EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 

Citibank, N.A. 

 

 AGREEMENT FOR LETTER OF CREDIT dated as of May 9, 2016 (as amended, amended and restated,
supplemented or otherwise modified from time to time, this “Agreement”) 
 Unless otherwise defined in this Agreement, capitalized
terms used in this Agreement shall have the meanings set forth in Section 26. 
 Citibank, N.A. (“Citibank”) agrees, at the
request and for the account of the undersigned (the “Applicant”) and for the benefit of the Applicant or any Subsidiary, from time to time to issue, increase the available amount and extend the expiration date of one or more
irrevocable letters of credit, each in a form reasonably satisfactory to the Applicant and Citibank (each a “Credit”, and collectively, the “Credits”), up to an aggregate maximum amount not to exceed
the amount of the Security Letter of Credit, substantially in accordance with the terms and conditions hereof; provided, however, that any other letter of credit issued by Citibank in a form reasonably acceptable to Citibank and
denominated in U.S. dollars, and identified in reasonable detail from time to time in a written notice by the Applicant to Citibank, shall, upon Citibank’s written notice of confirmation to such effect, be deemed to have been issued hereunder
and shall constitute and be treated in all respects as “Credits.” In consideration of Citibank’s issuing, increasing or extending, from time to time, one or more Credits substantially in accordance with the terms and conditions
provided by the Applicant, Applicant unconditionally agrees with Citibank as follows: 
 1. Conditions to any LC Event. The obligation of Citibank to
issue a Credit or increase the available amount of a Credit or extend the expiration date of a Credit hereunder, on any Business Day, is subject to (a) the delivery to Citibank of the Security Letter of Credit having an available amount not
less than the sum of (i) the aggregate amount of the Credits outstanding on such date, plus (ii) the aggregate amount of Drafts, if any, not reimbursed by or on behalf of Applicant on such date, plus (iii) the amount of the Credit
that Applicant has requested Citibank to issue on such date (the sum of




 
clauses (i), (ii) and (iii) being the “Exposure Amount”); (b) either (i) if such Credit is not an Evergreen Credit, such Credit’s having an
expiration date that is no later than one year after the date of issuance of such Credit and in any event no later than five (5) Business Days prior to the expiration date of the Security Letter of Credit or (ii) if such Credit is an
Evergreen Credit, such Credit’s providing an opportunity for Citibank to send a notice of non-extension and thereby cause the Credit to expire no later than one year after the date of issuance of such Credit (and each anniversary thereof, if
applicable), and, in any event, no later than five (5) Business Days prior to the expiration date of the Security Letter of Credit, unless in the case of either clause (i) or clause (ii) above, the Applicant, Citibank and Citicorp
USA, Inc. shall have entered into documentation pursuant to which such Credit shall, on and as of such date, constitute and be treated as a letter of credit issued under such documentation; provided that in the event that the Applicant
Citibank and Citicorp USA, Inc. shall not have entered into such documentation, the Applicant shall, no later than five (5) Business Days prior to the expiration date of the Security Letter of Credit, deposit into an account designated by
Citibank at Citibank (which account in all cases shall be under the sole and exclusive dominion and control of Citibank), free and clear of any Liens other than those granted under this Agreement and Liens arising by operation of law, an amount in
cash equal to 103% of the amount available of such Credit then outstanding having an expiration date that is later than five (5) Business Days prior to the expiration of the Security Letter of Credit and the provisions of Sections 16(a) through
(d) shall apply to such Cash Collateral; (c) Citibank having received prior written notice at its office specified below before 2:00 p.m. New York time on the Business Day of such requested LC Event; and (d) such Credit being
denominated in U.S. dollars and in substantially the form attached hereto as Annex I or otherwise in a form reasonably acceptable to Citibank. 
 2.
Reimbursement. The amount of each draft or other request for payment (each, a “Draft”) drawn under each Credit, whether such Draft is presented to Citibank before, on


 


  
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or, if in accordance with applicable law or letter of credit customs and practice, after the expiry date stated in the Credit shall be reimbursed to Citibank solely as provided in
Section 16(c), Section 16(e) and Section 16(g) hereof. 
 3. Amendment Fees, Etc. Applicant will pay Citibank within ten Business Days
of demand therefor, all customary expenses, charges and other amounts which Citibank actually pays or actually incurs in connection with the Credits, it being agreed that Applicant is not obligated to pay to Citibank any commitment commission,
facility fee or letter of credit fee in respect of the Credits. 
 4. Payments; Interest on Past Due Amounts; Computations. All amounts due from
Applicant shall be paid to Citibank at 399 Park Avenue, New York, New York 10043 (or such other address notified to Applicant in writing), without defense, set-off, cross-claim, or counterclaim of any kind, in U.S. dollars and in same day funds. For
the avoidance of doubt, if any such amount due from Applicant is denominated in a currency other than U.S. dollars, Applicant will pay the equivalent of such amount in U.S. dollars computed at Citibank’s selling rate for cable transfers to the
place where and in the currency in which such amount is payable, or such other currency, place, form and manner acceptable to Citibank and the Applicant. Any amount not paid when due shall bear interest until paid in full at a daily fluctuating
interest rate per annum equal to two percent per annum above the rate of interest announced publicly from time to time by Citibank in New York as Citibank’s Base Rate. Applicant authorizes Citibank, upon prior written notice, to charge any
account of Applicant for any amount when due. Unless otherwise agreed in writing as to any Credit, all computations of commissions, fees and interest shall be based on a 360-day year and actual days elapsed. 

5. Additional 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, Citibank; or 


 (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in
clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; 
 and the result of any of the foregoing shall be to increase the cost to Citibank in an amount that Citibank deems to be material of issuing or
maintaining a Credit or reduce the amount of any sum received or receivable by Citibank hereunder (whether of principal, interest or any other amount), then, upon request of Citibank, the Applicant will pay to Citibank such additional amount or
amounts as will compensate Citibank for such additional costs incurred or reduction suffered. 
 (b) If Citibank determines that any Change in Law regarding
capital requirements, has or would have the effect of reducing the rate of return on Citibank’s capital or on the capital of Citibank’s holding company, if any, as a consequence of this Agreement, the loans made by Citibank, or any Credit
issued by Citibank, to a level below that which Citibank or Citibank’s holding company could have achieved but for such Change in Law (taking into consideration Citibank’s policies and the policies of Citibank’s holding company with
respect to capital adequacy), then from time to time the Applicant will pay to Citibank such additional amount or amounts as will compensate Citibank or Citibank’s holding company for any such reduction suffered. 

(c) A certificate of Citibank setting forth the amount or amounts necessary to compensate Citibank or the holding company of Citibank, as specified in
subsections (a) or (b) of this Section 5 and explaining in reasonable detail the method by which such amount or amounts shall have been determined, shall be delivered to the Applicant, shall be conclusive absent manifest error. The
Applicant shall pay to Citibank the amount shown as due on any such certificate within ten (10) days after receipt thereof. 
 (d) Failure or delay on
the part of Citibank to demand compensation pursuant to this Section shall not constitute a waiver of Citibank’s right to demand such


 


  
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compensation; provided that the Applicant shall not be required to compensate Citibank pursuant to this Section for any increased costs incurred or reductions suffered unless Citibank
gives notice to the Applicant to compensate Citibank pursuant to this Section within one hundred and eighty (180) days after the date that Citibank knows an event has occurred pursuant to which Citibank will seek such compensation. 

