EXECUTION COPY 


 


 


U.S. $3,722,500,000


 


FIVE YEAR

CREDIT AGREEMENT


 


Dated as of June 6, 2016


 


among


 


PEPSICO, INC.,

as Borrower,


 


THE LENDERS NAMED HEREIN,


 


CITIBANK, N.A.,

as Administrative Agent,


 


JPMORGAN CHASE BANK, N.A.

and

BANK OF AMERICA, N.A.,

as Syndication Agent,


 


CITIGROUP GLOBAL MARKETS, INC.,

JPMORGAN CHASE BANK, N.A.

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arrangers and Joint Bookrunners


 




     


     


    

TABLE OF CONTENTS


Page












	ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS	1
	Section 1.01   Certain Defined Terms.	1
	Section 1.02   Computation of Time Periods.	10
	Section 1.03   Accounting Terms.	10
	ARTICLE II  AMOUNTS AND TERMS OF THE ADVANCES	11
	Section 2.01   The Revolving Credit Advances.	11
	Section 2.02   Making the Revolving Credit Advances.	11
	Section 2.03   [Reserved].	12
	Section 2.04   Fees.	12
	Section 2.05   Termination, Reduction or Increase of Commitments.	12
	Section 2.06   Repayment of Revolving Credit Advances; Extension of Termination Date.	15
	Section 2.07   Interest on Revolving Credit Advances.	16
	Section 2.08   Interest Rate Determination.	17
	Section 2.09   Optional Conversion or Continuation of Revolving Credit Advances.	18
	Section 2.10   Optional Prepayments of Revolving Credit Advances.	18
	Section 2.11   Increased Costs.	18
	Section 2.12   Illegality.	19
	Section 2.13   Payments and Computations; Evidence of Advances.	19
	Section 2.14   Taxes.	21
	Section 2.15   Sharing of Payments, Etc.	23
	Section 2.16   Use of Proceeds.	24
	Section 2.17   Borrowings by Borrowing Subsidiaries.	24
	Section 2.18   License Agreement and CDS Data.	25
	Section 2.19   Defaulting Lenders.	26
	ARTICLE III  CONDITIONS TO EFFECTIVENESS AND LENDING	27
	Section 3.01   Conditions Precedent to Effectiveness.	27
	Section 3.02   Conditions Precedent to Each Revolving Credit Borrowing.	28
	Section 3.03   Determinations Under Section 3.01.	29
	ARTICLE IV  REPRESENTATIONS AND WARRANTIES	29
	Section 4.01   Representations and Warranties of the Company.	29
	ARTICLE V  COVENANTS OF THE COMPANY	30
	Section 5.01   Affirmative Covenants.	30
	Section 5.02   Negative Covenants.	32
	ARTICLE VI  EVENTS OF DEFAULT	33
	Section 6.01   Events of Default.	33
	ARTICLE VII  THE AGENT	35
	Section 7.01   Appointment and Authority.	35



 



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	Section 7.02   Rights as a Lender.	35
	Section 7.03   Exculpatory Provisions.	35
	Section 7.04   Reliance by Agent.	36
	Section 7.05   Indemnification.	36
	Section 7.06   Delegation of Duties.	37
	Section 7.07   Resignation of Agent.	37
	Section 7.08   Non-Reliance on Agent and Other Lenders.	38
	Section 7.09   Syndication Agent and Lead Arrangers.	38
	ARTICLE VIII  MISCELLANEOUS	38
	Section 8.01   Amendments, Etc.	38
	Section 8.02   Notices, Etc.	38
	Section 8.03   No Waiver; Remedies.	39
	Section 8.04   Costs and Expenses.	40
	Section 8.05   Right of Set-off.	40
	Section 8.06   Binding Effect.	41
	Section 8.07   Assignments and Participations.	41
	Section 8.08   Confidentiality.	44
	Section 8.09   Governing Law.	45
	Section 8.10   Execution in Counterparts.	45
	Section 8.11   Jurisdiction, Etc.	46
	Section 8.12   WAIVER OF JURY TRIAL.	46
	Section 8.13   USA PATRIOT Act Notice.	46
	Section 8.14   No Fiduciary Duties.	46
	Section 8.15   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	47
	ARTICLE IX  GUARANTEE	48
	Section 9.01   Guarantee.	48
	Section 9.02   Obligations Unconditional.	48
	Section 9.03   Reinstatement.	49
	Section 9.04   Subrogation.	49
	Section 9.05   Remedies.	49
	Section 9.06   Continuing Guarantee.	49




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	Schedules	 
	Schedule I	Agent’s Address
	 	 
	Exhibits	 
	 	 
	Exhibit A	Form of Revolving Credit Note
	Exhibit B	Form of Notice of Revolving Credit Borrowing
	Exhibit C	Form of Assignment and Assumption
	Exhibit D	Form of Designation Letter
	Exhibit E	Form of Termination Letter







 




 


 






    iii 


     


    




FIVE YEAR CREDIT AGREEMENT


 


Dated as of June 6, 2016


 


PEPSICO, INC., a North
Carolina corporation (the “Company”), the banks, financial institutions and other institutional lenders (the
“Initial Lenders”) listed on the signature pages hereof, and Citibank, N.A., as administrative agent (in such
capacity, the “Agent”) for the Lenders (as hereinafter defined), agree, as of June 6, 2016, as follows:


 


PRELIMINARY STATEMENT


 


The Company has requested
that the Lenders agree to extend credit to it and the Borrowing Subsidiaries from time to time in an aggregate principal amount
of up to $3,722,500,000 for general corporate purposes of the Company and its Subsidiaries, including but not limited to working
capital, capital investments and acquisitions.  The Lenders have indicated their willingness to agree to extend credit to
the Company and the Borrowing Subsidiaries from time to time in such amount on the terms and conditions set forth in this Agreement.


 


ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS


 


Section 1.01   Certain
Defined Terms.


 


As used in this Agreement,
the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms
of the terms defined):


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.


 


“Advance”
means a Revolving Credit Advance.


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with
such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including
the terms “controlling”, “controlled by” and “under common control with”) of a Person means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise.


 


“Agent’s
Account” means such account as the Agent shall designate from time to time in a notice to the Company and the Lenders.


 


“Agent’s
Address” means the address or addresses on Schedule I attached hereto.


 


“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act, as amended.


 


“Applicable
Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base
Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.


 




     


     


    

“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by
the Agent, in substantially the form of Exhibit C hereto.


 


“Bail-In Action”
has the meaning specified in Section 8.15.


 


“Bail-In Legislation”
has the meaning specified in Section 8.15.


 


“Base Rate”
means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the
highest of:


 


(a)   the
rate of interest in effect for such day as publicly announced from time to time by Citibank, N.A. in the United States as its “base
rate”, and notified to the Company at its request (it being understood and agreed that such base rate is a rate set by Citibank,
N.A. based on various factors and is used as a reference point for pricing some loans);


 


(b)   the
Federal Funds Rate plus 0.50%; and


 


(c)   the
Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1.00%.


 


“Base Rate
Advance” means a Revolving Credit Advance that bears interest as provided in Section 2.07(a).


 


“Borrower”
means the Company (both as a Borrower and as a guarantor under Article IX of Advances made to the Borrowing Subsidiaries)
and each Borrowing Subsidiary.


 


“Borrowing”
means a Revolving Credit Borrowing.


 


“Borrowing
Subsidiary” means any Subsidiary of the Company, as to which a Designation Letter has been delivered to the Agent and
as to which a Termination Letter has not been delivered to the Agent in accordance with Section 2.17.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under
the laws of, or are in fact closed in, the state of the Agent’s Address or in New York, New York and if such day relates
to a Eurodollar Rate Advance, it shall also mean a day on which dealings are carried on by and between banks in the London interbank
eurodollar market.


 


“Commitment”
means, with respect to any Lender, such Lender’s obligations to make Revolving Credit Advances. Such Lender’s Commitment
shall be the amount set forth opposite such Lender’s name on Schedule I to the Letter Agreement or, if such Lender has entered
into any Assignment and Assumption, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c),
as such amount may be reduced pursuant to Section 2.05(a) or increased pursuant to Section 2.05(c).


 


“Confidential
Information” means information that the Company furnishes to the Agent or any Lender, but does not include any such information
(x) that is or becomes generally available to the public other than by the Agent or any Lender in violation of this Agreement or
(y) that is or becomes rightfully available to the Agent or such Lender from a source other than the Company which the Agent or
such Lender had no reason to believe had any confidentiality or fiduciary obligation to the Company with respect to such information.


 




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“Consolidated”
refers to the consolidation of accounts in accordance with GAAP.


 


“Consolidated
Net Tangible Assets” means the total assets of the Company and its Restricted Subsidiaries (less applicable depreciation,
amortization, and other valuation reserves), less all current liabilities (excluding intercompany liabilities) and all intangible
assets of the Company and its Restricted Subsidiaries, all as set forth on the most recent consolidated balance sheet of the Company
and its Restricted Subsidiaries, prepared in accordance with GAAP.


 


“Convert”,
“Conversion” and “Converted” each refers to a conversion of Revolving Credit Advances of
one Type into Revolving Credit Advances of the other Type pursuant to Section 2.08 or 2.09.


 


“Credit Default
Swap Spread” means, for any Interest Period, the rate per annum equal to the credit default swap mid-rate spread of the
Company interpolated from the date of determination to the latest Termination Date then in effect (or, if the period from such
date of determination to the latest Termination Date then in effect is less than one year, then the one-year credit default swap
mid-rate spread of the Company), as provided to the Agent by Markit on the second Business Day prior to the first day of such Interest
Period; provided that the Credit Default Swap Spread shall in no event be less than 0.10% or greater than 0.75% and provided,
further, that the Credit Default Swap Spread shall be deemed to be 0.75% from and after the latest Termination Date then
in effect. If for any reason Markit does not timely provide the applicable information for any Interest Period, the Company and
the Lenders shall negotiate in good faith for a period of up to 30 days after the Credit Default Swap Spread becomes unavailable
(such 30-day period, the “Negotiation Period”) to agree on an alternative method for establishing the Credit
Default Swap Spread. The Credit Default Swap Spread during the Negotiation Period shall be the spread most recently provided to
the Agent by Markit. If no such alternative method is agreed upon during the Negotiation Period, the Credit Default Swap Spread
at any date of determination subsequent to the end of the Negotiation Period shall be 0.75%.


 


“Debt”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person
for the deferred purchase price of property or services, (c) all obligations of such Person evidenced by notes, bonds, debentures
or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such property), (e) for purposes only of Article VI, all
obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases,
(f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions
of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a)
through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly
or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment
or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily
for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply
funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether
such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred
to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise,
to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such Debt.


 




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“Declining
Lender” has the meaning specified in Section 2.06(b).


 


“Default”
means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given
or time elapse or both.


 


“Defaulting
Lender” means, subject to Section 2.19(b), any Lender that (a) has failed to (i) fund all or any portion of its Advances
within two Business Days of the date such Advances were required to be funded hereunder unless such Lender notifies the Agent and
the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such
writing) has not been satisfied, or (ii) pay to the Agent or any other Lender any other amount required to be paid by it hereunder
within two Business Days of the date when due, (b) has notified the Company or the Agent in writing that it does not intend to
comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement
relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after
written request by the Agent or the Company, to confirm in writing to the Agent and the Company that it will comply with its prospective
funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Agent and the Company), (d) has defaulted on its funding obligations under other
loan agreements or credit agreements generally, or (e) has, or has a direct or indirect parent company that has, (i) become the
subject of a proceeding under any the Bankruptcy Code of the United States of America, or any other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief law of the United States or other applicable jurisdictions from time to time in effect, or a Bail-In Action, or (ii)
had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation
or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting
Lender under this clause (ii) solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct
or indirect parent company thereof by a governmental authority so long as such ownership interest does not result in or provide
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender. Any determination by the Agent that a Lender is a Defaulting Lender under clauses
(a) through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting
Lender (subject to Section 2.19(b)) upon delivery of written notice of such determination to the Company and each Lender.


 


“Default Rate”
means (a) with respect to a Base Rate Advance and any other amount owing hereunder (other than a Eurodollar Rate Advance), the
Base Rate plus two percent (2%) per annum and (b) with respect to all Eurodollar Rate Advances, the rate otherwise applicable to
such Eurodollar Rate Advance plus two percent (2%) per annum.


 


“Designation
Letter” has the meaning specified in Section 2.17(a).


 


“Domestic
Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending
Office” in its Administrative Questionnaire or in the Assignment and Assumption pursuant to which it became a Lender, or
such other office of such Lender as such Lender may from time to time specify in writing to the Company and the Agent.


 




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“EEA Financial
Institution” has the meaning specified in Section 8.15.


 


“EEA Member
Country” has the meaning specified in Section 8.15.


 


“EEA Resolution
Authority” has the meaning specified in Section 8.15.


 


“Effective
Date” has the meaning specified in Section 3.01.


 


“Eligible
Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; (iii) a commercial bank organized under the laws of the
United States, or any State thereof, and having total assets in excess of $15,000,000,000 and a combined capital and surplus of
at least $1,000,000,000; (iv) a savings and loan association or savings bank organized under the laws of the United States, or
any State thereof, and having total assets in excess of $15,000,000,000 and a combined capital and surplus of at least $1,000,000,000;
(v) a commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation
and Development or has concluded special lending arrangements with the International Monetary Fund associated with its General
Arrangements to Borrow or of the Cayman Islands, or a political subdivision of any such country, and having total assets in excess
of $15,000,000,000 and a combined capital and surplus of at least $1,000,000,000, so long as such bank is acting through a branch
or agency located in the United States or in the country in which it is organized or another country that is described in this
clause (v); (vi) the central bank of any country that is a member of the Organization for Economic Cooperation and Development;
provided, however, that each Person described in clauses (ii) through (vi) shall have a short term public debt rating
of not less than A-1 by Standard & Poor’s Financial Services LLC or P-1 by Moody’s Investors Service, Inc. and
shall be approved by the Company, such approval not to be unreasonably withheld or delayed; and (vii) any other Person approved
by the Company, such approval not to be unreasonably withheld or delayed; provided, however, that (x) neither the
Company nor an Affiliate of the Company, (y) no individual (or a holding company, investment vehicle or trust for, or owned and
operated for the primary benefit of, an individual) and (z) no Defaulting Lender shall qualify as an Eligible Assignee.


 


“Environmental
Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree
or judicial or agency interpretation, policy or guidance relating to the environment, health, safety or Hazardous Materials.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings
issued thereunder.


 


“EU Bail-In
Legislation Schedule” has the meaning specified in Section 8.15.


 


“Eurodollar
Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending
Office” in its Administrative Questionnaire or in the Assignment and Assumption pursuant to which it became a Lender (or,
if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time
to time specify in writing to the Company and the Agent.


