM ea. Occurrence Combined
 Single Limit
	  	Guaranteed cost
		  		  		  		  	 $1MM Uninsured/
 Underinsured -
 $5K Med Payments
	  	
		  		  		  		  	 $1MM Hired or Borrowed; $1MM
 Non-owned auto
	  	









											
	Workers’ Comp/	  	 71WCI-496-6201
	  	12/1/10-12/1/11	  	Arch Insurance	  	Statutory WC Benefits	  	$500K Deductible
	Employers Liability (EL)	  		  		  		  	EL: $1MM Bodily Injury each Accident	  	
		  		  		  		  	EL: $1MM Bodily Injury by Disease - Each Employee	  	
		  		  		  		  	Excludes: States of Ohio and Washington	  	
						
	Excess Workers’ Comp/Employers Liability (EL)	  	71WCX-496-6301	  	12/1/10-12/1/11	  	Arch Insurance	  	WC - Statutory / EL - $1MM
Covered States: Ohio & Washington	  	$500K SIR
						
	Excess Liability	  	3061517	  	12/1/10-12/1/11	  	Allied World (AWAC)	  	$25MM per Occurrence/Aggregate	  	lead excess policy attaches to
		  	EXC 2098579	  	12/1/10-12/1/11	  	Great American	  	$25MM occ/agg xs $25MM	  	the underlying primary policies
		  	25860329	  	12/1/10-12/1/11	  	Chartis (50% share of Layer)	  	 $50MM occ/agg xs
 $50MM (includes punitive damages)
	  	at their limits of liability
		  	NAMCA1000106	  	12/1/10-12/1/11	  	XL Europe (50% share of Layer)	  		  	
						
	Punitive Damages	  	C010883/003	  	12/1/10-12/1/11	  	AWAC Bermuda	  	  
 $25MM

 
	  	excess layers above the lead have no SIR
						
		  	MCPD202602	  	12/1/10-12/1/11	  	Magna Carta	  	$25 MM occ/agg xs $25MM	  	
						
	Foreign Difference In Conditions (DIC) pkg	  	PHFD37064798	  	12/1/10-12/1/11	  	ACE	  	Gap Coverage (GL, Auto, WC) for foreign premises
GL: $1M each Occurrence / $2M General Aggregate
Auto: $1M Combined Single Limit FVWC: Employers Liability
$1M/$1M/$1M	  	None
						
	Directors & Officers	  	01-346-36-19	  	12/1/10-12/1/11	  	National Union (Chartis)	  	$10 MM	  	$0 Non-Indemnifiable
	Liability (Primary)	  		  		  		  		  	$250K Indemnifiable
		  		  		  		  		  	$500K securities claims
	Excess Directors &	  	EC0-9400-960	  	12/1/10-12/1/11	  	St Paul Travelers	  	$10 MM xs $10 MM	  	follow form over
	Officers Liability	  	00-DA-0233825-10	  	12/1/10-12/1/11	  	Hartford	  	$10 MM xs $20 MM	  	primary
	Excess Side A D&O	  	  
 8208-6838
	  	12/1/10-12/1/11	  	  
 Chubb
	  	  
  
 $10MM xs $30 MM
	  	
						
	Corporate Fiduciary	  	8221-4392	  	12/1/10-12/1/11	  	Chubb	  	$10 MM	  	$25K
	Liability	  	EC0-9400-957	  	12/1/10-12/1/11	  	St Paul Travelers	  	$5 MM xs 10 MM	  	N/A









											
	Executive Risk	  		  	6/1/11-12/1/13	  	National Union (Chartis)	  	$20 MM	  	NIL
	(K&R)	  		  		  		  		  	
	Commercial Crime	  	FID 596445901	  	1/31/11-12/1/13	  	Zurich	  	$10 MM	  	$100K per Occurence
		  		  	can cancel at 12/1 each year	  		  	(per loss)	  	
						
	LONG-TERM AND RUN-OFF POLICIES	  		  		  		  		  	
						
	Pollution Liability	  	PLS1363664	  	9/30/04-9/30/14	  	American Int’l Specialty Ins.	  	$20MM ea. Loss/$20MM Gramercy, Louisiana (Named Insured: Gramercy	  	$100K each loss
		  		  		  		  	Alumina LLC)	  	
						
	Clean-Up Cost	  	EPP1956642	  	10/7/04-10/7/34	  	American Int’l Specialty Ins.	  	$18MM Limit for Clean-up Costs of Pollutants identified in Remedial Plan	  	
	Cap. Ins	  		  		  		  	Mead Location (Named Insured: Mead SPL Site	  	
						
		  		  		  		  	Custorial Trust under Custorial Trust Agreement dated October 7, 2004)	  	
						
	Directors & Officers	  	00DA 0210738-04	  	7/6/06-7/6/12	  	Chartis (AIG)	  	$10 MM	  	$5 MM Cov. Form B
	Liability RUN-OFF	  		  		  		  		  	Company Reimbursement
						
	Corporate Fiduciary	  		  	12/1/03-7/6/12	  	Chartis (AIG)	  	$10 MM	  	$100K indemnifiable
	Liability RUN-OFF	  		  		  		  		  	0 non-indemnifiable