(e) Notwithstanding the foregoing provisions of this Section, Citibank shall not be entitled to compensation pursuant to this Section if it is not at the time
the general policy or practice of Citibank to demand compensation in similar circumstances in similar credit agreements. 
 6. Taxes.
(a) (i) Any and all payments by or on account of any obligation of the Applicant under this Agreement shall be made without deduction or withholding for any Taxes, except as required by applicable laws. If any applicable laws (as
determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then such Withholding Agent shall be entitled to make such deduction or
withholding, upon the basis of the information and documentation to be delivered pursuant to paragraph (e) below. 
 (ii) Without limiting
Section 6(a)(i), if the Applicant shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Applicant shall withhold or make
such deductions as are determined in good faith by the Applicant to be required based upon the information and documentation it has received pursuant to paragraph (e) below, (B) the Applicant shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with the Code and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Applicant shall be increased as necessary so
that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 6) the applicable Recipient receives an amount equal to the sum it would have




 
received had no such withholding or deduction been made. 
 (iii) If any Withholding Agent shall be
required by any applicable laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent, as required by such laws, shall withhold or make such deductions as are determined by it to be required based
upon the information and documentation it has received pursuant to paragraph (e) below, (B) such Withholding Agent, to the extent required by such laws, shall timely pay the full amount withheld or deducted to the relevant Governmental
Authority in accordance with such laws and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Applicant shall be increased as necessary so that after any required withholding or
the making of all required deductions (including deductions applicable to additional sums payable under this Section 6) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction
been made. 
 (b) Without limiting the provisions of paragraph (a) above, the Applicant shall timely pay to the relevant Governmental Authority in
accordance with applicable laws, or at the option of Citibank timely reimburse it for the payment of, any Other Taxes. 
 (c) The Applicant shall indemnify
each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section 6) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
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 Applicant by Citibank shall be conclusive absent manifest error. 

(d) As soon as practicable after any payment of Taxes by the Applicant to a Governmental Authority as provided in this Section 6, the


 


  
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Applicant shall deliver to Citibank the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report
such payment or other evidence of such payment reasonably satisfactory to Citibank. 
 (e) (i) If Citibank or an assignee of Citibank is entitled to an
exemption from or reduction of withholding Tax with respect to payments made under this Agreement, it shall deliver to the Applicant, at the time or times reasonably requested by the Applicant, such properly completed and executed documentation
reasonably requested by the Applicant as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Citibank or an assignee of Citibank, if reasonably requested by the Applicant, shall deliver such
other documentation prescribed by applicable law or reasonably requested by the Applicant as will enable the Applicant to determine whether or not Citibank or such assignee is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 6(e)(ii)(A), 6(e)(ii)(B) and 6(e)(ii)(D) below) shall not be
required if in Citibank’s or such assignee’s reasonable judgment such completion, execution or submission would subject Citibank or such assignee to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of Citibank of such assignee. 
 (ii) Without limiting the generality of the foregoing, 

(A) any assignee of Citibank that is a U.S. Person shall deliver to the Applicant on or prior to the date on which such assignee becomes a
party hereto (and from time to time thereafter upon the reasonable request of the Applicant), executed copies of IRS Form W-9 certifying that such assignee is exempt from U.S. federal backup withholding tax; 

(B) any assignee of Citibank that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Applicant (in
such number of copies as shall be requested by




 
the recipient) on or prior to the date on which such assignee becomes a party hereto (and from time to time thereafter upon the reasonable request of the Applicant), whichever of the following is
applicable: 
 (1) in the case of such assignee claiming the benefits of an income tax treaty to which the United States
is a party (x) with respect to payments of interest under this Agreement, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the
“interest” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding
Tax pursuant to the “business profits” or “other income” article of such tax treaty; 
 (2) executed
copies of IRS Form W-8ECI; 
 (3) in the case of such assignee claiming the benefits of the exemption for portfolio
interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit A-1 to the effect that such assignee is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10
percent shareholder” of the Applicant within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or 
 (4) to the
extent such assignee is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), IRS Form W-9, and/or other certification documents from each beneficial owner, as
applicable; provided that if such assignee is a partnership and one or more direct or indirect partners of such assignee are claiming the portfolio interest exemption, such assignee may provide a U.S. Tax Compliance Certificate substantially
in the form of Exhibit A-2 on behalf of each such direct and indirect partner; 

 


  
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 (C) any assignee of Citibank that is not a U.S. Person shall, to the extent it is legally
entitled to do so, deliver to the Applicant (in such number of copies as shall be requested by the recipient) on or prior to the date on which such assignee becomes a party hereto (and from time to time thereafter upon the reasonable request of the
Applicant), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by
applicable law to permit the Applicant to determine the withholding or deduction required to be made; and 
 (D) if a payment made to a
Recipient under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient 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 Recipient shall deliver to the Applicant at the time or times prescribed by law and at such time or times reasonably requested by the Applicant 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 Applicant as may be necessary for the Applicant to comply with their obligations under FATCA and to determine that such Recipient
has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA
after the date hereof. 
 (iii) Citibank and each assignee of Citibank agrees that if any form or certification it previously delivered pursuant to this
Section 6 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Applicant in writing of its legal inability to do so. 

(f) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified
by the Applicant or with 


 respect to which the Applicant has paid additional amounts pursuant to this Section 6, it shall pay to the
Applicant an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Applicant under this Section 6 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Applicant, upon the request of the Recipient,
agrees to repay the amount paid over to the Applicant (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Applicant pursuant to this subsection the payment of which would place the Recipient in a less
favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Applicant or any other
Person. 
 (g) [Reserved]. 
 (h) Each party’s obligations
under this Section 6 shall survive any assignment of rights by, or the replacement of, Citibank and the repayment, satisfaction or discharge of all loans other obligations hereunder. 

7. Indemnification. (a) Applicant agrees to pay (i) all reasonable and documented out-of-pocket expenses incurred by Citibank and its
Affiliates, including the reasonable fees, charges and disbursements of counsel for Citibank, in connection with the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or
not the transactions contemplated hereby or thereby 

 


  
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shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by Citibank, including the reasonable fees, charges and disbursements of any counsel for
Citibank, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Credits, including in connection with any workout, restructuring or
negotiations in respect thereof. 
 (b) Applicant agrees to indemnify Citibank, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable 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 (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Credit or the use of the proceeds thereof (including any refusal by Citibank to honor a demand for payment under any
Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by
Applicant or any of its Subsidiaries giving rise to liability under any Environmental Law, or any Environmental Liability related in any way to Applicant or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful
misconduct of such Indemnitee or its Affiliates or from a breach of this Agreement by such Indemnitee. This Section 7(b) shall not apply




 
with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

(c) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party, on any
theory of liability, for special, 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, any Credit or the
use of the proceeds thereof. 
 (d) All amounts due under this Section shall be payable promptly after written demand therefor accompanied by the appropriate
invoice or other detail supporting such amount. 
 8. Obligations Absolute: Limitations of Liability. (a) Applicant’s obligation to repay
the Drafts and to make the other payments provided herein (the “Obligations”) 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 the Credits or this Agreement, or any term or provision therein, (ii) the existence of any claim, set-off, defense or other right that Applicant, or
any Affiliate of Applicant may have at any time against the beneficiary or any permitted transferee of the Credits (or any Persons or entities for whom such beneficiary or transferee may be acting), Citibank or any other Person, whether in
connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) without limiting Section 8(b) below, any Draft, demand certificate or any other document presented under the Credits proving to be
forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iv) without limiting Section 8(b) below, payment by Citibank under the Credits against presentation of a Draft or other
document that does not comply with the terms of the Credits, (v) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or any Credit; (vi) any non-application or misapplication
by the beneficiary of the Credits of the proceeds of any drawing under the Credits; (vii) the fact that a Default


 