 


“Eurodollar
Rate” means, for any Interest Period for each Eurodollar Rate Advance constituting part of the same Revolving Credit
Borrowing, an interest rate per annum as calculated by ICE Benchmark Administration Limited (or the successor thereto if ICE Benchmark
Administration Limited is no longer making such a rate available) and appearing on a nationally recognized service selected by
the Agent such as Reuters (the “Service”) (or on any successor or substitute page of such Service, or any successor
to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service,
as determined by the Agent from time to time for purposes of providing quotations


 




     5


     


    

of
interest rates applicable to Dollar deposits in the London interbank market) as of 11:00 A.M. (London time) on the date two Business
Days prior to the first day of such Interest Period as the rate for Dollar deposits having a term comparable to such Interest
Period, or in the event such offered rate is not available from such Service, the average (rounded to the nearer whole multiple
of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered
by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00
A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference
Bank’s Eurodollar Rate Advance constituting part of such Revolving Credit Borrowing to be outstanding during such Interest
Period and for a period equal to such Interest Period; provided that, if the Eurodollar Rate shall be less than zero, such
rate shall be deemed zero for purposes of this Agreement. If the Eurodollar Rate does not appear on the selected Service (or any
successor page), the Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance constituting part of the same Revolving
Credit Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from
the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions
of Section 2.08 and the proviso in the immediately preceding sentence.


 


“Eurodollar
Rate Advance” means a Revolving Credit Advance that bears interest as provided in Section 2.07(b).


 


“Events of
Default” has the meaning specified in Section 6.01.


 


“Excluded
Taxes” means (i) taxes imposed on, or measured by, the recipient’s net income (however measured), including branch
profits taxes and franchise taxes imposed in lieu of net income taxes, (ii) non-U.S. withholding taxes imposed solely as a result
of activities or place of incorporation or formation of the applicable Lender or the Agent in such non-U.S. jurisdiction and (iii)
taxes imposed on any “withholdable payment” payable to such recipient as a result of the failure of such recipient
to satisfy the applicable requirements as set forth in FATCA.


 


“Existing
Credit Agreements” means (a) the Five-Year Credit Agreement dated as of June 8, 2015 (as amended, supplemented or otherwise
modified from time to time) among the Company, the banks, financial institutions and other institutional lenders party thereto
and Citibank, N.A., as administrative agent for the Lenders and such other lenders and (b) the 364-Day Credit Agreement dated as
of June 8, 2015 (as amended, supplemented or otherwise modified from time to time) among the Company, the banks, financial institutions
and other institutional lenders party thereto and Citibank, N.A., as administrative agent for the Lenders and such other lenders.


 


“Existing
Termination Date” has the meaning specified in Section 2.06(b).


 


“Extending
Lender” has the meaning specified in Section 2.06(b).


 


“Extension
Date” has the meaning specified in Section 2.06(b).


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue 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, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any intergovernmental
agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory
legislation, rules or practices adopted pursuant to such intergovernmental agreement.


 




     6


     


    

“Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such
day (or, if such day is not a Business Day, for the next preceding 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 of the quotations for such day on such transactions
received by the Agent from three Federal funds brokers of recognized standing selected by it; provided that, if the Federal
Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“GAAP”
has the meaning specified in Section 1.03.


 


“Guaranteed
Obligations” has the meaning specified in Section 9.01.


 


“Hazardous
Materials” means petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing
materials, radon gas and any other chemicals, materials or substances designated, classified or regulated as being “hazardous”
or “toxic”, or words of similar import, under any federal, state, local or foreign statute, law, ordinance, rule, regulation,
code, order, judgment, decree or judicial or agency interpretation, policy or guideline.


 


“Hedge Agreements”
means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other similar agreements.


 


“Interest
Period” means, for each Eurodollar Rate Advance constituting part of the same Revolving Credit Borrowing, the period
commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar
Rate Advance and ending on the last day of the period selected by the Company pursuant to the provisions below and, thereafter,
each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the
period selected by the Company pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three,
six, or (subject to availability, as determined by the Lenders) twelve months, as the Company may, upon notice received by the
Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period,
select; provided, however, that:


 


(i)   the
Company may not select any Interest Period that ends after the latest Termination Date then in effect;


 


(ii)   Interest
Periods commencing on the same date for Eurodollar Rate Advances constituting part of the same Revolving Credit Borrowing shall
be of the same duration;


 


(iii)   whenever
the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding Business Day, provided, however, that, if such extension would
cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day; and


 


(iv)   whenever
the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding
day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such
Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.


 




     7


     


    

“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated
and rulings issued thereunder.


 


“Lead Arrangers”
means each of Citigroup Global Markets, Inc., JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
in its capacity as a joint lead arranger and a joint bookrunner.


 


“Lenders”
means the Initial Lenders and each Person that shall become a party hereto pursuant to Sections 2.05(c), 2.06(b) or 8.07.


 


“Letter Agreement”
means that certain side letter dated the Effective Date among the parties to this Agreement.


 


“Lien”
means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including,
without limitation, the lien or retained security title of a conditional vendor.


 


“Loan Documents”
means, collectively, this Agreement, the Notes, each Designation Letter and each Termination Letter.


 


“Markit”
means Markit Group, Ltd. or any successor thereto.


 


“Material
Adverse Change” means any material adverse change in the financial condition, operations or properties of the Company
and its Subsidiaries taken as a whole.


 


“Material
Adverse Effect” means a material adverse effect on (a) the financial condition, operations or properties of the Company
and its Subsidiaries taken as a whole, (b) the rights and remedies of the Agent or any Lender under this Agreement or any Note
or (c) the ability of the Company to perform its obligations under this Agreement or any Note.


 


“Material
Subsidiary” means each Subsidiary of the Company that is a “significant subsidiary” as defined in Regulation
S-X of the Securities Act of 1933.


 


“New Lender”
means, for purposes of Section 2.05(c), an Eligible Assignee (which may be a Lender) selected by the Company with (in the case
of a New Lender that is not already a Lender) prior consultation with the Agent.


 


“Non-Consenting
Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all
affected Lenders in accordance with the terms of Section 8.01 and (ii) has been approved by the Required Lenders.


 


“Non-Defaulting
Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Note”
means a Revolving Credit Note.


 


“Notice of
Revolving Credit Borrowing” has the meaning specified in Section 2.02(a).


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Person”
means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association,
joint venture, limited liability company or other entity, or a


 




     8


     


    

government
or any political subdivision or agency thereof.


 


“Principal
Property” means any single manufacturing or processing plant, office building, warehouse or portion thereof owned or
leased by the Company or a Restricted Subsidiary other than a plant, office building, warehouse or portion thereof which, in the
reasonable opinion of the Company’s Board of Directors, is not of material importance to the business conducted
by the Company and its Restricted Subsidiaries as an entirety.


 


“Reference
Bank Rate” has the meaning specified in Section 8.08.


 


“Reference
Banks” means Citibank, N.A., JPMorgan Chase Bank, N.A. and any other Lender approved by the Company and the Agent that
agrees to serve as a Reference Lender (and, in each case, any successors thereof).


 


“Register”
has the meaning specified in Section 8.07(d).


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.


 


“Replacement
Lender” has the meaning specified in Section 2.06(b).


 


“Required
Lenders” means at any time (i) Lenders having more than 50% of the aggregate amount of the Commitments, and (ii) if the
Commitments of the Lenders have been terminated, Lenders owed more than 50% of the then aggregate unpaid principal amount of the
Borrowings. The unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.


 


“Restricted
Subsidiary” means at any time any Subsidiary of the Company except a Subsidiary which is at the time an Unrestricted
Subsidiary.


 


“Revolving
Credit Advance” means an advance by a Lender to a Borrower as part of a Revolving Credit Borrowing and refers to a Base
Rate Advance or a Eurodollar Rate Advance (each of which shall be a “Type” of Revolving Credit Advance).


 


“Revolving
Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by each
of the Lenders pursuant to Section 2.01.


 


“Revolving
Credit Note” means a promissory note of a Borrower payable to the order of any Lender, in substantially the form of Exhibit
A hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Revolving Credit Advances made
by such Lender.


 


“Sanctioned
Country” means a country or region that is subject to comprehensive territorial sanctions administered by OFAC (currently
Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“SDN List”
means the Specially Designated Nationals and Blocked Persons list maintained by OFAC.


 


“Subsidiary”
of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which)
more than 50% of (a) the issued and outstanding Voting Stock of such corporation or limited liability company (irrespective of
whether at the time capital stock or membership interests of any other class or classes of such corporation or limited liability
company shall


 




     9


     


    

or
might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership
or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled
by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.


 


“Syndication
Agent” means each of JPMorgan Chase Bank, N.A. and Bank of America, N.A., in its capacity as a syndication agent.


 


“Termination
Date” means the earlier of (a) June 6, 2021, subject to the extension thereof pursuant to Section 2.06(b) and (b) the
date of termination in whole of the Commitments pursuant to Section 2.05(a) or 6.01; provided, however, that, in
connection with any extension requested pursuant to Section 2.06(b), if the Company elects to maintain the Termination Date
of the Commitments of the Declining Lenders pursuant to clause (3) of Section 2.06(b), the Termination Date of any such Declining
Lenders shall be the Termination Date in effect immediately prior to the applicable Extension Date for all purposes of this Agreement;
provided, further in each case that if any such date is not a Business Day, the relevant Termination Date of such
Lender shall be the immediately preceding Business Day.


 


“Termination
Letter” has the meaning specified in Section 2.17(b).


 


“Type”
has the meaning specified in the definition of “Revolving Credit Advance”.


 


“United States
Person” has the meaning specified in Section 7701 of the Internal Revenue Code.


 


“Unrestricted
Subsidiary” means any Subsidiary of the Company (not at the time designated a Restricted Subsidiary) (i) the major part
of whose business consists of finance, banking, credit, leasing, insurance, financial services, or other similar operations, or
any continuation thereof, (ii) substantially all the assets of which consist of the capital stock of one or more such Subsidiaries
or (iii) designated as such by the Company’s Board of Directors.


 


“Voting Stock”
means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such
Person, even if the right so to vote has been suspended by the happening of such a contingency.


 


“Write-Down
and Conversion Powers” has the meaning specified in Section 8.15.


 


Section 1.02   Computation
of Time Periods.


 


In this Agreement in
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including” and the words “to” and “until” each mean “to but excluding”.


 


Section 1.03   Accounting
Terms.


 


All accounting terms
not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States
consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) (“GAAP”).


 




     10


     


    

ARTICLE II



AMOUNTS AND TERMS OF THE ADVANCES


 


Section 2.01   The
Revolving Credit Advances.


 


Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances in US dollars to the Company and any
Borrowing Subsidiary from time to time on any Business Day during the period from the Effective Date until the Termination Date
applicable to such Lender in an aggregate amount not to exceed at any time outstanding such Lender’s Commitment. Each Revolving
Credit Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall
consist of Revolving Credit Advances of the same Type made on the same day by the Lenders ratably according to their respective
Commitments. Within the limits of each Lender’s Commitment, each Borrower may borrow under this Section 2.01, prepay pursuant
to Section 2.10 and reborrow under this Section 2.01.


 


Section 2.02   Making
the Revolving Credit Advances.


 


(a)   Each
Revolving Credit Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on (x) the third
Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting
of Eurodollar Rate Advances, or (y) the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing
consisting of Base Rate Advances, by the Company (on its own behalf and on behalf of any Borrowing Subsidiary) to the Agent, which
shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Revolving Credit Borrowing (a “Notice
of Revolving Credit Borrowing”) shall be by telecopier, confirmed promptly in writing, in substantially the form of Exhibit
B hereto, specifying therein the requested (i) date of such Revolving Credit Borrowing, (ii) Type of Advances constituting such
Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing, (iv) in the case of a Revolving Credit Borrowing
consisting of Eurodollar Rate Advances, initial Interest Period for each such Revolving
Credit Advance and (v) name of the relevant Borrower (which shall be the Company or a Borrowing Subsidiary). Each Lender
shall, before 1:00 P.M. (New York City time) on the date of such Revolving Credit Borrowing, make available for the account of
its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such
Lender’s ratable portion of such Revolving Credit Borrowing. After the Agent’s receipt of such funds and upon fulfillment
of the applicable conditions set forth in Article III, the Agent will make such same day funds
available to the relevant Borrower at such Borrower’s account at the Agent’s address referred to in Section 8.02.


 


(b)   Anything
in subsection (a) above to the contrary notwithstanding, (i) the Company may not select Eurodollar Rate Advances for any Revolving
Credit Borrowing if the aggregate amount of such Revolving Credit Borrowing is less than $25,000,000 or if the obligation of the
Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate
Advances may not be outstanding as part of more than twelve separate Revolving Credit Borrowings.


 


(c)   Each
Notice of Revolving Credit Borrowing shall be irrevocable and binding on the relevant Borrower. In the case of any Revolving Credit
Borrowing that the related Notice of Revolving Credit Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Company
shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on
or before the date specified in such Notice of Revolving


 




     11


     


    

Credit Borrowing
for such Revolving Credit Borrowing the applicable conditions set forth in Article III, including, without limitation, any
loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender
to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Revolving Credit
Advance, as a result of such failure, is not made on such date.


 


(d)   Unless
the Agent shall have received notice from a Lender prior to the time of any Revolving Credit Borrowing that such Lender will not
make available to the Agent such Lender’s ratable portion of such Revolving Credit Borrowing, the Agent may assume that such
Lender has made such portion available to the Agent on the date of such Revolving Credit Borrowing in accordance with subsection
(a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date
a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent,
such Lender and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid
to the Agent, at (i) in the case of a Borrower, the interest rate applicable at the time to Revolving Credit Advances constituting
such Revolving Credit Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Credit Advance as part of
such Revolving Credit Borrowing for purposes of this Agreement and shall be made available in same day funds to the relevant Borrower’s
account at the Agent’s address referred to in Section 8.02.


 


(e)   The
failure of any Lender to make the Revolving Credit Advance to be made by it as part of any Revolving Credit Borrowing shall not
relieve any other Lender of its obligation, if any, hereunder to make its Revolving Credit Advance on the date of such Revolving
Credit Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Advance to
be made by such other Lender on the date of any Revolving Credit Borrowing.


 


Section 2.03   [Reserved].


 


Section 2.04   Fees.


 


(a)   Commitment
Fee. The Company agrees to pay to the Agent for the account of each Lender a commitment fee on the aggregate amount of such
Lender’s unused portion of the Commitment from the Effective Date in the case of each Initial Lender and from the effective
date specified in the Assignment and Assumption pursuant to which it became a Lender in the case of each other Lender until the
Termination Date applicable to such Lender (on a daily basis) at a rate per annum equal to 0.060%, payable in arrears quarterly
on the last day of each June, September, December and March, commencing September 30, 2016, and, as to any Lender, on the Termination
Date applicable to such Lender.


 


(b)   Agent’s
Fees. The Company shall pay to the Agent for its own account such fees as may from time to time be agreed between the Company
and the Agent.


 


Section 2.05   Termination,
Reduction or Increase of Commitments.


 


(a)   The
Company shall have the right, upon at least three Business Days’ notice to


 




     12


     


    

the Agent,
to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders; provided
that each partial reduction shall be in the aggregate amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof
and provided, further that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount that
is less than the aggregate principal amount of the Advances then outstanding.


