EX-10.1





 Exhibit 10.1 

=========================================================================================== 

=========================================================================================== 

Published Term CUSIP Number: 70109QAL9 

U.S. $925,000,000 

CREDIT AGREEMENT 
 among

 PARKER-HANNIFIN CORPORATION 

as the Borrower 

THE LENDERS NAMED HEREIN 

as the Lenders 

and 
 KEYBANK NATIONAL
ASSOCIATION 
 as Joint Lead Arranger, Joint Bookrunner and Administrative Agent 

CITIBANK, N.A. 
 HSBC
BANK USA, NATIONAL ASSOCIATION 
 JPMORGAN CHASE BANK, N.A. 

MIZUHO BANK (USA) 
 MORGAN
STANLEY MUFG LOAN PARTNERS, LLC 
 PNC BANK, NATIONAL ASSOCIATION 

TD BANK, N.A. 
 WELLS
FARGO BANK, NATIONAL ASSOCIATION 
 as Joint Lead Arrangers, Joint Bookrunners and
Co-Syndication Agents 
 BANK OF AMERICA, NATIONAL ASSOCIATION 

BRANCH BANKING AND TRUST COMPANY 

BNP PARIBAS SECURITIES CORP. 

BANK OF CHINA, NEW YORK BRANCH 

as Joint Lead Arrangers, Joint Bookrunners and Co-Documentation Agents 

 
  

dated as of 

September 4, 2019 
  

 

=========================================================================================== 

=========================================================================================== 












 TABLE OF CONTENTS 

This Table of Contents is not part of the Agreement to which it is attached but is inserted for convenience of reference only.

  

					
	 	  	Page	 
		
	ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	  	 	1	 
	 SECTION 1.01. Certain Defined Terms
	  	 	1	 
	 SECTION 1.02. Computation of Time Periods; Terms Generally
	  	 	19	 
	 SECTION 1.03. Accounting Terms; GAAP
	  	 	19	 
		
	ARTICLE II. AMOUNTS AND TERMS OF THE TERM LOAN	  	 	20	 
	 SECTION 2.01. Term Loan
	  	 	20	 
	 SECTION 2.02. Evidence of Indebtedness
	  	 	20	 
	 SECTION 2.03. Interest
	  	 	20	 
	 SECTION 2.04. Termination of the Term Loan Commitments
	  	 	21	 
	 SECTION 2.05. Notice of Credit Events; Funding of Interest Segments
	  	 	21	 
	 SECTION 2.06. Payment on the Term Loan and Other Obligations
	  	 	23	 
	 SECTION 2.07. Prepayment
	  	 	24	 
	 SECTION 2.08. Payment of Fees
	  	 	24	 
	 SECTION 2.09. Increased Costs, Illegality, Etc.
	  	 	25	 
	 SECTION 2.10. Taxes
	  	 	27	 
	 SECTION 2.11. Sharing of Payments, Etc.
	  	 	31	 
	 SECTION 2.12. Mitigation; Replacement of Lender
	  	 	31	 
	 SECTION 2.13. Interest Rate Determination
	  	 	32	 
		
	ARTICLE III. RESERVED	  	 	33	 
		
	ARTICLE IV. REPRESENTATIONS AND WARRANTIES	  	 	33	 
	 SECTION 4.01. Organization; Powers
	  	 	33	 
	 SECTION 4.02. Authorization; Enforceability
	  	 	33	 
	 SECTION 4.03. Governmental Approvals; No Conflicts
	  	 	34	 
	 SECTION 4.04. Financial Condition; No Material Adverse Change
	  	 	34	 
	 SECTION 4.05. Litigation
	  	 	34	 
	 SECTION 4.06. Compliance with Laws and Agreements; No Default
	  	 	34	 
	 SECTION 4.07. Investment Company Status
	  	 	35	 
	 SECTION 4.08. Taxes
	  	 	35	 
	 SECTION 4.09. Disclosure
	  	 	35	 
	 SECTION 4.10. Use of Credit
	  	 	35	 
	 SECTION 4.11. Beneficial Ownership
	  	 	36	 
		
	ARTICLE V. CONDITIONS OF LENDING	  	 	36	 
	 SECTION 5.01. Conditions to Signing
	  	 	36	 
	 SECTION 5.02. Conditions Precedent to Funding of Term Loan
	  	 	37	 
		
	ARTICLE VI. AFFIRMATIVE COVENANTS	  	 	37	 
	 SECTION 6.01. Financial Statements and Other Information
	  	 	37	 


  
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	 SECTION 6.02. Notices of Material Events
	  	 	39	 
	 SECTION 6.03. Existence; Conduct of Business
	  	 	39	 
	 SECTION 6.04. Payment of Obligations
	  	 	39	 
	 SECTION 6.05. Maintenance of Properties
	  	 	39	 
	 SECTION 6.06. Insurance
	  	 	40	 
	 SECTION 6.07. Books and Records and Visitation Rights
	  	 	40	 
	 SECTION 6.08. Compliance with Laws
	  	 	40	 
	 SECTION 6.09. Use of Proceeds
	  	 	40	 
	 SECTION 6.10. Beneficial Ownership
	  	 	40	 
		
	ARTICLE VII. NEGATIVE COVENANTS	  	 	41	 
	 SECTION 7.01. Liens
	  	 	41	 
	 SECTION 7.02. Fundamental Changes
	  	 	42	 
	 SECTION 7.03 Transactions with Affiliates
	  	 	42	 
	 SECTION 7.04. Debt to Capitalization Ratio
	  	 	42	 
		
	ARTICLE VIII. EVENTS OF DEFAULT	  	 	43	 
	 SECTION 8.01. Events of Default
	  	 	43	 
		
	ARTICLE IX. THE ADMINISTRATIVE AGENT	  	 	45	 
	 SECTION 9.01. Authorization and Action
	  	 	45	 
	 SECTION 9.02. No Reliance
	  	 	45	 
	 SECTION 9.03. Capacity as Lender
	  	 	46	 
	 SECTION 9.04. Lender Credit Decision
	  	 	46	 
	 SECTION 9.05. Indemnification
	  	 	46	 
	 SECTION 9.06. Successor Administrative Agent
	  	 	46	 
	 SECTION 9.07. ERISA Representations
	  	 	47	 
		
	ARTICLE X. MISCELLANEOUS	  	 	48	 
	 SECTION 10.01. Notices
	  	 	48	 
	 SECTION 10.02. Waivers; Amendments
	  	 	49	 
	 SECTION 10.03. Costs and Expenses and Indemnification
	  	 	50	 
	 SECTION 10.04. Assignments and Participations
	  	 	51	 
	 SECTION 10.05. Survival
	  	 	54	 
	 SECTION 10.06. Counterparts; Integration; Effectiveness
	  	 	54	 
	 SECTION 10.07. Severability
	  	 	55	 
	 SECTION 10.08. Right of Setoff
	  	 	55	 
	 SECTION 10.09. Governing Law; Jurisdiction; Etc.
	  	 	55	 
	 SECTION 10.10. Headings
	  	 	56	 
	 SECTION 10.11. Confidentiality
	  	 	56	 
	 SECTION 10.12. USA Patriot Act
	  	 	57	 
	 SECTION 10.13. No Fiduciary Duty
	  	 	57	 
	 SECTION 10.14. Acknowledgement and Consent to Bail-In of
EEA Financial Institutions
	  	 	58	 
	 SECTION 10.15. WAIVER OF JURY TRIAL
	  	 	58	 


  
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	SCHEDULE I	  	Term Loan Commitments
	SCHEDULE II	  	Acquisition Funding Conditions
	SCHEDULE III	  	Liens
	SCHEDULE IV	  	Disclosed Matters
		
	EXHIBIT A	  	Form of Assignment and Acceptance
	EXHIBIT B	  	Form of Term Note
	EXHIBIT C	  	Form of Notice of Interest Segment Selection
	EXHIBIT D	  	Form of Solvency Certificate


  
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 CREDIT AGREEMENT 

This CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this
“Agreement”) is made effective as of September 4, 2019 among: 
 (a)      PARKER-HANNIFIN CORPORATION, an Ohio corporation (the “Borrower”); 

(b)      the financial institutions listed on the signature pages hereof
and each other Eligible Transferee (as defined below) that from time to time becomes a party hereto pursuant to Section 10.04(b) hereof (collectively, the “Lenders” and, individually, each a “Lender”); and 

(c)      KEYBANK NATIONAL ASSOCIATION, as joint lead arranger, sole bookrunner
and the administrative agent for the Lenders (in such capacity, the “Administrative Agent”). 
 WITNESSETH 

WHEREAS, the Borrower has requested that the Lenders provide a term loan facility to the Borrower in the amount of
$925,000,000, and the Lenders are prepared to do so on and subject to the terms and conditions of this Agreement; 
 NOW,
THEREFORE, the parties agree as follows: 
 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): 

“Acquisition” means the acquisition of all of the outstanding capital stock of Exotic Metals by the Borrower
pursuant to the terms of the Acquisition Agreement. 
 “Acquisition Agreement” means that certain Share
Purchase Agreement, dated as of July 26, 2019, by and among the Borrower, Exotic Metals and the shareholders and seller representative named therein, as the same may from time to time be amended or otherwise modified. 

“Acquisition Funding Conditions” means all of those conditions set forth on Schedule II hereto. 

“Administrative Agent” has the meaning specified in the recital of the parties to this Agreement. 

  
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 “Administrative Agent’s Account” means an account
designated by the Administrative Agent in a notice to the Borrower and the Lenders. 
 “Administrative
Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent. 

“Affected Lender” means a Defaulting Lender or an Insolvent Lender. 

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly Controls or
is Controlled by or is under common Control with the specified Person. 
 “Anti-Corruption Laws” means all
laws, rules, and regulations of any jurisdiction applicable to the Borrower and its Subsidiaries from time to time concerning or relating to bribery or corruption (including, without limitation, the Foreign Corrupt Practices Act of 1977 (FCPA) (15
U.S.C. § 78dd-1, et seq.), as amended, and the rules and regulations thereunder). 

“Applicable Law” means, as to any Person, all applicable laws binding upon such Person or to which such a
Person is subject. 
 “Applicable Rate” means, for any day, (a) with respect to any LIBOR Fixed Rate
Interest Segments, the applicable rate per annum set forth below for each Rating Level Period under the caption “Fixed Rate Spread”, (b) with respect to any Base Rate Interest Segment, the applicable rate per annum set forth below for each
Rating Level Period under the caption “Base Rate Spread”, and (c) with respect to any Term Loan Ticking Fee Period, the applicable rate per annum set forth below for each Rating Level Period under the caption “Ticking Fee”:

  

							
	    Rating Level Period	  	Fixed Rate Spread	 	Base Rate Spread	 	Ticking Fee
				
	     Rating Level I Period
	  	0.750%	 	0%	 	0.060%
				
	     Rating Level II Period
	  	0.875%	 	0%	 	0.070%
				
	     Rating Level III Period
	  	1.000%	 	0%	 	0.090%
				
	     Rating Level IV Period
	  	1.125%	 	0.125%	 	0.100%
				
	     Rating Level V Period
	  	1.250%	 	0.250%	 	0.125%
				
	     Rating Level VI Period
	  	1.375%	 	0.375%	 	0.175%

 provided that (a) if the Moody’s Rating, the S&P Rating and the Fitch Rating fall into different
Rating Level Periods, then the applicable Rating Level Period shall be deemed to be the Rating Level Period that includes the lower of the two highest Debt Rating levels, (b) if the two highest 


  
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Debt Rating levels are equivalent, the applicable Rating Level Period shall be deemed to be the Rating Level Period that includes the two highest Debt Rating levels, (c) for purposes of this
definition, any change in the Applicable Rate by reason of a change in the Moody’s Rating, the S&P Rating or the Fitch Rating shall be effective as of the date on which such change is first announced by the applicable rating agency, and
(d) Rating Level Period VI shall include a period during which two or all of S&P, Moody’s and Fitch shall not have a Debt Rating in effect. 

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and
resolution of credit institutions and investment firms. 
 “Assignment and Acceptance” means an assignment
and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in accordance with Section 10.04 and in substantially the form of Exhibit A. 

“Availability Date” means the earliest of (a) the Closing Date, (b) the valid termination of the
Borrower’s or any of the Borrower’s subsidiaries’ obligations to consummate the Acquisition under the Acquisition Agreement in accordance with its terms, (c) the early termination of all the Term Loan Commitments under
Section 2.04, and (d) July 26, 2020 (the “Initial Outside Date”); provided that, to the extent the Initial Outside Date is extended in accordance with the terms of Sections 9.01 and 11.16 of the Acquisition Agreement
(as in effect on July 26, 2019), the Initial Outside Date shall, upon written notice of such extension by the Borrower to the Administrative Agent, be extended to such date. 

“Bail-In Action” means the exercise of any Write-Down and
Conversion Powers. 
 “Bail-In Legislation” means: 

(a)      in relation to an EEA Member Country which has implemented, or which at any time
implements, Article 55 BRRD, the relevant implementing law or regulation 13 as described in the EU Bail-In Legislation Schedule from time to time; and 

(b)      in relation to any state other than such an EEA Member Country or (to the extent that
the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-Down and Conversion Powers contained in that law or regulation. 

“Base Rate” means, at any time, a rate per annum equal to the highest of (a) zero, (b) the Prime
Rate, (c) one-half of one percent (1/2%) in excess of the Federal Funds Effective Rate, or (d) one hundred (100.00) basis points in excess of the London Interbank Offered Rate for loans in Dollars
with an Interest Period of one month (or, if such day is not a Business Day, such rate as calculated on the most recent Business Day). Any change in the Base Rate shall be effective immediately from and after such change in the Base Rate. 

“Base Rate Interest Segment” means a portion of the Term Loan that bears interest at the Derived Base Rate.

 “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by
the Beneficial Ownership Regulation. 

  
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 “Beneficial Ownership Regulation” means 31 C.F.R. §
1010.230. 
 “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in
ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of
Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 

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

“Borrower” has the meaning specified in the recital of the parties to this Agreement. 

“Business Day” means a day (a) on which banks are not required or authorized to close in New York City
or Cleveland, Ohio, and (b) if the applicable Business Day relates to any LIBOR Fixed Rate Interest Segment, on which dealings are carried on in the London interbank market. 

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) real or personal Property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under
GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Change in Control” means any of the following events: 

(a)      the Borrower is merged, consolidated or reorganized into or with another corporation or
other Person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then outstanding securities of such corporation or other Person that is the survivor of such merger, consolidation
or reorganization immediately after such transaction is held in the aggregate by the holders of Voting Stock immediately prior to such transaction; 

(b)      the Borrower sells all or substantially all of its Property to any other corporation or
other Person, and less than a majority of the combined voting power of the then outstanding securities of such corporation or other Person immediately after such transaction is held in the aggregate by the holders of Voting Stock immediately prior
to such sale; or 
 (c)      any “person” or “group” (as such terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable, except that for purposes of this subsection (c) such person or group shall be deemed to have “beneficial ownership” of
all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), other than any “person” or “group” that is a
Wholly-Owned Subsidiary of the Borrower, is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 promulgated pursuant to the Exchange Act),
directly or indirectly, of more than forty percent (40%) of the aggregate voting power of all Voting Stock of the Borrower. 