  
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shall have occurred and be continuing; or (viii) 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 Obligations. 
 (b) Neither Citibank nor any of its Related
Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of the Credits or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding subsection (a)), or any error, omission, interruption, loss or delay in transmission or delivery of any Draft, notice or other communication under or relating to the Credits (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 Citibank; provided that the foregoing shall not be construed to excuse Citibank from liability to Applicant to the extent of any
direct damages (as opposed to special, consequential or punitive damages, claims in respect of which are hereby waived by Applicant to the extent permitted by applicable law) suffered by Applicant that are caused by Citibank’s failure to
exercise care when determining whether Drafts and other documents presented under the Credits comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of Citibank
(as finally determined by a court of competent jurisdiction), Citibank 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 that appear on their face to be in substantial compliance with the terms of the Credits, Citibank 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 (other than a valid injunction issued by a court of competent jurisdiction), or refuse to accept and make payment upon such documents if such documents are not in strict
compliance with the terms of the Credits. 
 9. Independence. Applicant acknowledges that the rights and obligations of




 
Citibank under the Credits are independent of the existence, performance or nonperformance of any contract or arrangement underlying the Credits, including contracts or arrangements between
Citibank and Applicant and between Applicant and the beneficiary of any Credit. Citibank shall have no duty to notify Applicant of its receipt of a Draft, certificate or other document presented under any Credit or of its decision to honor any such
Credit. Citibank may, without incurring any liability to Applicant or impairing its entitlement to reimbursement under this Agreement, honor any Credit despite notice from Applicant of, and without any duty to inquire into, any defense to payment or
any adverse claims or other rights against the beneficiary of any Credit or any other Person. Citibank shall have no duty to request or require the presentation of any document, including any default certificate, not required to be presented under
the terms and conditions of any Credit. Citibank shall have no duty to seek any waiver of discrepancies from Applicant, nor any duty to grant any waiver of discrepancies which Applicant approves or requests. Citibank shall have no duty to extend the
expiration date or term of any Credit or to issue a replacement letter of credit on or before the expiration date of any Credit or the end of such term. 

10. Non-Documentary Conditions. Citibank is authorized (but shall not be required) to disregard any non-documentary conditions stated in any Credit.

 11. Transfers. If, at Applicant’s request, a Credit is issued in transferable form, Citibank shall have no duty to determine the proper
identity of anyone appearing in any transfer request, Draft, or other document as transferee, nor shall Citibank be responsible for the validity or correctness of any transfer. 

12. Extensions and Modifications of the Credit. This Agreement shall be binding upon Applicant with respect to any extension or modification of any
Credit made at Applicant’s request or with Applicant’s consent. Applicant’s Obligations shall not be reduced or impaired in any way by any agreement by Citibank and the beneficiary of any Credit extending Citibank’s time to honor
or to give notice of discrepancies and any such agreement shall be binding upon Applicant. 

 


  
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 13. Covenants of Applicant. Applicant will, so long as any Credit or any reimbursement or other payment
obligation of Applicant under this Agreement remains outstanding, comply with the covenants set forth below: 
 (a) Applicant will furnish to Citibank: 

(i) within 90 days after the end of each fiscal year of Applicant, its audited consolidated balance sheet and statements of
consolidated income, stockholders’ equity and comprehensive income and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by the independent
registered public accounting firm (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present
fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Applicant and the consolidated Subsidiaries on a consolidated basis in conformity with GAAP; 

(ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Applicant, its
unaudited consolidated balance sheet and statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, in all material respects, the financial condition and results
of operations of the Applicant and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; 

(iii) concurrently with any delivery of financial statements under clause (i) or (ii) above, a certificate of a
Financial Officer of the Applicant certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing,




 
specifying the details thereof and any action taken or proposed to be taken with respect thereto; 

(iv) promptly after the same become publicly available, copies of all reports on Forms 10-K, 10-Q and 8-K (or any
substitute or successor forms) filed by the Applicant with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or distributed by the Applicant to its shareholders generally, as the case may be; 

(v) promptly following a request therefor, all documentation and other information that Citibank reasonably requests as
necessary in order for it to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and 

(vi) promptly following any request therefor, such other information regarding the operations, business affairs and
financial condition of the Applicant or any Material Subsidiary, or compliance with the terms of this Agreement, as Citibank may reasonably request. 

Information required to be delivered pursuant to this Section shall be deemed to have been delivered if such information, or one or more annual, quarterly or
current reports containing such information, shall be available on the website of the SEC at http://www.sec.gov and a confirming electronic correspondence shall have been delivered or caused to be delivered to Citibank providing notice of such
posting or availability; provided that the Applicant shall deliver paper copies of such information to Citibank if Citibank requests such delivery. Information required to be delivered pursuant to this Section may also be delivered by
electronic communications pursuant to procedures approved by Citibank. 
 (b) Applicant will furnish to Citibank written notice of the occurrence of any
Default promptly after any Financial Officer becomes aware thereof. 

 


  
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 Each notice delivered under this subsection (b) shall be accompanied by a statement of a Financial Officer
or other executive officer of Applicant setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

(c) Applicant will, and will cause each of the Material Subsidiaries to, 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, licenses, permits, privileges and franchises material to the conduct of its business except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided
that the foregoing shall not prohibit any merger or consolidation of Applicant permitted under Section 13(f) or any merger, consolidation, liquidation or dissolution of a Material Subsidiary that is not otherwise prohibited by the terms of this
Agreement. 
 (d) Applicant shall, and shall cause each Subsidiary to, conduct its businesses in material compliance with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions applicable to Applicant and the Subsidiaries and maintain policies and procedures, in Applicant’s reasonable business judgment,
designed to promote and achieve compliance with such laws applicable to Applicant and the Subsidiaries. 
 (e) Applicant shall not, and shall not permit any
of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist any Lien on any Principal Property, or shares of capital stock of any Restricted Subsidiary, whether owned on the date of this Agreement or thereafter acquired,
securing any obligation unless Applicant contemporaneously secures Applicant’s obligations under this Agreement equally and ratably with (or prior to) such obligation. The preceding sentence shall not require Applicant to secure
Applicant’s obligations under this Agreement if the Lien consists of the following: 
 (i) Permitted Liens; or 

(ii) in addition to Permitted Liens, other Liens securing obligations in an amount not greater than 15% of Consolidated Net
Tangible Assets at any time; 


 provided, however, that the requirement of Applicant to secure Applicant’s obligations under
this Agreement in accordance with this Section 13(e) shall not apply to the extent that Applicant shall have provided to Citibank Cash Collateral to secure such obligations in accordance with this Agreement. 

(f) Applicant will not (i) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it,
(ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions and including by means of any merger or sale of capital stock or otherwise) all or substantially all of its assets (whether now owned or
hereafter acquired), or (iii) liquidate or dissolve, except that, in each case, (x) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and (y) be continuing, any Person may merge with or
into or consolidate with Applicant if Applicant is the surviving Person. 
 (g) Applicant shall not directly or, to its knowledge, indirectly, use the
proceeds of any Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated
Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction) of Sanctions. 

(h) Applicant shall not directly, or, to its knowledge, indirectly use the proceeds of any Credit for any purpose which would breach the United States Foreign
Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Corruption of Foreign Public Officials Act (Canada) or other similar anti-corruption legislation in other
jurisdictions applicable to Applicant and the Subsidiaries. 
 14. Representations and Warranties of Applicant. On the date hereof and on the date of
any LC Event, Applicant makes to Citibank the representations and warranties set forth in Article III of the Credit Agreement with each reference therein to “this Agreement”, “hereunder”, “hereof” and words of like
import referring to the Credit Agreement being deemed to be a reference to this Agreement. 