 


(b)   If
any Lender (i) shall make a demand under Section 2.11 or 2.14 or (ii) is a Defaulting Lender or Non-Consenting Lender, the Company
shall have the right, upon at least three Business Days’ notice, to terminate in full the Commitment of such Lender or to
demand that such Lender assign to one or more Persons all of its rights and obligations under this Agreement in accordance with
Section 8.07. If the Company shall elect to terminate in full the Commitment of any Lender pursuant to this Section 2.05(b), the
Company shall pay to such Lender, on the effective date of such Lender’s Commitment termination, an amount equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment
of such principal amount and all other amounts payable to such Lender under this Agreement, whereupon such Lender shall cease to
be a party hereto.


 


(c)   (i)
From time to time (but not more than three times in any period of 365 days), the Company may propose to increase the aggregate
amount of the Commitments by an aggregate amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof (a “Proposed
Aggregate Commitment Increase”) in the manner set forth below, provided that:


 


(1)   no
Default shall have occurred and be continuing either as of the applicable Increase Notice Date (as hereinafter defined) or as of
the related Increase Date (as hereinafter defined); and


 


(2)   after
giving effect to any such increase, the aggregate amount of the Commitments shall not exceed $4,500,000,000.


 


(ii)   From
time to time (but not more than three times in any period of 365 days), the Company may request an increase in the aggregate amount
of the Commitments by delivering to the Agent a notice (an “Increase Notice”; the date of delivery thereof to
the Agent being the “Increase Notice Date”) specifying (1) the Proposed Aggregate Commitment Increase, (2) the
proposed date (the “Increase Date”) on which the Commitments would be so increased (which Increase Date may
not be fewer than 30 days after the Increase Notice Date) and (3) the New Lenders, if any, to whom the Company desires to offer
the opportunity to commit to all or a portion of the Proposed Aggregate Commitment Increase. The Agent shall in turn promptly notify
each Lender of the Company’s request by sending each Lender a copy of such notice.


 


(iii)   Not
later than the date five days after the Increase Notice Date, the Agent shall notify each New Lender, if any, identified in the
related Increase Notice of the opportunity to commit to all or any portion of the Proposed Aggregate Commitment Increase. Each
such New Lender may irrevocably commit to all or a portion of the Proposed Aggregate Commitment Increase (such New Lender’s
“Proposed New Commitment”) by notifying the Agent (which shall give prompt notice thereof to the Company) before
11:00 A.M. (New York City time) on the date that is 10 days after the Increase Notice Date; provided that:


 







(1)   the
Proposed New Commitment of each New Lender shall be in


 




     13


     


    

an amount
not less than $25,000,000; and


 


(2)   each
New Lender that submits a Proposed New Commitment shall enter into an agreement in form and substance satisfactory to the Company
and the Agent pursuant to which such New Lender shall undertake a Commitment (and, if any such New Lender is already a Lender,
its Commitment shall be in addition to such Lender’s Commitment hereunder on such date), and shall pay to the Agent a processing
and recordation fee of $3,500.


 


(iv)   If,
and only if, the aggregate Proposed New Commitments of all of the New Lenders shall be less than the Proposed Aggregate Commitment
Increase, then (unless the Company otherwise requests) the Agent shall, on or prior to the date that is 15 days after the Increase
Notice Date, notify each Lender of the opportunity to so commit to all or any portion of the Proposed Aggregate Commitment Increase
not committed to by New Lenders pursuant to Section 2.05(c)(iii). Each Lender may, if, in its sole discretion, it elects to do
so, irrevocably offer to commit to all or a portion of such remainder (such Lender’s “Proposed Increased Commitment”)
by notifying the Agent (which shall give prompt notice thereof to the Company) not later than 11:00 A.M. (New York City time)
on the date five days before the Increase Date.


 


(v)   (1)
If the aggregate amount of Proposed New Commitments and Proposed Increased Commitments (such aggregate amount, the “Total
Committed Increase”) equals or exceeds $25,000,000, then, subject to the conditions set forth in Section 2.05(c)(i):


 


(A)   effective
on and as of the Increase Date, the aggregate amount of the Commitments shall be increased by the Total Committed Increase (provided
that the aggregate amount of the Commitments shall in no event be increased pursuant to this Section 2.05(c) to more than $4,500,000,000)
and shall be allocated among the New Lenders and the Lenders as provided in Section 2.05(c)(vi); and


 


(B)   on the
Increase Date, if any Revolving Credit Advances are then outstanding, the Company shall borrow Revolving Credit Advances from all
or certain of the Lenders and/or (subject to compliance by the Company with Section 8.04(c)) prepay Revolving Credit Advances of
all or certain of the Lenders such that, after giving effect thereto, the Revolving Credit Advances (including, without limitation,
the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes New Lenders) ratably in accordance
with their respective Commitments.


 


(2)   If
the Total Committed Increase is less than $25,000,000, then the aggregate amount of the Commitments shall not be changed pursuant
to this Section 2.05(c).


 


(vi)   The
Total Committed Increase shall be allocated among New Lenders having Proposed New Commitments and Lenders having Proposed Increased
Commitments, if any, as follows:


 


(1)   If
the Total Committed Increase shall be at least $25,000,000 and


 




     14


     


    

less than
or equal to the Proposed Aggregate Commitment Increase, then (x) the initial Commitment of each New Lender shall be such New Lender’s
Proposed New Commitment and (y) the Commitment of each Lender shall be increased by such Lender’s Proposed Increased Commitment,
if any.


 


(2)   If
the Total Committed Increase shall be greater than the Proposed Aggregate Commitment Increase, then the Total Committed Increase
shall be allocated:


 


(x)   first
to New Lenders (to the extent of their respective Proposed New Commitments) in such a manner as the Company shall agree; and


 


(y)   then
to Lenders on a pro rata basis based on the ratio of each Lender’s Proposed Increased Commitment (if any) to the aggregate
amount of the Proposed Increased Commitments of all of the Lenders.


 


(vii)   No
increase in the Commitments contemplated hereby shall become effective until the Agent shall have received (x) Revolving Credit
Notes payable to each New Lender and each other Lender whose Commitment is being increased to the extent such New Lender or Lender
has requested such a Revolving Credit Note pursuant to Section 2.13(e), and (y) evidence satisfactory to the Agent (including an
update of the opinion of counsel provided pursuant to Section 3.01(g)(iv)) that such increases in the Commitments, and borrowings
thereunder, have been duly authorized by all necessary corporate and other action on the part of the Company.


 


Section 2.06   Repayment
of Revolving Credit Advances; Extension of Termination Date.


 


(a)   Each
Borrower shall repay to the Agent for the ratable account of each Lender on the Termination Date applicable to such Lender the
aggregate principal amount of the Revolving Credit Advances made to such Borrower by such Lender then outstanding, and all accrued
but unpaid interest in connection therewith and all fees and all other amounts due hereunder.


 


(b)   The
Company may, by written notice to the Agent (which shall promptly notify the Lenders) not more than 60 nor less than 30 days prior
to each anniversary of the date hereof (such anniversary date following such notice under this Section 2.06(b), the “Extension
Date”), request that the Termination Date then in effect (the “Existing Termination Date”) be extended
for a period of one year, which notice shall specify the Company’s election to exercise the option set forth as clause (2)
below or the option set forth as clause (3) below; provided that the Company shall not exercise its option under clause
(3) below more than twice. If a Lender agrees, acting in its sole discretion, to so extend its Commitment under this Section 2.06(b)
(each such Lender, an “Extending Lender”), it will notify the Agent, in writing, of its decision to do so not
more than 30 nor less than 20 days before the Extension Date; it being understood that failure to give such notice shall be deemed
a decision not to extend. If any Lender fails to accept the Company’s request for extension of the Termination Date under
this Section 2.06(b) (each such Lender, a “Declining Lender”), the Company shall have the right, prior to the
Extension Date, to require any Declining Lender to assign in full its rights and obligations under this Agreement to an Eligible
Assignee (including any Extending Lender) designated by the Company that agrees to accept all of such rights and obligations and
agrees to such extension (a “Replacement Lender”), provided that (i) such assignment is otherwise
in compliance with Section 8.07, (ii) such Declining Lender receives payment in full of the principal amount of all Advances owing
to such


 




     15


     


    

Declining
Lender, together with accrued interest thereon to the date of such payment of principal and all other amounts payable to such Declining
Lender under this Agreement and (iii) any such assignment shall be effective on the Extension Date. If (A) there are no Declining
Lenders or all of the Declining Lenders are replaced by Replacement Lenders as set forth above and (B) no Default shall have occurred
and be continuing immediately prior to the Extension Date, the Termination Date shall be extended by one year (except that, if
the date on which the Termination Date is to be extended is not a Business Day, such Termination Date as so extended shall be the
next preceding Business Day), and the Agent shall promptly notify the Company of such extension. If there are any Declining Lenders
that are not replaced in accordance with the terms above, the Company may at its option by written notice to the Agent prior to
the Extension Date (which shall promptly notify the Lenders) (1) withdraw its request for an extension and the Existing Termination
Date will remain in effect as to all Lenders or (2) provided that no Default shall have occurred and be continuing immediately
prior to the Extension Date, on the Extension Date pay any such Declining Lenders in full for all principal, interest and other
amounts owing to such Declining Lender under this Agreement, reduce the aggregate Commitments of the Lenders by the amount of the
Commitment of such Declining Lenders, and extend the Termination Date for one year at the reduced aggregate Commitment amount or
(3) provided that no Default shall have occurred and be continuing immediately prior to the Extension Date, on the Extension
Date extend the Termination Date for one year with respect to the Commitments of the Extending Lenders (except that, if the date
on which the Termination Date is to be extended is not a Business Day, such Termination Date as so extended shall be the next preceding
Business Day) and maintain the Termination Date of the Commitments of the Declining Lenders as of the Existing Termination Date.


 


Section 2.07   Interest
on Revolving Credit Advances.


 


Each Borrower shall
pay interest on the unpaid principal amount of each Revolving Credit Advance made to such Borrower owing to each Lender from the
date of such Revolving Credit Advance until such principal amount shall be paid in full, at the following rates per annum:


 


(a)   Base
Rate Advances. During such periods as such Revolving Credit Advance is a Base Rate Advance, a rate per annum equal at all times
to the Base Rate in effect from time to time, payable in arrears quarterly on the last Business Day of each March, June, September
and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.


 


(b)   Eurodollar
Rate Advances. During such periods as such Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum equal at
all times during each Interest Period for such Revolving Credit Advance to the sum of (x) the Eurodollar Rate for such Interest
Period for such Revolving Credit Advance plus (y) the Credit Default Swap Spread applicable to such Interest Period, payable
in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each
day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such
Eurodollar Rate Advance shall be Converted or paid in full.


 


(c)   Default
Rate. Upon the occurrence and during the continuance of an Event of Default pursuant to Section 6.01(a), the principal of and,
to the extent permitted by law, interest on the Advances and any other amounts owing hereunder or under the other Loan Documents
(including without limitation fees and expenses) shall bear interest, payable on demand, at the Default Rate.


 




     16


     


    

Section 2.08   Interest
Rate Determination.


 


(a)   If
the Eurodollar Rate does not appear on the selected Service, each Reference Bank agrees to furnish to the Agent timely information
for the purpose of determining each Eurodollar Rate. If the Eurodollar Rate does not appear on the selected Service, and if any
one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such
interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference
Banks. The Agent shall give prompt notice to the Company and the Lenders of the applicable interest rate determined by the Agent
for purposes of Section 2.07 (it being understood that the Agent shall not be required to disclose to any party hereto (other than
the Company) any information regarding any Reference Bank or any Reference Bank Rate (as defined below), including, without limitation,
whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank).


 


(b)   If,
due to a major disruption in the interbank funding market with respect to any Eurodollar Rate Advances, the Required Lenders notify
the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Required
Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith
so notify the Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert
Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Company and the Lenders
that the circumstances causing such suspension no longer exist.


 


(c)   If
the Company shall fail to select the duration of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Company and
the Lenders and the Company will be deemed to have selected an Interest Period of one month.


 


(d)   On
the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances constituting any Borrowing shall be reduced,
by payment or prepayment or otherwise, to less than $10,000,000, such Advances shall automatically Convert into Base Rate Advances.


 


(e)   If
an Event of Default has occurred and is continuing and the Agent, at the request of the Required Lenders, so notifies the Company,
then, so long as an Event of Default is continuing, (i) each Eurodollar Rate Advance will automatically, on the last day of the
then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to
Convert Advances into, Eurodollar Rate Advances shall be suspended.


 


(f)   If
the Eurodollar Rate does not appear on the selected Service and fewer than two Reference Banks furnish timely information to the
Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances,


 


(i)   the
Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,


 


(ii)   each
such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance
(or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and


 




     17


     


    

(iii)   the
obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until
the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.


 


Section 2.09   Optional
Conversion or Continuation of Revolving Credit Advances.


 


The Company may on
any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion or continuation, and subject to the provisions of Sections 2.08 and 2.12, Convert all or
any part of the Revolving Credit Advances of one Type constituting the same Borrowing into Revolving
Credit Advances of the other Type or continue all or any part of the Advance of one Type constituting the same Borrowing
or Advances of the same Type; provided, however, that any Conversion of Eurodollar Rate
Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an
amount not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving Credit Advances shall result
in more separate Revolving Credit Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion or continuation
shall, within the restrictions specified above, specify (i) the date of such Conversion or continuation, (ii) the Revolving
Credit Advances to be Converted or continued, and (iii) if such Conversion is into Eurodollar
Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion or continuation shall
be irrevocable and binding on the Company.


 


Section 2.10   Optional
Prepayments of Revolving Credit Advances.


 


The Company may, upon
at least one Business Day’s notice, in the case of Base Rate Advances, and three Business Days’ notice, in the case
of Eurodollar Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such
notice is given the Company shall, prepay the outstanding principal amount of the Revolving Credit Advances constituting part of
the same Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment
on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the event of any such prepayment of a
Eurodollar Rate Advance, the Company shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c).


 


Section 2.11   Increased
Costs.


 


(a)   If,
due to either (i) the introduction of or any change in any law or regulation or in the interpretation or administration of any
law or regulation by any governmental authority charged with the interpretation or administration thereof or (ii) the compliance
with any guideline or request from any central bank or other governmental authority that would be complied with generally by similarly
situated banks acting reasonably (whether or not having the force of law and for the avoidance of doubt, including any changes
resulting from requests, rules, guidelines or directives concerning capital adequacy or liquidity issued after the date hereof
in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or promulgated after the date hereof 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 pursuant to Basel III), there shall be any increase in the cost to any Lender
of agreeing to make or making, funding or maintaining Eurodollar Rate Advances (except any reserve requirement contemplated by
Section 2.11(b) other than as set forth below) by an amount deemed by such Lender to be material, then the Company shall from time
to time, upon


 




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demand by
such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient
to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Company
and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.