  
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 “Closing Date” means the date on which the Acquisition is
consummated in accordance with the Acquisition Agreement. 
 “Code” means the Internal Revenue Code of
1986, as amended from time to time. 
 “Control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. 

“Controlling” and “Controlled” have meanings correlative thereto. 

“Co-Syndication Agent” refers to the joint lead arrangers and co-syndication agents set forth on the cover page of this Agreement. 
 “Debt
Rating” means the Moody’s Rating, the S&P Rating or the Fitch Rating. 
 “Debt to Capitalization
Ratio” means, at any time, the ratio of (a) Total Debt to (b) Total Capitalization. 

“Default” means any event or condition that constitutes an Event of Default or that upon notice, lapse of
time or both would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means a
Lender, as reasonably determined by the Administrative Agent, that (a) has failed (which failure has not been cured) to fund the Term Loan required to be made hereunder in accordance with the terms hereof within two Business Days of the date
such funding was required (unless such Lender shall have notified the Administrative Agent and the Borrower in writing of its good faith determination that a condition under Section 5.02 hereof to its obligation to fund the Term Loan shall not
have been satisfied); (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with any of its funding obligations under this Agreement (unless such Lender shall have notified the Administrative Agent
and the Borrower in writing of its good faith determination that a condition under Section 5.02 hereof to its obligation to fund the Term Loan shall not have been satisfied) or has made a public statement to the effect that it does not intend
to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit; (c) has failed, within three Business Days after receipt of a written request from the Administrative Agent or
the Borrower to confirm that it will comply with the terms of this Agreement relating to its obligation to fund the Term Loan, and such request states that the requesting party has reason to believe that the Lender receiving such request may fail to
comply with such obligation, and states such reason (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower); or
(d) has failed to pay to the Administrative Agent or any other Lender when due an amount owed by such Lender to the Administrative Agent or any other Lender pursuant to the terms of this Agreement, unless such amount is subject to a good faith
dispute or such failure has been cured. Any Defaulting Lender shall cease to be a Defaulting Lender when the Administrative Agent determines, in its reasonable discretion, that such Defaulting Lender is no longer a Defaulting Lender based upon the
characteristics set forth in this definition. 

  
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 “Derived Base Rate” means a rate per annum equal to the sum
of the Applicable Rate (from time to time in effect) for Base Rate Interest Segments plus the Base Rate. 
 “Derived
LIBOR Fixed Rate” means a rate per annum equal to the sum of the Applicable Rate (from time to time in effect) for LIBOR Fixed Rate Interest Segments plus the LIBOR Rate. 

“Disclosed Matters” means the actions, suits and proceedings disclosed in Schedule IV. 

“Disqualified Lender” means competitors of the Borrower and its Subsidiaries that have been specified in
writing to the Administrative Agent and the Lenders from time to time by the Borrower; provided that no such updates to the list shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation
interest in respect of the Term Loan Commitments or Term Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Lenders. 

“Dodd-Frank Act” means the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) signed into law on July 21, 2010, as amended from time to time. 

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

“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 subpart (a) of this definition, or (c) any
financial institution established in an EEA Member Country that is a subsidiary of an institution described in subparts (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country” means any member state 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. 

“Eligible Transferee” means a commercial bank, financial institution or other “accredited investor”
(as defined in SEC Regulation D) that is not the Borrower, a Subsidiary, an Affiliate of the Borrower, a natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), a
Disqualified Lender or any Affected Lender. 
 “EMU” means economic and monetary union as contemplated in
the Treaty on European Union. 
 “EMU Legislation” means legislative measures of the European Council for
the introduction of, changeover to or operation of a single or unified European currency (whether known as the euro or otherwise). 

  
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 “Environmental Claim” means, with respect to any Person,
any written or oral notice, claim, demand or other communication (collectively, a “claim”) by any other Person alleging or asserting such Person’s liability for investigatory costs, cleanup costs, governmental response costs,
damages to natural resources or other Property, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or Release into the environment, of any Hazardous Material at any location, whether or not owned
by such Person, or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law. The term “Environmental Claim” shall include, without limitation, any claim by any Governmental Authority for
enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and any claim by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive
relief resulting from the presence of Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment. 

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating to the environment, preservation or reclamation of natural resources, or the management, release or threatened release of any
Hazardous Material. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the rules and regulations promulgated thereunder. 
 “ERISA Affiliate” means any trade or
business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code,
is treated as a single employer under Section 414 of the Code. 
 “ERISA Event” means (a) any
“reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA. 
 “EU Bail-In Legislation Schedule”
means the document described as such and published by the Loan Market Association (or any successor person) from time to time. 

  
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 “Eurocurrency Liabilities” has the meaning assigned to that
term in Regulation D of the Board, as in effect from time to time. 
 “Event of Default” has the meaning
specified in Section 8.01. 
 “Excluded Taxes” means any of the following Taxes imposed on or with
respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a
result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Term Loan Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loan or Term Loan Commitment (other than pursuant to an assignment request by the Borrower under Section 2.12) or (ii) such Lender
changes its lending office, except in each case to the extent that, pursuant to Section 2.10, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such
Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.10(g) and (d) any withholding Taxes imposed under FATCA. 

“Exotic Metals” means EMFCO Holdings Incorporated, a Washington corporation. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code
and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. 

“Federal Funds Effective Rate” means, for any day, the rate per annum (rounded upward to the nearest one one-hundredth of one percent (1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions on the
previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds
Effective Rate” as of the Signing Date. 
 “Fee Letter” means the Fee Letter between the Borrower and
the Administrative Agent dated as of August 12, 2019, as the same may from time to time be amended, restated or otherwise modified. 

“Financial Officer” means the chief financial officer, principal accounting officer or treasurer of the
Borrower. 
 “Fitch” means Fitch Ratings, or any successor thereto. 

  
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 “Fitch Rating” means, at any time, the then current rating
by Fitch (including the failure to rate) of the Borrower’s senior, unsecured, non-credit-enhanced long-term indebtedness for
money borrowed. 
 “Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a
U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. 

“GAAP” means generally accepted accounting principles in the United States. 

“Governmental Authority” means any government or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any
security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other wastes of any nature regulated pursuant
to any Environmental Law. 
 “Hedging Agreement” means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed
money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily
paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to Property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of Property or
services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such 

  
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Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on Property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been
assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty, and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor. 
 “Indemnified Party” has the meaning specified in
Section 10.03(b). 
 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on
or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. 

“Initial Outside Date” has the meaning specified in the definition of Availability Date. 

“Insolvent Lender” means a Lender, as reasonably determined by the Administrative Agent, that (a) is or
has become insolvent or is the subsidiary of a Person that is or has become insolvent; (b) has become the subject of a proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or is a subsidiary of a
Person that has become the subject of a proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, or has had a receiver, conservator, trustee or custodian appointed for it, or has
taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; or (c) has become the subject of a Bail-In Action; provided that a
Lender shall not be an Insolvent Lender solely by virtue of the ownership or acquisition or control of an equity interest in such Lender or a parent company thereof by a Governmental Authority, so long as such ownership or acquisition or control
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 Insolvent Lender shall cease to be an Insolvent Lender when the Administrative Agent determines, in its reasonable discretion, that such Insolvent Lender
is no longer an Insolvent Lender based upon the characteristics set forth in this definition. 
 “Interest
Adjustment Date” means the last day of each Interest Period. 
 “Interest Period” means, with
respect to a LIBOR Fixed Rate Interest Segment, the period commencing on the date such LIBOR Fixed Rate Interest Segment is made and ending on the last day of such period, as selected by the Borrower pursuant to the provisions hereof, and,
thereafter (unless such LIBOR Fixed Rate Interest Segment is converted to a Base Rate Interest Segment), each subsequent period commencing on the last day of the immediately preceding 

  
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Interest Period and ending on the last day of such period, as selected by the Borrower pursuant to the provisions hereof. The duration of each Interest Period for a LIBOR Fixed Rate Interest
Segment shall be one month, two months, three months or six months, in each case as the Borrower may select upon notice, as set forth in Section 2.05 hereof; provided that, if the Borrower shall fail to select the duration of any Interest
Period at least three Business Days prior to the Interest Adjustment Date applicable to such LIBOR Fixed Rate Interest Segment, the Borrower shall be deemed to have converted such LIBOR Fixed Rate Interest Segment to a Base Rate Interest Segment at
the end of the then current Interest Period. Any Interest Period that would otherwise end after the Term Loan Maturity Date shall end on the Term Loan Maturity Date. 

“Interest Segment” means a Base Rate Interest Segment or a LIBOR Fixed Rate Interest Segment. 

“KeyBank” means KeyBank National Association and its successors. 

“Lenders” has the meaning specified in the recital of the parties to this Agreement and shall include each
Lender that is listed on Schedule I, and each other Person that from time to time becomes a party hereto as a “Lender” pursuant to Section 10.04. 

“LIBOR Fixed Rate” means for any Interest Period for each LIBOR Fixed Rate Interest Segment, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of one percent) equal to the rate of interest, determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error)
as of approximately 11:00 A.M. (London time) two Business Days prior to the beginning of such Interest Period pertaining to such Interest Segment, as listed as the London interbank offered rate, as published by Thomson Reuters or Bloomberg (or, if
for any reason such rate is unavailable from Thomson Reuters or Bloomberg, from any other similar company or service that provides rate quotations comparable to those currently provided by Thomson Reuters or Bloomberg) for Dollar deposits in
immediately available funds with a maturity comparable to such Interest Period. Notwithstanding the foregoing, if at any time the LIBOR Fixed Rate, as determined above, is less than zero, it shall be deemed to be zero for purposes of this Agreement.

 “LIBOR Fixed Rate Interest Segment” means a portion of the Term Loan that bears interest at the Derived
LIBOR Fixed Rate. 
 “LIBOR Rate” means, for any Interest Period for each LIBOR Fixed Rate Interest
Segment, an interest rate per annum equal to the rate per annum obtained by dividing (a) the LIBOR Fixed Rate for such Interest Period, by (b) a percentage equal to one hundred percent (100%) minus the Reserve
Percentage for such Interest Period. 
 “Lien” means (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge, assignment, deemed trust, security interest or other arrangement or condition that secures payment or performance of an obligation of the Borrower or any of its Subsidiaries, (b) the interest of a vendor or a
lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any 

  
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of the foregoing), and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. 

“Loan Documents” means, collectively, this Agreement, the Term Notes and the Fee Letter, as any of the
foregoing may from time to time be amended, restated or otherwise modified or replaced, and any other document delivered pursuant thereto. 

“Margin Stock” means “margin stock” within the meaning of Regulations T, U and X of the Board. 

“Material Adverse Effect” or “Material Adverse Change” means a material adverse effect on or
a material adverse change in (a) the business, condition (financial or otherwise), operations, performance or Properties of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower or of the Borrower and its
Subsidiaries taken as a whole to perform any of their obligations under this Agreement or any of the other Loan Documents to which they are parties, or (c) the rights of or benefits available to the Lenders or the Administrative Agent under
this Agreement or any of the other Loan Documents. 
 “Material Indebtedness” means (a) Indebtedness
(other than the Term Loan), or (b) obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount (whether or not drawn) exceeding $25,000,000. For purposes of
determining Material Indebtedness, the “principal amount” of the obligations of any Person in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such
Person would be required to pay if such Hedging Agreement were terminated at such time. 
 “Maximum Rate”
has the meaning specified in Section 2.04(c). 
 “Moody’s” means Moody’s Investors Service,
Inc., or any successor thereto. 
 “Moody’s Rating” means, at any time, the then current rating by
Moody’s (including the failure to rate) of the Borrower’s senior, unsecured, non-credit-enhanced long-term indebtedness
for money borrowed. 
 “Multiemployer Plan” means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA. 
 “Other Connection Taxes” means, with respect to any Recipient,
Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Term Loan or Loan Document). 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or
similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any
such Taxes that are 

  
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Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.12. 

“Participant” has the meaning specified in Section 10.04(e). 

“Participant Register” has the meaning specified in Section 10.04(e). 

“Patriot Act” has the meaning specified in Section 10.12. 

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

(a)      Liens imposed by law for taxes, employment insurance, pension
obligations, other social security obligations, and vacation pay that are not yet due or are being contested in compliance with Section 6.04; 

(b)      carriers’, warehousemen’s, landlord’s, mechanics’,
materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 6.04; 

(c)      pledges and deposits made in the ordinary course of business in
compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; 

(d)      cash deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 

(e)      judgment liens in respect of judgments that do not constitute an Event
of Default under subpart (k) of Section 8.01; and 

(f)      easements, zoning restrictions, rights-of-way and similar encumbrances on real Property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of
the affected Property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary; 
 provided that the term
“Permitted Encumbrances” shall not include any Lien securing Indebtedness. 
 “Person” means any
natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of 

  
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ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined
in Section 3(5) of ERISA. 
 “Process Agent” shall have the meaning specified in
Section 10.09(d). 
 “Prime Rate” means the interest rate determined by the Administrative Agent to be
the interest rate established from time to time as KeyBank’s prime rate, whether or not such rate is publicly announced. The Prime Rate may not be the lowest interest rate charged by KeyBank for commercial or other extensions of credit. Each
change in the Prime Rate shall be effective immediately from and after such change. 
 “Property” means any
right or interest in or to any and all tangible and intangible assets and properties, including cash, securities, accounts, revenues and contract rights. 

“Pro Rata Share” of any amount means, with respect to any Lender at any time, such amount multiplied by a
fraction, the numerator of which is the amount of such Lender’s Term Loan Commitment as in effect at such time (or, if the Term Loan Commitments shall have expired or been terminated, the amount of such Lender’s principal outstanding of
the Term Loan at such time), and the denominator of which is the aggregate Term Loan Commitments at such time (or, if the Term Loan Commitments shall have expired or been terminated, the principal outstanding of the Term Loan). 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such
exemption may be amended from time to time. 
 “Quarterly Dates” means March 31, June 30,
September 30 and December 31 in each year, the first of which shall be the first such day after the Signing Date; provided that, if any such day is not a Business Day, the relevant Quarterly Date shall be the immediately preceding Business
Day. 
 “Rating Level Period” means a Rating Level I Period, Rating Level II Period, Rating Level III
Period, Rating Level IV Period, Rating Level V Period or Rating Level VI Period, as applicable. 
 “Rating Level I
Period” means any period during which the S&P Rating is A+ or better, the Moody’s Rating is A1 or better or the Fitch Rating is A+ or better. 

“Rating Level II Period” means any period during which the S&P Rating is A, the Moody’s Rating is A2
or the Fitch Rating is A. 
 “Rating Level III Period” means any period during which the S&P Rating is A-, the Moody’s Rating is A3 or the Fitch Rating is A-. 

“Rating Level IV Period” means any period during which the S&P Rating is BBB+, the Moody’s Rating is
Baa1 or the Fitch Rating is BBB+. 

  
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 “Rating Level V Period” means any period during which the
S&P Rating is BBB, the Moody’s Rating is Baa2 or the Fitch Rating is BBB. 
 “Rating Level VI
Period” means any period that is not a Rating Level I Period, Rating Level II Period, Rating Level III Period, Rating Level IV Period or Rating Level V Period, and shall include a period during which two or all of S&P, Moody’s and
Fitch shall not have a Debt Rating in effect. 
 “Recipient” means (a) the Administrative Agent, or
(b) any Lender, as applicable. 
 “Register” has the meaning specified in Section 10.04(c). 