 


  
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 15. Default. Each of the following shall be an “Event of Default” under this
Agreement: 
 (a) the Applicant’s failure to pay (i) when due, any principal of any obligation to Citibank under this Agreement, or
(ii) within five (5) Business Days when due, any interest on any obligation to Citibank or any fee or other amount payable to Citibank under this Agreement; 

(b) Applicant’s failure to observe or perform any covenant, condition or agreement contained in Section 13(c) (but only with respect to
Applicant’s existence) or in Section 13(e), Section 13(f), Section 13(g) or Section 13(h); 
 (c) Applicant’s failure to
observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clauses (a) and (b) of this Section), and such failure shall continue unremedied for a period of 60 days after written
notice thereof from Citibank to the Applicant; 
 (d) any representation or warranty made or deemed made by or on behalf of Applicant or any Subsidiary in or
in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or
modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made; 
 (e) an involuntary
proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Applicant or any Material Subsidiary 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 Applicant or any Material
Subsidiary 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; or



 (f) Applicant or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (f) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Applicant or any
Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing; or 
 (g) any “Event of Default” under and as defined in the Credit
Agreement, shall have occurred and be continuing. 
 16. Cash Collateral; Remedies; Security Letter of Credit Proceeds. (a) If (i) an Event
of Default shall have occurred and shall be continuing, and (ii) Citibank is enjoined or stayed by operation of law from drawing on the Security Letter of Credit, then the Applicant shall, on the Business Day it receives written notice from
Citibank (A) stating that an Event of Default has occurred and is continuing and that Citibank is requiring Cash Collateral under this Section 16(a), and (B) specifying the amount of Cash Collateral required by this sub-section 16(a)
(which amount shall be equal to the Exposure Amount) and the account into which such cash is to be deposited, deposit into an account designated by Citibank at Citibank or at another bank selected by Citibank in its sole discretion (which account in
all cases shall be under the sole and exclusive dominion and control of Citibank), free and clear of any Liens other than those granted under this Agreement or arising by operation of law, an amount in cash equal to the Exposure Amount as of such
date; provided that if an Event of Default pursuant to Section 15(e) or Section 15(f) shall occur and be continuing and, Citibank is enjoined or stayed by operation of law from drawing on the Security Letter of Credit, the Applicant
shall immediately be obligated to pay such amount to Citibank for deposit by Citibank to an account designated by Citibank without demand or further notice of any kind.


 


  
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 (b) Any deposit pursuant to sub-section 16(a) or pursuant to Section 1 and any and all earnings thereon,
any interest of the Applicant in any such account and all proceeds thereof (collectively, “Cash Collateral”) shall be held by Citibank as collateral for the payment and performance of the Obligations. Citibank shall have the
sole and exclusive right of withdrawal with respect to any Cash Collateral, and the Applicant shall have no rights with respect thereto except as expressly provided in sub-section 16(d). For the avoidance of doubt, the parties hereto agree that
receipt of Cash Collateral by Citibank pursuant to the terms of this Agreement shall not impair, diminish or otherwise impair Citibank’s right to draw or request a payment under the Security Letter of Credit, but Citibank shall within three
(3) Business Days after receipt of any proceeds from the Security Letter of Credit apply such amounts in accordance with sub-section 16(c). Citibank may, but shall not be obligated to, invest any Cash Collateral in Permitted Investments,
provided that Citibank shall not have any liability for electing to not make any such investments. Other than earnings on any Cash Collateral from such Permitted Investments, if any, such Cash Collateral shall not bear interest. Interest and
other earnings, if any, shall accumulate as additional Cash Collateral. 
 (c) Subject to sub-section 16(d), any Cash Collateral and any proceeds from the
Security Letter of Credit shall be applied with notice to the Applicant, in the following order (I) first, to reimburse Citibank for any Draft for which it has not been reimbursed, (II) second, to pay any interim interest then due and owing
with respect to any Draft in accordance with Section 4, (III) third, to other obligations of the Applicant under this Agreement, (IV) fourth, to the Applicant in an amount equal to the amount by which the amount of Cash Collateral or the
proceeds from the Security Letter of Credit exceeds the Exposure Amount; and (V) fifth, when the Exposure Amount is zero, the remaining amount of the Cash Collateral or proceeds from the Security Letter of Credit, to the Applicant. 

(d) If (1) any Cash Collateral has been delivered to Citibank pursuant to this Agreement, and (2) either (x) all Obligations have been satisfied
in full (including payment of all amounts owing to Citibank) and all commitments hereunder have been terminated,




 
and the Exposure Amount is zero, or (y) all Events of Default have been cured or waived, Citibank shall, within three (3) Business Days after written request by the Applicant, pay to
the Applicant in immediately available funds to the Applicant all amounts then held by Citibank in any remaining Cash Collateral; provided, however that any Cash Collateral provided with respect to any Credit pursuant to Section 1
shall only be released upon the expiration of such Credit. 
 (e) Citibank agrees, unless enjoined or stayed by operation of law from drawing on the Security
Letter of Credit, (i) to draw on the Security Letter of Credit to satisfy any Obligations in respect of reimbursement for the principal amount of Drafts due and payable hereunder before exercising any other remedy that might be available to
Citibank, and (ii) to apply the proceeds of each draw under the Security Letter of Credit payable and that shall not have been applied in accordance hereof (such drawn amounts and any proceeds or investments thereof, “Security Letter
of Credit Proceeds”) in accordance with sub-section 16(c). Receipt or application of the Security Letter of Credit Proceeds to the Obligations in accordance with the foregoing shall constitute for all purposes of this Agreement
(including reinstatement, if applicable, of amounts available to be drawn under any Credit) satisfaction of the Obligations to the extent of the amounts so applied. 

(f) When any Exposure Amount is outstanding and subject to sub-sections 16(c) and (e), the Applicant agrees that Citibank will have the sole right to sell,
pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Security Letter of Credit Proceeds it holds, free from any claim or right of any nature whatsoever of Applicant, including any equity
or right of redemption by Applicant. For purposes of any rights or remedies authorized under this Agreement, Citibank will be deemed to continue to hold and apply all Security Letter of Credit Proceeds as required hereby, regardless of whether
Citibank has exercised any rights with respect to any Security Letter of Credit Proceeds pursuant to the preceding sentence. 
 (g) Notwithstanding anything
herein to the contrary, in the event that (i) Citibank is enjoined or stayed by operation of law from


 


  
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drawing on the Security Letter of Credit, and (ii) there is not sufficient Cash Collateral to reimburse Citibank for any Draft paid by Citibank under a Credit, then any such unreimbursed
amount shall automatically be converted into a loan made by Citibank to the Applicant which shall become due and payable five (5) Business Days prior to the expiration date of the Security Letter of Credit and which shall bear interest at a
rate of the Alternate Base Rate plus 2.00% and shall be pre-payable by the Applicant at any time without premium or penalty Each such loan, together with interest accrued thereon, shall be subject to Section 4 hereof. 

(h) Citibank agrees that promptly following the Termination Date, Citibank will return the Security Letter of Credit without any further draw thereon for
cancellation by the issuer thereof. Citibank and Applicant agree that, for the avoidance of doubt, (i) the Security Letter of Credit Proceeds are the property of Citibank and not of Applicant, (ii) Applicant has no interest in the Security
Letter of Credit or any Security Letter of Credit Proceeds other than the right to receive any remaining Security Letter of Credit Proceeds as described in sub-section 16(c), and (iii) this Agreement does not constitute a transfer of the
property of Applicant. 
 (i) Applicant agrees that, from time to time upon the written request of Citibank, Applicant will execute and deliver such further
documents and do such other acts and things as Citibank may reasonably request in order fully to effect the purposes of this Section 16. Citibank may employ agents and attorneys in fact in connection with this Section and shall not be
responsible for the negligence or misconduct of any such agents or attorneys in fact selected by it in good faith. 
 17. Set-off. If any Event of
Default shall occur and be continuing, Citibank may set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Citibank or any of its Affiliates to
or for the credit or the account of Applicant (“Deposits”) against any and all of the outstanding Obligations, irrespective of whether or not Citibank shall have made any demand under this Agreement and although such Deposits
or Obligations may be unmatured or contingent.