 


(b)   If,
due to either (i) the introduction of or any change in or interpretation of any law or regulation or (ii) compliance with any guideline
or request from any central bank or other governmental or regulatory authority which becomes effective after the date hereof (for
the avoidance of doubt, including any changes resulting from requests, rules, guidelines or directives concerning capital adequacy
or liquidity issued after the date hereof in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or promulgated
after the date hereof 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 pursuant to Basel III, there shall be any
increase in the amount of capital or liquidity required or expected to be maintained by any Lender or any corporation controlling
such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s
Advances or commitment to lend and other commitments of this type by an amount deemed by such Lender to be material, then, upon
demand by such Lender (with a copy of such demand to the Agent), the Company shall pay to the Agent for the account of such Lender,
from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the
light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable
to the existence of such Lender’s Advances or commitment to lend hereunder. A certificate as to such amounts submitted to
the Company and the Agent by such Lender shall be conclusive and binding for all purposes as to the calculations therein, absent
manifest error. Such certificate shall be in reasonable detail and shall certify that the claim for additional amounts referred
to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions
with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be
required to disclose any confidential or proprietary information therein.


 


Section 2.12   Illegality.


 


Notwithstanding any
other provision of this Agreement, if any Lender shall notify the Agent (and provide to the Company an opinion of counsel to the
effect) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central
bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) each Eurodollar
Rate Advance made by such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears
interest at the rate set forth in Section 2.07(a), as the case may be, and (ii) the obligation of such Lender to make, or to Convert
Revolving Credit Advances into, Eurodollar Rate Advances shall be suspended until such Lender shall notify the Company and the
Agent that the circumstances causing such suspension no longer exist.


 


Section 2.13   Payments
and Computations; Evidence of Advances.


 


(a)   The
Borrowers shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) on the day when
due in U.S. dollars to the Agent at the Agent’s Account in same day funds without deduction, off-set or counterclaim except
as provided in Section 2.14. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal,
interest, commitment fees ratably (other than amounts payable pursuant


 




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to Section
2.02(c), 2.05(b), 2.06(b), 2.11, 2.14 or 8.04(c)) to the Lenders for the account of their respective Applicable Lending Offices,
and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment
and Assumption and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the
effective date specified in such Assignment and Assumption, the Agent shall make all payments hereunder and under the Notes in
respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall
make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.


 


(b)   All
computations of interest based on the Base Rate (determined pursuant to clause (a) of the definition thereof) and of commitment
fees shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest
based on the Eurodollar Rate or the Federal Funds Rate shall be made by the Agent on the basis of a year of 360 days, in each case
for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest
or fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.


 


(c)   Whenever
any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of
interest or fees, as the case may be; provided, however, that, if such extension would cause payment of interest
on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the
next preceding Business Day.


 


(d)   Unless
the Agent shall have received notice from the Company prior to the date on which any payment is due to the Lenders hereunder that
a Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent
on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount
equal to the amount then due such Lender. If and to the extent such Borrower shall not have so made such payment in full to the
Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon,
for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent,
at the Federal Funds Rate.


 


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


 




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Section 2.14   Taxes.


 


(a)   Each Lender is
exempt from any withholding tax imposed under the laws of the United States in respect of any fees, interest or other payments
to which it is entitled pursuant to this Agreement or the Notes (the “Income”) because (i) the Lender is a United
States Person; (ii) the Income is effectively connected with the conduct of a trade or business within the United States within
the meaning of Section 871 of the Internal Revenue Code; or (iii) the Income is eligible for an exemption by reason of a tax treaty.
The Agent is exempt from any withholding tax imposed under the laws of the United States in respect of the Income because the Agent
is a United States Person.


 


(b)   Each Lender that
is a United States Person shall, on or prior to the date it becomes a party hereto and from time to time thereafter if requested
in writing by the Company or the Agent, provide the Agent and the relevant Borrower with a properly completed and duly executed
Internal Revenue Service Form W-9, or any successor or other form provided by the Internal Revenue Service. Each Lender that is
not a United States Person (each, a “Foreign Lender”) shall, on or prior to the date it becomes a party hereto
and from time to time thereafter if requested in writing by the Company or the Agent, provide the Agent and the relevant Borrower
with a properly completed and duly executed Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY (accompanied by Internal
Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI, W-9 or other certification documents from each beneficial owner, as appropriate),
as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Foreign Lender
is exempt from or entitled to a reduced rate of United States withholding tax on any Income that is the subject of such forms.
If the relevant Borrower determines, based on the form provided by a Foreign Lender (or the failure to provide such a form) at
the time such Foreign Lender first becomes a party to this Agreement that a United States withholding tax rate in excess of zero
applies to payments made by such Borrower to the Foreign Lender under this Agreement, such Borrower shall be permitted to deduct
amounts from payments to such Foreign Lender to the extent required to pay withholding tax at such rate, and such amounts shall
be considered excluded from Taxes as defined in Section 2.14(c); provided, however, that,
if on the date of the Assignment and Assumption pursuant to which a Foreign Lender becomes a Foreign Lender, pursuant
to the Assignment and Assumption provisions of Article VIII, the Foreign Lender assignor was entitled to payments under Section
2.14(c) in respect of United States withholding tax paid at such date, then, to such extent, the term Taxes shall include (in addition
to Taxes that are imposed pursuant to a Change in Law (defined below) after the date of Assignment and Assumption) United States
withholding tax, if any, applicable with respect to the Foreign Lender assignee on such date. For the avoidance of doubt, the obligations
of any Borrower under Section 2.14 of this Agreement shall not be increased as the result of any assignment pursuant to Article
VIII of this Agreement with respect to United States withholding tax; provided, however, that the foregoing shall
not limit the obligation of any Borrower in respect of Taxes imposed as the result of any Change in Law after the date of the relevant
Assignment and Assumption.


 


(c)   Except
as set forth in Section 2.14(b) or as required by applicable law, any and all payments by any Borrower hereunder or under the
Notes shall be made free and clear of and without deduction for any withholding taxes imposed on a Lender (such withholding
taxes being hereinafter referred to as “Taxes”, which, for the avoidance of doubt,
shall exclude any Excluded Taxes). If any Borrower is required to deduct any Taxes from or in respect of any Income,
then: (i) the sum payable to such Lender shall be increased as may be necessary so that after making all required deductions
for such Taxes (including deductions applicable to additional sums payable under this Section 2.14) such Lender receives an
amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable law. Within 30 days after the date of any payment of Taxes by the Company pursuant to clause
(iii) of the preceding sentence, the Company shall furnish to the Agent, at its address referred to in Section 8.02, the
original or a certified


 




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copy of a receipt evidencing
payment thereof. Notwithstanding the foregoing, each Borrower shall be entitled to pay any Taxes in any lawful manner so as to
reduce any deductions and such Lender shall to the extent it is reasonably able provide any documentation or file any forms as
may be required by the Internal Revenue Service or any other governmental agency. In addition, if any Lender or the Agent (in lieu
of such Lender), as the case may be, is required to pay directly any Taxes because a Borrower cannot or does not legally or timely
do so, the Company shall indemnify such Lender or Agent for payment of such Taxes, without duplication of, or increase in, the
amount in respect of Taxes otherwise due to the Lender.


 


(d)   Notwithstanding
the foregoing, the sum payable to a Lender shall not be increased, and no indemnification payments shall be made, pursuant to Section
2.14(c) with respect to any United States federal withholding taxes the Borrower is required to deduct from or in respect of any
Income, except to the extent that (i) the Borrower is required to deduct such taxes as a result of the enactment, promulgation,
execution or ratification of, or any change in or amendment to, any United States law or any tax treaty (or in the application
or official interpretation of any law or any tax treaty) that occurs after the date a Lender first becomes a party to this Agreement
(a “Change in Law”) or (ii) such taxes are “Taxes” solely as a result of the application of the
proviso to the penultimate sentence of Section 2.14(b).


 


(e)   In addition, the
Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies (excluding any income or franchise taxes, business taxes or capital taxes of any nature) that arise from the execution or
delivery, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as “Other Taxes”).
If a Lender is required to pay directly Other Taxes because a Borrower cannot or does not legally or timely do so, the Company
shall indemnify such Lender for such payment of Other Taxes. Notwithstanding anything to the contrary in this Section 2.14, each
Lender shall upon the written request of and at the expense of the Company use reasonable efforts to change the jurisdiction of
its Applicable Lending Office if the making of such change would avoid the need for, or reduce the amount of, any such Other Taxes
that may thereafter accrue and would not, in the reasonable judgment of such Lender, cause imposition on such Lender of any material
legal or regulatory burdens.


 


(f)   To the extent
any Lender is entitled to any exemption or reduction of foreign withholding taxes, each Lender shall cooperate with each Borrower
by providing to the extent reasonably within its means any forms requested by such Borrower substantiating such reduction or exemption
from such foreign withholding taxes required by any governmental agency.


 


(g)   For any period
with respect to which a Lender has failed to comply with the requirements of subsection (b) or (f) relating to certain forms intended
to reduce withholding taxes (other than if such failure is due to a Change in Law that makes compliance with subsection (b) or
(f) unduly burdensome in the reasonable judgment of such Lender), such Lender shall not be entitled to indemnification under this
Section 2.14.


 


(h)   Upon a Change
in Law or the imposition of any Taxes, a Lender shall, upon the written request of and at the expense of the Company, use reasonable
efforts to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or
reduce the amount of, any such Taxes that may thereafter accrue and would not, in the reasonable judgment of such Lender, cause
the imposition on such Lender of any material legal or regulatory burdens.


 


(i)   Any
request by any Lender for payment of any amount under this Section 2.14 shall be accompanied by a certification that such Lender’s
claim for said amount is generally consistent with such Lender’s treatment of similarly situated customers of such Lender
whose transactions with such


 




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Lender are similarly
affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential
or proprietary information therein.


 


(j)   If
any Lender shall become aware, including by means of a request by the Borrower, that it is entitled to receive a refund (including,
for all purposes of this subsection (j), any refund in the form of a
credit from the jurisdiction imposing such Taxes or Other Taxes) in respect of Taxes or Other Taxes as to which it has
been indemnified by a Borrower pursuant to this Section 2.14, or with respect to which a Borrower has paid additional amounts pursuant
to this Section 2.14, it shall promptly notify such Borrower of the availability of such refund and shall, within 30 days after
receipt of a request by the Borrower (whether as a result of notification that it has made to a Borrower or otherwise) to seek
such refund, make a claim for such refund at such Borrower’s expense. No Lender shall seek a refund without such approval
by a Borrower. If a Lender receives a refund in respect of any Taxes or Other Taxes as to which it has been indemnified by a Borrower
pursuant to this Section 2.14, or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.14, it
shall promptly notify such Borrower of such refund and shall within 30 days from the date of receipt of such refund pay over the
amount of such refund to such Borrower to the extent of indemnity payments made, or additional amounts paid, by such Borrower under
this Section 2.14 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest paid or credited with respect
to such refund, net of all out-of-pocket expenses and net of any loss or gain realized in the conversion of such funds from one
to another currency incurred by the Agent of such Lender; provided that the Borrower, upon the request of the Agent or such
Lender, agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed with
respect to such Taxes or Other Taxes by the relevant governmental agency) to the Agent or such Lender in the event the
Agent or such Lender is required to repay such refund to such governmental agency. This subsection shall not be construed to require
the Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it reasonably deems
confidential) to the Borrower or any other Person.


 


(k)   If a payment made
to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail
to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal
Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and
at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested
by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and
to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment.  Solely for purposes of this subsection (k), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.   


 


(l)   Notwithstanding
anything to the contrary in this Agreement, the provisions of this Section 2.14 shall be the only provisions requiring the Company
or any of its Subsidiaries to bear the cost of (or arising from) any taxes otherwise borne by any Lender. For purposes of the preceding
sentence, “taxes” includes any tax, governmental fee or other like assessment or charge of any kind whatsoever (including,
but not limited to, withholding on amounts paid to or by the Company or its Subsidiaries), together with any interest, penalty,
addition to tax or additional amount imposed with respect thereto.


 


Section 2.15   Sharing
of Payments, Etc.


 


If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of


 




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any right of set-off,
or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.05(b), 2.06(b), 2.11, 2.14
or 8.04(c)) in excess of its ratable share thereof, such Lender shall forthwith purchase from the other Lenders such participations
in the Revolving Credit Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered
from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender
the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according
to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each
Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation
as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.


 


Section 2.16   Use
of Proceeds.


 


The proceeds of the
Advances shall be available (and the Company agrees that such proceeds shall be used) for general corporate purposes of the Company
and its Subsidiaries, including but not limited to working capital, capital investments and acquisitions. No Borrower shall knowingly
use the proceeds of any Advance to fund any activities or business (a) of or with any individual or entity that is included on
the SDN List or (b) in, or with the government of, any Sanctioned Country, except in the case of (a) or (b) to the extent licensed
by OFAC or otherwise permissible under U.S. law.


 


Section 2.17   Borrowings
by Borrowing Subsidiaries.


 


(a)   The
Company may, at any time or from time to time upon not less than 10 Business Days’ notice in the case of any Subsidiary so
designated after the Effective Date, designate one or more Subsidiaries as Borrowers hereunder by furnishing to the Agent a letter
(a “Designation Letter”) in duplicate, in substantially the form of Exhibit D, duly completed and executed
by the Company and such Subsidiary. The Agent shall promptly notify each Lender of the Company’s notice of such pending designation
by the Company and the identity of the Subsidiary. Following the giving of any notice pursuant to this Section 2.17(a), if the
designation of such Subsidiary obligates the Agent or any Lender to comply with “know your customer” or similar identification
procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the
request of the Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Agent or any
Lender in order for the Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know
your customer” or other similar checks under all applicable laws and regulations. Upon any such designation of a Subsidiary,
such Subsidiary shall be a Borrowing Subsidiary and a Borrower entitled to borrow Revolving Credit Advances on and subject to the
terms and conditions of this Agreement.


 


If
the Company shall designate as a Borrowing Subsidiary hereunder any Subsidiary not organized
under the laws of the United States or any State thereof, any Lender may, with notice to the
Agent and the Company, fulfill its Commitment by causing an Affiliate or a branch of such Lender to act as the Lender in respect
of such Borrowing Subsidiary.


 


As soon as practicable after
receiving notice from the Company or the Agent of the Company’s intent to designate a Subsidiary as a Borrowing Subsidiary,
and in any event no later than five Business Days after the delivery of such notice, if such Borrowing Subsidiary is organized
under


 




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the laws of a jurisdiction other
than of the United States or a political subdivision thereof, any Lender that may not legally lend to, establish credit for the
account of and/or do any business whatsoever with such Borrowing Subsidiary directly or through an Affiliate or a branch of such
Lender as provided in the immediately preceding paragraph (a “Protesting Lender”) shall so notify the Company
and the Agent in writing. With respect to each Protesting Lender, the Company shall, effective on or before the date that such
Borrowing Subsidiary shall have the right to borrow hereunder, either (A) notify the Agent and such Protesting Lender that the
Commitments of such Protesting Lender shall be terminated; provided that such Protesting Lender shall have received payment
of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable
to it hereunder, from the assignee Lender (to the extent of such outstanding principal and accrued interest and fees) or the Company
or the relevant Borrowing Subsidiary (in the case of all other amounts), or (B) cancel its request to designate such Subsidiary
as a “Borrowing Subsidiary” hereunder.