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates. 

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration into the indoor or outdoor environment, including the movement of Hazardous Materials through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata. 

“Replacement Lender” has the meaning specified in Section 2.12(b). 

“Required Lenders” means, at any time, Lenders having (a) prior to the Term Loan Funding Date, Term Loan
Commitments representing more than fifty percent (50%) of the aggregate Term Loan Commitments, and (b) on and after the Term Loan Funding Date, portions of the Term Loan representing more than fifty percent (50%) of the outstanding principal of
the Term Loan; provided that, prior to the Term Loan Funding Date, Term Loan Commitments held by any Affected Lender shall be excluded for purposes of making a determination of Required Lenders. 

“Reserve Percentage” means, for any Interest Period for each LIBOR Fixed Rate Interest Segment, the reserve
percentage (if any) applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board (or any successor) for determining the maximum reserve requirement (including, without limitation,
any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with deposits exceeding $1,000,000,000 with respect to liabilities or Property consisting of or including
Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on LIBOR Fixed Rate Interest Segments is determined) having a term equal to such Interest Period. 

“Resolution Authority” means any body which has authority to exercise any Write-Down and Conversion
Powers. 
 “S&P” means S&P Global Ratings or any successor thereto. 

  
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 “S&P Rating” means, at any time, the then current
rating by S&P (including the failure to rate) of the Borrower’s senior, unsecured, non-credit-enhanced long-term
indebtedness for money borrowed. 
 “Sanctions” means any sanctions enacted, administered, imposed or
enforced from time to time by (a) the U.S. government, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State, or (b) the United Nations Security Council,
the European Union or Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authorities. 

“SEC” means the United States Securities and Exchange Commission, or any governmental body or agency
succeeding to any of its principal functions. 
 “Signing Date” has the meaning specified in
Section 5.01. 
 “Solvency Certificate” means a solvency certificate in the form of Exhibit D hereto.

 “Specified Default” means any Default or Event of Default existing under Sections 8.01(b), 8.01(d)
(solely with respect to breaches of Sections 6.09, 7.01 (solely with respect to intentional breaches thereof by the Borrower) and 7.02), and 8.01(h) through (j) (solely with respect to the Borrower). 

“Subsidiary” means, with respect to any Person, at any date, any other Person a majority of the Voting Stock
of which is owned by such first Person, or by such first Person and one or more Subsidiaries thereof, or by one or more Subsidiaries thereof. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower. 

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

“Term Loan” means the loan made to the Borrower by the Lenders in the original principal amount of Nine
Hundred Twenty-Five Million Dollars ($925,000,000), in accordance with Section 2.01 hereof. 
 “Term Loan
Commitment” means the obligation hereunder of each Lender to participate in the making of the Term Loan, up to the amount set forth opposite such Lender’s name under the column headed “Term Loan Commitment Amount” as set
forth on Schedule I hereto. As of the Signing Date, the aggregate amount of the Term Loan Commitments is $925,000,000. 

“Term Loan First Principal Payment Date” means the first Quarterly Date following the Term Loan Funding Date,
or, if the first Quarterly Date following the Term Loan Funding Date is less than ninety (90) days from the Term Loan Funding Date, then the next subsequent Quarterly Date. 

“Term Loan Funding Date” means the date that is on or prior to the Availability Date and all of the
Acquisition Funding Conditions have been satisfied. 

  
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 “Term Loan Maturity Date” means the date that is one day
before the fourth anniversary of the Term Loan Funding Date. 
 “Term Loan Principal Payment Amount” means
an amount equal to Eleven Million Five Hundred Sixty-Two Thousand Five Hundred Dollars ($11,562,500). 

“Term Loan Ticking Fee Period” means the period commencing on the date that is sixty (60) days after the
Signing Date and ending on (and including) the Availability Date. 
 “Term Note” means a Term Note, in the
form of the attached Exhibit B executed and delivered pursuant to Section 2.02 hereof. 
 “Total
Capitalization” means, at any time, with respect to the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries for or in
respect of borrowed money at such time; plus (b) total shareholders’ equity as set forth in the Borrower’s then most recent financial statements delivered hereunder. 

“Total Debt” means, at any time, the aggregate outstanding principal amount of Indebtedness of the Borrower
and its Subsidiaries on a consolidated basis; provided that, there shall be excluded from Total Debt the amount of any Indebtedness incurred by the Borrower or its Subsidiaries under any offering of notes to the extent the proceeds thereof are
(a) intended to be used to finance one or more acquisitions permitted hereunder and (b) held by the Borrower or any Subsidiary in a segregated account pending such application (or pending the redemption of such notes in the event any such
acquisition is not consummated), until such time as such proceeds are released from such segregated account. 

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement and the other
Loan Documents, the borrowing of the Term Loan, and the use of the proceeds thereof. 
 “Treaty on European
Union” means the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (signed at Maastricht on February 7, 1992, and came into force on November 1, 1993), as amended from time
to time. 
 “UK Bail-In Legislation” means (to the extent that the
United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound
or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings). 

“United States” means the United States of America. 

“U.S. Person” means any Person that is a “United States Person” as defined in
Section 7701(a)(30) of the Code. 
 “U.S. Tax Compliance Certificate” has the meaning specified in
Section 2.10(g). 

  
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 “Voting Stock” means, at any time, the outstanding
securities or other ownership interests of a Person entitled to vote generally in an election of directors or other Persons performing similar functions of such Person. 

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

“Withholding Agent” means the Borrower and the Administrative Agent. 

“Wholly-Owned Subsidiary” means any Subsidiary one hundred
percent (100%) of the Voting Stock of which (other than directors’ qualifying shares) is owned, directly or indirectly, beneficially and of record, by the Borrower. 

“Write-Down and Conversion Powers” means: 

(a)      in relation to any Bail-In Legislation
described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; 
 (b)      in relation to any
other applicable Bail-In Legislation: 

(i)      any powers under that Bail-In
Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form
of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or
instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or
ancillary to any of those powers; and 
 (ii)      any similar or analogous
powers under that Bail-In Legislation; and 

(c)      in relation to any UK Bail-In Legislation: 

(i)      any powers under that UK Bail-In
Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form
of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or
instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or
ancillary to any of those powers; and 
 (ii)      any similar or analogous
powers under that UK Bail-In Legislation. 

  
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 SECTION 1.02. Computation of Time Periods; Terms Generally. 

(a)      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” mean “to but excluding”. 

(b)      The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein); any reference herein to any Person shall be construed to include such Person’s successors and assigns; the words “herein”, “hereof’ and “hereunder”, and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; and all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement. 
 (c)      Any reference herein to a
merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a
limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a
separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a
Person or entity). 
 SECTION 1.03. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof
to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied
immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. If the Borrower adopts the International Financial Reporting Standards, and such change or
adoption results in a change in the calculation of any component (or components in the aggregate) of the financial covenant set forth in Section 7.04 hereof or the related financial definitions, at the option of the Administrative Agent, the
Required Lenders or the Borrower, the parties hereto will enter into good faith negotiations to amend such financial covenant and financial definitions in such 

  
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manner as the parties shall agree, each acting reasonably, in order to reflect fairly such change or adoption so that the criteria for evaluating the financial condition of the Borrower and its
Subsidiaries shall be the same in commercial effect after, as well as before, such change or adoption is made (in which case the method and calculating such financial covenants and definitions hereunder shall be determined in the manner so agreed);
provided that, until so amended, such calculations shall continue to be computed in accordance with GAAP as in effect prior to such change or adoption. For clarification purposes, the parties hereto acknowledge and agree that in no event will any
lease that would have been categorized as an operating lease as determined in accordance with GAAP as in effect on December 31, 2018 be considered a capital lease for any purpose of this Agreement. 

ARTICLE II. 
 AMOUNTS AND TERMS OF
THE TERM LOAN 
 SECTION 2.01. Term Loan. Subject only to the satisfaction of the Acquisition Funding Conditions, the
Lenders, pursuant to the Term Loan Commitments, shall make the Term Loan to the Borrower on the Term Loan Funding Date in the amount of Nine Hundred Twenty-Five Million Dollars ($925,000,000). The Term Loan shall be payable in consecutive quarterly
installments equal to the Term Loan Principal Payment Amount, commencing on the Term Loan First Principal Payment Date, and continuing on each Quarterly Date thereafter, with the balance thereof payable in full on the Term Loan Maturity Date. The
Borrower shall notify the Administrative Agent, in accordance with the notice provisions of Section 2.05 hereof, whether the Term Loan will be a Base Rate Interest Segment or one or more LIBOR Fixed Rate Interest Segments. The Term Loan may be
a mixture of a Base Rate Interest Segment and one or more LIBOR Fixed Rate Interest Segments. Once the Term Loan is made, any portion of the Term Loan repaid may not be re-borrowed. The Term Loan Commitments
shall terminate on the earlier of (a) the date that the Term Loan has been made and (b) the Availability Date. 

SECTION 2.02. Evidence of Indebtedness. Upon the request of a Lender, to evidence the obligation of the Borrower to
repay the portion of the Term Loan made by such Lender and to pay interest thereon, the Borrower shall execute a Term Note, payable to such Lender and its registered assigns in the principal amount of its Term Loan Commitment; provided that the
failure of such Lender to request a Term Note shall in no way detract from the Borrower’s obligations to such Lender hereunder. 

SECTION 2.03. Interest. 

(a)      Term Loan. 

(i)      Base Rate Interest Segment. With respect to any portion of the
Term Loan that is a Base Rate Interest Segment, the Borrower shall pay interest on the unpaid principal amount thereof outstanding from time to time from the date thereof until paid, commencing on the Term Loan First Principal Payment Date , and
continuing on each Quarterly Date thereafter and at the maturity thereof, at the Derived Base Rate from time to time in effect. 

  
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 (ii)      LIBOR
Fixed Rate Interest Segments. With respect to any portion of the Term Loan that is a LIBOR Fixed Rate Interest Segment, the Borrower shall pay interest on the unpaid principal amount of such LIBOR Fixed Rate Interest Segment outstanding
from time to time, with the interest rate to be fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Rate for LIBOR Fixed
Rate Interest Segments), at the Derived LIBOR Fixed Rate. Interest on such LIBOR Fixed Rate Interest Segment shall be payable on each Interest Adjustment Date with respect to an Interest Period (provided that, if an Interest Period shall exceed
three months, the interest must also be paid every three months, commencing three months from the beginning of such Interest Period). 

(b)      Default Rate. Anything herein to the contrary notwithstanding, if an Event of
Default shall occur and be continuing, upon the election of the Administrative Agent or the Required Lenders, the Borrower shall pay interest on the outstanding principal amount of the Term Loan, and on the unpaid amount of all interest, fees and
other amounts payable by the Borrower hereunder, such interest to be payable on demand, at a rate per annum equal at all times to (i) in the case of any amount of principal, two percent (2%) per annum above the rate per annum required to be
paid pursuant to subsection (a) above, and (ii) in the case of all other amounts, two percent (2%) per annum above the Derived Base Rate. 

(c)      Limitation on Interest. In no event shall the rate of interest hereunder exceed
the maximum rate allowable by law. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Term Loan or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds
the Maximum Rate, such Person may, to the extent permitted by applicable law, apply any excess to the payment of outstanding principal, expenses, fees, or premiums rather than interest. 

Section 2.04.    Termination of the Term Loan Commitments. The Borrower may at any time, upon
not less than three Business Days’ notice to the Administrative Agent, which shall be irrevocable, terminate in whole the Term Loan Commitments, provided that any notice of termination may state that it is conditioned upon the effectiveness of
other credit facilities or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. 

Section 2.05.    Notice of Credit Events; Funding of Interest Segments. 

(a)      Notice of Credit Events. The Borrower shall provide to the Administrative Agent
a Notice of Interest Segment Selection, in the form of Exhibit C hereto, prior to (i) 11:00 A.M. (Eastern Time) on the proposed date of selection of, or conversion of an Interest Segment to, a Base Rate Interest Segment, and (ii) 11:00 A.M. (Eastern
Time) three Business Days (or, with respect to the initial funding of the Term Loan, such shorter period as the Administrative Agent and the Lenders may agree) prior to the proposed date of selection of, continuation of, or


  
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conversion of an Interest Segment to, a LIBOR Fixed Rate Interest Segment; provided that, if the Borrower shall have failed to timely provide a Notice of Interest Segment Selection under subpart
(ii) above with respect to the initial funding of the Term Loan, the Term Loan on the Term Loan Funding Date shall be composed of a Base Rate Interest Segment. 

(b)      Conversion and Continuation of Interest Segments. 

(i)      At the request of the Borrower to the Administrative Agent, subject to
the notice and other provisions of this Agreement, the Lenders shall convert a Base Rate Interest Segment to one or more LIBOR Fixed Rate Interest Segments at any time and shall convert a LIBOR Fixed Rate Interest Segment to a Base Rate Interest
Segment on any Interest Adjustment Date applicable thereto. 
 (ii)      At
the request of the Borrower to the Administrative Agent, subject to the notice and other provisions of this Agreement, the Lenders shall continue one or more LIBOR Fixed Rate Interest Segments as of the end of the applicable Interest Period as a new
LIBOR Fixed Rate Interest Segment with a new Interest Period. 

(iii)      Upon the occurrence and during the continuation of any Event of
Default, each LIBOR Fixed Rate Interest Segment may, at the election of the Required Lenders, on the last day of the then existing Interest Period therefor, convert into a Base Rate Interest Segment, and the obligations of the Lenders to make or
convert Interest Segments into, or to continue, LIBOR Fixed Rate Interest Segments shall be suspended until such Event of Default no longer exists. 

(c)      Minimum Amount for Interest Segments.    Each request for:

 (i)      a Base Rate Interest Segment shall be in the amount of not less
than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000); and 

(ii)      a LIBOR Fixed Rate Interest Segment shall be in the amount of not less
than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000). 

(d)      Funding by Lenders. Each Lender shall, before 11:00 A.M. (Eastern time) on the
Term Loan Funding Date, make available for the account of its lending office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of the Term Loan. After the Administrative
Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article V, the Administrative Agent will wire or deposit the proceeds of the Term Loan, in same day funds, to the account of the Borrower. 

(e)      Obligations Several. The failure of any Lender to make its portion of the Term
Loan shall not relieve any other Lender of its obligation hereunder to make its portion of the 

  
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Term Loan on the Term Loan Funding Date, but no Lender shall be responsible for the failure of any other Lender to make their portion of the Term Loan. 

SECTION 2.06. Payment on the Term Loan and Other Obligations.  

(a)      Payments Generally. Each payment made hereunder or under any other Loan Document
by the Borrower shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever. 

(b)      Payments in Dollars. All payments (including prepayments) of the principal of or
interest on the Term Loan or other payment, including but not limited to principal, interest, fees or any other amount owed by the Borrower under this Agreement, shall be made in Dollars. All payments described in this subsection (b) shall be
remitted to the Administrative Agent, at the address of the Administrative Agent for notices referred to in Section 10.01 hereof for the account of the Lenders not later than 11:00 A.M. (Eastern time) on the due date thereof in immediately
available funds. Any such payments received by the Administrative Agent after 11:00 A.M. (Eastern time) shall be deemed to have been made and received on the next Business Day. 

(d)      Payments to Lenders. Upon the Administrative Agent’s receipt of payments
hereunder, the Administrative Agent shall immediately distribute to each Lender its ratable shares, if any, of the amount of principal, interest, and facility and other fees received by the Administrative Agent for the account of such Lender.
Payments received by the Administrative Agent shall be delivered to the Lenders in immediately available funds. Each Lender shall record any principal, interest or other payment, the principal amounts of Base Rate Interest Segments and LIBOR Fixed
Rate Interest Segments, all prepayments and the applicable dates, including Interest Periods, with respect to its portion of the Term Loan made, and payments received by such Lender, by such method as such Lender may generally employ; provided that
failure to make any such entry shall in no way detract from the obligations of the Borrower under this Agreement or any Term Note. The aggregate unpaid amount of the Term Loan, types of Interest Segments, Interest Periods and similar information
with respect to the Term Loan set forth on the records of the Administrative Agent shall be rebuttably presumptive evidence with respect to such information, including the amounts of principal, interest and fees owing to each Lender. 

(e)      Timing of Payments. Whenever any payment to be made hereunder, including,
without limitation, any payment to be made on the Term Loan, shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next Business Day and such extension of time shall in each case be included in the
computation of the interest payable on the Term Loan; provided that, with respect to a LIBOR Fixed Rate Interest Segment, if the next Business Day shall fall in the succeeding calendar month, such payment shall be made on the preceding Business Day
and the relevant Interest Period shall be adjusted accordingly. 

(f)      Computations. All computations (i) of interest in respect of LIBOR Fixed
Rate Interest Segments and of fees (including ticking fees) and other amounts hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but 

  
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excluding the last day) occurring in the period for which such interest or fees are payable, and (ii) of interest in respect of all other interest segments (including Base Rate Interest
Segments) shall be made on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination
by the Administrative Agent of an interest rate or fee hereunder made in accordance with the provisions of this Agreement shall be conclusive and binding for all purposes, absent manifest error. 

(g)      Presumption by Administrative Agent. Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the
Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower
shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative 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 Administrative Agent, at the Federal Funds Effective Rate. 

SECTION 2.07. Prepayment.  

(a)      Right to Prepay. The Borrower shall have the right at any time or from time to
time to prepay, on a pro rata basis for all of the Lenders, all or any part of the principal amount of the Term Loan. Such payment shall include interest accrued on the amount so prepaid to the date of such prepayment and shall be without any
premium or penalty (other than any amount payable under Section 2.09(f) hereof with respect to the amount being prepaid). Each prepayment of the Term Loan shall be applied as directed by the Borrower. 

(b)      Notice of Prepayment. The Borrower shall give the Administrative Agent
irrevocable written notice of prepayment of (i) a Base Rate Interest Segment by no later than 11:00 A.M. (Eastern time) on the Business Day on which such prepayment is to be made, and (ii) a LIBOR Fixed Rate Interest Segment by no later
than 1:00 P.M. (Eastern time) two Business Days before the Business Day on which such prepayment is to be made: provided that any notice of prepayment may state that it is conditioned upon the incurrence of other Indebtedness or the receipt of
proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. 

(c)      Minimum Amount. Each prepayment of a LIBOR Fixed Rate Interest Segment and Base
Rate Interest Segment shall be in the principal amount of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000). 

SECTION 2.08. Payment of Fees. 

(a)      Term Loan Ticking Fee. The Borrower shall pay to the Administrative Agent, for
the ratable account of the Lenders, as a consideration for the Term Loan Commitments, a ticking fee during the Term Loan Ticking Fee Period, payable quarterly, at a rate per annum equal to the 

  
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Applicable Rate multiplied by the average daily outstanding aggregate amount of the Term Loan Commitments during such quarter or other period. The ticking fee shall be payable quarterly in
arrears, commencing on the first Quarterly Date following the commencement of the Term Loan Ticking Fee Period and continuing on each Quarterly Date thereafter, and on the Availability Date. 

(b)      Lender Fees. The Borrower agrees to pay to the Administrative Agent, for the
ratable account of the Lenders, upfront fees payable to the Lenders in the amounts and at the times specified in the Fee Letter to the extent not paid on the Signing Date. 

(c)      Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times specified in the Fee Letter with respect to the performance of its agency functions hereunder. 

SECTION 2.09. Increased Costs, Illegality, Etc. 

(a)      Change in Law. If, due to either (i) the introduction of or any change in
or in the interpretation or application (to the extent any such introduction or change occurs after the date hereof) of any law or regulation, or (ii) compliance with any direction, guideline or request from any central bank or other
Governmental Authority adopted or made after the date hereof (whether or not having the force of law), there shall be any increase in the cost to, or reduction in the amount receivable by, any Lender in connection with agreeing to make or making,
continuing, converting to, funding or maintaining LIBOR Fixed Rate Interest Segments or Base Rate Interest Segments, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay
to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost or reduction. A certificate as to the amount of such increased cost, submitted the Borrower by such Lender,
shall be conclusive and binding for all purposes, absent manifest error. For purposes of this Section 2.09, the Dodd-Frank Act, any requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International
Settlements, or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) under Basel III, and any rules, regulations, orders, requests, guidelines and directives adopted, promulgated or implemented
in connection with any of the foregoing, regardless of the date adopted, issued, promulgated or implemented, are deemed to have been introduced and adopted after the Signing Date. 

(b)      Capital Requirements. If any Lender determines in good faith that compliance
with any law or regulation enacted or introduced after the date hereof or any guideline or request from any central bank or other Governmental Authority adopted or made after the date hereof (whether or not having the force of law) affects or would
affect liquidity requirements or the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, and that the amount of such capital or liquidity requirement is increased by or based upon the
existence of such Lender’s Commitment or the Interest Segments, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from
time to time as specified by such Lender, additional amounts sufficient to compensate such Lender therefor to the extent that such Lender reasonably determines such increase in capital or liquidity 

  
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requirement to be allocable to the existence of such Lender’s Term Loan Commitment, or to the issuance or maintenance of Interest Segments. A certificate as to such amounts submitted to the
Borrower (with a copy to the Administrative Agent) by such Lender shall be conclusive and binding for all purposes, absent manifest error. 

(c)      Rates Unavailable or Not Covering Costs. If, with respect to any LIBOR Fixed
Rate Interest Segments, (i) the Administrative Agent determines that no reasonable basis exists for determining the LIBOR Rate, or (ii) the Required Lenders notify the Administrative Agent that the LIBOR Rate for any Interest Period will
not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective LIBOR Fixed Rate Interest Segments for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders,
whereupon such LIBOR Fixed Rate Interest Segment will automatically, on the last day of the then existing Interest Period therefor, be converted to a Base Rate Interest Segment on such day, and the obligation of the Lenders to make, or to convert
Interest Segments into LIBOR Fixed Rate Interest Segments shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. 

(d)      Illegality. Notwithstanding any other provision of this Agreement, if the
introduction of or any change in or in the interpretation of (to the extent any such introduction or change occurs after the date hereof) any law or regulation shall make it unlawful, or any central bank or other Governmental Authority having
jurisdiction shall assert in writing after the date hereof that it is unlawful, for any Lender to perform its obligations hereunder to make LIBOR Fixed Rate Interest Segments or to continue to fund or maintain LIBOR Fixed Rate Interest Segments,
then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each LIBOR Fixed Rate Interest Segment of such Lender will automatically, upon such demand, convert to a Base Rate Interest
Segment; and (ii) the obligation of such Lender to make, or to convert Base Rate Interest Segments into, LIBOR Fixed Rate Interest Segments shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has
determined that the circumstances causing such suspension no longer exist; provided that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to
designate a different lending office if the making of such a designation would allow such Lender or its lending office to continue to perform its obligations to make LIBOR Fixed Rate Interest Segments or to continue to fund or maintain LIBOR Fixed
Rate Interest Segments and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. 

(e)      Replacement of LIBOR Fixed Rate. Notwithstanding the foregoing, in the event the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Section 2.09(c) have arisen and such circumstances are unlikely to be temporary, (ii) Thomson
Reuters or Bloomberg (or any Person that takes over the administration of such rate) discontinues its administration and publication of interest settlement rates for deposits in Dollars, or (iii) the supervisor for the administrator of the
LIBOR Fixed Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which such rate shall no longer be used for determining interest rates for loans, then the
Administrative Agent and the Borrower shall seek to jointly agree upon an alternate rate of interest to the LIBOR Fixed Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for


  
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syndicated loans in the United States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and
such other related changes to this Agreement as may be necessary or appropriate (as determined in good faith by the Administrative Agent in consultation with the Borrower). Notwithstanding anything to the contrary in Section 10.02, such
amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest
(including the proposed amendment) is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this
Section 2.09(e), following notice of such determination from the Administrative Agent to the Borrower, (A) any request pursuant to this Agreement that requests the conversion to, or continuation of, any LIBOR Fixed Rate Interest Segment
shall be ineffective and any such LIBOR Fixed Rate Interest Segment shall be continued as or converted to, as the case may be, a Base Rate Interest Segment, and (B) if any request is made for a LIBOR Fixed Rate Interest Segment, such Interest
Segment shall be made a Base Rate Interest Segment. If the alternate rate of interest determined pursuant to this Section 2.09(e) shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 

(f)      Breakfunding. If, for any reason, any payment of principal of, or conversion of,
any LIBOR Fixed Rate Interest Segment is made by the Borrower to or for the account of a Lender other than on the last day of an Interest Period, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative 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, including any loss
(excluding loss of anticipated profits), 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 Interest Segment. 

SECTION 2.10. Taxes. 

(a)       Defined Terms. For purposes of this Section 2.10, the term
“Applicable Law” includes FATCA. 
 (b)       Payments Free of Taxes. Any and
all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith
discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such
deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.10) the applicable Recipient receives an amount equal to the sum it would have received had no such
deduction or withholding been made. 

  
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 (c)      Payment of Other Taxes by the
Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(d)      Indemnification by the Borrower. The Borrower shall indemnify each Recipient,
within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.10) payable or paid by such Recipient or required to
be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error. 
 (e)      Indemnification by the Lenders. Each Lender shall
severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for
such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04 relating to the maintenance of a Participant Register
and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source
against any amount due to the Administrative Agent under this paragraph (e). 

(f)      Evidence of Payments. As soon as practicable after any payment of Taxes by the
Borrower to a Governmental Authority pursuant to this Section, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(g)      Status of Lenders. (i) Any Lender that is entitled to an exemption from or
reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly
completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested
by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, 

  
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 the completion, execution and submission of such documentation (other than such
documentation set forth in paragraphs (ii)(A), (ii)(B) and (ii)(D) of this Section 2.10) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii)      Without limiting the generality of the foregoing, in the event that
the Borrower is a U.S. Person, 
 (A)      any Lender that is a U.S. Person
shall deliver to the Borrower and the Administrative Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

(B)      any Foreign Lender shall, to the extent it is legally entitled to do
so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 

(1)      in the case of a Foreign Lender claiming the benefits of an income tax
treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable
payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S.
federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(2)      executed copies of IRS Form
W-8ECI; 
 (3)      in the case of a
Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in
Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or 

(4)      to the extent a Foreign Lender is not the beneficial owner, executed
copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;


  
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provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may
provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner; 

(C)      any Foreign Lender shall, to the extent it is legally entitled to do
so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with
such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D)      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 Code, as applicable), such Lender shall
deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative 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, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 
 Each
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of
its legal inability to do so. 
 (h)      Treatment of Certain Refunds. If any party
determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.10 (including by the payment of additional amounts pursuant to this Section),
it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying
party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event
that such indemnified party is required to repay such 

  
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refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to
indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require
any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(i)      Survival. Each party’s obligations under this Section 2.10 shall
survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan
Document. 
 SECTION 2.11. Sharing of Payments, Etc.   If any Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) of any amount owing to it hereunder (other than amounts payable pursuant to Section 2.09, 2.10 or 10.03) in excess of
its ratable share thereof such Lender shall forthwith purchase from the other Lenders such participations in the amounts owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them;
provided 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 (a) the amount of such Lender’s required repayment, to (b) 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. The Borrower agrees that, to the fullest extent permitted by applicable law, any Lender so purchasing a participation from another
Lender pursuant to this Section 2.11 may 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 the
Borrower in the amount of such participation. 
 SECTION 2.12. Mitigation; Replacement of Lender. 

(a)      Designation of a Different Lending Office. If any Lender requests compensation
under Section 2.09 or 2.10, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking the Term Loan hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.09 or 2.10, as the case may be, in the future, and (ii) would not subject
such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or
assignment. In addition, each Lender may, at its option, make its portion of the Term Loan available to or for the account of the Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make the Term Loan;


  
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provided that any exercise of such option shall not affect the obligation of the Borrower to repay the Term Loan in accordance with the terms of this Agreement. 

(b)      Election to Replace by the Borrower.   Subject to
subsection (c) below, in the event that any Lender requests compensation pursuant to Section 2.09 or 2.10, then, so long as such condition exists, the Borrower may at its sole expense and effort require such Lender to assign and
delegate, without recourse to or representation or warranty by such Lender, all of such Lender’s Term Loan Commitment or outstanding Term Loan to an assignee (any such assignee being herein called a “Replacement Lender”)
acceptable to the Borrower and the Administrative Agent, which acceptance shall not be unreasonably withheld; provided that such assignment does not conflict with Applicable Law. The purchase price of any such assignment shall be equal to the
aggregate outstanding principal amount of the Term Loan held by such Lender plus all accrued but unpaid interest and accrued but unpaid fees owing to such Lender (and upon such delegation and assignment, and subject to the execution and
delivery to the Administrative Agent by the Replacement Lender of documentation prepared by and satisfactory to the Administrative Agent and compliance with the requirements of Section 10.04(b), the Replacement Lender shall thereupon be deemed
to be a Lender for all purposes of this Agreement and shall succeed to the rights and obligations of the Lender being replaced hereunder); provided that the Borrower shall also arrange for payment to the Administrative Agent of the processing and
recordation fee specified in Section 10.04(b)(iv) with respect to such assignment. In the event that the Borrower exercises its rights under this subsection (b), the Lender being replaced shall no longer be a party hereto or have any
rights or obligations hereunder; provided that the obligations of the Borrower to such Lender under Sections 2.09, 2.10 and 10.03 with respect to events occurring or obligations arising before or as a result of such replacement shall survive
such exercise. The Borrower may not exercise its rights under this Section 2.12(b) with respect to any Lender if a Default has occurred and is then continuing. 

(c)      Replacement of Affected Lenders.   Each Lender agrees that, during the
time in which a Lender is an Affected Lender, the Administrative Agent shall have the right (and the Administrative Agent shall, if requested by the Borrower), at the sole expense of the Borrower, upon notice to such Affected Lender and the Borrower
and receipt of the Borrower’s written consent thereto, to require that such Affected Lender assign and delegate, without recourse (in accordance with the restrictions contained in Section 10.04 hereof), all of its interests, rights and
obligations under this Agreement to an assignee, approved by the Borrower (unless an Event of Default shall exist) and the Administrative Agent, that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that such Affected Lender shall have received payment of an amount equal to the outstanding principal of its portion of the Term Loan, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from
such assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts, including any breakage compensation under Section 2.09(f) hereof). 

SECTION 2.13. Interest Rate Determination.  

(a)      Reference Bank Determinations.   The Administrative Agent shall give
prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.03(a)(ii). 

  
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 (b)      Failure to Elect. If the
Borrower shall fail to select the duration of any Interest Period for any LIBOR Fixed Rate Interest Segment in accordance with the provisions contained in the definition of “Interest Period”, the Administrative Agent will forthwith so
notify the Borrower and the applicable Lenders and such Interest Segment will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Interest Segment. 

(c)      Automatic Conversion to Base Rate Interest Segments.   On the date on
which the aggregate unpaid principal amount of a LIBOR Fixed Rate Interest Segment shall be reduced, by payment or prepayment or otherwise, to less than $10,000,000, such LIBOR Fixed Rate Interest Segment shall automatically, on the last day of the
then existing Interest Period therefor, convert into Base Rate Interest Segment. The Administrative Agent shall notify the Lenders and the Borrower of any such conversion. 

(d)      Changes in Ratings Systems.   If the rating system of Moody’s,
S&P or Fitch shall change, or if any such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Administrative Agent (on behalf of the Lenders) shall negotiate in good faith to amend the
references to specific ratings in this Agreement to reflect such changed rating system or the non-availability of ratings from such rating agency (provided, that no such amendment to such specific ratings
shall in any event be effective without the approval of the Required Lenders). 
 ARTICLE III. 

RESERVED 
 ARTICLE IV. 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Administrative Agent and the Lenders that: 

SECTION 4.01.   Organization; Powers.   The Borrower and each Subsidiary is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Neither the Borrower nor any Subsidiary is an EEA Financial
Institution. 
 SECTION 4.02.   Authorization; Enforceability.   The Transactions are within the
Borrower’s corporate powers and have been duly authorized by all necessary corporate action and, if required, all necessary shareholder action, and this Agreement has been duly executed and delivered by the Borrower and constitutes, and each of
the other Loan Documents to which it is a party when executed and delivered by the Borrower will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights, 

  
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and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

SECTION 4.03.   Governmental Approvals; No Conflicts.   The Transactions (a) do not require
any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation
or the charter, by laws or other organizational documents of the Borrower or any of its Subsidiaries or any partnership agreement to which any of them is party or by which any of them is bound or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or Property, or give rise to a right thereunder to require any payment to be made by any such
Person, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries. 

SECTION 4.04. Financial Condition; No Material Adverse Change. 

(a)   Financial Condition.   The Borrower has heretofore furnished to the Lenders its
consolidated audited balance sheet and statements of income and cash flows as of and for the fiscal year ended June 30, 2019, as reported on by Deloitte & Touche LLP, independent public accountants. Such financial statements present
fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of such date in accordance with GAAP. 

(b)   No Material Adverse Change. Since June 30, 2019, no Material Adverse Change has occurred.

 SECTION 4.05. Litigation.   There are no actions, suits or proceedings by or before any arbitrator or
Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries as to which there is a reasonable possibility of an adverse determination, and that, if
adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (other than Disclosed Matters). 

SECTION 4.06. Compliance with Laws and Agreements; No Default.    The Borrower and each Subsidiary
(a) is in compliance with all laws (including ERISA and all applicable Environmental Laws) regulations and orders of any Governmental Authority applicable to it or its Property and all indentures, agreements and other instruments binding upon
it or its Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (b) is in material compliance with all applicable Bank Secrecy Act and anti-money
laundering laws and regulations; and (c) is in compliance, in all material respects, with the Patriot Act (as defined in Section 10.12 hereof). The Borrower has ensured that no Person who owns a controlling interest in or otherwise
controls the Borrower is (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, or any other similar lists maintained by OFAC
pursuant to any authorizing statute, executive order or regulation, or (ii) a Person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 

  
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23, 2001), any related enabling legislation or any other similar executive orders. Neither the Borrower nor any of its Subsidiaries, or to the knowledge of the Borrower or any of its
Subsidiaries, any director or officer of the Borrower or any of its Subsidiaries, is a Person that is, or is owned or controlled by Persons that are (i) the subject or target of any Sanctions, or (ii) located, organized or resident in a
country or territory that is, or whose government is, the subject of Sanctions. Neither the Borrower nor any of its Subsidiaries, or to the knowledge of the Borrower or any of its Subsidiaries, any director, officer, agent, employee or other person
acting on behalf of the Borrower or any of its Subsidiaries has taken any action, directly or indirectly, that would result in a violation by such persons of Anti-Corruption Laws, anti-money laundering laws and Sanctions and the Borrower and its
Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance therewith. No Default has occurred and is continuing. 

SECTION 4.07.   Investment Company Status.   Neither the Borrower nor any of its Subsidiaries is an
“investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940. 
 SECTION
4.08.  Taxes. The Borrower and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except
(a) Taxes that are being contested in good faith by appropriate proceedings and for which such Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in
a Material Adverse Effect. 
 SECTION 4.09.  Disclosure.   None of the reports, financial statements,
certificates or other information (other than forward-looking information and projected financial information and information of a general economic nature and general information about the Borrower’s industry) furnished by or on behalf of the
Borrower to the Lenders in writing in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, with respect to projected financial information, the
Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that such projected financial information is subject to uncertainties and contingencies, many
of which are beyond the control of the Borrower, that no assurances can be given that such projected financial information will be realized, and that actual results may differ in a material manner from such projected financial information). 

SECTION 4.10.  Use of Credit.   Neither the Borrower nor any of its Subsidiaries is engaged principally,
or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any extension of credit hereunder will be used
for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. 

  
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 SECTION 4.11.  Beneficial Ownership.   As of the
Signing Date, the information included in the Beneficial Ownership Certification, if applicable, delivered pursuant to Section 5.01(f)(ii) hereof, is true and correct in all respects. 

ARTICLE V. 
 CONDITIONS OF LENDING

 SECTION 5.01. Conditions to Signing.    This Agreement shall not become effective until the
date (the “Signing Date”) on which the Administrative Agent shall notify the Borrower that the following conditions have been met and that it has received each of the following documents, each of which shall be satisfactory to the
Administrative Agent (and to the extent specified below, to each Lender) in form and substance (or such condition shall have been waived in accordance with Section 10.02): 

(a)      Executed Counterparts.   From each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party, or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page to this Agreement) that such party has
signed a counterpart of this Agreement. 
 (b)      Opinion of Counsel to the
Borrower.   A favorable written opinion (in form and substance satisfactory to the Borrower and the Administrative Agent addressed to the Administrative Agent and the Lenders and dated the Signing Date) of counsel to the Borrower. 

(c)      Reserved. 

(d)      Corporate Documents.   Such documents and certificates as the
Administrative Agent or its counsel may reasonably request (including without limitation certified copies of the charter and by-laws of the Borrower and of resolutions of its board of directors authorizing the
Transactions) relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions. 

(e)      Officer’s Certificate.   A certificate, dated the Signing Date
and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming no Default and compliance with the representations and warranties of the Borrower set forth in this Agreement. 

(f)      KYC Information.   Borrower shall have provided to the Lenders
(i) the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and
regulations, including the PATRIOT Act, and (ii) if Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, in form and substance satisfactory to Lenders. 

(g)      Other Documents.   Such other documents as the Administrative Agent or
counsel to KeyBank may reasonably request, including, but not limited to, the Fee Letter and the Term Notes. 

  
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 (h)      Other Conditions.  
Receipt by the Administrative Agent of such fees as the Borrower shall have agreed to pay to the Administrative Agent in connection herewith, including the reasonable fees and expenses of the Administrative Agent’s counsel in connection with
the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the extensions of credit hereunder (to the extent that statements for such fees and expenses have been delivered to the Borrower). 

The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Signing Date, and such notice shall be conclusive
and binding. 
 SECTION 5.02.   Conditions Precedent to Funding of Term
Loan.    Notwithstanding anything herein to the contrary, the Lenders’ obligation to make the Term Loan on the Term Loan Funding Date shall be subject only to the Acquisition Funding Conditions having been satisfied (or
waived in accordance with Section 10.02). During the period from the Signing Date to and including the Availability Date, neither the Administrative Agent nor any Lender shall be entitled to (a) cancel any of its commitments under this
Agreement to provide the Term Loan, (b) rescind, terminate or cancel any Loan Document or exercise any right or remedy or make or enforce any claim under the Loan Documents or otherwise it may have, in each case to the extent to do so would
prevent, limit or delay the making of the Term Loan on the Closing Date, (c) refuse to participate in making the Term Loan when required to do so under any Loan Document, or (d) exercise any right of
set-off or counterclaim in respect of its portion of the Term Loan thereunder to the extent to do so would prevent, limit or delay the making of the Term Loan; provided that, in each case, the Acquisition
Funding Conditions have been satisfied; provided further that, with respect to subparts (a) through (d) above, the foregoing shall not apply if an Event of Default under Section 8.01(b), (h), (i) or (j) has occurred with respect to
the Borrower. 
 ARTICLE VI. 

AFFIRMATIVE COVENANTS 

Until the Term Loan Commitments have expired or been terminated and the principal of and interest on the Term Loan and all
fees and all other amounts whatsoever payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Administrative Agent and the Lenders that: 

SECTION 6.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and
each Lender: 
 (a)      within 90 days after the end of each fiscal year of the Borrower, the
audited consolidated balance sheet and related statements of income and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all
reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope
of such audit) to the effect that such consolidated financial statements present fairly in all material 

  
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respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; 

(b)      within 45 days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, the consolidated balance sheet and related statements of income and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in
each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all
material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes; 
 (c)      concurrently with any delivery of
financial statements under subpart (a) or (b) of this Section 6.01, a certificate of a Financial Officer of the Borrower (i) certifying as to whether an Event of Default has occurred and is continuing and, if an Event of Default
has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 7.04, and
(iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 4.04 and, if any such change has occurred, specifying the effect of such change
on the financial statements accompanying such certificate; 
 (d)      concurrently with any
delivery of financial statements under subpart (a) of this Section 6.01, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such
financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines); 

(e)      promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Borrower or any of its Subsidiaries with the SEC, or with any national securities exchange; and 

(f)      promptly following any request therefor, such other information regarding the
operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request. 

Documents required to be delivered pursuant to Section 6.01(a), Section 6.01(b) or Section 6.01(e) may be
delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents or notices, or provides a link thereto on the Borrower’s website, or (ii) on which such
documents or notices are posted on the Borrower’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (x) upon the written request of the Administrative Agent, the Borrower shall deliver paper copies of such documents or notices to the Administrative Agent for any Lender that requests the Borrower deliver
such paper copies 

  
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until a written request to cease delivering paper copies is given by the Administrative Agent and (y) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of
the posting of any such documents or notices and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 

SECTION 6.02.   Notices of Material Events.   The Borrower will furnish to the Administrative Agent
and each Lender prompt written notice of the following: 
 (a)      the occurrence of any
Default; 
 (b)      the filing or commencement of any action, suit or proceeding by or before
any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that could reasonably be expected to result in a Material Adverse Effect; 

(c)      the occurrence of any ERISA Event that, alone or together with any other ERISA Events
that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $10,000,000; 

(d)      the assertion of any Environmental Claim by any Person against, or with respect to the
activities of, the Borrower or any of its Subsidiaries and any alleged violation of or non-compliance with any Environmental Laws or any permits, licenses or authorizations, other than any Environmental Claim
or alleged violation that would not (either individually or in the aggregate) have a Material Adverse Effect; and 

(e)      any other development that results in, or could reasonably be expected to result in, a
Material Adverse Effect. 
 Each notice delivered under this Section 6.02 shall be accompanied by a statement of a Financial Officer or
other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. 

SECTION 6.03.  Existence; Conduct of Business.   The Borrower will, and will cause each of its
Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges and franchises material to the conduct of its
business; provided, that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.02. 

SECTION 6.04.  Payment of Obligations.   The Borrower will, and will cause each of its Subsidiaries to,
pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith
by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Effect. 
 SECTION 6.05. Maintenance of Properties.   The Borrower
will, and will cause each of its Subsidiaries to, maintain and preserve all of its Property that are used or useful in the conduct 

  
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of its business in good working order and condition, ordinary wear and tear excepted, except where failure to do so would not have a Material Adverse Effect. 

SECTION 6.06.   Insurance.   The Borrower will, and will cause each of its Subsidiaries to,
maintain appropriate and adequate insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is customary in the industries in which the Borrower or such Subsidiary operates. 

SECTION 6.07.   Books and Records and Visitation Rights.  
The Borrower will keep, and cause each of its Subsidiaries to keep, proper books of record and account as are necessary to prepare Consolidated financial statements in accordance with GAAP, in which full and correct entries shall be made of all
financial transactions and Property and business of the Borrower and each such Subsidiary in accordance with GAAP. The Borrower will, and will cause each of its Subsidiaries to, at any reasonable time during normal business hours and upon reasonable
prior notice and from time to time, permit the Administrative Agent or any of the Lenders or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the
Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their officers or directors and with their independent certified or chartered public accountants. 

SECTION 6.08.   Compliance with Laws.   The Borrower will, and will cause each of its Subsidiaries
to, comply with all laws, rules, regulations and orders of any Governmental Authority (including, without limitation, ERISA and Environmental Laws and any the rules and regulations thereunder) applicable to it or its Property, except where the
failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

SECTION 6.09.   Use of Proceeds.    The proceeds of the Term Loan will be used in
connection with the consummation of the Acquisition (including fees and expenses in connections therewith). No part of the proceeds of the Term Loan will be used, whether directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of buying or carrying any Margin Stock. The Borrower will not, directly or, to the Borrower’s knowledge, indirectly, use the proceeds of the Term Loan, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other Person, (a) (i) to fund activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject or target of Sanctions, or
(ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Term Loan, whether as underwriter, advisor, investor, or otherwise); or (b) in furtherance of an offer,
payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of Anti-Corruption Laws or anti-money laundering laws. 

SECTION 6.10.   Beneficial Ownership.    Promptly following any request therefor,
Borrower shall provide information and documentation reasonably requested by Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without
limitation, the PATRIOT Act and, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation. 

  
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 ARTICLE VII. 

NEGATIVE COVENANTS 

Until the Term Loan Commitments have expired or been terminated and the principal of and interest on the Term Loan and all
fees and all other amounts whatsoever payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Administrative Agent and the Lenders that: 

SECTION 7.01.   Liens.   The Borrower will not, nor will it permit any Subsidiary to, create,
assume or suffer to exist any Lien on any Property now owned or hereafter acquired by it, except: 

(a)      Liens existing on the date of this Agreement and listed in
Schedule III; 
 (b)      any Lien existing on any Property of any Person
at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such event; provided that no such Lien shall extend to or cover other Property; 

(c)      purchase money Liens upon or in any Property acquired or held by the
Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price thereof or to secure Indebtedness incurred for the purpose of financing the acquisition, construction or improvement thereof, or Liens existing on
any such Property at the time of or within one year of its acquisition or the completion of the construction or improvement thereof, provided that no such Lien shall extend to or cover any Property other than Property being acquired, constructed or
improved; provided that individual financings by any lender may be cross-collateralized to other financings provided by such lender or its affiliates; 

(d)      any Lien on any Property of any Person existing at the time such Person
is merged, amalgamated or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; provided that no such Lien shall extend to or cover other Property; 

(e)      any Lien existing on any Property prior to the acquisition thereof by
the Borrower or a Subsidiary thereof and not created in contemplation of such acquisition; provided, that no such Lien shall extend to or cover other Property; 

(f)      Permitted Encumbrances; 

(g)      the replacement, extension or renewal of any Lien otherwise permitted
under this Section 7.01 upon or in the same Property theretofore subject thereto; provided that no such extension, renewal or replacement shall extend to or cover any Property not theretofore subject to the Lien being extended, renewed or
replaced; and 
 (h)      precautionary filings of financing statements (under
the Uniform Commercial Code from time to time in effect in any applicable jurisdiction and under any comparable foreign regime) in respect of (i) operating leases and (ii) accounts receivable of the Borrower or its Subsidiaries being sold
to financial institutions in the ordinary 

  
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course of business pursuant to receivables purchase agreements, in each case to the extent such precautionary filings cover only those accounts receivable that are the subject of the applicable
receivables purchase agreement and the related assets and proceeds thereof. 
 SECTION 7.02. Fundamental Changes.

 (a)      Mergers, Consolidations, Disposal of Assets,
Etc.    The Borrower will not, nor will it permit any Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property, or all or substantially all of the stock or other ownership interests of any of its Subsidiaries (in each case,
whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) any Person (other than the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell,
transfer, lease or otherwise dispose of its Property to the Borrower or to another Subsidiary, and (iv) the stock or Property of any Subsidiary may be sold, and any Subsidiary may be liquidated or dissolved, if the Borrower determines in good
faith that such sale, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders. Notwithstanding the foregoing, consummation of the Acquisition in all material respects in accordance
with the Acquisition Agreement shall be permitted under this Section 7.02. 

(b)      Lines of Business.    The Borrower will not, nor will it
permit its Subsidiaries to, engage in any business which is material to the operations of the Borrower and its Subsidiaries, taken as a whole, other than businesses of the general type conducted by the Borrower and its Subsidiaries on the date of
this Agreement and businesses reasonably related thereto or technologically derived therefrom. 
 SECTION
7.03  Transactions with Affiliates.    The Borrower will not, nor will it permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property to, or purchase, lease or otherwise acquire any Property
from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could
be obtained on an arm’s-length basis from unrelated third parties, as determined by the Borrower in good faith, and (b) transactions between or among the Borrower and its Subsidiaries not involving
any other Affiliate. 
 SECTION 7.04.  Debt to Capitalization Ratio.    Commencing on
and after the first fiscal quarter end date of the Borrower occurring after the Term Loan Funding Date, at any time that the Borrower is not able to maintain a Moody’s Rating, S&P Rating and Fitch Rating of A3, A- and A- (or better), respectively, the Borrower will not permit the Debt to Capitalization Ratio (as of the last day of any fiscal quarter of the Borrower) to exceed 0.65 to
1.00. 

  
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 ARTICLE VIII. 

EVENTS OF DEFAULT 

SECTION 8.01.  Events of Default.  If any of the following events (“Events of
Default”) shall occur: 
 (a)      the Borrower shall fail to pay any principal of
the Term Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof (other than with respect to a contingent notice of prepayment which has been revoked) or otherwise; 

(b)      the Borrower shall fail to pay any interest on the Term Loan or any fee or any other
amount (other than an amount referred to in subpart (a) of this Section 8.01) payable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied
for a period of three or more Business Days; 
 (c)      any representation or warranty made
or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall prove to have been incorrect in any material (without duplication of materiality) respect
when made or deemed made; 
 (d)      the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 6.02, 6.03(a) or 6.09, or in Article VII; 

(e)      the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in subpart (a), (b) or (d) of this Article VIII), or any other Loan Document, and such failure shall continue unremedied for a period of 30 or more days after notice thereof from the
Administrative Agent (given at the request of any Lender) to the Borrower; 
 (f)      the
Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable; 

(g)      any event or condition occurs that results in any Material Indebtedness becoming due
prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material
Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; 

(h)      an involuntary proceeding shall be commenced or an involuntary petition or application
shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any of its Subsidiaries (other than a non-material Subsidiary) or its debts, or of a substantial part
of its Property, under any Federal, state or foreign bankruptcy, insolvency, 

  
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receivership or similar law now or hereafter in effect, or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of
its Subsidiaries (other than a non-material Subsidiary) or for a substantial part of its Property, and, in any such case, such proceeding or petition shall continue undismissed for a period of 60 or more days
or an order or decree approving or ordering any of the foregoing shall be entered; 

(i)      the Borrower or any of its Subsidiaries (other than a
non-material Subsidiary) shall (i) voluntarily commence any proceeding or file any petition or application seeking liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in subpart (h) of this
Section 8.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries (other than a
non-material Subsidiary) or for a substantial part of its Property, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; 

(j)       the Borrower or any of its Subsidiaries (other than a non-material Subsidiary) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; 

(k)      one or more judgments for the payment of money in an aggregate amount in excess of
$25,000,000 shall be rendered against the Borrower or any of its Subsidiaries or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action
shall be legally taken by a judgment creditor to attach or levy upon any Property of the Borrower or any of its Subsidiaries to enforce any such judgment; provided, however, that any such judgment shall not be an Event of Default under this
subpart (k) if and for so long as (i) the amount of such judgment is covered by a valid and binding policy of insurance between the defendant and the insurer, and (ii) such insurer has been notified of, and has not disputed in
writing, the claim (or the amount of the claim) made for payment of such judgment; 

(l)      an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding (i) $10,000,000 in any year or (ii) $50,000,000 for
all periods; or 
 (m)      a Change in Control shall occur; 

then the Administrative Agent, at any time following the making of the Term Loan on the Term Loan Funding Date, during which any Event of
Default has occurred and at any time thereafter during the continuance of such event, may with the consent of the Required Lenders, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following
actions, at the same or different times: (i) terminate the Term Loan Commitments, and thereupon the Term Loan Commitments shall terminate immediately, and (ii) declare the Term Loan then outstanding to be due and payable in whole (or in
part, in which case any principal not 

  
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so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal so declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that, at any time
after the Signing Date, in case of any event with respect to the Borrower described in subpart (h) or (i) of this Article VIII, the Term Loan Commitments shall automatically terminate and the principal of the Term Loan then outstanding (if
any), together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower. The Administrative Agent shall exercise the rights under this Article VIII and all other collection efforts on behalf of the Lenders and no Lender shall act independently with respect thereto, except as otherwise specifically
set forth in this Agreement. Notwithstanding anything to the contrary in this Section 8.01, unless an Event of Default under subparts (b), (h), (i) or (j) hereof with respect to the Borrower shall have occurred and be continuing, prior to
the Availability Date, the Administrative Agent and the Lenders shall not be entitled to terminate the Term Loan Commitment, in whole or in part. 

ARTICLE IX. 
 THE ADMINISTRATIVE
AGENT 
 SECTION 9.01.  Authorization and Action. Each Lender hereby appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as
are reasonably incidental thereto. As to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders; provided that the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give each Lender prompt notice of each notice given to it by or on behalf of the
Borrower pursuant to the terms of this Agreement. Each “joint lead arranger”, “book runner”, and Co-Syndication Agent, in their capacities as such, shall have no powers, duties,
responsibilities or liabilities whatsoever under this Agreement or any other Loan Document, and the inclusion of such titles shall have no substantive effect. 

SECTION 9.02.  No Reliance. Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Administrative Agent (a) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants


  
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or experts; (b) makes no representation or warranty to any Lender and shall not be responsible to any of them for any statements, warranties or representations made in or in connection with
the Loan Documents; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of the Borrower or to inspect Property (including the
books and records) of the Borrower or any of its Subsidiaries; (d) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any instrument or
document furnished pursuant hereto; (e) shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to it by the Borrower or a Lender; and (f) shall incur no liability under or in respect of any
Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties. 

SECTION 9.03.    Capacity as Lender.   With respect to its Term Loan Commitment and the
portion of the Term Loan made by it, KeyBank shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated, include KeyBank in its individual capacity. KeyBank and its Affiliates may accept deposits from, lend money to, act as trustee under indentures for, accept investment banking engagements from and generally
engage in any kind of business with, the Borrower and its Subsidiaries, any of their respective Affiliates and any Person who may do business with or own securities of the Borrower or any such Subsidiary or Affiliate, all as if KeyBank were not
Administrative Agent and without any duty to account therefor to the Lenders. 
 SECTION
9.04.    Lender Credit Decision.   Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in
Section 4.04 and such other 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
Administrative Agent 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. 

SECTION 9.05.    Indemnification.   The Lenders agree to indemnify the Administrative
Agent severally and ratably according to the principal amount of the Term Loan made by each Lender, for any amounts that the Borrower for any reason fails to indefeasibly pay under Section 10.03; provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent, as determined by a final non-appealable judgment of a court of competent jurisdiction. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and
expenses payable by the Borrower under Section 10.03 of this Agreement, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. 

SECTION 9.06.    Successor Administrative Agent.  The Administrative Agent may resign at
any time by giving written notice thereof to the Lenders and the Borrower and may be 

  
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removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal
of the retiring Administrative Agent, then the Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least $500,000,000; provided, that, if no such successor is willing and able to function as the Administrative Agent hereunder, such resignation or removal shall nonetheless become
effective and (a) the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder, and (b) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and
communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this Section 9.06.
Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of
the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative
Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the Loan Documents. 

Section 9.07.  ERISA Representations. 

(a)      Each Lender (i) represents and warrants, as of the date such Person became a
Lender party hereto, to, and (ii) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to
or for the benefit of the Borrower, that at least one of the following is and will be true: 

(i)      such Lender is not using “plan assets” (within the meaning of
Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loan Commitment or this Agreement; 

(ii)      the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a
class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loan Commitment and this Agreement; 

  
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 (iii)     (A) such Lender is an
investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf
of such Lender to enter into, participate in, administer and perform the Term Loan, the Term Loan Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Term Loan, the Term Loan
Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,
the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loan Commitment
and this Agreement; or 
 (iv)      such other representation, warranty and
covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 

(b)      In addition, unless either (a) subpart (i) in subsection (a) is true with
respect to a Lender or (b) such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in subsection (a) above, such Lender further
(1) represents and warrants, as of the date such Person became a Lender party hereto, to, and (2) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into,
participation in, administration of and performance of the Term Loan Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any
documents related hereto or thereto). 
 ARTICLE X. 

MISCELLANEOUS 

SECTION 10.01.  Notices. All notices and other communications provided for hereunder shall be in writing
(including facsimile communication) and mailed, telecopied or delivered: 
 (a)      if to the
Borrower, at its address at Treasury Department, 6035 Parkland Boulevard, Cleveland, Ohio, 44124-4141, Attention of David B. Ostro (Fax
No. 216-896-4041, Telephone No. 216-896-2474); 

(b)      if to the Administrative Agent, at its address at 127 Public Square, Mailcode: OH-01-27-062, Cleveland, Ohio 44114-1306, Attention of Brian Fox (Fax No. 216-689-4649, Telephone No. 216-689-4599) (provided that, for any funding
requests or payments, to the Administrative Agent at its address at 4900 Tiedeman Road, Mailcode: OH-01-49-0362, Brooklyn, Ohio
44144, Attention: Key Agency Servicing Team (Fax No. 216-370-6114, Telephone
No. 216-689-5050); and 

  
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 (c)      if to any Lender, at the address for
notices specified in the Administrative Questionnaire of such Lender or as otherwise specified in writing to the Administrative Agent. 

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties
hereto (or, in the case of any such change by a Lender, by notice to the Borrower and the Administrative Agent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the date of receipt. 
 SECTION 10.02.  Waivers; Amendments. 

(a)      No Deemed Waivers; Remedies Cumulative.    No failure or
delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by
subsection (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of the Term Loan shall not be
construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time. 

(b)      Amendments.    Neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall: 
 (i)      increase the Term Loan
Commitment of any Lender without the written consent of such Lender; 

(ii)      reduce the principal amount of the Term Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender; provided, that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the default
rate; 
 (iii)      postpone the scheduled date of payment of the principal
amount of the Term Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of the Term Loan Commitments, without the written consent of
each Lender; provided that the foregoing shall not apply to a contingent notice of prepayment which has been revoked; 

(iv)      change Section 2.11 or the definition of “Pro Rata
Share” (or the ratable treatment of the Lenders) thereunder without the consent of each Lender; or 

  
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 (v)      change any of the
provisions of this Section 10.02(b) or the percentage in the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; 
 and provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Notwithstanding anything to the contrary in this Agreement or any
other Loan Document, any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, error, defect or inconsistency so
long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof (including a copy of such agreement) and the Administrative Agent shall not have received, within five Business Days of the date of
such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment. 

SECTION 10.03.  Costs and Expenses and Indemnification. 

(a)      The Borrower agrees to pay and reimburse on demand all reasonable costs and expenses of
the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities
under this Agreement. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of the Administrative Agent and each of the Lenders which shall be limited to one counsel for
all such Persons, taken as a whole, and , if necessary, one local counsel in each appropriate jurisdiction for all such Persons, taken as a whole (and, in the case of an actual or potential conflict of interest, of one additional counsel for such
affected Person)), incurred by the Administrative Agent or any Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including,
without limitation, counsel fees and expenses in connection with the enforcement of rights under this Section 10.03(a). Such fees and out-of-pocket expenses shall
be reimbursed by the Borrower upon presentation to the Borrower of a statement of account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. 

(b)      The Borrower hereby agrees to indemnify the Administrative Agent, each Lender and each
of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any and all direct claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and disbursements of counsel, which shall be limited to one counsel for all such Persons, taken as a whole, and, if necessary, one local counsel in each appropriate jurisdiction for all such
Persons, taken as a whole (and, in the case of an actual or potential conflict of interest, of one additional counsel for such affected Person)), joint or several, that may be incurred by or asserted


  
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or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with
respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the Term Loan, whether or not such investigation,
litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth
in Article V are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such direct claim, damage, loss, liability or expense resulted from such Indemnified Party’s own gross negligence or
willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction. 

(c)      The Borrower hereby further agrees that no Indemnified Party shall have any liability
(whether direct or indirect, in contract, tort or otherwise) to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby or any use made or proposed to be made with the proceeds of the
Term Loan, except to the extent such liability resulted from such Indemnified Party’s gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent
jurisdiction. 
 (d)      The Borrower agrees not to assert any claim against any Indemnified
Party, and each of the Lenders and the Administrative Agent agree not to assert any claim against the Borrower on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to any of the
Loan Documents or any of the transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Term Loan. 

SECTION 10.04.  Assignments and Participations. 

(a)      Assignments Generally.    The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement. 
 (b)      Assignments by
Lenders.    Any Lender may assign to one or more Eligible Transferees all or a portion of its rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and the Term Loan at the
time owing to it); provided that: 
 (i)      except in the case of an
assignment to a Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); 

  
 51 













 (ii)      except in the case
of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment or portion of the Term Loan, the amount of the Term Loan Commitment or Term Loan of the
assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 or in an integral multiple of
$1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent otherwise consent; 

(iii)      each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under this Agreement; 

(iv)      the parties to each assignment (other than the Borrower) shall execute
and deliver to the Administrative Agent an Assignment and Acceptance prepared by the Administrative Agent, and shall pay to the Administrative Agent a processing and recordation fee of $3,500; and 

(v)      the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; 
 provided further that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default has occurred and is continuing. Upon acceptance and recording pursuant to subsection (d) of this Section 10.04, from and after the effective date specified in each Assignment and
Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.09, 2.10 and 10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that
does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (e) of this Section 10.04. 

(c)      Maintenance of Register by the Administrative Agent.    The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Cleveland, Ohio a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Term Loan Commitment of, and principal amount of the Term Loan owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive
absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

  
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 (d)        Effectiveness of
Assignments.    Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be
a Lender hereunder), the processing and recordation fee referred to in subsection (b) of this Section 10.04 and any written consent to such assignment required by subsection (b) of this Section 10.04, the Administrative
Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
subsection. 
 (e)        Participations.    Any Lender
may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement and the other Loan Documents (including all or a portion of its Term Loan Commitment and the Term Loan owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the 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 the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided, that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that affects such Participant. Subject to subsection (f)
of this Section 10.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09 and 2.10 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section 10.04. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it
enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Term Loan or other obligations under the Loan Documents (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its
other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is
recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent)
shall have no responsibility for maintaining a Participant Register. 

(f)        Limitations on Rights of Participants.    A
Participant shall not be entitled to receive any greater payment under Section 2.09 or 2.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made at a time when the circumstances giving rise to 

  
 53 













 
such greater payment did not exist. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.09 unless the Borrower is notified of
the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.09(f) as though it were a Lender. 

(g)        Certain Pledges.    Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank, and this Section shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto. 

(h)        No Assignments to the Borrower or
Affiliates.    Anything in this Section 10.04 to the contrary notwithstanding, no Lender may assign or participate any interest in the Term Loan Commitment or the Term Loan held by it hereunder to the Borrower or any
Affiliate or Subsidiary thereof without the prior consent of each Lender. 
 SECTION 10.05.
Survival.    All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of the Term Loan, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of
or any accrued interest on the Term Loan, or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Term Loan Commitments have not expired or terminated. The provisions of Sections 2.09, 2.10 (to
the extent provided therein), 10.03 and 10.11 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Term Loan, the expiration or termination
of the Term Loan Commitments or the termination of this Agreement or any provision hereof. 
 SECTION 10.06.
Counterparts; Integration; Effectiveness.    This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. 

  
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 SECTION 10.07. Severability.    Any provision of
this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

SECTION 10.08. Right of Setoff.    If an Event of Default shall have occurred and be continuing,
upon notice to the Administrative Agent, each Lender (and any affiliate thereof) 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, in whatever currency) 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 the Borrower against any of and all the obligations of the
Borrower now or hereafter existing under this Agreement held by such Lender (or such affiliate), irrespective of whether or not such Lender (or such affiliate) shall have made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender (and its affiliates) under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender (or its affiliates) may have. 

SECTION 10.09. Governing Law; Jurisdiction; Etc. 

(a)        Governing Law.    This Agreement shall be
construed in accordance with and governed by the law of the State of New York; provided that the laws of the State of Delaware shall govern in determining (i) whether the Acquisition has been consummated in accordance with the terms of the
Acquisition Agreement, (ii) whether a Material Adverse Effect (as defined in the Acquisition Agreement) has occurred under the Acquisition Agreement, and (iii) compliance with any Acquisition Agreement Representation (as defined in
Schedule II). 
 (b)        Submission to
Jurisdiction.    The Borrower hereby irrevocably and unconditionally submits, for itself and its Property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the
United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its Property in the courts of any
jurisdiction. 
 (c)        Waiver of Venue.    The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement in any court referred to in subsection (b) of this Section 10.09. Each of the 

  
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parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d)        Service of Process.    The Borrower hereby
irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 111 Eighth Avenue, New York, New York 10011, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on its behalf service of copies of the summons and complaint and any other process which may be served in any such action or proceeding brought in the
State of New York, and agrees that the failure of the Process Agent to give any notice of any such service of process to it shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any
judgment based thereon. Such appointment shall be irrevocable until the final payment of all amounts payable under this Agreement, except that if for any reason the Process Agent appointed hereby ceases to be able to act as such, the Borrower will,
by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval (which approval shall not be unreasonably withheld) of the Administrative Agent.
The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this
Section 10.09(d) in full force and effect and to cause the Process Agent to act as such. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

SECTION 10.10. Headings.    Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 10.11. Confidentiality. 

(a)        Treatment of Certain Information.    The
Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Subsidiaries (in connection with this Agreement or otherwise) by any Lender or by
one or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the
decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of subsection (b) of this
Section 10.11 as if it were a Lender hereunder. Such authorization shall survive the repayment of the Term Loan or the termination of this Agreement or any provision hereof. 

(b)        Confidentiality.    Each of the Administrative
Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed by any thereof (i) to its and its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to
the extent requested by any regulatory authority, (iii) to the extent required by applicable laws or regulations or by any 

  
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subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit,
action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this paragraph, to
(a) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (b) any actual or prospective party (or its related parties) to any swap, derivative or
other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; (vii) on a confidential basis to any rating agency in connection with rating the Borrower or its
Subsidiaries or the facilities or the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facilities, (viii) on a confidential basis to any credit insurance provider
relating to the Borrower and its obligations, (ix) with the consent of the Borrower or (x) to the extent such Information (A) becomes publicly available other than as a result of a breach of this paragraph or (B) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this
Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Term
Loan. For the purposes of this paragraph, “Information” means all information received from the Borrower relating to its business, other than any such information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this Section 10.11(b) shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information. 
 SECTION 10.12. USA PATRIOT
ACT.    Each Lender that is subject to the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the
Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act and other applicable
“know your customer” and anti-money laundering rules and regulations. 
 SECTION
10.13.    NO FIDUCIARY DUTY. The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this Section 10.13, the “Lenders”), may have economic interests that conflict
with those of the Borrower, its stockholders or its Affiliates. The Borrower hereby agrees that nothing in the Loan Documents or otherwise will be deemed to create a fiduciary relationship or fiduciary duty between any Lender, on the one hand, and
the Borrower, its stockholders or its Affiliates, on the other. The Borrower acknowledges and agrees that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are
arm’s length commercial transactions between the 

  
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Lenders, on the one hand, and the Borrower, on the other, and (b) in connection therewith, no Lender has assumed a fiduciary responsibility in favor of the Borrower, its stockholders or its
Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the
Borrower, its stockholders or its Affiliates on other matters). The Borrower hereby acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own
independent judgment with respect to such transactions and the process leading thereto. 
 SECTION
10.14.  Acknowledgement and Consent to Bail-In of EEA Financial Institutions.    Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, 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 that 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 any other Loan Document; 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. 
 SECTION 10.15.
WAIVER OF JURY TRIAL.    THE BORROWER AND EACH OTHER PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE BORROWER AND EACH OTHER PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15. 

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

			
	PARKER-HANNIFIN CORPORATION


 
			
		
	By:	 	/s/ Catherine A. Suever


 
			
	Name: Catherine A. Suever
	Title: Executive Vice President – Finance & Administration and Chief Financial Officer


 Signature Page to 

Credit Agreement 












 
			
	 KEYBANK NATIONAL ASSOCIATION
as the Administrative Agent and as a
Lender



 
			
		
	By:	 	/s/ Brian P. Fox


 
			
	Name: Brian P. Fox
	Title:   Senior Vice President


 [LENDER SIGNATURE PAGES TO FOLLOW] 

Signature Page to 
 Credit
Agreement 












 
			
	CITIBANK, N.A.


 
			
		
	By:	 	/s/ Susan Olsen


 
			
	Name: Susan Olsen
	Title: Vice President


 Signature Page to 

Credit Agreement 












 
			
	HSBC BANK USA, NATIONAL ASSOCIATION
		
	By:	 	/s/ Patrick
Mueller                                  
	Name: Patrick Mueller
	Title: Managing Director



  
 Signature Page to 

Credit Agreement 













 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Gene Riego de Dios                               
    
	Name: Gene Riego de Dios
	Title: Executive Director



  
 Signature Page to 

Credit Agreement 













 
			
	MIZUHO BANK (USA)
		
	By:	 	/s/ Tracy Rahn
                                  
	Name:  Tracy Rahn
	Title: Executive Director



  
 Signature Page to 

Credit Agreement 













 
			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Nicholas Cheek                                 
  
	Name: Nicholas Cheek
	Title: Vice President



  
 Signature Page to 

Credit Agreement 













 
			
	TD BANK, N.A.
		
	By:	 	/s/ Alan Garson
                                  
	Name: Alan Garson
	Title: Senior Vice President



  
 Signature Page to 

Credit Agreement 













 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Kevin Valenta
                                  
	Name: Kevin Valenta
	Title: Vice President



  
 Signature Page to 

Credit Agreement 













 
			
	BANK OF AMERICA, NATIONAL ASSOCIATION
		
	By:	 	/s/ Jason Yakabu
                                  
	Name: Jason Yakabu
	Title: Vice President



  
 Signature Page to 

Credit Agreement 













 
			
	BRANCH BANKING AND TRUST
COMPANY
		
	By:	 	/s/ Sandra Centa
                                  
	Name: Sandra Centa
	Title: SVP



  
 Signature Page to 

Credit Agreement 













 
			
	BNP PARIBAS
		
	By:	 	/s/ Ade Adedeji
                                  
	Name: Ade Adedeji
	Title: Director
		
	By:	 	/s/ Karim Remtoula                             
	Name: Karim Remtoula
	Title: Vice President



  
 Signature Page to 

Credit Agreement 













 
			
	BANK OF CHINA, NEW YORK BRANCH
	
	By: /s/ Raymond Oiao
                                  
	Name: Raymond Oiao
	Title: Executive Vice President



  
 Signature Page to 

Credit Agreement 













 
			
	MORGAN STANLEY BANK, N.A.


 
			
		
	By:	 	 /s/ Michael King



 
			
	 Name: Michael King

	 Title: Authorized Signatory




  
 Signature Page to 

Credit Agreement 













 
			
	MUFG BANK, LTD.


 
			
		
	By:	 	 /s/ Jeffrey Flagg



 

			
	 Name: Jeffrey Flagg

	 Title: Director




  
 Signature Page to 

Credit Agreement 













 
			
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Sean Duggan



 
			
	 Name: Sean Duggan

	 Title: Vice President




  
 Signature Page to 

Credit Agreement 













 
			
	THE BANK OF NEW YORK MELLON
		
	By:	 	 /s/ John M. DiMarsico





			
	 Name: John M. DiMarsico

	 Title: Director




  
 Signature Page to 

Credit Agreement 













 
			
	 BANCO BILBAO VIZCAYA
 ARGENTARIA,
S.A. NEW YORK BRANCH



 
			
		
	By:	 	 /s/ Cara Younger



 
			
	 Name: Cara Younger

	 Title: Executive Director



  

			
	
		
	By:	 	 /s/ Luis Ruigomez



 

			
	 Name: Luis Ruigomez

	 Title: Executive Director




  
 Signature Page to 

Credit Agreement 













 
			
	U.S. BANK NATIONAL ASSOCIATION


 
			
		
	By:	 	 /s/ Paul F. Johnson





			
	 Name: Paul F. Johnson

	 Title: Vice President




  
 Signature Page to 

Credit Agreement 













 
			
	SANTANDER BANK, N.A.


 
			
		
	By:	 	 /s/ Irv Roa



 
			
	 Name: Irv Roa

	 Title: Senior Vice President




  
 Signature Page to 

Credit Agreement 













 
			
	COMMERZBANK AG, NEW YORK BRANCH


 
			
		
	By:	 	 /s/ John W. Deegan





			
	 Name: John W. Deegan

	 Title: Director



  

			
	
		
	By:	 	 /s/ Mathew Ward



 
			
	 Name: Mathew Ward

	 Title: Director




  
 Signature Page to 

Credit Agreement 













 
			
	BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH


 
			
		
	By:	 	 /s/ Shaohui Yang



 
			
	 Name: Shaohui Yang

	 Title: General Manager




  
 Signature Page to 

Credit Agreement 













 
			
	THE NORTHERN TRUST COMPANY


 
			
		
	By:	 	 /s/ John Di Legge



 

			
	 Name: John Di Legge

	 Title: Senior Vice President




  
 Signature Page to 

Credit Agreement 













 SCHEDULE I 

TERM LOAN COMMITMENTS 
  

			
	Lenders	  	Term Loan
  Commitment Amount  
	  

KEYBANK NATIONAL ASSOCIATION
  
	  	  

$89,000,000
  

	  

CITIBANK, N.A.
  
	  	  

$55,000,000
  

	  

HSBC BANK USA, NATIONAL ASSOCIATION
  
	  	  

$55,000,000
  

	  

JPMORGAN CHASE BANK, N.A.
  
	  	  

$55,000,000
  

	  

MIZUHO BANK (USA)
  
	  	  

$55,000,000
  

	  

PNC BANK, NATIONAL ASSOCIATION
  
	  	  

$55,000,000
  

	  

TD BANK, N.A.
  
	  	  

$55,000,000
  

	  

WELLS FARGO BANK, NATIONAL ASSOCIATION

 
	  	  

$55,000,000
  

	  

BANK OF AMERICA, NATIONAL ASSOCIATION
  
	  	  

$55,000,000
  

	  

BRANCH BANKING AND TRUST COMPANY
  
	  	  

$55,000,000
  

	  

BNP PARIBAS SECURITIES CORP.
  
	  	  

$55,000,000
  

	  

BANK OF CHINA, NEW YORK BRANCH
  
	  	  

$55,000,000
  

	  

MORGAN STANLEY BANK, N.A.
  
	  	  

$27,500,000
  

	  

MUFG BANK, LTD
  
	  	  

$27,500,000
  

	  

BARCLAYS BANK PLC
  
	  	  

$25,000,000
  

	  

THE BANK OF NEW YORK MELLON
  
	  	  

$25,000,000
  

	  

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH

 
	  	  

$25,000,000
  

	  

U.S. BANK NATIONAL ASSOCIATION
  
	  	  

$25,000,000
  

	  

SANTANDER BANK, N.A.
  
	  	  

$25,000,000
  

	  

COMMERZBANK AG, NEW YORK BRANCH
  
	  	  

$17,000,000
  



  
 Schedule I to Credit
Agreement 














			
	  

BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH

 
	  	  

        $17,000,000        

 

	  

THE NORTHERN TRUST COMPANY
  
	  	  

$17,000,000
  

	  

TOTAL COMMITMENTS
	  	  

$925,000,000



  
 Schedule I to Credit
Agreement 













 SCHEDULE II 

ACQUISITION FUNDING CONDITIONS 

The availability of the Term Loan on the Term Loan Funding Date shall be subject solely to the satisfaction (or waiver) of the
following conditions precedent on or before the Availability Date: 
 1.        The
Borrower shall have delivered to the Administrative Agent a Notice of Interest Segment Selection pursuant to Section 2.05 of the Credit Agreement. 

2.        (a) The Acquisition shall have been, or substantially concurrently with the
funding of the Term Loan shall be, consummated in accordance with the terms of the Acquisition Agreement (as may be amended, supplemented or otherwise modified pursuant to subclause (b) below) and (b) no provision of the Acquisition
Agreement shall have been waived, amended, supplemented or otherwise modified, and no consent by the Borrower or any of its subsidiaries shall have been provided thereunder, in each case which is materially adverse to the interests of the Lenders in
their capacities as such without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); provided, that (i) any decrease in the purchase consideration for the
Acquisition exceeding 10% in the aggregate shall be deemed materially adverse to the Lenders, and any decrease of the purchase consideration equal to or less than 10% in the aggregate shall be deemed not materially adverse to the Lenders so long as
it shall have been allocated first to reduce commitments in respect of the Term Loan Commitments in an amount equal to such reduction in the purchase consideration and (ii) any increase in the purchase consideration equal to less than 10% shall
be deemed not materially adverse to the Lenders. 
 3.        Since July 26,
2019, there shall not have been a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on July 26, 2019) and there shall not have been any change, occurrence or development that would reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect (as defined in the Acquisition Agreement as in effect on July 26, 2019). 

4.        The Administrative Agent shall have received (a) (i) audited
consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its subsidiaries for the most recent three full fiscal years ended more than 60 days prior to the Term Loan Funding Date,
which shall have been reviewed by the independent accountants for the Borrower as provided in Public Company Accounting Oversight Board in AS 4105, and prepared in all material respects in accordance with the requirements of Form 10-K under the Securities Exchange Act of 1934, as amended, and under Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) (it being
understood that (i) the Administrative Agent has received financial information for the fiscal years ended June 30, 2018, June 30, 2017 and June 30, 2016 and (ii) with respect to financial information for each such fiscal
year, such condition shall be deemed satisfied through the filing by the Borrower of its annual report on Form 10-K with respect to such fiscal year); and (b)(i) audited consolidated balance sheets and related
statements of income, shareholders’ equity and cash flows of Exotic Metals for the last full fiscal year of Exotic Metals ended at least 90 days prior to the Term Loan Funding Date (it being understood that the Administrative Agent has received
such financial information for the 

  
 Schedule II to Credit
Agreement 













 
fiscal year ended August 31, 2018), (ii) unaudited consolidated balance sheets and related statements of income and cash flows of Exotic Metals for each subsequent fiscal quarterly interim
period or periods (other than the fourth fiscal quarter) of Exotic Metals ended at least 45 days prior to the Term Loan Funding Date (and the corresponding period(s) of the prior fiscal year) (which shall, to the extent consistent with Exotic
Metals’ historical past practice, have been reviewed by the independent accountants for Exotic Metals) and (c) pro forma financial statements of the Borrower reflecting the Acquisition and related financings, in each case under this
clauses (b) and (c) which shall have been prepared in all material respects in accordance with U.S. GAAP and, in the case of clause (c), Regulation S-X under the Securities Act. 

5.        The Lenders shall have received a Solvency Certificate from the chief
financial officer or other officer with equivalent duties of the Borrower. 

6.        To the extent reasonably requested at least ten business days prior to the
Term Loan Funding Date by any of the Administrative Agent or the Lenders, the Administrative Agent shall have received, at least three business days prior to the Term Loan Funding Date, (i) all documentation and other information required by
bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (ii) a customary certification for the Borrower regarding beneficial ownership in
relation to the Borrower to the extent the Borrower constitutes a “legal entity customer” under the Beneficial Ownership Regulation. 

7.        (i) There shall exist no Specified Default and (ii) each of the
Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (except Acquisition Agreement Representations and Specified Representations that are qualified by materiality or a Material
Adverse Effect (as defined in the Acquisition Agreement), which shall be true and correct), in each case at the time of, and after giving effect to, the making of the Term Loan on the Term Loan Funding Date; it being understood that the making of
the Term Loan shall not be conditioned on the accuracy or correctness of any representation or warranty other than as set forth in this paragraph 7. 

“Acquisition Agreement Representations” means the representations and warranties made by or on behalf of or
related to Exotic Metals and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable subsidiary) has the right to terminate its obligation to
consummate the Acquisition under the Acquisition Agreement or the right not to consummate the Acquisition pursuant to the Acquisition Agreement as a result of a breach of such representations and warranties. 

“Specified Representations” means the representations and warranties of the Borrower set forth in this
Agreement relating to corporate or other organizational existence of the Borrower; organizational power and authority (as to execution, delivery and performance of the Loan Documents) of the Borrower; the due corporate authorization, execution and
delivery of the Loan Documents by the Borrower; enforceability and governmental authorizations, in each case, as it relates to entering into and performance of the Loan Documents by the Borrower; the Loan Documents not conflicting with
organizational documents or any agreement with respect to indebtedness of the Borrower or its subsidiaries in a committed or outstanding principal 

  
 Schedule II to Credit
Agreement 













 
amount in excess of $100,000,000; solvency as of the Term Loan Funding Date of the Borrower and its subsidiaries on a consolidated basis (such representation and warranty to be consistent with
the Solvency Certificate); Federal Reserve margin regulations; Investment Company Act; compliance with Patriot Act and use of the proceeds of the Term Loan not violating OFAC and FCPA and other applicable sanctions and anti-corruption laws. 

  
 Schedule II to Credit
Agreement 













 SCHEDULE III 

Liens 
 None. 

  
 Schedule III to Credit
Agreement 













 SCHEDULE IV 

Disclosed Matters 
 None.


  
 Schedule IV to Credit
Agreement 













 EXHIBIT A 

[Form of Assignment and Acceptance] 

ASSIGNMENT AND ACCEPTANCE 

Reference is made to the Credit Agreement dated as of September 4, 2019 (said agreement, as amended, supplemented or
otherwise modified from time to time, being the “Credit Agreement”) among Parker-Hannifin Corporation (the “Borrower”), certain Lenders party thereto, and KeyBank National
Association, as the Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meaning. 

    _________________ (the “Assignor”) and _____________ (the
“Assignee”) agree as follows: 
 1.        The Assignor hereby
sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof, without recourse, equal to the
percentage interest specified on Schedule 1 (together with the related Interest Segments). After giving effect to such sale and assignment, the Assignee’s Commitment will be as set forth in Schedule 1. 

2.        The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and
(iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto. 
 3.        The Assignee
(i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.04(a) thereof 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 Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative 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 Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; and (v) attaches any US Internal Revenue Service forms required under Section 2.10(g) of the Credit
Agreement. 

  
 Assignment and Acceptance














 4.        Following the execution of
this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date for this Assignment and Acceptance (the “Effective Date”) shall be the
date of acceptance hereof by the Administrative Agent, unless otherwise specified on Schedule 1. 

5.        Upon such acceptance and recording by the Administrative Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of, and be deemed for all purposes under the Credit Agreement to be, a
Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights (but shall continue to be entitled to the benefits of Section 2.10 and 10.03) and be released from its
obligations under the Credit Agreement. 
 6.        Upon such acceptance and
recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of
principal, interest and ticking fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.

 7.        This Assignment and Acceptance shall be governed by, and construed in
accordance with, the law of the State of New York. 
 8.        This Assignment and
Acceptance 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 both of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of Schedule 1 to this Agreement and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. 

EACH OF THE UNDERSIGNED HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE UNDERSIGNED (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. 
 IN WITNESS
WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon. 

  
 Assignment and Acceptance














 SCHEDULE 1 

to 
 ASSIGNMENT AND ACCEPTANCE 

 

					
	 Term Loan Commitment being assigned:
	 		  	 [________________]

			
	 Percentage of such Term Loan Commitment being assigned:
	 		  	 _________________%

			
	 Assignee’s Term Loan

Commitment:
	 		  	 $________________

			
	 Effective Date (if other than date of acceptance by the Administrative Agent):
	 		  	
_______,_________1



 

					
		 	[NAME OF ASSIGNOR], as Assignor
			
		 	By:	 	                                      
                              
		 		 	Name:
		 		 	Title:
		
		 	Dated: _____________, _________
		
		 	[NAME OF ASSIGNEE], as Assignee
			
		 	By:	 	                                      
                              
		 		 	Name:
		 		 	Title:

 Accepted this _____ day 

of ________,______ 
  

			
	KEYBANK NATIONAL ASSOCIATION
    as the Administrative Agent


			
		
	By:	 	 
		 	Name:

  
  

1 This date should be no earlier than five Business Days after delivery of this
Assignment and Acceptance to the Administrative Agent. 

  
 Assignment and Acceptance















			
	       Title:

	
	 [NAME OF BORROWER],

	       as
Borrower



			
		
	By:	 	 
		 	Name:
		 	Title:


  
 Assignment and Acceptance














 EXHIBIT B 

[Form of Term Note] 
 TERM NOTE

  

			
	 $_________________
	  	________ ___, 20__
		  	Cleveland, Ohio

 FOR VALUE RECEIVED, the undersigned, PARKER-HANNIFIN CORPORATION, an Ohio corporation (the
“Borrower”), promises to pay to [_________] (“Lender”), or its registered assigns, at the main office of KEYBANK NATIONAL ASSOCIATION, as the Administrative Agent, as hereinafter defined, 127 Public Square, Cleveland, Ohio 44114-1306 the principal sum of 
  

							
	 	 	 AND 00/100
	 	 	 	DOLLARS

 in lawful money of the United States of America in consecutive principal payments as set forth in the Credit
Agreement (as hereinafter defined). 
 As used herein, “Credit Agreement” means the Credit Agreement dated as of
September 4, 2019, among the Borrower, the Lenders, as defined therein, and KeyBank National Association, as the administrative agent for the Lenders (the “Administrative Agent”), as the same may from time to time be amended, restated
or otherwise modified. Each capitalized term used herein that is defined in the Credit Agreement and not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement. 

The Borrower also promises to pay interest on the unpaid principal amount of the Term Loan from time to time outstanding, from
the date of the Term Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.03 of the Credit Agreement. Such interest shall be payable on each date provided for in
such Section 2.03; provided that interest on any principal portion that is not paid when due shall be payable on demand. 

The portions of the principal sum hereof from time to time representing Base Rate Interest Rate Segments and LIBOR Fixed Rate
Interest Segments, interest owing thereon, and payments of principal and interest of any thereof, shall be shown on the records of Lender by such method as Lender may generally employ; provided that failure to make any such entry shall in no way
detract from the obligations of the Borrower under this Term Note or the Credit Agreement. 
 If this Term Note shall not be
paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest,
pursuant to the terms of the Credit Agreement, until paid, at a rate per annum equal as set forth 

  
 Term Note 













 
in Section 2.03(b) of the Credit Agreement. All payments of principal of and interest on this Term Note shall be made in immediately available funds. 

This Term Note is one of the Term Notes referred to in the Credit Agreement and is entitled to the benefits thereof. Reference
is made to the Credit Agreement for a description of the right of the undersigned to anticipate payments hereof, the right of the holder hereof to declare this Term Note due prior to its stated maturity, and other terms and conditions upon which
this Term Note is issued. 
 Except as expressly provided in the Credit Agreement, the Borrower expressly waives
presentment, demand, protest and notice of any kind. This Term Note shall be governed by and construed in accordance with the laws of the State of New York. 

THE BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS TERM NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. 

IN WITNESS WHEREOF, the Borrower has caused this Term Note to be duly executed by its authorized officer as of the day and
year first above written. 
  

			
	PARKER-HANNIFIN CORPORATION


 
			
		
	By:	 	 
		 	Name:
		 	Title:



  
 Term Note 













 EXHIBIT C 

FORM OF 
 NOTICE OF INTEREST SEGMENT
SELECTION 
 _______________________, 20____ 

KeyBank National Association, as the Administrative Agent 
 127
Public Square 
 Cleveland, Ohio 44114-1306 
 Attention:
Institutional Bank 
 Ladies and Gentlemen: 

The undersigned, PARKER-HANNIFIN CORPORATION, an Ohio corporation (the “Borrower”), refers to the Credit Agreement,
dated as of September 4, 2019 (as the same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, the Lenders,
as defined in the Credit Agreement, and KEYBANK NATIONAL ASSOCIATION, as the administrative agent for the Lenders (the “Administrative Agent”), and hereby gives you notice, pursuant to Section 2.05 of the Credit Agreement that the
Borrower hereby requests an Interest Segment under the Credit Agreement, and in connection therewith sets forth below the information relating to the Interest Segment (the “Proposed Interest Segment”) as required by Section 2.05 of
the Credit Agreement: 
  

	 	(a)	 The Business Day of the Proposed Interest Segment is __________, 20__. 



 

	 	(b)	 The amount of the Proposed Interest Segment is $_______________. 



 

	 	(c)	 The Proposed Interest Segment is to be a Base Rate Interest Segment ____ / LIBOR Fixed Rate Interest Segment
___. 


 (Check one.) 
  

	 	(d)	 If the Proposed Interest Segment is a LIBOR Fixed Rate Interest Segment, the Interest Period requested is
one month ___, two months ___, three months ___, six months ____. 


 (Check one.) 

The undersigned hereby certifies on behalf of the Borrower that the following statements are true on the date hereof, and, to
the Borrower’s knowledge, will be true on the date of the Proposed Interest Segment: 

  
 Notice of Interest
Segment Selection 













 (i)        no event has occurred and
is continuing, or would result from such Proposed Interest Segment, or the application of proceeds therefrom, that constitutes a [Default or Event of Default] [Specified Default]2; and 

(ii)        the conditions set forth in Section 2.05 and Article V of the Credit
Agreement have been satisfied. 
  

			
	PARKER-HANNIFIN CORPORATION


 
			
		
	By:	 	 


 
			
	Name:	 	 


 
			
	Title:	 	 


  
  

2 Specified Default to be the standard required for the notice delivered in connection
with the initial funding of the Term Loan. 

  
 Notice of Interest
Segment Selection 













 EXHIBIT D 

[Form of Solvency Certificate] 

In satisfaction of the Acquisition Funding Conditions (as defined in the Credit Agreement dated as of September 4, 2019 (as amended,
restated or otherwise modified, the “Credit Agreement”), among Parker-Hannifin Corporation (the “Borrower”), the Lenders named therein and KeyBank National Association, as Administrative Agent), the undersigned hereby certifies,
solely in such undersigned’s capacity as [chief financial officer] [chief accounting officer] [specify other officer with equivalent duties] of the Borrower, and not individually, as follows: 

As of the date hereof, after giving effect to the consummation of the Acquisition and related financings, including the making of the Term
Loan under the Credit Agreement, and after giving effect to the application of the proceeds of such indebtedness: 
  

	 	(a)	 The fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds, on a
consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; 


  

	 	(b)	 The present fair saleable value of the property of the Borrower and its subsidiaries, on a consolidated
basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and
matured; 


  

	 	(c)	 The Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such liabilities become absolute and matured; and 


  

	 	(d)	 The Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage
in, business for which they have unreasonably small capital. 


 For purposes of this Certificate, the amount of any
contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement. 
 [Signature Page Follows] 

  
 Solvency Certificate 














 IN WITNESS WHEREOF, the undersigned has executed this Certificate in such undersigned’s
capacity as [chief financial officer] [chief accounting officer] [specify other officer with equivalent duties] of the Borrower, on behalf of the Borrower, and not individually, as of the date first stated above. 

 

			
	PARKER-HANNIFIN CORPORATION


 
			
		
	By:	 	 


 
			
	Name:	 	 


 
			
	Title:	 	 



  
 Solvency Certificate