 
Citibank’s rights under this Section are in addition to other rights and remedies (including other rights of set-off) which Citibank may have under this Agreement or applicable law. 

18. Waiver of Immunity. Applicant acknowledges that this Agreement is, and each Credit will be, entered into for commercial purposes and, to the extent
that Applicant now or later acquires any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, Applicant now irrevocably waives its immunity with respect to the Obligations. 

19. Notices; Interpretation; Severability. Notices shall be effective, if to Applicant, when sent to its address indicated below the signature line and,
if to Citibank, when received at Two Penns Way, Suite 110, New Castle, Delaware 19720, Attention: Dennis Banfield, Facsimile: (302) 894-6109, Email: dennis1.banfield@citigroup.com or as to either, such other address as either may notify the
other in writing. Headings are included only for convenience and are not interpretative. The term “including” means “including without limitation.” If any provision of this Agreement is held illegal or unenforceable, the validity
of the remaining provisions shall not be affected. 
 20. Successors and Assigns. This Agreement shall be binding upon Applicant and its successors
and permitted assigns, and shall inure to the benefit of and be enforceable by Citibank, its successors and permitted assigns. Applicant shall not voluntarily transfer or otherwise assign any of its obligations under this Agreement. Citibank,
subject, if the transferee is not an Affiliate, to Applicant’s consent if no Event of Default exists, may transfer or otherwise assign its rights and obligations under this Agreement, in whole or in part, and shall be forever relieved from any
liability with respect to the portion of Citibank’s rights or obligations transferred or assigned. Applicant acknowledges that information pertaining to Applicant as it relates to this Agreement or the Credits may be disclosed to (actual or
potential) transferees or assignees so long as such actual or potential transferee agrees to be bound by the confidentiality provisions hereof. This Agreement shall not be construed to confer any right or benefit upon any Person other than Applicant
and Citibank and their respective successors and permitted assigns. 

 


  
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 21. Modification; No Waiver. None of the terms of this Agreement may be waived or amended except in a
writing signed by the party against whose interest the term is waived or amended. Forbearance, failure or delay by Citibank in the exercise of a remedy shall not constitute a waiver, nor shall any exercise or partial exercise of any remedy preclude
any further exercise of that or any other remedy. Any waiver or consent by Citibank shall be effective only in the specific instance and for the specific purpose for which it is given and shall not be deemed, regardless of frequency given, to be a
further or continuing waiver or consent. 
 22. Multiple Role Disclosure. Citibank and its Affiliates offer a wide range of financial services,
including back-office letter of credit processing services on behalf of financial institutions and letter of credit beneficiaries. Citibank’s services are provided internationally to a wide range of customers, some of whom may be
Applicant’s counter-parties or competitors. Applicant acknowledges and accepts that Citibank and its Affiliates may perform more than one role in relation to any particular Credit. 

23. Integration; Remedies Cumulative; Delivery by Facsimile. This Agreement constitutes the entire agreement between the parties concerning
Citibank’s issuance, increase or extension of a Credit or Credits for Applicant’s account and supersedes all prior or simultaneous agreements, written or oral. All rights and remedies of Citibank under this Agreement and other documents
delivered in connection with this Agreement are cumulative and in addition to any other right or remedy under this Agreement, the Credits or applicable law. Delivery of a signed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as, and shall constitute physical delivery of, a signed original counterpart of this Agreement. 
 24. Termination;
Surviving Provisions. This Agreement shall be terminated on the Termination Date. Restrictive provisions in this Agreement, such as indemnity, tax, immunity, and jurisdiction provisions shall survive termination of this Agreement. If any Credit
is issued in favor of any bank or other financial or




 
commercial entity in support of an undertaking issued by such bank or entity on behalf of Applicant or Citibank, Applicant shall remain liable under this Agreement (even after expiry of any such
Credit) for amounts paid and expenses incurred by Citibank with respect to any such Credits or the undertaking until Citibank is released by such other bank or entity. 

25. Governing Law; Submission to Jurisdiction; Confidentiality. (a) This Agreement shall be governed by and construed in accordance with the laws
of the State of New York. Applicant hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Applicant irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any
such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. 
 (b)
Applicant agrees that Citibank may issue Credits subject to the Uniform Customs and Practice for Documentary Credits International Chamber of Commerce Publication No. 600 (the “UCP”) or the International Standby
Practices, International Chamber of Commerce No. 590 (the “ISP”) or, at Citibank’s option, such later revision thereof in effect at the time of issuance of any Credit. The UCP or the ISP, as applicable, shall serve,
in the absence of proof to the contrary, as evidence of general banking usage with respect to the subject matter thereof. 
 (c) Applicant agrees that for
matters not addressed by the UCP or the ISP, the Credits shall be subject to and governed by the laws of the state of New York and applicable U.S. Federal laws. If, at Applicant’s request, any Credit expressly chooses a state or country law
other than New York, U.S.A., or is silent with respect to UCP, ISP or governing law, Citibank shall not be liable for any payment, cost, expense or loss resulting from any action or inaction taken by Citibank if such action or inaction is justified
under UCP, ISP, New York law or the law governing any such Credit. 

 


  
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 (d) Citibank agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (i) to Citibank and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisers (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) on a “need to know” basis solely in connection with the transactions contemplated by this Agreement, (ii) to the extent
requested by any regulatory authority, provided, however, that, to the extent legally permitted, the Applicant is promptly notified in order that it may seek a protective order or take other appropriate action, (iii) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to the extent reasonably required or reasonably deemed advisable in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder, (v) subject to an agreement containing provisions substantially the same as those of this subsection (d), to (A) any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any securitization, swap or derivatives transaction relating to the Applicant,
any Subsidiaries and the obligations hereunder, (vi) with the consent of the Applicant or (vii) to the extent such Information (A) becomes publicly available other than as a result of a breach of this subsection (d) or
(B) becomes available to Citibank on a nonconfidential basis from a source other than the Applicant. For the purposes of this subsection (d), “Information” means all information received from the Applicant in connection
with this Agreement relating to the Applicant or its business, other than any such information that is available to Citibank on a nonconfidential basis prior to disclosure by the Applicant; provided that, in the case of information received
from the Applicant after the date hereof, such information is clearly identified as confidential at the time of delivery. Any Person required to maintain the confidentiality of Information as provided in this subsection (d) 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. 

26. Defined Terms. Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the following meanings: 

“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. 
 “Agreement” has the meaning set forth in the
Preamble. 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the higher of (a) the Base Rate in effect on
such day and (b) the Federal Funds Effective Rate in effect on such day plus  1⁄2 of 1%; provided, that if the Alternate Base Rate shall be less
than zero, such rate shall be deemed zero for such purposes under this Agreement. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of
such change in the Base Rate or the Federal Funds Effective Rate, respectively. 
 “Applicant” shall have the meaning set forth in
the Preamble hereto. 
 “Base Rate” means the rate of interest per annum publicly announced from time to time by Citibank as its
“base” rate; each change in the Base Rate shall be effective from and including the date such change is publicly announced as being effective. 