 


(b)   If
all principal of and interest on all Advances made to any Borrowing Subsidiary have been paid in full, the Company may terminate
the status of such Borrowing Subsidiary as a Borrower hereunder by furnishing to the Agent a letter (a “Termination Letter”)
in substantially the form of Exhibit E, duly completed and executed by the Company. Any Termination Letter furnished hereunder
shall be effective upon receipt by the Agent, which shall promptly notify the Lenders, whereupon the Lenders shall, upon payment
in full of all amounts owing by such Borrower hereunder, promptly deliver to the Company (through the Agent) the Notes, if any,
of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Borrower shall
not terminate (i) any obligation of such Borrower that remains unpaid at the time of such delivery (including without limitation
any obligation arising thereafter in respect of such Borrower under Section 2.11 or 2.14) or (ii) the obligations of the Company
under Article IX with respect to any such unpaid obligations; provided that if the status of such Borrowing Subsidiary has
been terminated as aforesaid because the Company has sold or transferred its interest in such Subsidiary, and the Company so certifies
to the Agent at the time of the delivery of such Termination Letter, and subject to payment of said principal and interest, (A)
such Subsidiary shall automatically, upon the effectiveness of the delivery of such Termination Letter and certification, cease
to have any obligation under this Agreement or the Notes and (B) the Company shall automatically be deemed to have unconditionally
assumed, as primary obligor, and hereby agrees to pay and perform, all of such obligations.


 


Section 2.18   License
Agreement and CDS Data.


 


(a)   The
Agent hereby notifies the Company and the Lenders that it has entered into a licensing agreement (the “Licensing Agreement”)
with Markit, pursuant to which Markit will provide to the Agent for each Business Day a composite end of day credit default swap
spread for the one (1) year credit default swap spread of the Company (the “CDS Data”) that the Agent will use
to determine the Credit Default Swap Spread. The Agent hereby further notifies the Company and the Lenders that, pursuant to the
Licensing Agreement, (i) the CDS Data will be provided by Markit on an “as is” basis, without express or implied warranty
as to accuracy, completeness, title, merchantability or fitness for a particular purpose, (ii) Markit has no liability to the Agent
for any inaccuracies, errors or omissions in the CDS Data, except in the event of its gross negligence, fraud or willful misconduct,
(iii) the CDS Data, as provided by Markit, constitutes confidential information (and each Lender agrees to treat such information
in confidence to the same extent and in the same manner as such Lender is required to hold Confidential Information pursuant to
Section 8.08 hereof), (iv) the CDS Data, as provided by Markit, may be used by the Agent, the Company and the Lenders solely for
the purposes of this Agreement and (v) Markit and the Agent, except in each case in the event of its gross negligence,


 




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fraud or
willful misconduct, shall have no liability whatsoever to either the Company or any Lender or any client of a Lender, whether in
contract, in tort, under a warranty, under statute or otherwise, in respect of any loss or damage suffered by the Company, such
Lender or client as a result of or in connection with any opinions, recommendations, forecasts, judgments or any other conclusions,
or any course of action determined, by such Lender or any client of such Lender based on the CDS Data. Each of the Company and
the Lenders (other than BNPP, in its capacity as the Agent, which is a party thereto) agrees that it shall not be a third party
beneficiary of the Licensing Agreement and shall have no rights or obligations thereunder.


 


(b)   The
CDS Data shall be made available to the Company pursuant to procedures agreed upon by the Company and the Agent. The Company agrees
that it will use reasonable efforts (e.g., procedures substantially comparable to those applied by the Company in respect of non-public
information as to the business of the Company) to keep confidential the CDS Data and the related materials provided by Markit pursuant
to the Licensing Agreement to the extent that the same is not and does not become publicly available.


 


(c)   It
is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and that the Licensing
Agreement provides that Markit shall be entitled to injunctive relief to restrain any such breach, threatened or actual.


 


(d)   The
Company acknowledges that each of the Agent and the Lenders from time to time may conduct business with and may be a shareholder
of Markit and that each of the Agent and the Lenders may have from time to time the right to appoint one or more directors to the
board of directors of Markit.


 


Section 2.19   Defaulting
Lenders.


 


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


 


(i)   Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in the definition of Required Lenders.


 


(ii)   Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Agent hereunder for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise) or received by the
Agent from a Defaulting Lender pursuant to Section 8.05 shall be applied at such time or times as may be determined by the Agent
as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second,
as the Company may request (so long as no Default exists), to the funding of any Advance in respect of which such Defaulting Lender
has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; third, if so determined
by the Agent and the Company, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s
potential future funding obligations with respect to Advances under this Agreement; fourth, so long as no Default exists,
to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by
the Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;
and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided


 




     26


     


    

that if (x)
such payment is a payment of the principal amount of any Advances in respect of which such Defaulting Lender has not fully funded
its appropriate share, and (y) such Advances were made at a time when the conditions set forth in Section 3.02 were satisfied or
waived, such payment shall be applied solely to pay the Advances of all Non-Defaulting Lenders on a pro rata basis prior to being
applied to the payment of any Advances owed to, such Defaulting Lender until such time as all Advances are held by the Lenders
pro rata in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender
that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.19 shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


(iii)   Commitment
Fees. No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting
Lender (and the Company shall not be required to pay any such fee that otherwise would have been required to have been paid to
that Defaulting Lender).


 


(b)   Defaulting
Lender Cure. If the Company and the Agent agree in writing that a Lender is no longer a Defaulting Lender, the Agent will so
notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Advances of the other Lenders
or take such other actions as the Agent may determine to be necessary to cause the Advances to be held pro rata by the Lenders
in accordance with the Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a
Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties,
no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising
from that Lender’s having been a Defaulting Lender.


 


ARTICLE III



CONDITIONS TO EFFECTIVENESS AND LENDING


 


Section 3.01   Conditions
Precedent to Effectiveness.


 


This Agreement shall
become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent
have been satisfied:


 


(a)   As
of the Effective Date, there shall have occurred no Material Adverse Change since December 26, 2015 that has not been publicly
disclosed.


 


(b)   As
of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any
of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator
that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof
or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation
of the transactions contemplated hereby.


 


(c)   As
of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated
hereby, if any, shall have been


 




     27


     


    

obtained
(without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect.


 


(d)   As
of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents,
the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent).


 


(e)   On
the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate
signed by a duly authorized officer of the Company, dated the Effective Date, stating that:


 


(i)   The
representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and


 


(ii)   No
event has occurred and is continuing that constitutes a Default.


 


(f)   The
Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory
to the Agent:


 


(i)   To the
extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order
of each Lender.


 


(ii)   Certified
copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents
evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including,
without limitation, copies of the articles of incorporation and bylaws of the Company.


 


(iii)   A
certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers
of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.


 


(iv)   Favorable
opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders.


 


(v)   An executed
copy of this Agreement from each party hereto.


 


(g)   The
Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the
Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing
under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby
waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.


 


Section 3.02   Conditions
Precedent to Each Revolving Credit Borrowing.


 


The obligation of each
Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing shall be subject to the conditions
precedent that the Effective Date shall have occurred and on the date of such Revolving Credit Borrowing:


 


(a)   the
following statements shall be true (and each of the giving of the applicable


 




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Notice of
Revolving Credit Borrowing and the acceptance by any Borrower of the proceeds of such Revolving Credit Borrowing shall constitute
a representation and warranty by the Company and such Borrower that on the date of such Borrowing such statements are true):


 


(i)   The
representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection
(e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are correct on and as of the date of such Revolving
Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom,
as though made on and as of such date, and


 


(ii)   No
event has occurred and is continuing, or would result from such Revolving Credit Borrowing or from the application of the proceeds
therefrom, that constitutes a Default; and


 


(b)   the
Agent shall have received the Notice of Revolving Credit Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary,
the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents,
resolutions and legal opinions relating to such Borrowing Subsidiary as the Agent may reasonably require.


 


Section 3.03   Determinations
Under Section 3.01.


 


For purposes of determining
compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted
or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received
written notice from such Lender prior to the proposed Effective Date, as notified by the Company to the Lenders, specifying its
objection thereto. The Agent shall promptly notify the Lenders and the Company of the occurrence of the Effective Date.


 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


 


Section 4.01   Representations
and Warranties of the Company.


 


The Company represents and warrants
as follows:


 


(a)   The
Company is a corporation duly organized and validly existing under the laws of the State of North Carolina.


 


(b)   The
execution, delivery and performance by the Company of this Agreement and the Notes, if any, and the consummation of the transactions
contemplated hereby, are within the Company’s corporate powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) the Company’s articles of incorporation or by-laws or (ii) in any material respect, any law or
any material contractual restriction binding on or affecting the Company.


 


(c)   No
authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or
any other third party is required, other than those that have been obtained prior to the date hereof and remain in effect, for
the due execution, delivery and performance by the Company of this Agreement or the Notes.


 




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(d)   This
Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Company.
This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Company
enforceable against the Company in accordance with their respective terms.


 


(e)   The
Consolidated balance sheet of the Company and its Subsidiaries as at December 26, 2015, and the related Consolidated statements
of income and cash flows and common shareholders’ equity of the Company and its Subsidiaries for the fiscal year then ended,
accompanied by an opinion of KPMG LLP, independent registered public accounting firm, present fairly, in all material respects,
the Consolidated financial condition of the Company and its Subsidiaries as at such date and the Consolidated results of the operations
of the Company and its Subsidiaries for the year ended on such date, all in accordance with United States generally accepted accounting
principles consistently applied. Since December 26, 2015, there has been no Material Adverse Change that has not been publicly
disclosed prior to the date hereof.


 


(f)   There
is no pending or, to the Company’s knowledge, threatened, action, suit, investigation, litigation or proceeding affecting
the Company before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse
Effect that has not been publicly disclosed prior to the date hereof or (ii) would reasonably be likely to affect the legality,
validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.


 


(g)   The
Company is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning
of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to
purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in
violation of the margin rules.


 


(h)   Neither
the Company nor any of its Borrowing Subsidiaries is or is required to be registered as an “investment company” as
such term is defined in the Investment Company Act of 1940, as amended.


 


(i)   No
Borrower is included on the SDN List or is located or organized in a Sanctioned Country.


 


ARTICLE V



COVENANTS OF THE COMPANY


 


Section 5.01   Affirmative
Covenants.


 


So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the Company will:


 


(a)   Compliance
with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws, rules,
regulations and orders, such compliance to include, without limitation, compliance with ERISA, Environmental Laws and Anti-Corruption
Laws, except where failure so to comply would not, and would not be reasonably likely to, have a Material Adverse Effect, and maintain
in effect and enforce policies and procedures reasonably designed to ensure compliance with such laws, rules regulations and orders
in all material respects.


 




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(b)   Payment
of Taxes, Etc. Except where failure to do so would not, and would not be reasonably likely to, have a Material Adverse Effect,
pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid,
might by law become a Lien upon its property. Notwithstanding the preceding sentence, neither the Company nor any of its Subsidiaries
shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to
its property and becomes enforceable against its other creditors and such contested payment would be reasonably likely to have
a Material Adverse Effect.


 


(c)   Preservation
of Corporate Existence, Etc. (i) Preserve and maintain its corporate existence; provided, however, that the Company
may consummate any merger or consolidation permitted under Section 5.02(b); and (ii) preserve and maintain, and cause each of its
Material Subsidiaries to preserve and maintain, its rights (charter and statutory) and franchises; provided, however,
that neither the Company nor any of its Material Subsidiaries shall be required to preserve any right or franchise if the Board
of Directors of the Company or such Material Subsidiary shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company or such Material Subsidiary, as the case may be, and that the loss thereof is not disadvantageous
in any material respect to the Company, such Material Subsidiary or the Lenders.


 


(d)   Reporting
Requirements. Furnish to the Agent:


 


(i)   as soon
as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company,
the Consolidated balance sheet of the Company and its Subsidiaries as of the end of such quarter and Consolidated statements of
income and cash flows of the Company and its Subsidiaries for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter, duly certified (subject to year-end audit adjustments) by the chief financial officer of the
Company as having been prepared in accordance with GAAP, it being agreed that delivery of the Company’s Quarterly Report
on Form 10-Q will satisfy this requirement;


 


(ii)   as
soon as available and in any event within 90 days after the end of each fiscal year of the Company, a copy of the annual audit
report for such year for the Company and its Consolidated Subsidiaries, containing the Consolidated balance sheet of the Company
and its Subsidiaries as of the end of such fiscal year and Consolidated statements of income and cash flows of the Company and
its Subsidiaries for such fiscal year, in each case accompanied by an opinion by KPMG LLP or other independent public accountants,
it being agreed that delivery of the Company’s Annual Report on Form 10-K will satisfy this requirement;


 


(iii)   as
soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement,
a statement of the chief financial officer of the Company setting forth details of such Default and the action that the Company
has taken and proposes to take with respect thereto; and


 


(iv)   promptly
after the sending or filing thereof copies of all annual reports and proxy solicitations that the Company sends to any of its security
holders, and copies


 




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of all reports
on Form 8-K that the Company or any Subsidiary files with the Securities and Exchange Commission.


 


Reports and financial statements
required to be delivered by the Company pursuant to this subsection (d) shall be deemed to have been delivered on the date on which
the Company posts such reports, or reports containing such financial statements, on its website on the Internet at www.pepsico.com,
at www.sec.gov or at such other website identified by the Company in a notice to the Agent and that is accessible by the Lenders
without charge.


 


Section 5.02   Negative
Covenants.


 


So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the Company will not:


 


(a)   Secured
Debt. Create or suffer to exist, or permit any of its Restricted Subsidiaries to create or suffer to exist, any Debt secured
by a Lien on (i) any Principal Property, (ii) any shares of stock of a Restricted Subsidiary or (iii) any Debt of any Restricted
Subsidiary unless the Company or such Restricted Subsidiary secures or causes such Restricted Subsidiary to secure the Advances
and all other amounts payable under this Agreement and the Notes equally and ratably with such secured Debt, so long as such secured
Debt shall be so secured, unless after giving effect thereto the aggregate amount of all such Debt so secured does not exceed 15%
of Consolidated Net Tangible Assets at such time, provided that the foregoing restriction does not apply to Debt secured
by:


 


(i)   Liens
existing prior to the date hereof;


 


(ii)   Liens
on property of, or on shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted
Subsidiary;


 


(iii)   Liens
in favor of the Company or any Restricted Subsidiary;


 


(iv)   Liens
in favor of any governmental bodies to secure progress or advance payments;


 


(v)   Liens
on property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation)
or to secure the payment of all or any part of the purchase price thereof or construction thereon or to secure any Debt incurred
prior to, at the time of, or within 120 days after the later of the acquisition, the completion of construction, or the commencement
of full operation of such property or within 120 days after the acquisition of such shares or Debt for the purpose of financing
all or any part of the purchase price thereof or construction thereon; and


 


(vi)   any
extension, renewal or refunding referred to in the foregoing clauses (i) to (v), inclusive.