 Schedule 3.15 
 Capitalization and Subsidiaries 
 (a) 

 

			
	 Name
	 	 The Borrower’s Ownership in the

            Significant
Subsidiary            

	 Kaiser Aluminum Investments Company (“KAIC”)
	 	100% directly owned by Kaiser Aluminum Corporation (the “Company”)
		
	 Kaiser Aluminum Fabricated Products, LLC (“KAFP”)
	 	100% directly owned by KAIC and 100% indirectly owned by the Company
		
	 Kaiser Aluminium International, Inc.
	 	100% directly owned by KAIC and 100% indirectly owned by the Company
		
	 Kaiser Aluminum Washington, LLC
	 	100% directly owned by KAFP and 100% indirectly owned by the Company
		
	 Kaiser Aluminum Alexco, LLC
	 	100% directly owned by KAFP and 100% indirectly owned by the Company
	
	  
 (b)

 
 - Equity Interests of KAIC

 

	 Class of Stock
	 	 Shareholder Name and Ownership Interest

	 Common
	 	100% directly owned by the Company
	  
 - Equity Interests of Kaiser Aluminum Fabricated
Products, LLC
  

	 Class of Stock
	 	 Member Name and Ownership Interest

	 N/A
	 	100% directly owned by KAIC and 100% indirectly owned by the Company








 - Equity Interests of Kaiser Aluminium International, Inc. 

 

			
	 Class of Stock
	  	 Shareholder Name and Ownership Interest

	Common	  	100% directly owned by KAIC and 100% indirectly owned by the Company
	  
 - Equity Interests of Kaiser Aluminum Washington,
LLC
  

	 Class of Stock
	  	 Member Name and Ownership Interest

	 N/A
	  	100% directly owned by KAFP and 100% indirectly owned by the Company
	  
 - Equity Interests of Kaiser Aluminum Alexco,
LLC
  

	 Class of Stock
	  	 Member Name and Ownership Interest

	 N/A
	  	100% directly owned by KAFP and 100% indirectly owned by the Company








 (c) 
  

			
	 Name
	  	 Type of Entity

	 Kaiser Aluminum Corporation
	  	Corporation
		
	 Kaiser Aluminum Investments Company
	  	Corporation
		
	 Kaiser Aluminum Fabricated Products, LLC
	  	Limited Liability Company
		
	 Kaiser Aluminium International, Inc.
	  	Corporation
		
	 Kaiser Aluminum Washington, LLC
	  	Limited Liability Company
		
	 Kaiser Aluminum Alexco, LLC
	  	Limited Liability Company








 Schedule 6.01(b) 

Existing Indebtedness 
  

	1.	Amounts outstanding from time to time (approximately $2.6 million at August 31, 2011) owing from KAIC to Trochus. 


 

	2.	Amounts outstanding from time to time (approximately $0.7 million at August 31, 2011) owing from KAFP to KACL. 


 

	3.	Cash convertible senior notes in the aggregate principal amount of $175.0 million issued pursuant to an Indenture by and between the Company and Wells Fargo Bank,
National Association, as trustee, in March 2010. The notes bear a stated interest rate of 4.50% per annum which is payable semi-annually in arrears on April 1 and October 1 of each year. The notes will mature on April 1, 2015,
subject to earlier repurchase or conversion. 








 Schedule 6.01(e) 

Existing Purchase Money Debt and Capital Lease Obligations 

 

	1.	Promissory note in the amount of $7.0 million in connection with the purchase of real property of the Los Angeles, California facility. Principal payments are due on
February 1, 2012 and February 1, 2013 in the amount of $3.5 million each year. The Note is secured by the deed of trust of the property. The interest rate applicable to borrowings under the Note was 4.8% at August 31, 2011.


  

	2.	Capital lease for end-loader equipment at the Los Angeles, California facility with a liability at August 31, 2011 in the amount of $37,887. The lease expires in
February 2014. 

  

	3.	Promissory note in the original amount of $6.7 million in connection with Kaiser’s purchase of the assets of the Florence, Alabama facility. The note is secured by
certain real property and equipment at the Florence, Alabama facility that Kaiser acquired from Nichols Wire. Interest accrues at a rate of 7.5% per annum and is paid quarterly. Principal is paid in equal installments, and outstanding principal
at June 30, 2011 was $5.4 million. 








 Schedule 6.02 
 Existing Liens 
 None. 







 Schedule 6.04 
 Existing Investments 
  

					
	 Entity
	  	 Holder
	  	 Interest

	 1. Anglesey Aluminium

Limited
	  	Kaiser Aluminum Investments Company	  	Holds a 49% interest in Anglesey Aluminium Limited

 2. Investments related to Kaiser Aluminum Fabricated Products Restoration Plan held at Fidelity Investments as trustee
for the plan. 
 3. Cash deposits placed with the State of Washington or with financial institution(s) on behalf of the State of Washington to
fund, or provide financial assurance of the ability of Kaiser Aluminum Fabricated Products, LLC and Kaiser Aluminum Washington, LLC to fund, workers compensation claims. 







 Schedule 6.10 
 Existing Restrictions 
 None.