“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. 
 “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.


 


  
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 “Cash Collateral” has the meaning set forth in sub-section 16(b). 

“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 Citibank (or, for purposes of Section 5(b), by any lending office of Citibank
or by Citibank’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, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case under this clause
(y) pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

“Citibank” has the meaning set forth in the Preamble. 

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

“Consolidated Net Revenue” means, for any period, the net revenue of the Applicant and its Subsidiaries for such period, determined on
a consolidated basis in accordance with GAAP. 
 “Consolidated Net Tangible Assets” means, on any date, Consolidated Total Assets less
(i) all intangible assets, including goodwill, organization costs, intellectual property and research and development costs and (ii) any other identifiable intangibles of the Applicant and its Subsidiaries determined on a consolidated
basis in accordance with GAAP. 
 “Consolidated Total Assets” means, on any date, the aggregate amount of assets of the




 
Applicant and its Subsidiaries determined on a consolidated basis in accordance with GAAP. 

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

“Credit” and “Credits” have the meanings set forth in the Preamble. 

“Credit Agreement” means the Credit Agreement, dated as of May 9, 2016, among Applicant, as borrower, the lenders party thereto
from time to time, and Citicorp USA, Inc., as issuing bank and administrative agent, as amended, supplemented, modified, amended and restated or refinanced from time to time. 

“Default” means any event or condition that constitutes an Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default. 
 “Deposits” shall have the meaning set forth in Section 17 hereto. 

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any
Sanction. 
 “Draft” shall have the meaning set forth in Section 2 hereto. 

“Environmental Laws” means all laws, rules, regulations, codes, ordinances or binding, orders, decrees, judgments, injunctions or
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources or the management, release or threatened release of any Hazardous Material. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Applicant or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the


 


  
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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. 

“Event of Default” shall have the meaning set forth in Section 15 hereto. 

“Evergreen Credit” means a Credit that provides that the stated expiry date of such Credit will automatically be extended for one or
more successive periods of time no later than one year after the date of issuance of such Credit (and each anniversary thereof, if applicable) unless Citibank delivers to the beneficiary of such Credit notice within a specified time period that
Citibank has elected not to extend such stated expiry date. 
 “Excluded Taxes” means any of the following Taxes imposed on or with
respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a
result of such Recipient being organized under the laws of, or having its principal office or, in the case of Citibank or any assignee of Citibank, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of Citibank or any assignee of Citibank, U.S. federal withholding Taxes imposed on amounts payable to or for the account of Citibank or such assignee with
respect to an applicable interest in a loan or Credit pursuant to a law in effect on the date on which (i) Citibank or such assignee acquires such interest in the loan or Credit or (ii) Citibank or such assignee changes its applicable
lending office, except in each case to the extent that, pursuant to Section 6(a)(ii), 6(a)(iii) or 6(c), amounts with respect to such Taxes were payable either to such assignee’s assignor immediately before such assignee became a party
hereto or to such assignee immediately before it changed its applicable lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 6(e)




 
and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 
 “Existing
Credit Agreement” means the Credit Agreement, dated as of July 16, 2015, among the Applicant, Sherwin-Williams Luxembourg S.à r.l., Sherwin-Williams Canada Inc. and Sherwin-Williams UK Holding Limited, as borrowers, the lenders
party thereto from time to time, Bank of America, N.A., as domestic administrative agent, and Wells Fargo Bank, National Association, as syndication agent, as amended, amended and restated, supplemented or otherwise modified from time to time. 

“Exposure Amount” has the meaning set forth in Section 1. 

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

“Federal Funds 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 Citibank from three Federal funds brokers of recognized standing
selected by it. 
 “Financial Officer” means the chief financial officer, principal accounting officer, treasurer, assistant
treasurer or controller of the Applicant. 
 “GAAP” means U.S. generally accepted accounting principles; provided that, if
any changes in U.S. generally accepted accounting principles from those used in the preparation of the audited consolidated financial statements of the Applicant occur by reason of any change in the rules, regulations, pronouncements, opinions or
other requirements of the Financial 

 


  
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Accounting Standards Board (FASB) (or any successor thereto or agency with similar function), or if the Applicant adopts the International Financial Reporting Standards, and such change in
accounting principles and/or adoption of such standards results in a change in the method or results of calculation of financial covenants and/or defined terms contained in this Agreement, then at the option of Citibank or the Applicant, the parties
will enter into good faith negotiations to amend such financial covenants and/or defined terms in such manner as the parties shall agree, each acting reasonably, in order to reflect fairly such changes and/or adoption so that the criteria for
evaluating the financial condition of the Applicant shall be the same in commercial effect after, as well as before, such changes and/or adoption are made (in which case the method and calculation of financial covenants and/or the defined terms
related thereto hereunder shall be determined in the manner so agreed). 
 “Governmental Authority” means the government of the
United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government. 
 “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 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. For purposes hereof, the amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligations, or portion thereof, in respect of which such Guarantee is made or, if
not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guarantor in good faith. 

“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. 
 “Hedging Agreement” means any 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 or prices of 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 such transactions; provided that no 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 Applicant or the Subsidiaries shall be a Hedging Agreement. The amount of the obligations of the Applicant or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect
to any netting agreements) that the Applicant or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time. 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all
obligations of 

 


  
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such Person in respect of the deferred purchase price of property or services, (e) 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, (f) all Guarantees by such Person of Indebtedness of others, (g) all
Capital Lease Obligations of such Person, and (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, letters of guaranty and banker’s acceptances; provided, however, that
Indebtedness of any Person shall not include (i) trade payables, (ii) any obligations of such Person incurred in connection with letters of credit, letters of guaranty or similar instruments obtained or created in the ordinary course of
business to support obligations of such Person that do not constitute Indebtedness or (iii) endorsements of checks, bills of exchange and other instruments for deposit or collection in the ordinary course of business. 

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of the Applicant under this Agreement and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Indemnitee” shall have the meaning ascribed to it in Section 7(b). 

“Information” has the meaning set forth in sub-section 25(d). 

“ISP” shall have the meaning set forth in Section 25(b) hereto. 

“LC Event” means any issuance or extension (other than pursuant to the terms of an Evergreen Credit) of a Credit. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
of such asset. For the purposes of this Agreement, the Applicant or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.



 “Material Adverse Effect” means an event or circumstance that constitutes a material
adverse effect on (a) the business, operations or financial condition of the Applicant and the Subsidiaries taken as a whole, (b) the ability of the Applicant to perform any of its material obligations under this Agreement or (c) the
legality, validity, binding effect or enforceability against the Applicant of this Agreement. 
 “Material Subsidiary” means, at any
time, (a) each Subsidiary that would be a “significant subsidiary” within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC and (b) each other Subsidiary designated as a “designated subsidiary” by the
Applicant. The Applicant will designate one or more Subsidiaries as “designated subsidiaries” when and as necessary in order that there will at no time be two or more Subsidiaries that are not Material Subsidiaries under the preceding
sentence but that, if considered together as a single Subsidiary, would cause the total for all such Subsidiaries to exceed 20% of either (i) Consolidated Total Assets at such time or (ii) Consolidated Net Revenue for the period of four
calendar quarters ended at or most recently prior to such time. 
 “Moody’s” means Moody’s Investors Service, Inc. and any
successor thereto. 
 “Obligations” shall have the meaning set forth in Section 8(a) hereto. 

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. 