 


Notwithstanding the foregoing,
neither the Company nor any Restricted Subsidiary shall be required to secure the Advances or any other amount payable under this
Agreement with more than 65% of the capital stock (as measured by vote or value) of, or any of the assets of, any “controlled
foreign corporation,” within the meaning of Section 957(a) of the Code unless other Debt of the Company or any Restricted
Subsidiary is so secured.


 




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(b)   Mergers,
Etc. Consolidate or merge with or into any other corporation, or convey or transfer all or substantially all of its properties
and assets to, any Person unless:


 


(i)   either
(A) the Company shall be the continuing corporation or (B) the corporation formed by such consolidation or into which the Company
is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company
shall be a corporation that (1) has obtained a rating on its long-term indebtedness of A- or higher from Standard & Poor’s
Financial Services LLC and Aa3 or higher from Moody’s Investors Service, Inc., (2) is organized and existing under the laws
of the United States of America or any State thereof or the District of Columbia and (3) shall expressly assume the Company’s
obligations under this Agreement pursuant to documentation in form and substance reasonably satisfactory to the Agent; and


 


(ii)   immediately
prior to and after giving effect to such transaction, no Default shall have occurred and be continuing.


 


The requirement of
Section 5.02(b)(i)(A) will not apply to any merger or consolidation of the Company with or into an Affiliate solely for the purpose
of reincorporating the Company in a jurisdiction referred to in Section 5.02(b)(i)(B)(2). In any case in which the Company is merged
or consolidated in accordance with this Section 5.02(b), the Company shall provide to each Lender such information as such Lender
may reasonably request to satisfy “know your customer” and similar requirements.


 


ARTICLE VI



EVENTS OF DEFAULT


 


Section 6.01   Events
of Default.


 


If any of the following
events (“Events of Default”) shall occur and be continuing:


 


(a)   Any
Borrower shall fail to pay any principal of, or interest on, any Advance or to make any other payment under this Agreement or any
Note, in each case within five Business Days after the same becomes due and payable; or


 


(b)   Any
representation or warranty made by the Company herein or by any Borrower in connection with this Agreement (including without limitation
by any Borrowing Subsidiary pursuant to any Designation Letter) shall prove to have been incorrect in any material respect when
made; or


 


(c)   (i)
The Company shall fail to perform or observe any term, covenant or agreement contained in Sections 5.01(d) or 5.02, or (ii) the
Company shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed
or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Agent or any Lender; or


 


(d)   The
Company or any of its Material Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding
in a principal or notional amount of at least $500,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Company
or


 




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such Material
Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating
to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the
effect of such event or condition is to accelerate the maturity of such Debt; or any such Debt shall be declared to be due and
payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased
or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the
stated maturity thereof; or


 


(e)   The
Company or any of its Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall
be instituted by or against the Company or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property
and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed
or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry
of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any of its Material Subsidiaries shall take any corporate action
to authorize any of the actions set forth above in this subsection (e); or


 


(f)   Any
judgment or order for the payment of money in excess of $500,000,000 shall be rendered against the Company or any of its Material
Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii)
there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not
be an Event of Default under this Section 6.01(f) if and for so long as (i) the amount of such judgment or order is covered by
a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which
shall be rated at least “A” by A.M. Best Company, has been notified of, and has not disputed the claim made for payment
of, the amount of such judgment or order; or


 


(g)   Any
event, action or condition with respect to an employee benefit plan of the Company subject to Title IV of ERISA results in any
penalty or action pursuant to ERISA that has a Material Adverse Effect;


 


then, and in any such event, the Agent
(i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Company, declare the obligation of
each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate and (ii) shall at the request, or may
with the consent, of the Required Lenders, by notice to the Company declare the Advances, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby
expressly waived by the Company; provided, however, that in the event of an actual or deemed entry of an order for
relief with respect to the Company under the Federal Bankruptcy Code, (A) the obligation of each Lender to make


 




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Advances shall automatically be terminated
and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment,
protest or any notice of any kind, all of which are hereby expressly waived by the Company.


 


ARTICLE VII



THE AGENT


 


Section 7.01   Appointment
and Authority. 


 


Each of the Lenders
hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes
the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. Except as expressly provided herein, the provisions
of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall not have rights as a third-party
beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any
other Loan Documents (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of
market custom, and is intended to create or reflect only an administrative relationship between contracting parties. The Agent
agrees to give to each Lender prompt notice of each notice given to it by the Company pursuant to the terms of this Agreement.


 


Section 7.02   Rights
as a Lender. 


 


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


 


Section 7.03   Exculpatory
Provisions.


 


(a) The Agent shall
not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder
shall be administrative in nature. Without limiting the generality of the foregoing, the Agent:


 


(i)   shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(ii)   shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan
Documents); provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its
counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any debtor


 




     35


     


    

relief law
or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief
law; and


 


(iii)   shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by
the Person serving as the Agent or any of its Affiliates in any capacity.


 


(b)   The Agent shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under
the circumstances as provided in Sections 8.01 and 6.01), or (ii) in the absence of its own gross negligence, bad faith or willful
misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Agent shall be deemed not
to have knowledge of any Default unless and until notice describing such Default is given to the Agent in writing by the Company
or a Lender.


 


(c)   The Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction
of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to the Agent.


 


Section 7.04   Reliance
by Agent.


 


The Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may
rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance
that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory
to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Advance.
The Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.


 


Section 7.05   Indemnification.


 


The Lenders agree to
indemnify the Agent (to the extent not reimbursed by the Company), ratably according to the respective outstanding principal amounts
of the Revolving Credit Advances then made by each of them (or if no Revolving Credit Advances are at the time outstanding, ratably
according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on,
incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted
by the Agent under this Agreement; provided that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties,


 




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actions, judgments,
suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct. Without limitation
of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights
or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Company.


 


Section 7.06   Delegation
of Duties.


 


The Agent may perform
any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Agent and approved by the Company. The Agent and any such sub-agent may perform any and all of
its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent. The Agent shall not be
responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines
in a final and non appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such
sub-agents.


 


Section 7.07   Resignation
of Agent.


 


(a) The Agent may at
any time give notice of its resignation to the Lenders and the Company. Upon receipt of any such notice of resignation, the Required
Lenders shall have the right to appoint a successor approved by the Company, which shall be a bank with an office in the United
States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation
(or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the
retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications
set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such
notice on the Resignation Effective Date.


 


(b)   If the Person
serving as Agent is a Defaulting Lender pursuant to clause (e) of the definition thereof, the Required Lenders may, to the extent
permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Agent and appoint a successor
approved by the Company. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”),
then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.


 


(c) With effect from
the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations
provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as
the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents. The fees payable by the Company to a successor Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Agent’s resignation
or removal hereunder and under the other Loan Documents,


 




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the provisions of this
Article (and, as to the Agent, Section 8.04) shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or
removed Agent was acting as Agent.


 


Section 7.08   Non-Reliance
on Agent and Other Lenders.


 


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


 


Section 7.09   Syndication
Agent and Lead Arrangers.


 


Without prejudice to
the obligations of the Agent hereunder, the Syndication Agent and Lead Arrangers, in their capacities as such, have no duties,
obligations or responsibilities under this Agreement.


 


ARTICLE VIII



MISCELLANEOUS


 


Section 8.01   Amendments,
Etc.


 


No amendment or waiver
of any provision of this Agreement or the Revolving Credit Notes, nor consent to any departure by any Borrower therefrom, shall
in any event be effective unless the same shall be in writing and signed by the Company and the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders affected thereby, do
any of the following: (a) waive any of the conditions specified in Section 3.01, (b) increase the Commitment of a Lender or subject
a Lender to any additional obligations, (c) reduce the principal of, or rate of interest on, the Revolving Credit Advances or any
fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Revolving
Credit Notes or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Revolving Credit Notes, or the number of Lenders, that shall be required for the Lenders or any of them
to take any action hereunder, (f) release the guarantee as set forth in Section 9.01, (g) modify Section 2.15 or any other provision
of this Agreement that relates to the pro rata treatment of the Lenders hereunder or (h) amend this Section 8.01; and provided,
further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders
required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note.


 


Section 8.02   Notices,
Etc.


 


(a)   All
notices and other communications provided for hereunder shall be either (x) in writing (including telecopier communication) and
mailed, telecopied, or delivered or (y) as and to the extent set forth in Section 8.02(b) and in the proviso to this Section 8.02(a),
if to any Borrower, to the Company at its address at 700 Anderson Hill Road, Purchase, New York 10577,


 




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Attention:
Assistant Treasurer, Telecopier No. (914) 253-3303, with a copy to General Counsel, Telecopier No. (914) 253-3123; if to any Initial
Lender, at its Domestic Lending Office set forth in its Administrative Questionnaire; if to any other Lender, at its Domestic Lending
Office specified in the Assignment and Assumption pursuant to which it became a Lender; and if to the Agent, at the Agent’s
Address; or, as to the Company or the Agent, at such other address as shall be designated by such party in a written notice to
the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to
the Company and the Agent, provided that materials required to be delivered pursuant to Section 5.01(d) shall be delivered
to the Agent as specified in the last sentence of Section 5.01(d). All such notices and communications mailed or sent by hand or
overnight courier service shall be deemed to have been given when received; notices and communications sent by telecopier shall
be deemed to have been given when sent (except that, if not received during normal business hours for the recipient, shall be deemed
to have been received at the opening of business on the next business day for the recipient). The Company and the Agent may agree
to accept notice and other communications by electronic means pursuant to procedures approved by both parties.


 


(b)   The
Company agrees that the Agent may make any written information, documents, instruments and other written materials that have been
provided to the Agent pursuant to the terms hereof (collectively, the “Communications”) available to the Lenders
by posting such notices on Intralinks or a substantially similar electronic system (the “Platform”). The Company
acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available”
and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or
the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty
of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular
purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent or any of its
Affiliates in connection with the Platform.


 


(c)   Each
Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) received by it during its normal
business hours specifying that any Communications have been posted to the Platform shall constitute effective delivery of such
information, documents or other materials to such Lender for purposes of this Agreement; provided that if requested by any
Lender the Agent shall deliver a copy of the Communications to such Lender by e-mail or telecopier. Each Lender agrees (i) to notify
the Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic transmission (including
by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from time to time thereafter
to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such
e-mail address.


 


Section 8.03   No
Waiver; Remedies.


 


No failure on the part
of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided
by law.


 




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Section 8.04   Costs
and Expenses.


 


(a)   The
Company agrees to pay on demand all reasonable costs and expenses of the Agent and the Lenders, if any (including, without limitation,
reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise)
of this Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable fees
and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this Section 8.04(a).


 


(b)   The
Company agrees to indemnify and hold harmless the Agent and each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages,
losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred
by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or
in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or
in connection with the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances, whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors,
shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified
Party’s gross negligence or willful misconduct. No Indemnified Party shall be liable for any damages arising from the use
by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in
connection with this Agreement. No party hereto shall have any liability to any other party hereto for any indirect, punitive or
consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith
or therewith.


 


(c)   If
any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender
other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section
2.08(d) or (e), 2.10 or 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01 or for any other reason, or
if any Eurodollar Rate Advance is assigned on any day other than the last day of an Interest Period therefor as a result of a request
by Company pursuant to Section 2.05 or 8.07, the Company shall, upon demand by such Lender (with a copy of such demand to the Agent),
pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs
or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss, cost
or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain
such Advance.


 


(d)   Without
prejudice to the survival of any other agreement of any Borrower hereunder, the agreements and obligations of the Company contained
in Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder
and under the Notes and the termination of this Agreement.


 


Section 8.05   Right
of Set-off.


 


Upon (i) the occurrence
and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified
by Section 6.01 to authorize the Agent to declare


 




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the Advances due and
payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to
or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing
under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement
or such Note and although such obligations may be unmatured, provided that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application
in accordance with the provisions of Section 2.19 and, pending such payment, shall be segregated by such Defaulting Lender from
its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender shall provide
promptly to the Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it
exercised such right of setoff. Each Lender agrees promptly to notify the Company after any such set-off and application, provided
that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and
its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender and its Affiliates may have.


 


Section 8.06   Binding
Effect.


 


This Agreement shall
become effective on the Effective Date and thereafter shall be binding upon and inure to the benefit of the Company, each Borrowing
Subsidiary (if any), the Agent and each Lender and their respective successors and assigns, except that other than in accordance
with Section 5.02(b), the Company shall not assign its rights and obligations hereunder or any interest herein without the prior
written consent of all of the Lenders.


 


Section 8.07   Assignments
and Participations.


 


(a)   Each
Lender may, upon ten days’ notice to the Agent and with the prior consent of the Company (which consent shall not be unreasonably
withheld or delayed) and, if demanded by the Company pursuant to Section 2.05 (b) or 2.06(b), upon at least 20 Business Days’
notice to such Lender and the Agent, will assign to one or more Persons all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment, the Revolving Credit Advances owing to it and the
Revolving Credit Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a
Person that, immediately prior to such assignment, was a Lender or an affiliate of a Lender, or an assignment of all of a Lender’s
rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event
be less than $10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result
of a demand by the Company pursuant to this Section 8.07(a) shall be arranged by the Company after consultation with the Agent
and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment
of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together
cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make
any such assignment as a result of a demand by the Company pursuant to this Section 8.07(a) unless and until such Lender shall
have received one or more payments from either the Company or one or more Eligible Assignees in an aggregate amount at least equal
to the aggregate outstanding principal amount of the Advances owing to such Lender, together with


 




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accrued interest
thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, (vi)
the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as
defined in clause (d) below), an Assignment and Assumption, together with any Revolving Credit Note requested pursuant to Section
2.13(e) subject to such assignment and a processing and recordation fee of $3,500, and (vii) the Eligible Assignee shall complete,
execute and deliver to the Borrowers and Agent the appropriate tax form pursuant to Section 2.14. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each Assignment and Assumption and upon compliance with
clause (vii) of the previous sentence, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder
and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto); provided that an assigning Lender’s rights to
indemnification and reimbursement pursuant to Section 8.04 and its rights and obligations under Sections 2.11 and 2.14 shall survive
assignment hereunder.


 


Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle
(an “SPV”) of such Granting Lender, identified as such in writing from time to time by the Granting Lender to
the Agent and the Company, the option to provide to the Borrowers all or any part of any Advance that such Granting Lender would
otherwise be obligated to make to the Borrowers pursuant to Section 2.01, provided that (i) nothing herein shall constitute
a commitment by any SPV to make any Advance, (ii) if an SPV elects not to exercise such option or otherwise fails to provide all
or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii)
the Borrowers may bring any proceeding against either the Granting Lender or the SPV in order to enforce any rights of the Borrowers
hereunder. The making of an Advance by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent,
and as if, such Advance were made by the Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for any payment
under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender
makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against,
such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws
of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding
anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Company
or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting
Lender or to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support (if
any) with respect to commercial paper issued by such SPV to fund such Advances and such SPV may disclose, on a confidential basis,
confidential information with respect to the Company and its Subsidiaries to any rating agency, commercial paper dealer or provider
of a surety, guarantee or credit liquidity enhancement to such SPV. This paragraph may not be amended without the consent of any
SPV at the time holding Advances under this Agreement.