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security
interest under, engaged in any other transaction pursuant to or enforced this Agreement, or sold or assigned an interest in any loan or this Agreement). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from


 


  
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any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this
Agreement, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment. 
 “Permitted Investments”
means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and
credit of the United States of America), in each case maturing within ninety (90) days from the date of issuance thereof; and (b) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities
described in clause (a) above and entered into with Citibank, or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof, which commercial bank has a combined capital and surplus
and undivided profits of not less than $1,000,000,000 and that issues (or the parent of which issues) commercial paper rated at least “Prime-1” (or the equivalent grade) by Moody’s or “A-1” (or the equivalent grade by
S&P). 
 “Permitted Liens” means, with respect to any Person, 

(a) pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation, laws or regulations, or good
faith deposits in connection with bids, tenders, contracts (including government contracts, but excluding contracts for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of
such Person or deposits of cash or United States government bonds to secure performance, surety or appeal bonds to which such Person is a party or which are otherwise required of such Person, or deposits as security for contested taxes or import
duties or for the payment of rent or other obligations of like nature, in each case incurred in the ordinary course of business; 
 (b) Liens imposed by law,
such as carriers’, warehousemen’s, repairmen’s, laborers, materialmen’s, landlords’, vendors’, workmen’s, operators’, producers mechanics’ and other like




 
Liens, in each case (i) for sum that are not yet due, (ii) that do not materially detract from such Person’s assets or materially impair the use thereof or (iii) being
contested in good faith by appropriate proceedings; 
 (c) Liens for taxes, assessments and other governmental charges or levies not yet delinquent by more
than 30 days or which are being contested in good faith by appropriate proceedings; 
 (d) survey exceptions, encumbrances, easements, defects,
irregularities, or deficiencies in title to easements, or reservations of or with respect to, or rights of others for or with respect to, licenses, rights-of-way, sewers, electric and other utility lines and usages, telegraph and telephone lines,
pipelines, surface use, operation of equipment, permits, servitudes and other similar matters, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of
its properties which, in all such cases, were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of
such Person; 
 (e) Liens existing on or provided for under the terms of agreements existing on the date of this Agreement (including, without any
limitation, any Liens that arise under the Existing Credit Agreement and the Credit Agreement); 
 (f) Liens on property at the time the Applicant or any of
its Subsidiaries acquired the property or the entity owning such property, including any acquisition by the property or the entity owning such property, including any acquisition by means of a merger or consolidation with or into the Applicant;
provided, however, that any such Lien may not extend to any other property owned by the Applicant or any of its Subsidiaries; 
 (g) Liens
securing obligations under a Hedging Agreement so long as such Hedging Agreement is of the type customarily entered into in connection with, and is entered into for the purpose of, limiting risk;


 


  
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 (h) Liens on accounts receivable or inventory securing working capital or revolving credit indebtedness in an
aggregate amount not to exceed $300,000,000 or otherwise consistent with past practice; 
 (i) Purchase Money Liens; 

(j) Liens securing only Indebtedness of a wholly owned subsidiary of the Applicant to the Applicant or one or more wholly owned subsidiaries of the Applicant;

 (k) Liens on property or shares of stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided,
however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming such a Subsidiary of such Person; 

(l) Liens created, assumed or existing in connection with a tax-free financing; 

(m) Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of defeasing Indebtedness of the Applicant or any of its
Subsidiaries; 
 (n) legal or equitable encumbrances deemed to exist by reason of negative pledges or the existence of any litigation or other legal
proceeding and any related lis pendens filing (excluding any attachment prior to judgment, judgment lien or attachment lien in aid of execution on a judgment); 

(o) rights of a common owner of any interest in property held by such Person; 

(p) Liens placed upon any real property now owned or hereafter acquired by the Applicant or any of its Subsidiaries securing Indebtedness in an amount up to
80% of the fair market value of such real property; 
 (q) Liens in favor of the United States of America or any department or agency thereof, or in favor of
any state government or political subdivision thereof, or in favor of a prime contractor under a government contract of the United States, or of a state government or political subdivision thereof, in each case resulting from the acceptance of
partial, progress, advance or other payments in the ordinary course of business under government contracts of the United States, or of a state




 
government or political subdivision thereof, or subcontracts thereunder; 
 (r) judgment Liens (other
than any Liens securing one or more judgments for the payment of money in an aggregate amount in excess of $75,000,000 and not covered by insurance and the same shall remain undischarged for a period of 60 consecutive days during which execution
shall not be effectively stayed, vacated or bonded pending appeal); 
 (s) Liens on property or assets of the Applicant or any Subsidiary in favor of the
Applicant or any Subsidiary; 
 (t) Liens arising from any synthetic lease transaction pursuant to which the Applicant or any Subsidiary is a lessee; 

(u) Liens provided for or in connection with this Agreement; and 

(v) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or
replacements), as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses; provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien
(plus improvements on such property) unless such additional Liens are otherwise permitted pursuant to this Section and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the
outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (e) through (l), (p), (q), (s) and (t) at the time the original Lien became a Permitted Lien under this Agreement and
(B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity. 
 “Principal Property” means any manufacturing plant or manufacturing facility, located within the
United States of America (other than its territories and possessions), owned or leased


 


  
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by the Applicant or any Restricted Subsidiary, unless, in the opinion of the board of directors of the Applicant, such plant, facility or property is not of material importance to the total
business conducted by the Applicant and its Restricted Subsidiaries as an entirety. 
 “Purchase Money Lien” means a Lien on property
securing Indebtedness incurred by the Applicant or its Subsidiaries to provide funds for all or any portion of the cost of acquiring, constructing, altering, expanding, improving or repairing such property or assets used in connection with such
property. 
 “Recipient” means Citibank or any other recipient of any payment to be made by or on account of any obligation of the
Applicant hereunder. 
 “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. 
 “Restricted Subsidiary”
means at any time any Subsidiary of the Applicant (i) substantially all the property of which is located, or substantially all of the business of which is carried on, within the United States of America (other than its territories or
possessions) and (ii) which owns or leases a Principal Property. 
 “S&P” means Standard & Poor’s Financial
Services LLC, a subsidiary of McGraw Hill Financial, Inc. and any successor thereto. 
 “Sanction(s)” means any sanction
administered or enforced by the United States Government, including OFAC, the United Nations Security Council, the European Union or Her Majesty’s Treasury (“HMT”). 

“SEC” means the United States Securities and Exchange Commission. 

“Security Letter of Credit” means the letter of credit issued by Citicorp USA, Inc. pursuant to the Credit Agreement naming Citibank
as beneficiary to support the payment by the Applicant of the Obligations.



 “Security Letter of Credit Proceeds” shall have the meaning set forth in
Section 16(e) hereto. 
 “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 well as any other corporation, limited liability company, partnership, association or other entity 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 by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 

“Subsidiary” means any subsidiary of the Applicant. 

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

“Termination Date” means the later to occur of (a) the termination of the Security Letter of Credit and (b) the date of the
termination or expiry of all Credits and the payment in full (including, without limitation, by application of Security Letter of Credit Proceeds in accordance with this Agreement) of all Obligations that are or may become payable (other than
unasserted contingent obligations). 
 “U.S.” means the United States of America. 

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. 

“U.S. Tax Compliance Certificate” has the meaning specified in Section 6(e)(ii)(B)(3). 

“Withholding Agent” means the Applicant or Citibank, as applicable.


 


  
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 “UCP” shall have the meaning set forth in Section 25(b) hereto. 

“USA Patriot Act” means Title III of Pub. L. 107-56 (signed into law October 26, 2001). 

28. JURY TRIAL WAIVER. APPLICANT AND CITIBANK EACH IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM, COUNTERCLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, ANY CREDIT, OR ANY DEALINGS WITH ONE ANOTHER RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. 
 [REMAINDER
OF THIS PAGE IS LEFT BLANK INTENTIONALLY] 
  

 




 


  
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 Very truly
yours,

		
	Applicant:	 	The Sherwin-Williams Company
	
	By: (Authorized Signer):
		
		 	 /s/ Jeffrey J. Miklich

		 	(Signature)
		
		 	 Jeffrey J. Miklich

		 	(Print Name)
		
		 	 Vice President and Treasurer

		 	(Title)
		
		 	  

		 	(Signature)
		
		 	  

		 	(Print Name)
		
		 	  

		 	(Title)
		
	Address:	 	The Sherwin-Williams Company
		 	101 W. Prospect Avenue
		 	Cleveland, Ohio 44115
		 	Attention:
		 	Fax:
	
	Co-Applicant (if any):
		
		 	  

	
	By (Authorized Signer):
		
		 	  

		 	(Signature)
		
		 	  

		 	(Print Name)
		
		 	  

		 	(Title)
		
	Address:	 	  

		
		 	  



  
 Sherwin-Williams Co. |
Agreement for Letter of Credit 
  








 (For Citibank Use Only) 

Approvals to Issue 

	
	
	  

	Relationship Manager (Signature & Stamp)
	
	  

	(Other required Signature & Stamp)


  
 Sherwin-Williams Co. |
Agreement for Letter of Credit 









			
	CITIBANK, N.A.
	
	By: (Authorized Signer):
		
		 	 /s/ John Chun

		 	(Signature)
		
		 	 John Chun

		 	(Print Name)
		
		 	 Vice President

		 	(Title)


  
 Sherwin-Williams Co. |
Agreement for Letter of Credit 








 Annex I 

Form of Credit 
 Application for Standby
Letter of Credit 
 Citibank, N.A., New York, NY 10043 
 Attn:
Standby Letter of Credit Dept.,
                                    Letter of Credit Reference No.

  

					
	Advising Bank (Name and Address)	  	Applicant (Name and Address)	  	The Sherwin-Williams Company
	Beneficiary (Name and Address)	  	Expiry Date and Place: 	  	[NOT LATER THAN FIVE BUSINESS DAYS PRIOR TO THE EXPIRATION DATE OF THE SECURITY LETTER OF CREDIT]
	 		 
	 	  	Amount (In specific currency):	  	 $


  

                       
                      
 This
Application is for the issuance of a standby letter of credit under and subject to the terms and conditions of (select one): 
 x The Agreement for Standby Letter of Credit attached hereto: 
  ̈ The Continuing Agreement for Commercial and / or Standby Letters of Credit dated
                            .



 
  ̈ Other (describe): 

 

                       
                                         
         
 Subject to the following terms and conditions, please issue your irrevocable
Letter of Credit (hereinafter called the “Credit”) to be available by the beneficiary’s draft(s): 
 Drawn at sight on:

  ̈ Citibank, N.A., New York, NY 

 ̈ Other: 

 

                       
                                         
                                         
                                         
                                         
                                         
                     
 (Name and
Address of Paying Bank, if any) 
 Accompanied by Beneficiary’s written statement that the amount of any drafts(s) drawn
hereunder represent funds due and payable because of the following reasons (select one): 

  
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Agreement for Letter of Credit 
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  ̈ Applicant of the Credit has
failed to comply with terms or conditions of a contract described as: 

                       
                                         
                                         
                                         
                                         
                                         
                     

                       
                                         
                                         
                                         
                                         
                                         
                     
  ̈ Applicant of the Credit has been awarded a contract under an offer to bid and has failed to become a party to the contract related thereto describe): 

                       
                                         
                                         
                                         
                                         
                                         
                     

                       
                                         
                                         
                                         
                                         
                                         
                     
  ̈ It has become necessary for the Beneficiary bank or other financial entity to make payment under its undertaking issued on behalf of Applicant of this Credit, with an expiration date of
                                         
           , at its counters, in favor of
                                         
                                         
                                         
                     , in relation to
                                         
                                         
                                         
                                         
                 
  ̈ Description of transaction if other than described above:             See
attached                             

(If a sample of the wording is attached, insert “See Attached” above) 





 If a Continuing Agreement is already in place, submit only this Application, with customer’s signature and account manager’s approvals on page 2 of this form. 

 ̈ Credit to be issued in transferable form. 

 ̈ Any transfer(s) to this Credit to be effective
by                                        
                                  (Indicate an appropriate
transferring bank name and location) 
  ̈ Attachments hereto impose
additional terms and conditions on Applicant and / or Citibank and are incorporated into this Application and Agreement as if fully set forth herein. 

 ̈ All banking charges, other than Citibank, N.A. charges, are for account of:
 ̈ Beneficiary  ̈ Applicant 

Transmit the Credit by:  ̈ Cable / SWIFT
 ̈ Airmail  ̈ Courier Service. 

All drafts and documents called for under the Credit are to be delivered by the negotiating or paying bank to Citibank, N.A. New York by
Airmail in a single mailing. 
  

							
		 		 		 	
				
	  
	 		 	                                      
                                         
   	 	
	Applicant’s Signature	 		 	                                 
                                       
Date	 	
				
	  
	 		 	                                      
                                         
     	 	
	Account Manager’s Signature and Stamp	 		 	                                 
                                       
Date	 	



  
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 The undersigned Co-Applicant hereby agrees to all terms and conditions contained in any
“CONTINUING AGREEMENT FOR STANDBY AND COMMERCIAL LETTERS OF CREDIT” that may be in place between Citibank, N.A. and the primary Applicant. 

					
			
	  
	 		 	                                      
                                         
                           
	Co-Applicant Signature (if any)	 		 	                                 
                                       
Co-Applicant
	Name	 		 	
			
	  
	 		 	                                     
                                         
                            
	Co-Applicant Address	 		 	                                 
                                         
          Date



  
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 EXHIBIT A-1 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Assignees That Are Not U.S. Persons and That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to the Agreement for Letter of Credit, dated as of May 9, 2016 (as from time to time amended, amended and restated, supplemented or
otherwise modified, the “Reimbursement Agreement”), among The Sherwin-Williams Company (the “Applicant”) and Citibank, N.A. (“Citibank”). 

Pursuant to the provisions of Section 6(e) of the Reimbursement Agreement, the undersigned hereby certifies that (i) it is the sole record
and beneficial owner of the loan(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Applicant within
the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Applicant as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished the Applicant with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this
certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Applicant, and (2) the undersigned shall have at all times furnished the Applicant with a
properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Reimbursement Agreement and used herein shall have the meanings given to them in the Reimbursement
Agreement. 
  

					
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  


 Date:                 
    , 20[ ] 

  
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 EXHIBIT A-2 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(For Assignees That Are Not U.S. Persons That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is made to the Agreement for Letter of Credit, dated as of May 9, 2016 (as from time to time amended, amended and restated, supplemented or
otherwise modified, the “Reimbursement Agreement”), among The Sherwin-Williams Company (the “Applicant”) and Citibank, N.A. (“Citibank”). 

Pursuant to the provisions of Section 6(e) of the Reimbursement Agreement, the undersigned hereby certifies that (i) it is the sole record
owner of the loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such loan(s) and the Credits, (iii) with respect to the extension of credit pursuant
to the Reimbursement Agreement, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Applicant within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect
partners/members is a controlled foreign corporation related to the Applicant as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has
furnished the Applicant with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Applicant, and (2) the undersigned shall have at all times furnished the Applicant with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Reimbursement Agreement and used herein shall have the meanings given to them in the Reimbursement
Agreement. 
  

					
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  


 DATE:                 
    , 20[ ] 

  
 Sherwin-Williams Co. |
Agreement for Letter of Credit 
 Exhibit A-2 - Page 1