 




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(b)   By
executing and delivering an Assignment and Assumption, the Lender assignor thereunder and the assignee thereunder confirm to and
agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption, such
assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under
or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender
makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Assumption; (iv) such assignee will, independently and without reliance
upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with
such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance
with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.


 


(c)   Upon
its receipt of an Assignment and Assumption executed by an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Revolving Credit Note or Notes subject to such assignment, the Agent shall, if such Assignment and
Assumption has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Assumption,
(ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company. The relevant
Borrower, at its own expense, shall if so requested pursuant to Section 2.13(e) execute and deliver to the Agent in exchange for
the surrendered Revolving Credit Note a new Revolving Credit Note to the order of such Eligible Assignee in an amount equal to
the Commitment assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender has retained a Commitment
hereunder, a new Revolving Credit Note to the order of the assigning Lender in an amount equal to the Commitment retained by it
hereunder. Such new Revolving Credit Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount
of such surrendered Revolving Credit Note or Notes, shall be dated the effective date of such Assignment and Assumption and shall
otherwise be in substantially the form of Exhibit A hereto.


 


(d)   The
Agent acting solely for this purpose as an agent of the relevant Borrower shall maintain at its address referred to in Section
8.02 if such address is within the United States and, if not, at one of its offices located within the United States a copy of
each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of
the Lenders and, with respect to Lenders, the Commitment of, and principal amount of the Advances owing to, each Lender from time
to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest
error, and each Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for inspection by the Company or any Lender, as to its Commitment,
at any reasonable


 




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time and
from time to time upon reasonable prior notice.


 


(e)   Each
Lender may, with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed), upon notice to
the Agent, sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes
held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without
limitation, its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of
this Agreement, (iv) the Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement and (v) no participant under any such participation
shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure
by any Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest
on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone
any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation or release the Company from its obligations hereunder, including, without limitation,
its obligations under Article IX. Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary
agent of the relevant Borrower, maintain a register at one of its offices located within the United States on which it enters the
name and address of each participant and the Commitment of, and principal amount of the Advances owing to, each participant from
time to time (the “Participant Register”); provided that no Lender shall have any obligation to disclose all
or any portion of the Participant Register to any Person (including the identity of any participant or any information relating
to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document)
except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation
is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register
shall be conclusive and binding, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement.


 


(f)   Any
Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or participant any information relating to any Borrower furnished
to such Lender by or on behalf of any Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed
assignee or participant shall agree to preserve the confidentiality of any Confidential Information relating to the Borrowers received
by it from such Lender.


 


(g)   Notwithstanding
any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of
its rights under this Agreement (including, without limitation, the Advances owing to it and the Note or Notes held by it), in
favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System
or any other central bank having jurisdiction over such Lender.


 


Section 8.08   Confidentiality.


 


Neither the Agent nor
any Lender shall disclose any Confidential Information to any Person without the consent of the Company, other than (a) to the
Agent’s or such Lender’s Affiliates and their


 




     44


     


    

officers, directors,
employees, agents and advisors and to actual or prospective assignees and participants, and then only on a confidential basis,
(b) as required by any law, rule or regulation or judicial process, (c) to any rating agency when required by it, provided
that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information
relating to the Borrowers received by it from such Lender, (d) as requested or required by any state, federal or foreign authority
or examiner regulating banks or banking or any regulatory authority (including any self-regulatory authority), (e) 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 and (f) disclosures of information pertaining to this Agreement of the sort routinely provided by arrangers
to data service providers, including league table providers, that serve the lending industry; provided that such disclosure
is limited to information identifying the Company, the type, amount and maturity of the credit facility established hereby and
the roles and titles of the Lead Arrangers, Agent and Syndication Agent named on the cover hereof (and excluding any confidential
information relating to the business of the Company).


 


In
addition, the Agent may disclose to any agency or organization that assigns standard identification numbers to loan facilities
such basic information describing the facilities provided hereunder as is necessary to assign unique identifiers (and, if requested,
supply a copy of this Agreement), it being understood that the Person to whom such disclosure is made will be informed of the
confidential nature of such information and instructed
to make available to the public only such information as such person normally makes available in the course of its business of
assigning identification numbers.


 


The Agent agrees to
provide to the Company each interest rate that is furnished by any Reference Bank to the Agent pursuant to Section 2.08 (each,
a “Reference Bank Rate”). At the time such information is provided, the Agent may advise the Company in writing that
such information is to be treated by the Company as confidential information pursuant to this Section 8.08, in which event the
Company shall exercise the same degree of care to maintain the confidentiality of such Reference Bank Rate(s) as the Company accords
its own confidential information. Notwithstanding the foregoing, (i) the Company may disclose any actual interest rate payable
under this Agreement, and (ii) the Company may disclose any Reference Bank Rate (a) to its Affiliates and to its and its Affiliates’
officers, directors, employees, agents and advisors and to actual or prospective assignees, and then only on a confidential basis,
(b) as consented to by the applicable Reference Bank, (c) as required by any law, rule or regulation or judicial process, (d) 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, (e) to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency
shall undertake to preserve the confidentiality of any such information, (f) as requested or required by any state, federal or
foreign authority or examiner regulating the Company or any of its Subsidiaries or any regulatory authority (including any self-regulatory
authority) or (g) to the extent such Reference Bank Rate becomes publicly available other than as a result of a breach of this
paragraph.


 


Section 8.09   Governing
Law. 


 


This Agreement and
the other Loan Documents and any claims, controversy, dispute or cause
of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any
other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and
the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of
the State of New York.


 


Section 8.10   Execution
in Counterparts.


 


This Agreement may
be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which


 




     45


     


    

taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


Section 8.11   Jurisdiction,
Etc.


 


(a)   Each
of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding
of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Agent, any Lender
or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating
hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States
District Court of the Southern District of New York, and any appellate court from any thereof,
and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims
in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest
extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such
action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that any party hereto
may otherwise have to bring any action or proceeding to enforce a judgment relating to this Agreement or any other Loan Document
against any other party hereto or its properties in the courts of any jurisdiction.


 


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


 


(c)   Each
party hereto irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing in this Agreement
will affect the right of any party hereto to serve process in any other manner permitted by applicable law


 


Section 8.12   WAIVER
OF JURY TRIAL.


 


EACH BORROWER, THE
AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NOTES OR THE ACTIONS OF THE AGENT OR ANY LENDER
IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


 


Section 8.13   USA
PATRIOT Act Notice.


 


Each Lender and the
Agent (for itself and not on behalf of any Lender) hereby notifies the Company that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify
and record information that identifies the Company, which information includes the name and address of the Company and other information
that will allow such Lender or the Agent, as applicable, to identify the Company in accordance with the Act.


 




     46


     


    

Section
8.14   No Fiduciary Duties. 


 


The Company acknowledges
that the Agent, the Lenders and their respective Affiliates may have economic interest that conflict with those of the Company
and its Subsidiaries. The Company agrees that in connection with all aspects of the transactions contemplated hereby and any communications
in connection therewith, the Company and its Affiliates, on the one hand, and the Agent, the Lenders and their respective Affiliates,
on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the
part of the Agent, the Lenders or their respective Affiliates and no such duty will be deemed to have arisen in connection with
any such transactions or communications.


 


Section 8.15   Acknowledgement
and Consent to Bail-In of EEA Financial Institutions


 


Notwithstanding anything
to the contrary in this Agreement, any Note or in any other agreement, arrangement or understanding among any such parties with
respect to the subject matter hereof, each party hereto acknowledges that any liability of any EEA Financial Institution arising
under this Agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)   the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)   the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)   a reduction
in full or in part or cancellation of any such liability;


 


(ii)   a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement;
or


 


(iii)   the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


In the event a Lender
has been notified by an EEA Resolution Authority that it has or may be subject to a Bail-In Action, it shall immediately notify
the Agent who shall in turn promptly notify the Company.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


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


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 




     47


     


    

“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an
institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which
is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


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


 


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


 


ARTICLE IX



GUARANTEE


 


Section 9.01   Guarantee.


 


The Company hereby
unconditionally and irrevocably guarantees to each Lender and the Agent and their respective successors and assigns the prompt
payment in full when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the principal of
and interest on the Advances to and the Notes of (to the extent of the principal of and interest on Advances made to) each Borrowing
Subsidiary and all other amounts whatsoever from time to time now or hereafter owing to the Lenders or the Agent or any of them
by any Borrowing Subsidiary under this Agreement pursuant to such Borrowing Subsidiary’s Designation Letter, in each case
strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”).
The Company hereby further agrees that if any Borrowing Subsidiary shall fail to pay in full when due (whether at stated maturity,
by acceleration, by mandatory prepayment or otherwise) any of the Guaranteed Obligations, the Company will promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance
with the terms of such extension or renewal.


 


Section 9.02   Obligations
Unconditional.


 


(a)   The
obligations of the Company under this Article IX, and the obligations (if any) of the Company assumed pursuant to Section
2.17(b), are unconditional irrespective of (i) the value, genuineness, legality, validity, regularity or enforceability of any
of the Guaranteed Obligations, (ii) any modification, amendment or variation in or addition to the terms of any of the Guaranteed
Obligations or any covenants in respect thereof or any security therefor, (iii) any extension of time for performance or waiver
of performance of any covenant of any Borrowing


 




     48


     


    

Subsidiary
or any failure or omission to enforce any right with regard to any of the Guaranteed Obligations, (iv) any exchange, surrender,
release of any other guaranty of or security for any of the Guaranteed Obligations, or (v) any other circumstance whatsoever which
may or might constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent hereof that the
obligations of the Company under this Article IX shall be absolute and unconditional under any and all circumstances.


 


(b)   The
Company hereby expressly waives diligence, presentment, demand, protest and all notices whatsoever with regard to any of the Guaranteed
Obligations and said obligations assumed under Section 2.17(b) and any requirement that the Agent or any Lender exhaust any right,
power or remedy or proceed against any Borrowing Subsidiary or any other Person hereunder or under the Designation Letter of such
Borrowing Subsidiary or under any Note of such Borrowing Subsidiary or any other guarantor of or any security for any of the Guaranteed
Obligations. The obligations of the Company under this Article IX constitute a guarantee of payment and not of collection.


 


Section 9.03   Reinstatement.


 


The guarantee in this
Article IX shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Borrowing
Subsidiary in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder(s) of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.


 


Section 9.04   Subrogation.


 


Until the termination
of the Commitments and the payment in full of the principal of and interest on the Advances and all other amounts payable to the
Agent or any Lender hereunder, the Company hereby irrevocably waives all rights of subrogation or contribution, whether arising
by operation of law (including, without limitation, any such right arising under the Federal Bankruptcy Code) or otherwise, by
reason of any payment by it pursuant to the provisions of this Article IX.


 


Section 9.05   Remedies.


 


The Company agrees
that, as between the Company on the one hand and the Lenders and the Agent on the other hand, the obligations of any Borrowing
Subsidiary guaranteed under this Agreement may be declared to be forthwith due and payable, or may be deemed automatically to have
been accelerated, as provided in Article VI, for purposes of Section 9.01 hereof notwithstanding any stay, injunction or other
prohibition (whether in a bankruptcy proceeding affecting such Borrowing Subsidiary or otherwise) preventing such declaration as
against such Borrowing Subsidiary and that, in the event of such declaration or automatic acceleration such obligations (whether
or not due and payable by such Borrowing Subsidiary) shall forthwith become due and payable by the Company for purposes of said
Section 9.01.


 


Section 9.06   Continuing
Guarantee.


 


The guarantee in this
Article IX is a continuing guarantee and shall apply to all Guaranteed Obligations whenever arising.


 


[Remainder of Page Intentionally
Left Blank]


 








     49


     


    




IN WITNESS WHEREOF, each of the parties hereto
has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.


 


	PEPSICO, INC.	 
	 	 	 
	 	 	 
	By:	 /s/ Kenneth Smith	 
	Name:	 Kenneth Smith	 
	Title:	 Senior Vice President, Finance and Treasurer	 
	 	 	 
	 	 	 
	 	 	 
	By:	 /s/ Ada Cheng	 
	Name:	 Ada Cheng	 
	Title:	 Vice President and Assistant Treasurer	 





    
PepsiCo 5-Year Credit Agreement Signature Page
 



     


    

	CITIBANK, N.A.	 
	as Agent	 
	 	 	 
	 	 	 
	By:	 /s/ Lisa Huang	 
	Name:	 Lisa Huang	 
	Title:	 Vice President	 
	 	 	 
	Initial Lenders	 
	 	 	 
	CITIBANK, N.A.	 
	 	 	 
	 	 	 
	By:	 /s/ Lisa Huang	 
	Name:	 Lisa Huang	 
	Title:	 Vice President	 
	 	 	 
	 	 	 
	BANK OF AMERICA, N.A.	 
	 	 	 
	 	 	 
	By:	 /s/ J. Casey Cosgrove	 
	Name:	 J. Casey Cosgrove	 
	Title:	 Director	 
	 	 	 
	 	 	 
	JPMORGAN CHASE BANK, N.A.	 
	 	 	 
	 	 	 
	By:	 /s/ Tony Yung	 
	Name:	 Tony Yung	 
	Title:	 Executive Director	 
	 	 	 
	 	 	 
	BNP PARIBAS	 
	 	 	 
	 	 	 
	By:	 /s/ Pamela J. Fitton	 
	Name:	 Pamela J. Fitton	 
	Title:	 Managing Director	 
	 	 	 
	By:	 /s/ Melissa Dyki	 
	Name:	 Melissa Dyki	 
	Title:	 Director	 





    
PepsiCo 5-Year Credit Agreement Signature Page
 



     


    

	DEUTSCHE BANK AG NEW YORK BRANCH	 
	 	 	 
	 	 	 
	By:	 /s/ Ming K. Chu	 
	Name:	 Ming K. Chu	 
	Title:	 Director	 
	 	 	 
	By:	 /s/ Virginia Cosenza	 
	Name:	 Virginia Cosenza	 
	Title:	 Vice President	 
	 	 	 
	 	 	 
	GOLDMAN SACHS BANK USA	 
	 	 	 
	 	 	 
	By:	 /s/ Rebecca Kratz	 
	Name:	 Rebecca Kratz	 
	Title:	 Authorized Signatory	 
	 	 	 
	 	 	 
	HSBC BANK USA, NATIONAL ASSOCIATION	 
	 	 	 
	 	 	 
	By:	 /s/ Thomas A. Foley	 
	Name:	 Thomas A. Foley	 
	Title:	 Managing Director	 
	 	 	 
	 	 	 
	MIZUHO BANK, LTD.	 
	 	 	 
	 	 	 
	By:	 /s/ Tracy Rahn	 
	Name:	 Tracy Rahn	 
	Title:	 Authorized Signatory	 
	 	 	 
	 	 	 
	MORGAN STANLEY BANK, N.A.	 
	 	 	 
	 	 	 
	By:	 /s/ Michael King	 
	Name:	 Michael King	 
	Title:	 Authorized Signatory	 





    
PepsiCo 5-Year Credit Agreement Signature Page
 



     


    

	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH	 
	 	 	 
	 	 	 
	By:	 /s/ Cristina Cignoli	 
	Name:	 Cristina Cignoli	 
	Title:	 Vice President	 
	 	 	 
	By:	 /s/ Cara Younger	 
	Name:	 Cara Younger	 
	Title:	 Director	 
	 	 	 
	 	 	 
	UBS AG, STAMFORD BRANCH	 
	 	 	 
	 	 	 
	By:	 /s/ Darlene Arias	 
	Name:	 Darlene Arias	 
	Title:	 Director	 
	 	 	 
	By:	 /s/ Craig Pearson	 
	Name:	 Craig Pearson	 
	Title:	 Associate Director	 
	 	 	 
	 	 	 
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED	 
	 	 	 
	 	 	 
	By:	 /s/ Robert Grillo	 
	Name:	 Robert Grillo	 
	Title:	 Director	 
	 	 	 
	 	 	 
	BANK OF CHINA, NEW YORK BRANCH	 
	 	 	 
	By:	 /s/ Haifeng Xu	 
	Name:	 Haifeng Xu	 
	Title:	 Executive Vice President	 
	 	 	 
	 	 	 
	BARCLAYS BANK PLC	 
	 	 	 
	By:	 /s/ Luke Syme	 
	Name:	 Luke Syme	 
	Title:	 Assistant Vice President	 





    
PepsiCo 5-Year Credit Agreement Signature Page
 



     


    

	THE BANK OF NEW YORK MELLON	 
	 	 	 
	 	 	 
	By:	 /s/ Thomas J. Tarasovich, Jr.	 
	Name:	 Thomas J. Tarasovich, Jr.	 
	Title:	 Vice President	 
	 	 	 
	 	 	 
	ING BANK N.V., DUBLIM BRANCH	 
	 	 	 
	By:	 /s/ Shaun Hawley	 
	Name:	 Shaun Hawley	 
	Title:	 Director	 
	 	 	 
	By:	 /s/ Sean Hassett	 
	Name:	 Sean Hassett	 
	Title:	 Director	 
	 	 	 
	 	 	 
	PNC BANK NATIONAL ASSOCIATION	 
	 	 	 
	By:	 /s/ Michael Richards	 
	Name:	 Michael Richards	 
	Title:	 Senior Vice President	 
	 	 	 
	 	 	 
	RBC ROYAL BANK	 
	 	 	 
	 	 	 
	By:	 /s/ Alexandre Charron	 
	Name:	 Alexandre Charron	 
	Title:	 Vice President	 
	 	National Client Group – Finance	 
	 	RBC Royal Bank	 
	 	 	 
	 	 	 
	SOCIETE GENERALE	 
	 	 	 
	 	 	 
	By:	 /s/ Linda Tam	 
	Name:	 Linda Tam	 
	Title:	 Director	 




 


  


	THE NORTHERN TRUST COMPANY	 
	 	 	 
	 	 	 
	By:	 /s/ Sophia Love	 
	Name:	 Sophia Love	 
	Title:	 Senior Vice President	 





    
PepsiCo 5-Year Credit Agreement Signature Page
 



     


    

	TORONTO-DOMINION (TEXAS) LLC	 
	 	 	 
	 	 	 
	By:	 /s/ Annie Dorval	 
	Name:	 Annie Dorval	 
	Title:	 Authorized Signatory	 
	 	 	 
	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 
	 	 	 
	 	 	 
	By:	 /s/ Kenneth Gorski	 
	Name:	 Kenneth Gorski	 
	Title:	 Vice President	 









    
PepsiCo 5-Year Credit Agreement Signature Page
 



     


    




Schedule
I


 


Agent’s
Address


 


Citibank,
N.A.





1615
Brett Road, Building #3 


New Castle,
Delaware 19720


 


Attention:
Bank Loan Syndications





Telecopier
No.: (646) 274-5080


Telephone No   (302) 894-6010


 


 


 




     


    


    

Exhibit A
to


 Credit
Agreement


 


FORM OF REVOLVING
CREDIT NOTE


 


Dated: __________,
20__


 


FOR
VALUE RECEIVED, the undersigned, PEPSICO, INC., a North Carolina corporation (the “Borrower”), HEREBY PROMISES
TO PAY to the order of _____________________ (the “Lender”) for the account of its Applicable Lending Office
on the Termination Date (each as defined in the Credit Agreement referred to below) the principal amount of the Revolving Credit
Advances made by the Lender to the Borrower pursuant to the Five-Year Credit Agreement dated as of June 6, 2016 among the Borrower,
the Lender and certain other lenders parties thereto, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended
or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein
defined) outstanding on the Termination Date.


 


The
Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving
Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified
in the Credit Agreement.


 


Both
principal and interest are payable in lawful money of the United States of America to Citibank, N.A., as Agent, at the Agent’s
Account, in same day funds for the account of the Lender. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant
to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. Each such endorsement shall constitute
prima facie evidence of the accuracy of the information so endorsed.


 


This
Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement.
The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower
from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account
of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.


 


The
Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising,
any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.


 




     


    


    

This
Promissory Note shall be governed by, and construed in accordance with the laws of the State of New York.


 


	 	PEPSICO, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 



    2 


    


    

ADVANCES
AND PAYMENTS OF PRINCIPAL


 


	Date

         
	Amount
        of

        

        Advance
	Amount
        of

        

        Principal
        Paid

        

        Or
Prepaid
	Unpaid
        Principal

        

        Balance
	Notation 

        Made
By

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 



     


    


    

Exhibit
B to


 Credit
Agreement


 


FORM
OF NOTICE OF REVOLVING CREDIT BORROWING


 


Citibank,
N.A., as Agent





for the
Lenders parties





to the Credit
Agreement





referred
to below


 


	 	 
	_________________________	[Date]


 


Attention:
_______________


 


Ladies and
Gentlemen:


 


The
undersigned, PepsiCo, Inc. (the “Company”), refers to the Five-Year Credit Agreement, dated as of June 6, 2016
(as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein
as therein defined), among the undersigned, certain Lenders parties thereto and Citibank, N.A., as Agent for said Lenders, and
hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests
a Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such
Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a)
of the Credit Agreement:


 


(i)The
Business Day of the Proposed Revolving Credit Borrowing is ______, ____.


 


(ii)The
Type of Advances constituting the Proposed Revolving Credit Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].


 


(iii)The
aggregate amount of the Proposed Revolving Credit Borrowing is $________.


 


(iv)The
identity of the Borrower for the Proposed Revolving Credit Borrowing is ______________, a ______________ corporation.


 


[(v)The
initial Interest Period for each Eurodollar Rate Advance made as part of the Proposed Revolving Credit Borrowing is ____ month[s].]


 


The
undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed
Revolving Credit Borrowing:


 


(a)the
representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in
the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are
correct, before and after giving effect


 




     


    


    

to the Proposed
Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;


 


(b)no
event has occurred and is continuing, or would result from such Proposed Revolving Credit Borrowing or from the application of
the proceeds therefrom, that constitutes a Default; and


 


(c)the
aggregate amount of the Proposed Revolving Credit Borrowing and all other Borrowings to be made on the same day under the Credit
Agreement is within the aggregate amount of the unused Commitments of the Lenders.


  


	 	Very truly yours,
	 	 
	 	PEPSICO, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 



 







     


    


    

Exhibit
C to





Credit
Agreement


 


FORM OF
ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below
and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of
Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given
to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,
as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations as
a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty
by the Assignor.


 


	1.	Assignor:	______________________________
	 	 	 
	2.	Assignee:	______________________________
    [and is an Affiliate/ of [identify Lender]
	 	 	 
	3.	Company:	PepsiCo, Inc.
	 	 	 
	4.	Agent:	Citibank, N.A., as
    the administrative agent under the Credit Agreement.
	 	 	 
	5.	Credit
    Agreement:	Five-Year
    Credit Agreement, dated as of June 6, 2016, among PepsiCo, Inc. (the “Company”), the Lenders party thereto and
    Citibank, N.A., as Agent.



 



     


    


    

	6.	Assigned Interest:	


  


	Facility
        Assigned

        
	Aggregate

        

        Amount
        of

        

        Commitment/

        

        Advances

        

        for
        all Lenders*

        
	Amount
        of

        

        Commitment/ 

        Advances

        

        Assigned*

        
	Percentage

        

        Assigned
        of

        

        Commitment/

        

        Advances1

	 	 	 	 
	Revolving
    Credit	$________________	$________________	______________%


  





[7.      Trade Date:__________________]2


 


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


 


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


 





	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	 	Title:




 


 


_______________








*Amount to be adjusted to take
into account any payments or prepayments made between the Trade Date and the Effective Date.





1Set forth, to at
least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder.





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



 




    2 


    


    

Consented to and Accepted:


 





	CITIBANK, N.A., as


Administrative
Agent


	 	 
	By:	 
	 	Title:
	 	 
	Consented to:


 


PEPSICO, INC.


	 
	 	 
	By:	 
	 	Title:







 




    3 


    


    

ANNEX
1 TO ASSIGNMENT AND ASSUMPTION


 


STANDARD
TERMS AND CONDITIONS FOR





ASSIGNMENT
AND ASSUMPTION


 


1.          Representations
and Warranties.


 


1.1.Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of
such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered or deemed delivered pursuant to Section 5.01(d) thereof, as applicable, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance
on the Agent or any other Lender, and (v) if it is a Lender that is not a “United States person” within the meaning
of Section 7701(a)(30) of the Internal Revenue Code (a “Foreign Lender”), attached hereto is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender.


 


2.Payments.
From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of
principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the


 




     


    


    

Effective
Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective
Date or with respect to the making of this assignment directly between themselves.


 


3.General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York.


 




    2 


    


    

Exhibit D
to


 Credit
Agreement


 


FORM OF DESIGNATION
LETTER


 


__________,
20__


 


To Citibank, N.A.,


as Agent


 


Attention:


 


Ladies and Gentlemen:


 


We
make reference to the Five-Year Credit Agreement (as amended or modified from time to time, the “Credit Agreement”;
the terms defined therein being used herein as therein defined) dated as of June 6, 2016 among PepsiCo, Inc., (the “Company”),
Citibank, N.A., as Agent (the “Agent”), and the banks party thereto (the “Initial Lenders”).


 


The
Company hereby designates [_______________] (the “Borrowing Subsidiary”), a Subsidiary of the Company and a
corporation duly incorporated under the laws of [_______________], as a Borrower in accordance with Section 2.17 of the Credit
Agreement until such designation is terminated in accordance with said Section 2.17.


 


The
Borrowing Subsidiary hereby accepts the above designation and hereby expressly and unconditionally accepts the obligations of
a Borrower under the Credit Agreement, adheres to the Credit Agreement and agrees and confirms that, upon your execution and return
to the Company of the enclosed copy of this letter, such Borrowing Subsidiary shall be a Borrower for purposes of the Credit Agreement
and agrees to be bound by and perform and comply with the terms and provisions of the Credit Agreement applicable to it as if
it had originally executed the Credit Agreement as a Borrower. The Borrowing Subsidiary hereby authorizes and empowers the Company
to act as its representative and attorney-in-fact for the purposes of signing documents and giving and receiving notices (including
notices of Borrowing under the Credit Agreement) and other communications in connection with the Credit Agreement and the transactions
contemplated thereby and for the purposes of modifying or amending any provision of the Credit Agreement and further agrees that
the Agent and each Lender may conclusively rely on the foregoing authorization.


 


The
Company hereby represents and warrants to the Agent and each Lender that, before and after giving effect to this Designation Letter,
(i) the representations and warranties set forth in Section 4.01 of the Credit Agreement (except the representations set forth
in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are true and correct
on the Effective Date as if made on and as of the date hereof and (ii) no Default has occurred and is continuing. The Borrowing
Subsidiary represents and warrants that each of the representations and warranties set forth in Section 4.01(a) (as if the reference
therein to North


 




     


    


    

Carolina
were a reference to its jurisdiction of organization), (b), (c) and (d) of the Credit Agreement are true as if each reference
therein to the Company were a reference to the Borrowing Subsidiary and as if each reference therein to the Loan Documents were
a reference to this Designation Letter and the Note, if any, executed by the Borrowing Subsidiary in connection herewith.


 


The
Borrowing Subsidiary is hereby aware that this Designation Letter, the Credit Agreement and the Notes, if any, shall be governed
by, and construed in accordance with, the laws of the State of New York. The Borrowing Subsidiary 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 the purposes of all legal proceedings arising out of or relating to this Designation Letter, the Credit Agreement
or the transactions contemplated thereby. The Borrowing Subsidiary irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the 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. The Borrowing Subsidiary
further agrees that service of process in any such action or proceeding brought in New York may be made upon it by service upon
the Borrower at the “Address for Notices” specified below its name on the signature page to this Designation Letter.


 


Without
limiting the foregoing, the Borrowing Subsidiary joins in the submission, agreements, waivers and consents in Section 8.11 and
8.12 of the Credit Agreement.


 



 


	 	PEPSICO, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PEPSICO, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[NAME OF BORROWING SUBSIDIARY] 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	Address for
Notices:



 






    2 


    


      





	ACCEPTED

                                                   

                                                  CITIBANK,
                                         N.A.,

                                                  as
                                         Agent 

	 
	
	 	 
	By:	 
	 	Title:



 






    3 


    


    

 Exhibit E to


 Credit
Agreement


 


FORM OF TERMINATION
LETTER


 


To Citibank, N.A.,


as Agent


 


Attention:


 


Ladies and Gentlemen:


 


We
make reference to the Five-Year Credit Agreement (as amended or modified from time to time, the “Credit Agreement”;
the terms defined therein being used herein as therein defined) dated as of June 6, 2016 by and among PepsiCo, Inc. (the “Company”),
Citibank, N.A., as Agent, and the banks party thereto.


 


The
Company hereby terminates the status as a Borrowing Subsidiary of [______________], a corporation incorporated under the laws
of [_______________], in accordance with Section 2.17 of the Credit Agreement, effective as of the date of receipt of this
notice by the Agent. The undersigned hereby represents and warrants that all principal of and interest on any Advance of the above-referenced
Borrowing Subsidiary and all other amounts payable by such Borrowing Subsidiary pursuant to the Credit Agreement have been paid
in full on or prior to the date hereof. Notwithstanding the foregoing, this Termination Letter shall not affect any obligation
which by the terms of the Credit Agreement survives termination thereof.






  


	 	PEPSICO, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: