EX-10.1



 Exhibit 10.1 

Execution Copy 

 
  

CREDIT AGREEMENT 
 dated as of

 May 27, 2015 
 among

 COOPER TIRE & RUBBER COMPANY 

The Foreign Subsidiary Borrowers Party Hereto 

The Lenders Party Hereto 
 and

 JPMORGAN CHASE BANK, N.A., 

as Administrative Agent 
 BANK OF
AMERICA, N.A. 
 and 
 PNC BANK,
NATIONAL ASSOCIATION, 
 as Syndication Agents 

HSBC BANK USA, N.A., 
 WELLS FARGO
BANK, N.A. 
 and 
 FIFTH THIRD
BANK, 
 as Documentation Agents 
  

 
 J.P. MORGAN
SECURITIES LLC, 
 as Lead Left Bookrunner 

J.P. MORGAN SECURITIES LLC, 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 

and 
 PNC CAPITAL MARKETS LLC 

as Joint Lead Arrangers/Bookrunners 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	ARTICLE I. Definitions	  	 	1	  
	SECTION 1.01.	  	Defined Terms	  	 	1	  
	SECTION 1.02.	  	Classification of Loans and Borrowings	  	 	33	  
	SECTION 1.03.	  	Terms Generally.	  	 	33	  
	SECTION 1.04.	  	Accounting Terms; GAAP	  	 	34	  
	SECTION 1.05.	  	Pro Forma Adjustments for Acquisitions and Dispositions	  	 	34	  
	SECTION 1.06.	  	Status of Obligations	  	 	34	  
	SECTION 1.07.	  	Calculation of Obligations under Swap Agreements	  	 	35	  
	ARTICLE II. The Credits	  	 	35	  
	SECTION 2.01.	  	Revolving Commitments	  	 	35	  
	SECTION 2.02.	  	Loans and Borrowings	  	 	35	  
	SECTION 2.03.	  	Requests for Borrowings	  	 	36	  
	SECTION 2.04.	  	Increase in Commitments	  	 	37	  
	SECTION 2.05.	  	Swingline Loans.	  	 	38	  
	SECTION 2.06.	  	Letters of Credit	  	 	40	  
	SECTION 2.07.	  	Funding of Borrowings	  	 	46	  
	SECTION 2.08.	  	Interest Elections.	  	 	47	  
	SECTION 2.09.	  	Termination and Reduction of Commitments	  	 	48	  
	SECTION 2.10.	  	Repayment and Amortization of Loans; Evidence of Debt.	  	 	49	  
	SECTION 2.11.	  	Prepayment of Loans	  	 	50	  
	SECTION 2.12.	  	Fees.	  	 	51	  
	SECTION 2.13.	  	Interest	  	 	52	  
	SECTION 2.14.	  	Alternate Rate of Interest	  	 	53	  
	SECTION 2.15.	  	Increased Costs.	  	 	53	  
	SECTION 2.16.	  	Break Funding Payments.	  	 	54	  
	SECTION 2.17.	  	Taxes	  	 	55	  
	SECTION 2.18.	  	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	  	 	58	  
	SECTION 2.19.	  	Mitigation Obligations; Replacement of Lenders	  	 	61	  
	SECTION 2.20.	  	Defaulting Lenders	  	 	62	  
	SECTION 2.21.	  	Returned Payments	  	 	63	  
	SECTION 2.22.	  	Banking Services and Swap Agreements	  	 	64	  
	SECTION 2.23.	  	Judgment Currency	  	 	64	  
	SECTION 2.24.	  	Designation and Termination of Foreign Subsidiary Borrowers	  	 	64	  
	SECTION 2.25.	  	Extension of Revolving Credit Maturity Date	  	 	65	  
	ARTICLE III. Representations and Warranties	  	 	67	  
	SECTION 3.01.	  	Organization; Powers	  	 	67	  
	SECTION 3.02.	  	Authorization; Enforceability; No Conflicts	  	 	68	  
	SECTION 3.03.	  	Governmental Approvals	  	 	68	  
	SECTION 3.04.	  	Financial Condition; No Material Adverse Change	  	 	68	  
	SECTION 3.05.	  	Properties, etc.	  	 	68	  
	SECTION 3.06.	  	Litigation and Environmental Matters.	  	 	68	  
	SECTION 3.07.	  	Compliance with Laws and Agreements; No Default.	  	 	69	  
	SECTION 3.08.	  	Investment Company Status.	  	 	69	  
	SECTION 3.09.	  	Taxes	  	 	69	  
	SECTION 3.10.	  	ERISA	  	 	69	  


  
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	SECTION 3.11.		Disclosure.		 	69	  
	SECTION 3.12.		Solvency.		 	70	  
	SECTION 3.13.		Insurance		 	70	  
	SECTION 3.14.		Capitalization and Subsidiaries		 	70	  
	SECTION 3.15.		Security Interest in Collateral		 	70	  
	SECTION 3.16.		Employment Matters		 	71	  
	SECTION 3.17.		Federal Reserve Regulations		 	71	  
	SECTION 3.18.		Use of Proceeds		 	71	  
	SECTION 3.19.		Anti-Corruption Laws and Sanctions		 	71	  
	SECTION 3.20.		Cash Pooling		 	71	  
	SECTION 3.21.		Common Enterprise		 	71	  
	SECTION 3.22.		Representations as to Foreign Subsidiary Borrowers		 	72	  
	ARTICLE IV. Conditions		 	73	  
	SECTION 4.01.		Effective Date		 	73	  
	SECTION 4.02.		Each Credit Event.		 	75	  
	ARTICLE V. Affirmative Covenants		 	75	  
	SECTION 5.01.		Financial Statements and Other Information		 	75	  
	SECTION 5.02.		Notices of Material Events.		 	77	  
	SECTION 5.03.		Existence; Conduct of Business		 	78	  
	SECTION 5.04.		Payment of Obligations.		 	78	  
	SECTION 5.05.		Maintenance of Properties		 	78	  
	SECTION 5.06.		Books and Records; Inspection Rights		 	78	  
	SECTION 5.07.		Compliance with Laws and Material Contractual Obligations		 	79	  
	SECTION 5.08.		Use of Proceeds.		 	79	  
	SECTION 5.09.		Accuracy of Information		 	79	  
	SECTION 5.10.		Insurance		 	79	  
	SECTION 5.11.		Guarantors; Collateral; Further Assurances		 	80	  
	ARTICLE VI. Negative Covenants		 	81	  
	SECTION 6.01.		Indebtedness.		 	81	  
	SECTION 6.02.		Liens.		 	83	  
	SECTION 6.03.		Fundamental Changes		 	85	  
	SECTION 6.04.		Investments and Acquisitions		 	86	  
	SECTION 6.05.		Asset Sales		 	88	  
	SECTION 6.06.		Sale and Leaseback Transactions		 	90	  
	SECTION 6.07.		Swap Agreements		 	90	  
	SECTION 6.08.		Restricted Payments; Certain Payments of Indebtedness.		 	90	  
	SECTION 6.09.		Transactions with Affiliates		 	92	  
	SECTION 6.10.		Restrictive Agreements		 	92	  
	SECTION 6.11.		Amendment of Material Documents		 	93	  
	SECTION 6.12.		Financial Covenants		 	93	  
	ARTICLE VII. Events of Default		 	93	  
	ARTICLE VIII. The Administrative Agent		 	96	  
	SECTION 8.01.		Appointment		 	96	  
	SECTION 8.02.		Rights as a Lender		 	97	  
	SECTION 8.03.		Duties and Obligations		 	97	  
	SECTION 8.04.		Reliance		 	97	  
	SECTION 8.05.		Actions through Sub-Agents		 	98	  
	SECTION 8.06.		Resignation		 	98	  
	SECTION 8.07.		Non-Reliance		 	99	  
	SECTION 8.08.		Other Agency Titles		 	99	  


  
 ii 









							
	SECTION 8.09.		Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties		 	100	  
	ARTICLE IX. Miscellaneous		 	100	  
	SECTION 9.01.		Notices		 	100	  
	SECTION 9.02.		Waivers; Amendments		 	102	  
	SECTION 9.03.		Expenses; Indemnity; Damage Waiver		 	105	  
	SECTION 9.04.		Successors and Assigns		 	107	  
	SECTION 9.05.		Survival		 	111	  
	SECTION 9.06.		Counterparts; Integration; Effectiveness; Electronic Execution		 	111	  
	SECTION 9.07.		Severability		 	111	  
	SECTION 9.08.		Right of Setoff.		 	112	  
	SECTION 9.09.		Governing Law; Jurisdiction; Consent to Service of Process		 	112	  
	SECTION 9.10.		WAIVER OF JURY TRIAL.		 	112	  
	SECTION 9.11.		Headings.		 	113	  
	SECTION 9.12.		Confidentiality.		 	113	  
	SECTION 9.13.		Several Obligations; Nonreliance; Violation of Law		 	114	  
	SECTION 9.14.		USA PATRIOT Act		 	114	  
	SECTION 9.15.		Disclosure		 	114	  
	SECTION 9.16.		Appointment for Perfection		 	114	  
	SECTION 9.17.		Interest Rate Limitation		 	114	  
	SECTION 9.18.		Marketing Consent		 	115	  
	ARTICLE X. The Borrower Representative		 	115	  
	SECTION 10.01.		Appointment; Nature of Relationship		 	115	  
	SECTION 10.02.		Powers		 	115	  
	SECTION 10.03.		Employment of Agents		 	115	  
	SECTION 10.04.		Notices		 	115	  
	SECTION 10.05.		Successor Borrower Representative		 	115	  
	SECTION 10.06.		Execution of Loan Documents		 	116	  
	ARTICLE XI. Bifurcation		 	116	  

 SCHEDULES: 
 Commitment
Schedule 
 Schedule 1.01-A – Pre-Approved Foreign Subsidiary Borrowers 

Schedule 1.01-B – Existing Letters of Credit 
 Schedule 3.05
– Properties etc. 
 Schedule 3.06 – Litigation and Environmental Matters 

Schedule 3.13 – Insurance 
 Schedule 3.14 –
Capitalization and Subsidiaries 
 Schedule 3.20 - Cash Pooling 

Schedule 6.01 – Indebtedness 
 Schedule 6.02 – Liens

 Schedule 6.04 – Investments, Loans, Advances, Guarantees and Acquisitions 

Schedule 6.05 – Dispositions 
 Schedule 6.10 –
Restrictive Agreements 
 EXHIBITS: 
 Exhibit A –
Assignment and Assumption 
 Exhibit B – Borrowing Request Form 

Exhibit C – Interest Election Request Form 

  
 iii 









					
	Exhibit D		–		Joinder Agreement
	Exhibit E		–		Note
	Exhibit F-1		–		 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

	Exhibit F-2		–		 U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax
Purposes)

	Exhibit F-3		–		 U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

	Exhibit F-4 		–		 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

	Exhibit G		-		Foreign Subsidiary Borrower Termination Notice
	Exhibit H		–		Compliance Certificate


  
 iv 








 CREDIT AGREEMENT dated as of May 27, 2015 (as it may be amended or modified from time to
time, this “Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party hereto from time to time, as Borrowers, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent. 
 The parties hereto agree as follows: 

ARTICLE I 
 Definitions

 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
is bearing interest at a rate determined by reference to the Alternate Base Rate. 
 “Account” has the meaning assigned to
such term in the Security Agreement. 
 “Acquisition” means any transaction, or any series of related transactions,
consummated on or after the Effective Date, by which any Person (a) acquires any going business or all or substantially all of the assets of any other Person, whether through purchase of assets, merger or otherwise or (b) directly or
indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of another Person which has ordinary voting power for the election of directors
or other similar management personnel of such Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of such Person. 

“Additional Commitment Lender” is defined in Section 2.25(d). 

“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any Interest Period or for any ABR Borrowing, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder,
and including any of its Affiliates (including, without limitation, J.P. Morgan Europe Limited) performing any of the functions of the Administrative Agent at any time. 

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

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the specified Person. 
 “Aggregate Credit
Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders at such time. 

  
 1 








 “Aggregate Revolving Commitments” means, at any time, the aggregate amount of
the Lenders’ Revolving Commitments at such time. 
 “Aggregate Revolving Exposure” means, at any time, the aggregate
Revolving Exposure of all the Lenders at such time (with the Swingline Exposure of each Lender calculated assuming that that all of the Lenders have funded their participations in all Swingline Loans outstanding at such time). 

“Agreed Currencies” means (i) Dollars, (ii) Euros, (iii) British Pounds Sterling, and (iv) any other
currency (x) that is a lawful currency that is readily available and freely transferable and convertible into Dollars, (y) for which a LIBOR Screen Rate is available in the Administrative Agent’s determination or, if a LIBOR Screen
Rate is not available, the Administrative Agent, the Company and each of the Lenders shall have agreed in writing to an alternative method for determining the “LIBO Rate” to be applicable to such currency, and (z) that is agreed to by
the Administrative Agent and each of the Lenders; provided, however, that solely with respect to Letters of Credit and Swingline Loans, Agreed Currencies shall include any currency agreed from time to time by the Administrative Agent, the
Borrower Representative and the applicable Issuing Bank or Swingline Lender, as applicable. 
 “Agreed All Lender
Currencies” means all Agreed Currencies without giving effect to the proviso at the end of the definition of Agreed Currencies. 

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the Federal Funds Effective Rate in effect on such day plus  1⁄2 of 1%, and (c) the Adjusted LIBO Rate for a one-month Interest Period
on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject to the
interest rate floors set forth herein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the
Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater
of clause (a) and (b) above and shall be determined without reference to clause (c) above. 
 “Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or Subsidiary from time to time concerning or relating to bribery or corruption. 

“Applicable Percentage” means, at any time with respect to any Lender, a percentage equal to a fraction the numerator of
which is such Lender’s Revolving Commitment at such time and the denominator of which is the Aggregate Revolving Commitments at such time (provided that, if the Revolving Commitments have terminated or expired, the Applicable Percentages shall
be determined based upon such Lender’s share of the Aggregate Revolving Exposure at such time); provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s
Commitment shall be disregarded in the calculations above. 
 “Applicable Rate” means, for any day, with respect to any
Loan, or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Commitment Fee Rate”, “Applicable Rate - ABR Loans”, or


  
 2 








 
“Applicable Rate - Eurocurrency Loans and Letters of Credit” or as the case may be, based upon the Leverage Ratio as of the most recent determination date: 

 

									
	 Level
	 	 Leverage Ratio
	 	 Commitment Fee Rate
	 	 Applicable Rate –ABR

Loans
	 	 Applicable Rate –

Eurocurrency

Loans and Letters of

Credit

	 I
	 	£ 1.00:1.0	 	25.0 bps	 	50.0 bps	 	150.0 bps
					
	 II
	 	> 1.00:1.0
 but

£ 1.50:1.0
	 	25.0 bps	 	62.5 bps	 	162.5 bps
					
	 III
	 	> 1.50:1.0
 but

£ 2.00:1.0
	 	30.0 bps	 	75.0 bps	 	175.0 bps
					
	 IV
	 	> 2.00:1.0
 but

£ 2.50:1.0
	 	37.5 bps	 	100.0 bps	 	200.0 bps
					
	 V
	 	> 2.50:1.0
 but

£ 3.00:1.0
	 	45.0 bps	 	125.0 bps	 	225.0 bps
					
	 VI
	 	> 3.00:1.0	 	50.0 bps	 	150.0 bps	 	250.0 bps

 For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of
the Company, based upon the Company’s quarterly financial statements for the first three fiscal quarters of each fiscal year and the audited year-end financial statements for the last fiscal quarter delivered pursuant to Section 5.01,
commencing with the fiscal quarter ending September 30, 2015, and (b) each change in the Applicable Rate, if any, shall be effective five Business Days after the Administrative Agent is scheduled to receive the applicable financial
statements. If the Company fails to deliver the financials to the Administrative Agent at the time required, after giving effect to any applicable cure period, then the Applicable Margin shall be Level VI until five days after such financials are so
delivered. The Applicable Rate shall be set at Level II at the Effective Date and the Applicable Rate shall be re-determined for the first time based on the financial statements for the fiscal quarter ending September 30, 2015. 

If at any time the Administrative Agent determines that the financial statements upon which the Applicable Rate was determined were incorrect (whether based
on a restatement, fraud or otherwise), the Borrowers shall be required to retroactively pay any additional amount that the Borrowers would have been required to pay if such financial statements had been accurate at the time they were delivered. 

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

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the
consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, substantially in the form of Exhibit A or any other form approved by the Administrative Agent. 

  
 3 








 “Authorized Officer” means the President, Chief Executive Officer, any Senior
Vice President, the General Counsel or any Financial Officer of a Loan Party. 
 “Availability” means, at any time, an
amount equal to (a) the Aggregate Revolving Commitments minus (b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all
outstanding Borrowings). 
 “Availability Period” means the period from and including the Effective Date to but excluding
the earlier of the Revolving Credit Maturity Date and the date of termination of the Revolving Commitments. 
 “Bank of
America” means Bank of America, N.A., a national banking association. 
 “Banking Services” means each and any of
the following bank services provided to any Loan Party or any Subsidiary by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing
cards), (b) stored value cards, (c) merchant processing services and (d) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme
or arrangement, overdrafts, interstate depository network services and foreign exchange services). 
 “Banking Services
Obligations” means any and all obligations of the Loan Parties or their Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor) in connection with Banking Services. 
 “Bankruptcy Event” means, with respect to any
Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or
liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment,
provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results
in or provides such Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject,
repudiate, disavow or disaffirm any contracts or agreements made by such Person. 
 “Beneficial Owner” means, with respect
to any U.S. federal withholding Tax, the beneficial owner, for U.S. federal income tax purposes, to whom such Tax relates. 

“Board” means the Board of Governors of the Federal Reserve System of the U.S. 

“Borrower” or “Borrowers” means, individually or collectively, the Company and each Foreign Subsidiary
Borrower. 
 “Borrower Representative” has the meaning assigned to such term in Section 10.01. 

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case
of Eurocurrency Loans, as to which a single Interest Period is in effect, (b) Incremental Term Loans of the same Type made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is
in effect, and (c) a Swingline Loan. 

  
 4 








 “Borrowing Request” means a request by the Borrower Representative for a
Borrowing in accordance with Section 2.03. 
 “Borrowing Request Form” means a written request for a Borrowing
substantially in the form attached hereto as Exhibit B or such other form agreed to by the Administrative Agent and the Borrower Representative. 

“British Pounds Sterling” or “£” means the lawful currency of the United Kingdom of Great Britain and
Northern Ireland. 
 “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in
Chicago or New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in
the relevant Agreed Currency in the London interbank market or the principal financial center of such Agreed Currency (and, if the Borrowings which are the subject of a borrowing, drawing, payment, reimbursement or rate selection are denominated in
Euro, the term “Business Day” shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in Euro). Without limiting the foregoing, for any Swingline Loan or other Loan denominated in any
Foreign Currency, “Business Day” shall also exclude any day on which commercial banks in London are authorized or required by law to remain closed. 

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the
amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided, however, that notwithstanding the foregoing, GAAP will be deemed to treat leases that would have been classified as operating leases in
accordance with generally accepted accounting principles in the United States of America as in effect on the date hereof in a manner consistent with the treatment of such leases under generally accepted accounting principles in the United States of
America as in effect on the date hereof, notwithstanding any modifications or interpretive changes thereto that may occur thereafter. 

“Cash Pooling Arrangement” means any centralized cash pooling arrangement among the Company and any group of its Subsidiaries
with a Cash Pooling Bank under which the Company and such Subsidiaries make deposits with and receive advances from such Cash Pooling Bank in order to facilitate the efficient deployment of cash of such Subsidiaries. 

“Cash Pooling Availability” means, with respect to any Cash Pooling Arrangement, the aggregate amount of cash of the Company
and its Subsidiaries on deposit with the applicable Cash Pooling Bank under such Cash Pooling Arrangement. 
 “Cash Pooling
Bank” means each of (a) China Construction Bank and its Affiliates, (b) Bank Mendes Gans N.V. and its Affiliates and (c) each other bank that is a provider of Cash Pooling Arrangements to the Company or any of its
Subsidiaries, provided that each such other bank described in this clause (c) is reasonably acceptable to the Administrative Agent (it being agreed that each Lender and each of their respective Affiliates is acceptable to the Administrative
Agent). 

  
 5 








 “Cash Pooling Guaranty Obligations” means the obligations of the Company to
guaranty the Cash Pooling Obligations under any Cash Pooling Arrangement. 
 “Cash Pooling Obligations” means, with respect
to any Cash Pooling Arrangement, the aggregate outstanding amount of borrowings by the Company and its Subsidiaries under such Cash Pooling Arrangement. 

“Change of Control” means (a) any “person” or “group” (as such terms are used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), other than employee or retiree benefit plans or trusts sponsored or established by the Company, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 35% or more of the Equity Interests of the Company; or (b) persons who were (i) directors of the Company on the Effective Date, (ii) nominated
by the board of directors of the Company or (iii) appointed by directors who were directors of the Company on the Effective Date or were nominated as provided in clause (ii) above, ceasing to occupy a majority of the seats on the board of
directors of the Company. 
 “Change in Law” means the occurrence after the date of this Agreement of any of the following:
(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority
or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in
Law”, regardless of the date enacted, adopted or issued. 
 “Charges” has the meaning assigned to such term in
Section 9.17. 
 “Chinese Subsidiaries” means Subsidiaries that are not Loan Parties and that are located in, and
organized under the laws of, China. 
 “Chinese Subsidiary Secured Debt Limitation” means $250,000,000 minus the aggregate
outstanding principal amount (which shall include, for purposes of this definition, the undrawn committed or available amounts under the applicable facility) of all Foreign Subsidiary Secured Obligations. 

“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Revolving Loans, Incremental Term Loans, or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Commitment or a Term Commitment, and (c) any Lender, refers to whether such Lender has a Loan
or Commitment of a particular Class. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Collateral” means any and all property owned, leased or operated by a Person subject to a Lien pursuant to the Collateral
Documents and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be, become or intended to be, subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and
the Lenders and other Secured Parties, to secure the Secured Obligations as required under Section 5.11, in each case, other than Excluded Collateral. 

  
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 “Collateral Documents” means, collectively, the Security Agreement and any other
agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other security agreements, pledge
agreements, guarantees, subordination agreements, pledges, powers of attorney, consents, assignments, contracts, notices, financing statements and all other written matter whether theretofore, now or hereafter executed by any Loan Party and
delivered to the Administrative Agent. 
 “Commitment” means, with respect to each Lender, the sum of such Lender’s
Revolving Commitment and Term Commitments. The initial amount of each Lender’s Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as
applicable. 
 “Commitment Schedule” means the Schedule attached hereto identified as such. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute. 
 “Communications” has the meaning assigned to such term in Section 9.01(d). 

“Company” means Cooper Tire & Rubber Company, a Delaware corporation. 

“Competitor” means (i) a Person primarily engaged in the industry represented by SIC code 3011 (as in effect in the
Effective Date), (ii) a Person directly or indirectly controlled by or under common control with any Person identified in the preceding clause (i), (iii) a Subsidiary of any Person identified in the preceding clause (i) or (ii), and
(iv) a Person who controls any Person identified in the preceding clauses (i), (ii) and (iii), which determination may be made solely on the basis of a representation by such Person and in consultation with the Company, provided that each
Competitor shall be specifically identified by name on a list designated as the “Competitor List” provided to the Administrative Agent on or prior to the Effective Date, as such list may be updated from time to time after the Effective
Date upon the written request of the Company to the Administrative Agent and consented to in writing by the Administrative Agent, such consent not to be unreasonably withheld, delayed or conditioned, and not to be withheld if the proposed Competitor
is of a type described in clause (i) above (the “Competitor List”), provided that no Person that is already a Lender or Participant or any Affiliate of the foregoing at the time of such identification by the Company to the
Administrative Agent shall be deemed a Competitor; provided, further, that in connection with any assignment or participation, the assignee or participant with respect to such proposed assignment or participation that is an investment bank, a
commercial bank, a finance company, a fund, or other Person which merely has an economic interest in any such direct competitor, and is not itself such a direct competitor of the Companies, shall not be deemed to be a direct competitor for the
purposes of this definition. 
 “Competitor List” is defined in the definition of the Competitor. 

“Computation Date” is defined in Section 2.02(e). 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes. 

  
 7 








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

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

“Credit Event” means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or
any of the foregoing. 
 “Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s
Revolving Exposure at such time plus (b) an amount equal to the aggregate principal amount of its Incremental Term Loans outstanding at such time. 

“Credit Party” means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender. 

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means any Lender that (a) has
failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit
Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a
condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified any Borrower or any Credit Party in writing, or has made a public statement to the effect, that it
does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent
(specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within two Business
Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund
prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s
receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event. 

“Disclosed Matters” means the actions, suits, proceedings and environmental matters disclosed in Schedule 3.06.

 “Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Equity Interest that is not Disqualified Stock and/or cash in lieu of fractional shares), pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder thereof (other than solely for Equity Interest that is not Disqualified Stock and/or cash in lieu of fractional shares), in whole or in part, in each case, except as a
result of a change in control or asset sale so long as any right of the holders thereof upon the occurrence of a change in control or asset sale event shall be subject to the occurrence of the repayment in full of all the Loans and all other


  
 8 








 
Obligations that are accrued and payable, the cancellation or expiration of all Letters of Credit (or collateralization thereof in a manner reasonably satisfactory to the applicable Issuing Bank
and the termination or expiration of the Commitments. 
 “Dollar Amount” of any currency at any date means (i) the
amount of such currency if such currency is Dollars or (ii) the equivalent amount thereof in Dollars if such currency is a Foreign Currency, calculated on the basis of the Exchange Rate for such currency, on or as of the most recent Computation
Date provided for in Section 2.02(e). 
 “dollars” or “Dollars” or “$” refers to
lawful money of the U.S. 
 “Domestic Loan Party” means the Company and each Domestic Subsidiary of the Company that is a
Guarantor. 
 “Domestic Subsidiary” means each Subsidiary of the Company which is organized under the laws of the U.S. or
any state thereof or the District of Columbia or, unless such Subsidiary is a “controlled foreign corporation” under Section 957 of the Code, any territory or possession or other political subdivision of the U.S. 

“EBITDA” means, for any period, Net Income for such period plus 

(a) without duplication and to the extent deducted in determining Net Income for such period, the sum of 

(i) Interest Expense for such period, 

(ii) income tax expense for such period, 

(iii) all amounts attributable to depreciation and amortization expense for such period, 

(iv) expenses incurred in connection with the Transactions, 

(v) any non-cash charges, losses or expenses for such period (but excluding any non-cash charge that results from the
write-down or write-off of accounts receivable or that is in respect of any other item that was included in Net Income in a prior period, any non-cash charge that relates to the write-down or write-off of inventory, any additions to bad debt
reserves or bad debt expense and any non-cash charge to the extent it represents an accrual of or a reserve for cash expenditures in any future period), 

(vi) non-recurring charges, costs and expenses incurred during such period in connection with proposed or closed Acquisitions
or Investments (including, without limitation, legal costs and accounting fees), incurrence of Indebtedness or issuance of Equity Interests (in each case, whether or not consummated), 

(vii) losses from sales of property or assets, other than from sales in the ordinary course of business, 

(viii) the amount of net cost savings, operating expense reductions, other operating improvements and acquisition synergies
projected by the Company in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection with any


  
 9 








 
acquisition, disposition, restructuring or operational change by the Company or any of its Subsidiaries, net of the amount of actual benefits realized during such period that are otherwise
included in the calculation of EBITDA from such actions; provided that (A) an officer of the Company shall certify (in form and detail reasonably acceptable to the Administrative Agent) in the Compliance Certificate required to be delivered
pursuant to Section 5.01(d) that (x) such cost savings, operating expense reductions, other operating improvements and synergies are reasonably anticipated to be realized within the timeframes set forth in clause (y) below and are
factually supportable and identifiable as reasonably determined in good faith by the Company, and (y) such actions have been taken or are to be taken within six months after the consummation of the acquisition, disposition, restructuring or
operational change which is expected to result in such cost savings, expense reductions, operating improvements or synergies, (B) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to
this clause (viii) to the extent duplicative of any expenses or charges otherwise added to Net Income, whether through a pro forma adjustment or otherwise, for such period, (C) projected amounts (and not yet realized) may no longer be
added in calculating EBITDA pursuant to this clause (viii) to the extent occurring more than four full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions, operating
improvements and synergies, and (D) such cost savings, operating expense reductions, other operating improvements and synergies consist of plant closures, employee severance costs, equipment relocation costs, and lease and contract termination
costs, 
 (ix) to the extent deducted in calculating Net Income, fees, costs and expenses associated with the refinancing of
existing indebtedness on the Effective Date and the negotiation and preparation of the Loan Documents, and 
 (x)
non-recurring costs and expenses incurred in connection with sale of CCT (the Company’s joint venture in the People’s Republic of China) in 2014; minus 

(b) without duplication and to the extent included in Net Income, 

(i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior
period, 
 (ii) any non-cash items of income for such period, and 

(iii) gains from sales of property or assets, other than from sales in the ordinary course of business; all calculated for the
Company and its Subsidiaries on a consolidated basis in accordance with GAAP. 
 Notwithstanding the above (x) the aggregate amount added back pursuant
to clauses (a)(vi), (vii) and (viii) above for any period of four consecutive fiscal quarters shall not exceed an amount equal to 5% of EBITDA (as determined without giving effect to any adjustments pursuant to clauses (a)(vi),
(vii) and (viii) above) for such period of four consecutive fiscal quarters, and (y) for purposes of calculating EBITDA for any period, if during such period the Company or any Subsidiary makes any Acquisition or Investment permitted
pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05, EBITDA for such period shall be calculated after giving pro forma effect thereto in accordance with Section 1.05.


  
 10 








 “ECP” means an “eligible contract participant” as defined in
Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC. 

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02). 
 “Electronic Signature” means an electronic sound, symbol, or process attached to, or associated
with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 

“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or
hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system. 

“Eligible Subsidiary” means: 

(a) the Foreign Subsidiaries listed on Schedule 1.01-A provided that, at the time such Foreign Subsidiary becomes a Foreign Subsidiary
Borrower (i) all necessary internal branch and Affiliate approvals of each Lender shall have been obtained by each such Lender to the extent funding is required from a branch or Affiliate of such Lender and such approval is required by such
Lender, (ii) no change in any applicable Requirement of Law or the application thereof to any Lender that would make it illegal, unlawful or subject any Lender to any penalty or censure for lending to such Foreign Subsidiary shall have occurred
on or after the Effective Date, (iii) no change in the Lender’s internal policies or the application thereof that would prohibit lending to such Foreign Borrower shall have occurred on or after the Effective Date, and (iv) no change
in the legal or economic market with respect to the jurisdiction of organization of such Foreign Borrower that would prohibit or materially impair lending to such Foreign Borrower shall have occurred on or after the Effective Date; and 

(b) any other Foreign Subsidiaries that are approved in writing from time to time by the Administrative Agent and each of the Lenders in their
sole discretion. 
 “Environmental Laws” means all laws, rules, regulations, codes, ordinances, or binding orders, decrees,
judgments, injunctions, notices or agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release
of any Hazardous Material or to health and safety matters with respect to Hazardous Materials. 
 “Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or any Subsidiary directly or indirectly resulting from or based upon
(a) any violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release or threatened
Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing. 

  
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 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a
Borrower, is treated as a single employer under Section 414(b) 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 failure to satisfy the “minimum funding standard” (as defined in
Section 412 of the Code or Section 302 of ERISA) with respect to any Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any ERISA Affiliate of any liability
with respect to the withdrawal or partial withdrawal of any Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan
from any Borrower or any ERISA Affiliate of any notice, concerning the imposition upon any Borrower or any ERISA Affiliate 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. 
 “Euro” and/or “EUR” means the single currency of the
Participating Member States. 
 “Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Adjusted LIBO Rate. 

“Eurocurrency Payment Office” of the Administrative Agent means, for each Foreign Currency, the office, branch, affiliate or
correspondent bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and each Lender. 

“Event of Default” has the meaning assigned to such term in Article VII. 

“Exchange Rate” means, on any day, with respect to any Foreign Currency, the rate at which such Foreign Currency may be
exchanged into Dollars, as set forth at approximately 11:00 a.m., Local Time, on such date on the Reuters World Currency Page for such Foreign Currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange
Rate with respect to such Foreign Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is
selected, such Exchange Rate shall instead be calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent or LC Issuer, as applicable, for such Foreign Currency on the London market at
11:00 a.m., Local Time, on such date for the purchase of Dollars with such Foreign Currency, for delivery two Business Days later; provided, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent, after 

  
 12 








 
consultation with the Company, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error; provided, further, with
respect to the determination of fronting fees on Letters of Credit payable under Section 2.12(b)(ii), the “Exchange Rate” may be such other exchange rate as agreed upon between the Borrower Representative and the applicable Issuing
Bank. 
 “Excluded Collateral” means (a) the Equity Interests of (i) Cooper Tyre & Rubber Company UK
Limited and its Subsidiaries, (ii) Cooper (Kunshan) Tire Co., Ltd., (iii) Cooper Tire (China) Investment Co., Ltd., and (iv) Cooper Tire Asia-Pacific (Shanghai) Trading Co., Ltd., (b) assets included within the Cash Pooling
Arrangements, (c) Accounts, general intangibles, chattel paper, payment intangibles and supporting obligations (as those terms are defined in the UCC), in each case solely to the extent sold, purportedly sold (but re-characterized as financed),
transferred, assigned, contributed or otherwise conveyed to the Receivables Securitization Facility, provided that the security interest in the equity interests of Cooper Receivables LLC and Receivables Securitization Facility Subordinated Note
shall be Collateral, subject to the terms of the Intercreditor Agreement, (d) Real Property, including any leasehold interest therein, (e) governmental licenses or state or local franchises, charters and authorizations to the extent
security interest is prohibited by applicable law, (f) pledges and security interests prohibited by applicable law, (g) any lease, license, permit or agreement or any property subject to such lease, license, permit or agreement to the
extent that a grant of a security interest therein would violate or invalidate such lease, license, permit or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (after giving effect
to the applicable anti-assignment provisions of the UCC or other applicable law), other than proceeds thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition, (h) any
assets to the extent a security interest in such assets could result in materially adverse tax consequences as reasonably determined by the Company and the Administrative Agent, (i) any intent-to-use trademark application prior to the filing of
a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (j) interests in joint ventures and non-Wholly Owned Subsidiaries which cannot be pledged without the consent of third parties, (k) any property
subject to a purchase money arrangement permitted to be incurred hereunder to the extent other liens are prohibited, (l) any motor vehicles (except to the extent a security interest therein may be perfected solely by filing a UCC financing
statement) and (m) other assets where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, in each case, as reasonably determined by the Company and the Administrative Agent, and
(n) in respect of any Obligations of the Company or any other Domestic Loan Party, (i) any Collateral owned by a Foreign Subsidiary, and (ii) any Equity Interests of any Foreign Subsidiary or Foreign Subsidiary Holdco to the extent a
security interest therein is not required under Section 5.11(b). 
 “Excluded Swap Obligation” means, with respect to
any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes
illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to
constitute an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one
swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. 

“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 

  
 13 








 
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, Letter of Credit or Commitment pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment
or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any U.S. federal withholding Taxes imposed under FATCA. 

“Existing Letters of Credit” means the letters of credit issued by Bank of America for the account of the Company listed on
Schedule 1.01-B that are outstanding as of the Effective Date. 
 “Existing Indenture” means that certain Indenture dated
as of March 17, 1997 between the Company and The Chase Manhattan Bank, as trustee. 
 “Existing Maturity Date” is
defined in Section 2.25(a). 
 “Existing Senior Unsecured Notes” means those notes evidencing the Company’s
obligations under the Existing Indenture. 
 “Extending Lender” is defined in Section 2.25(b). 

“Extension Date” is defined in Section 2.25(a). 

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

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of
1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is
not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it; provided, that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or
controller of a Borrower. 
 “Financial Statements” has the meaning assigned to such term in Section 5.01. 

“Foreign Currencies” means Agreed Currencies other than Dollars. 

  
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 “Foreign Lender” means (a) if a Borrower is a U.S. Person, a Lender that is
not a U.S. Person, and (b) if a 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 such Borrower is resident for tax purposes. 

“Foreign Loan Party” means any Foreign Subsidiary that is a Loan Party. 

“Foreign Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program
established or maintained outside the United States by the Company or any one or more of the Subsidiaries primarily for the benefit of employees of the Company or any Subsidiary residing outside the United States, which plan, fund or other similar
program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination or severance of employment, and which plan is not subject to ERISA or the Code. 

“Foreign Subsidiary” means each Subsidiary which is not a Domestic Subsidiary. 

“Foreign Subsidiary Borrower” means each Wholly-Owned Foreign Subsidiary of the Company that is an Eligible Subsidiary and
that shall become a Foreign Subsidiary Borrower pursuant to Section 2.24, in each case so long as any such Subsidiary shall remain a Foreign Subsidiary Borrower hereunder. As of the Effective Date, there are no Foreign Subsidiary Borrowers.

 “Foreign Subsidiary Holdco” means any direct or indirect Subsidiary of the Company (a) that is an entity
disregarded from its owner for U.S. federal income tax purposes and that owns the Equity Interests of one or more Foreign Subsidiaries and/or other Foreign Subsidiary Holdcos and does not own any other material assets, or (b) substantially all
the assets of which consists of Equity Interests of one or more Foreign Subsidiaries and/or other Foreign Subsidiary Holdcos. 

“Foreign Subsidiary Secured Obligations” means all unpaid principal of, accrued and unpaid interest and fees and
reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or
similar obligations owing by any Foreign Subsidiary (other than Obligations under this Agreement) to any Lender or any office, branch or Affiliate of any Lender and designated as such in a written agreement between a Foreign Subsidiary and such
Lender and its Affiliate, in each case whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor); provided that
(i) such Lender shall have provided the Administrative Agent with written notice thereof on or prior to the date any of the foregoing is incurred, together with such supporting documentation as the Administrative Agent may have reasonably
requested from the applicable Lender or its Affiliates with respect thereto, and (ii) the aggregate outstanding principal amount (which shall include, for purposes of this definition, the undrawn committed or available amounts under the
applicable facility) of all Foreign Subsidiary Secured Obligations shall not exceed $250,000,000 minus the aggregate outstanding principal amount (which shall include, for purposes of this definition, the undrawn committed or available amounts under
the applicable facility) of all Indebtedness outstanding under Section 6.01(r). In connection with incurring any Foreign Subsidiary Secured Obligations, each Lender may rely on a representation of the Company that the amount of the Foreign
Subsidiary Secured Obligations does not exceed the amount of Foreign Subsidiary Secured Obligations permitted hereunder unless it has received written notice to the contrary from the Company or any of its Subsidiaries or from the Administrative
Agent or any of the Lenders at least one Business Day prior to the incurrence of any Foreign Subsidiary Secured Obligations. 

“Funding Account” has the meaning assigned to such term in Section 4.01(h). 

  
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 “GAAP” means generally accepted accounting principles in the U.S. 

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

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

“Guarantors” means (a) with respect to all Secured Obligations, the Company and all direct existing and future
Wholly-Owned Domestic Subsidiaries of any Domestic Loan Party other than (i) Immaterial Domestic Subsidiaries, (ii) Cooper Receivables LLC, a Delaware limited liability company, (iii) Cooper Tire & Rubber Foundation, a
charitable trust, provided it continues solely as a charitable trust consistent with past practice, and (vi) with respect to Secured Obligations of any Domestic Loan Party, Cooper Tire Holding Company, an Ohio corporation, Cooper International
Holding Corporation, an Ohio corporation (so long as such Subsidiaries are Foreign Subsidiary Holdcos) and any other Foreign Subsidiary Holdco, and (b) with respect to all Secured Obligations of any Foreign Subsidiary Borrower (and in addition
to the Guarantors under clause (a) of this definition), all existing and future Wholly-Owned Foreign Subsidiaries of such Foreign Subsidiary Borrower to the extent such Foreign Subsidiaries are organized in the same jurisdiction of such Foreign
Subsidiary Borrower (excluding any such Foreign Subsidiary that has a direct or indirect parent company owned directly or indirectly by such Foreign Subsidiary Borrower which is not organized in the same jurisdiction of such Foreign Subsidiary
Borrower), all direct and indirect parent companies of such Foreign Subsidiary Borrower to the extent such parent companies are organized in the same jurisdiction of such Foreign Borrower and any direct parent company (even if not organized in the
same jurisdiction of such Foreign Borrower), in each case under this clause (b) other than (x) Immaterial Foreign Subsidiaries, and (y) Cooper Tyre & Rubber UK Limited, provided that the determination of whether any Foreign
Subsidiary is a Guarantor hereunder is further subject to (1) the absence of any materially adverse tax consequence as a result of such Foreign Subsidiary becoming a Guarantor, and (2) a determination by the Administrative Agent that such
Foreign Subsidiary becoming a Guarantor is permitted by law and contract, feasible and not cost prohibitive. 
 “Guaranty”
means, collectively, that certain Guaranty dated as of the Effective Date (including any and all supplements thereto) and executed by each Guarantor, as amended, restated, supplemented or otherwise modified from time to time, and any other guarantee
by any Guarantor of the Secured Obligations in form and substance reasonably satisfactory to the Administrative Agent. 
 “Hazardous
Materials” means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic substances,”
“toxic materials,” “toxic waste,” or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances by the United States Department of Transportation (or any successor agency) (49
C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any 

  
 16 








 
successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or
asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical regulated by any Environmental Law. 

“Hostile Acquisition” means (a) the Acquisition of the Equity Interests of a Person through a tender offer or similar
solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation
and (b) any such Acquisition as to which such approval has been withdrawn. 
 “Immaterial Domestic Subsidiary” means
each Domestic Subsidiary that is an Immaterial Subsidiary. 
 “Immaterial Foreign Subsidiary” means each Foreign Subsidiary
that is an Immaterial Subsidiary. 
 “Immaterial Subsidiary” means a Subsidiary of the Company that is not a Material
Subsidiary. 
 “Impacted Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.

 “Increased Amount Date” is defined in Section 2.04. 

“Incremental Term Lender” is defined in Section 2.04. 

“Incremental Term Loan” is defined in Section 2.04. 

“Incremental Term Loan Amendment” is defined in Section 2.04. 

“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 (other than
trade accounts payable in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, but only to the extent of such property’s fair market value if such Indebtedness is non-recourse to such Person, (g) all Guarantees by such Person
of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all
obligations, contingent or otherwise, of such Person under any Disqualified Stock, (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (l) obligations under any earn-out to the extent shown
as a liability on a balance sheet of such Person in accordance with GAAP, (m) any other Off-Balance Sheet Liability and (n) obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement
transaction. 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. 

  
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 “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 any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes. 

“Indemnitee” has the meaning assigned to such term in Section 9.03(b). 

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

“Information” has the meaning assigned to such term in Section 9.12. 

“Intercompany Subordination Agreement” means the subordination agreement or agreements with respect to loans between the
Company and its Subsidiaries in a form reasonably agreed to between the Company and the Administrative Agent. 
 “Intercreditor
Agreement” means the Intercreditor Agreement dated as of the date hereof between PNC Bank, National Association and the Administrative Agent relating to the Receivables Securitization Facility, as amended, restated, supplemented or
otherwise modified from time to time. 
 “Interest Coverage Ratio” means, as of the end of any fiscal quarter of the
Company, the ratio of (a) EBITDA for the four consecutive fiscal quarters of the Company then ending to (b) cash Interest Expense for the four consecutive fiscal quarters of the Company then ending. 

“Interest Expense” means, with reference to any period, total interest expense of the Company and its Subsidiaries for such
period, calculated for the Company and its Subsidiaries on a consolidated basis for such period in accordance with GAAP. 

“Interest Election Request” means a request by the Borrower Representative to convert or continue a Borrowing in accordance
with Section 2.08. 
 “Interest Election Request Form” means a written request to convert or continue a Borrowing in
accordance with Section 2.08 substantially in the form attached hereto as Exhibit C or such other form agreed to by the Administrative Agent and the Borrower Representative. 

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of March,
June, September and December of each year and the Revolving Credit Maturity Date, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and
the Revolving Credit Maturity Date, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Revolving Credit Maturity Date or such other day as may be agreed upon between the Borrower Representative
and the Swingline Lender. 
 “Interest Period” means with respect to any Eurocurrency Borrowing, the period commencing on
the date of such Eurocurrency Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or, to the extent consented to by the Lenders, such other durations), as the
Borrower Representative may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next 

  
 18 








 
succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the
last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing. 
 “Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same
number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between:
(a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is
available) that exceeds the Impacted Interest Period, in each case, at such time. 
 “Investment” means, as to any Person,
any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, or (b) a loan, advance or capital contribution to, Guarantee or assumption of
Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which such
investing Person Guarantees Indebtedness of such other Person, but excluding any Acquisition. 
 “IRS” means the United
States Internal Revenue Service. 
 “Issuing Bank” means, individually and collectively, each of JPMCB, Bank of America,
PNC Bank and any other Revolving Lender from time to time designated by the Borrower Representative as an Issuing Bank, with the consent of such Revolving Lender and the Administrative Agent, in each case in its capacity as an issuer of Letters of
Credit hereunder and their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term
“Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.06
with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank means any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable
Letter of Credit, or both (or all) Issuing Banks, as the context may require. 
 “Issuing Bank Sublimits” means, as of the
Effective Date, (i) in the case of JPMCB, $36,666,667, (ii) in the case of Bank of America, $36,666,667, (iii) in the case of PNC Bank, $36,666,666, and (iv) as to any other Issuing Bank, such amount as shall be agreed to in
writing among the Administrative Agent, the Company and such other Issuing Bank. Each Issuing Bank Sublimit may be (x) decreased at any time by agreement between the Company and the Administrative Agent (and without the consent or approval of
any other parties) and (y) increased at any time by agreement between the Company, the Administrative Agent and the applicable Issuing Bank increasing its Issuing Bank Sublimit (and without the consent or approval of any other parties). 

“JPMCB” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors. 

“Joinder Agreement” means a Joinder Agreement in substantially the form of Exhibit D. 

  
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 “LC Collateral Account” has the meaning assigned to such term in
Section 2.06(j). 
 “LC Disbursement” means any payment made by an Issuing Bank pursuant to a Letter of Credit. 

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at
such time plus (b) the aggregate amount of all LC Disbursements relating to Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender at any time shall be its
Applicable Percentage of the aggregate LC Exposure at such time. 
 “Lender Notice Date” is defined in
Section 2.25(b). 
 “Lenders” means the Persons listed on the Commitment Schedule and any other Person that
shall have become a Lender hereunder pursuant to Section 2.04, 2.25 or an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption. Unless the context otherwise
requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks. 
 “Letters of Credit” means
the letters of credit issued pursuant to this Agreement (including, without limitation, the Existing Letters of Credit) and the term “Letter of Credit” means any one of them or each of them singularly, as the context may require.

 “Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness on such date to (b) EBITDA for the
period of four consecutive fiscal quarters ended on or most recently prior to such date. 
 “LIBO Rate” means, with respect
to any Eurocurrency Borrowing denominated in any Agreed Currency for any applicable Interest Period or for any ABR Borrowing, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the
administration of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate or, in the event such rate does not appear on a Reuters
page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as shall be selected by the Administrative Agent in
its reasonable discretion (in each case, the “LIBO Screen Rate”) at approximately 11:00 a.m., London time, on the Quotation Day for such currency and Interest Period; provided that, (x) if the LIBO Screen Rate shall be
less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (y) if the LIBO Screen Rate shall not be available at such time for a period equal in length to such Interest Period (an “Impacted Interest
Period”), then the LIBO Rate shall be the Interpolated Rate at such time, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which
conclusion shall be conclusive and binding absent manifest error); provided further, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the
above, (1) to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with an ABR Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate, and (2) if the Agreed
Currency is not a currency for which rates are quoted in the London interbank market, then the “LIBO Rate” for such Agreed Currency shall be a reference rate as proposed by the Administrative Agent and agreed to by the Company and each of
the Revolving Lenders. 
 “LIBO Screen Rate” has the meaning assigned to such term in the definition of “LIBO
Rate”. 
 “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the
same economic effect as any of the foregoing) relating to such asset. 

  
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 “Liquidity” means, at any time the same is to be determined, the sum of
(i) the Dollar Amount of Unrestricted Cash at such time, plus (ii) the aggregate Availability at such time. 
 “Loan
Documents” means, collectively, this Agreement, each promissory note issued pursuant to this Agreement, each Letter of Credit application, each Collateral Document, each Guaranty, the Intercreditor Agreement and each other agreement,
instrument, document and certificate identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender and including each other pledge, power of attorney, consent, assignment, contract, letter of
credit agreement and each other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated
hereby, excluding any agreement entered into or in connection with any transaction arising out of any Banking Services or Swap Agreement Obligation. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes
operative. 
 “Loan Parties” means, collectively, the Borrowers and the Guarantors and their successors and assigns, and
the term “Loan Party” means any one of them or all of them individually, as the context may require. 
 “Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including Revolving Loans, Swingline Loans, any Loans under any New Revolving Commitments and any Incremental Term Loans. 

“Local Time” means (i) Chicago time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars and
(ii) local time in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local time means London, England time unless otherwise notified by the Administrative Agent). 

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, financial condition
or otherwise, of the Company and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under the Loan Documents to which it is a party, (c) any material portion of the Collateral,
or the Administrative Agent’s Liens (on behalf of itself and the other Secured Parties) on any material portion of the Collateral or the priority of such Liens. 

“Material Permitted Acquisition” means any Permitted Acquisition for which the aggregate consideration (including the
purchase price, any earn-out, any Indebtedness assumed and any other consideration) paid or payable exceeds $200,000,000. 

“Material Subsidiary” means, as of any date, any Subsidiary (a) whose total assets as of the last day of the most recent
fiscal period for which financials have been delivered pursuant to Section 5.01(a) or (b) (each such date, a “Test Date”) were equal to or greater than 5.0% of Total Assets at such Test Date or (b) whose revenues during the
four consecutive fiscal quarters ending on such Test Date were equal to or greater than 5.0% of the consolidated revenues of the Company and its Subsidiaries for such period, in each case determined in accordance with GAAP; provided that if, at any
time and from time to time, Subsidiaries that are not Material Subsidiaries have, in the aggregate, (i) total assets as of the most recent 

  
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Test Date equal to or greater than 10.0% of Total Assets at such date or (ii) revenues during the four consecutive fiscal quarters ending on such Test Date equal to or greater than 10.0% of
the consolidated revenues of the Company and its Subsidiaries for such period, in each case determined in accordance with GAAP, then the Company shall, no later than five Business Days subsequent to the date on which financial statements for such
fiscal period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Subsidiaries as “Material Subsidiaries” such that, following such designation(s), Immaterial Subsidiaries have, in
the aggregate (i) total assets as of the most recent Test Date of less than 5.0% of the Total Assets at such date and (ii) total revenues during the four consecutive fiscal quarters ending on such Test Date of less than 5.0% of the
consolidated revenues of the Company and its Subsidiaries for such period, in each case determined in accordance with GAAP. 

“Maximum Rate” has the meaning assigned to such term in Section 9.17. 

“Modified Net Leverage Ratio” means, on any date, the ratio of (a) Modified Total Net Indebtedness on such date to
(b) EBITDA for the period of four consecutive fiscal quarters ended on or most recently prior to such date. 
 “Modified Total
Net Indebtedness” means, at any date, the difference of (a) Total Indebtedness at such date, minus (b) the lesser of (i) the aggregate amount of all Unrestricted Cash in excess of $25,000,000 at such date or
(ii) $225,000,000. 
 “Moody’s” means Moody’s Investors Service, Inc. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 

“Net Income” means, for any period, the consolidated net income (or loss) determined for the Company and its Subsidiaries, on
a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any
Subsidiary, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Company or any Subsidiary has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary
in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary, to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the
terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. 

“Net Leverage Ratio” means, on any date, the ratio of (a) Total Net Indebtedness on such date to (b) EBITDA for the
period of four consecutive fiscal quarters ended on or most recently prior to such date. 
 “New Commitments” is defined in
Section 2.04. 
 “New Lender” is defined in Section 2.04. 

“New Revolving Commitments” is defined in Section 2.04. 

“New Revolving Lender” is defined in Section 2.04. 

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d). 

“Non-Extending Lender” is defined in Section 2.25(a). 

  
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 “Non-U.S. Lender” means a Lender that is not a U.S. Person. 

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and
unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Banks or any indemnified party, individually or collectively, existing on the Effective
Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this
Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof. 

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

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect
to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” or “tax ownership operating lease” transaction entered into by such Person,
(c) all Receivables Transaction Attributed Indebtedness or (d) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the balance sheet of such Person (other than operating leases, but including any factoring other than Permitted Foreign Factoring), in all of the foregoing cases, notwithstanding anything herein to the contrary, the
outstanding amount of any Off-Balance Sheet Liability shall be calculated based on the aggregate outstanding amount of obligations outstanding under the legal documents entered into as part of any such transaction on any date of determination that
would be characterized as principal if such transaction were structured as a secured lending transaction, whether or not shown as a liability on a consolidated balance sheet of such Person, in a manner reasonably satisfactory to the Administrative
Agent. 
 “Organization Documents” means (a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and
operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing
or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or
organization of such entity. 
 “Other 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 Taxes (other than a connection 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 any Loan, Letter of Credit, or any 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, 

  
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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 Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19). 
 “Overnight
Foreign Currency Rate” means, for any amount payable in a Foreign Currency, the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due
remains unpaid for more than three (3) Business Days, then for such other period of time as the Administrative Agent may elect) for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to
major banks in the interbank market upon request of such major banks for the relevant currency as determined above and in an amount comparable to the unpaid principal amount of the related Credit Event, plus any taxes, levies, imposts, duties,
deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such relevant currency. 

“Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary. 

“Participant” has the meaning assigned to such term in Section 9.04(c). 

“Participant Register” has the meaning assigned to such term in Section 9.04(c). 

“Participating Member State” means any member state of the European Union that adopts or has adopted the Euro as its lawful
currency in accordance with legislation of the European Union relating to economic and monetary union. 
 “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions. 

“Permitted Acquisition” means any Acquisition by any Loan Party in a transaction that satisfies each of the following
requirements: 
  

	 	(a)	such Acquisition is not a Hostile Acquisition; 

  

	 	(b)	both before and immediately after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true and
correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date,
and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and no Default exists, will exist, or would result therefrom; 


 

	 	(c)	in the case of any Material Acquisition, not less than five (5) days prior to such Acquisition (or such shorter time period agreed to by the Administrative Agent in its reasonable discretion), the Borrower
Representative has provided the Administrative Agent (i) notice of such Acquisition and (ii) a copy of all business and financial information reasonably requested by the Administrative Agent, in each case to the extent available to the
Borrowers; 


  
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	 	(d)	if such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U; 

  

	 	(e)	if such Acquisition involves a merger or a consolidation involving a Borrower, a Borrower shall be the surviving entity, or if such Acquisition involves a merger or a consolidating involving a Loan Party that is not a
Borrower, a Loan Party shall be the surviving entity, or the survivor shall become a Borrower or a Loan Party, as applicable, upon the consummation thereof; 

  

	 	(f)	after giving effect to the completion of such Acquisition on a pro forma basis acceptable to the Administrative Agent, (i) the Net Leverage Ratio is at least 0.25 less than the level then required under
Section 6.12(a) and (ii) no Default will exist or be caused thereby; provided, however, that in the case of any Material Permitted Acquisition, the Borrowers shall deliver a certificate to the Administrative Agent demonstrating compliance
with subclause (i) of this clause (f); and 

  

	 	(g)	the Borrower Representative shall deliver to the Administrative Agent the final executed material documentation relating to such Acquisition within 10 days following the consummation thereof. 


“Permitted Encumbrances” means: 

(a) Liens imposed by law for Taxes that are not yet overdue by more than 30 days (after giving effect to any applicable grace
period) or are being contested in compliance with Section 5.04; 
 (b) carriers’, warehousemen’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 thirty (30) days or are being contested in
compliance with Section 5.04; 
 (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) 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 clause (k) of Article VII;

 (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 any Borrower or any Subsidiary; 

(g) Liens securing insurance premiums financing arrangements in the ordinary course of business; and 

(h) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in
connection with the importation of goods in the ordinary course of business. 

  
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 “Permitted Foreign Factoring” means any factoring of receivables generated by a
Foreign Subsidiary that is not a Loan Party pursuant to factoring programs on market terms reasonable for such transactions and without recourse to such Foreign Subsidiary. 

“Permitted Investments” means: 

(a) readily marketable obligations of, or obligations the principal of and interest on which are unconditionally guaranteed or
insured by, the U.S. (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one year from the date of acquisition thereof; 

(b) Investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of
acquisition, a rating not less than A-1 from S&P or P-1 from Moody’s; 
 (c) Investments in certificates of deposit,
bankers’ acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank
organized under the laws of the U.S. or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; 

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a)
above and entered into with a financial institution satisfying the criteria described in clause (c) above; 
 (e) money
market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by Moody’s and (iii) have portfolio assets of
at least $5,000,000,000; 
 (f) in the case of any Foreign Subsidiary, other Investments that are similar to the foregoing,
are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes or approved by the Administrative Agent; and 

(g) any other Investments and Investment types listed on Schedule 1.01-C. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (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. 
 “Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system. 
 “PNC Bank” means PNC
Bank, National Association, a national banking association. 

  
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 “Prime Rate” means the rate of interest per annum publicly announced from time
to time by JPMCB as its prime rate in effect at its principal offices in New York City. Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. 

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

“Public-Sider” means a Lender whose representatives may trade in securities of the Company or its controlling person or any
of its Subsidiaries while in possession of the financial statements provided by the Company under the terms of this Agreement. 

“Quotation Day” means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Euro,
the day that is two (2) TARGET2 Days before the first day of such Interest Period, and (ii) for any other currency, two (2) Business Days prior to the commencement of such Interest Period (unless, in each case, market practice differs
in the relevant market where the LIBO Rate for such currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations would normally be
given on more than one day, then the Quotation Day will be the last of those days)). 
 “Real Property” means all real
property that was, is now or may hereafter be owned, occupied or otherwise controlled by any Loan Party pursuant to any contract of sale, lease or other conveyance of any legal interest in any real property to any Loan Party. 

“Receivables Purchase Agreement” means the Amended and Restated Receivables Purchase Agreement, dated as of
September 14, 2007, among the Company, Cooper Receivables LLC, the various Purchasers and Purchaser Agents from time to time party thereto and PNC Bank, National Association, as amended, restated, amended and restated, modified, supplemented,
renewed, replaced or refinanced from time to time to the extent permitted hereunder. 
 “Receivables Securitization
Facility” means the accounts receivable securitization facility provided for by (a) the Receivables Purchase Agreement, (b) the Receivables Securitization Facility Subordinated Note, (c) certain purchase and sale agreements
and (d) all documents, agreements, and instruments relating to any of the foregoing, in each case, as amended, restated, amended and restated, modified, supplemented, renewed, replaced or refinanced through the Effective Date and from time to
time thereafter to the extent permitted hereunder. 
 “Receivables Securitization Facility Subordinated Note” means the
Company Note dated August 30, 2006 executed by Cooper Receivables LLC in favor of the Company, as amended, restated, amended and restated, modified, supplemented, renewed, replaced or refinanced and from time to time thereafter to the extent
permitted hereunder. 
 “Receivables Transaction Attributed Indebtedness” means the amount of obligations outstanding under
the legal documents entered into as part of any asset securitization facility (including the Receivables Securitization Facility) on any date of determination that would be characterized as principal if such facility were structured as a secured
lending transaction rather than as a purchase. 
 “Recipient” means, as applicable, (a) the Administrative Agent,
(b) any Lender and (c) any Issuing Bank, or any combination thereof (as the context requires). 
 “Refinance
Indebtedness” has the meaning assigned to such term in Section 6.01(f). 
 “Register” has the meaning
assigned to such term in Section 9.04(b)(iv). 

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

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, migrating, disposing, or dumping of any substance into the environment. 
 “Report” means reports prepared by the
Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the assets of the Company and its Subsidiaries from information furnished by or on behalf of the Borrowers, after the Administrative
Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent. 

“Required Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Credit Exposure and unused Commitments
representing more than 50% of the sum of the Aggregate Credit Exposure and unused Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Article VII, and for all purposes after the
Loans become due and payable pursuant to Article VII or the Commitments expire or terminate, then, as to each Lender, clause (a) of the definition of Swingline Exposure shall only be applicable for purposes of determining its Revolving
Exposure to the extent such Lender shall have funded its participation in the outstanding Swingline Loans. 
 “Requirement of
Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents of such
Person and (b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental Authority (including Environmental
Laws), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any Equity Interest in any Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests. 
 “Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum
aggregate permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.04 and (b) assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $400,000,000. 
 “Revolving Credit Maturity
Date” means the fifth anniversary of the date of this Agreement (if the same is a Business Day, or if not then the immediately next succeeding Business Day), or any earlier date on which the Revolving Commitments are reduced to zero or
otherwise terminated pursuant to the terms hereof, and subject to extension (in the case of each Lender consenting thereto) as provided in Section 2.25. 

  
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 “Revolving Exposure” means, with respect to any Lender, at any time, the sum of
the aggregate outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time. 

“Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving
Commitments have terminated or expired, a Lender with Revolving Exposure. 
 “Revolving Loan” means a Loan made pursuant to
Section 2.01(a). 
 “S&P” means Standard & Poor’s Ratings Services, a Standard &
Poor’s Financial Services LLC business. 
 “Sale and Leaseback Transaction” has the meaning assigned to such term in
Section 6.06. 
 “Sanctioned Country” means, at any time, a country or territory which is the subject or target of any
Sanctions. 
 “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of
designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations Security Council, the European Union or any European Union member state, (b) any
Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b). 

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by
(a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any
European Union member state or Her Majesty’s Treasury of the United Kingdom. 
 “SEC” means the Securities and
Exchange Commission of the U.S. 
 “Secured Obligations” means, collectively, (i) the Obligations, (ii) Banking
Services Obligations, (iii) the Swap Agreement Obligations owing to one or more Lenders or their Affiliates, and (iv) the Foreign Subsidiary Secured Obligations; provided, however, that the definition of “Secured Obligations”
shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor. 

“Secured Parties” means (a) the Administrative Agent, (b) the Lenders, (c) each Issuing Bank, (d) each
provider of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement, to the extent the obligations thereunder constitute Secured
Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, and (g) the successors and permitted assigns of each of the foregoing. 

  
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 “Security Agreement” means that certain Pledge and Security Agreement (including
any and all supplements thereto), dated as of the date hereof, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge or security agreement entered into,
after the date of this Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated,
supplemented or otherwise modified from time to time. 
 “Specified Default” means any Event of Default under clause
(a) of Article VII hereof due to the failure to pay the Obligations at the final maturity thereof (whether at the stated final maturity, by acceleration, or otherwise) or any Event of Default under clause (g) or (h) of Article VII
hereof. 
 “Statement” has the meaning assigned to such term in Section 2.18(g). 

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D of
the Board. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender
under such Regulation D of the Board or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person, the payment of which is subordinated to
payment of the Secured Obligations in a manner reasonably acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, delayed or conditioned). 

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, partnership,
joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such
Person. 
 “Subsidiary” means any direct or indirect subsidiary of the Company, a Borrower or a Loan Party, as applicable.
Unless otherwise specified, the term “Subsidiary” shall refer to any direct or indirect subsidiary of the Company. 

“Substantial Portion” means, with respect to the assets of the Company and its Subsidiaries, assets which (a) represent
more than 10% of the Total Assets as would be shown in the consolidated financial statements of the Company and its Subsidiaries as at the beginning of the twelve month period ending with the month in which such determination is made (or if
financial statements have not been delivered hereunder for that month which begins the twelve-month period, then the financial statements delivered hereunder for the quarter ending immediately prior to that month), (b) are responsible for more
than 10% of the consolidated net sales or of the consolidated net income of the Company and its Subsidiaries as reflected in the financial statements referred to in clause (a) above, (c) represent more than 25% of the Total Assets as would
be shown in the consolidated financial statements of the Company and its Subsidiaries as of the Effective Date or (d) are responsible for more than 25% of the consolidated net sales or of the consolidated net income of the Company and its
Subsidiaries as reflected in the financial statements referred to in clause (c) above. 

  
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 “Swap Agreement” means any agreement with respect to any swap, forward, spot,
future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by
current or former directors, officers, employees or consultants of the Borrowers or their Subsidiaries shall be a Swap Agreement. 

“Swap Agreement Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any Swap Agreement permitted hereunder with a Lender or an
Affiliate of a Lender, and (b) any cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender. 

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder. 

“Swap Termination Value” means, in respect of any Swap Agreement, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Agreement, (a) for any date on or after the date such Swap Agreement has been closed out and termination value(s) determined in accordance therewith, such termination value(s), and
(b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreement, as determined based upon one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Agreement (which may include a Lender or any Affiliate of a Lender). 
 “Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at
such time other than with respect to any Swingline Loans made by such Revolving Lender in its capacity as the Swingline Lender and (b) the principal amount of all Swingline Loans made by such Revolving Lender in its capacity as the Swingline
Lender outstanding at such time (less the amount of participations funded by the other Lenders in such Swingline Loans). 

“Swingline Lender” means JPMCB, in its capacity as lender of Swingline Loans hereunder. Any consent required of the
Administrative Agent or the Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given by JPMCB in its capacity as Administrative Agent or Issuing Bank shall be deemed given by JPMCB in its capacity as Swingline Lender
as well. 
 “Swingline Loan” means a Loan made pursuant to Section 2.05. 

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if
such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in Euros. 

“TARGET2 Day” means a day that TARGET2 is open for the settlement of payments in Euros. 

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

“Threshold Amount” means $50,000,000. 

“Total Assets” means, as of any date, the total assets of the Company and its Subsidiaries, calculated in accordance with
GAAP on a consolidated basis as of such date. 
 “Total Indebtedness” means, at any date, the aggregate principal amount of
all Indebtedness determined for the Company and its Subsidiaries on a consolidated basis at such date, excluding (a) Cash Pooling Obligations or Cash Pooling Guaranty Obligations, (b) Indebtedness described in clause (n) of the
definition of Indebtedness and (c) the lesser of the amount of Indebtedness with respect to undrawn letters of credit or $10,000,000. 

“Total Net Indebtedness” means, at any date, the difference of (a) Total Indebtedness at such date, minus (b) the
lesser of (i) the aggregate amount of all Unrestricted Cash in excess of $25,000,000 or (ii) $175,000,000. 

“Transactions” means the execution, delivery and performance by the Borrowers of this Agreement and the other Loan Documents,
the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate, or the Alternate Base Rate. 
 “UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state, the laws of which are required to be applied in connection with the issue of perfection of security interests. 

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or
unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is
contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations. 

“Unrestricted Cash” means, at any date, the sum of (a) 100% of the unrestricted cash owned by the Company and its
Domestic Subsidiaries in which the Administrative Agent has a first priority, perfected security interest pursuant to the Collateral Documents, and (b) 65% of the unrestricted cash of the Company’s Foreign Subsidiaries that is not subject
to any Liens (other than in favor of the Administrative Agent and any customary liens of depositary banks) or restrictions on repatriation to the U.S. Without limiting the other exclusions in this definition, “Unrestricted Cash” shall not
include any cash held by the Company or any of its Subsidiaries in escrow, trust or other fiduciary capacity for or on behalf of any Person or subject to any other restriction. 

“U.S.” means the United States of America. 

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code. 

  
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 “U.S. Tax Compliance Certificate” has the meaning assigned to such term in
Section 2.17(f)(ii)(B)(3). 
 “USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001. 
 “Wholly-Owned” means, when used in reference to a
subsidiary of any Person, that all the Equity Interests in such subsidiary (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law) are owned,
beneficially and of record, by such Person, another wholly-owned subsidiary of such Person or any combination thereof. 

“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 any Loan Party and the Administrative Agent, as applicable. 
 SECTION 1.02. Classification of Loans and
Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a
“Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a
“Eurocurrency Revolving Borrowing”). 
 SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations
thereunder having the force of law or with which affected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to
time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation
shall be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such
Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof,
(d) 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, (e) 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, (f) any reference in any definition to the phrase “at any time” or “for
any period” shall refer to the same time or period for all calculations or determinations within such definition, and (g) the words “asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

  
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 SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of
any provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the
Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in
accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without
giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial
Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner
as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest
number). 
 SECTION 1.05. Pro Forma Adjustments for Acquisitions and Dispositions. To the extent a Borrower or any Subsidiary makes
any Acquisition or Investment permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Company most recently ended, the
Leverage Ratio, Net Leverage Ratio, Modified Net Leverage Ratio and Interest Coverage Ratio, and any other financial covenant or definition, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of
events which are directly attributable to the Acquisition, Investment or the disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of
Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, or, in the case of add backs pursuant to clause (viii) of the definition of EBITDA, determined on a basis consistent with such clause (viii), and as certified
by a Financial Officer of such Borrower), as if such Acquisition or Investment or such disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period. 

SECTION 1.06. Status of Obligations. In the event that any Borrower or any other Loan Party shall at any time issue or have outstanding
any Subordinated Indebtedness, such Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such
Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated
Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or


  
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other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such
Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. 

SECTION 1.07 Calculation of Obligations under Swap Agreements. For purposes of determining the “principal amount” or the
outstanding amount of the obligations of a Borrower or any Subsidiary in respect of any Swap Agreement at any time, such principal amount shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or such
Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 
 ARTICLE II 

The Credits 
 SECTION
2.01. Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrowers in Agreed Currencies from time to time during the Availability Period in an aggregate principal
amount that will not result in (i) subject to Sections 2.02(e) and 2.11(b), the Dollar Amount of such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, and (b) subject to Sections 2.02(e) and 2.11(b), the
sum of the Dollar Amount of the total Revolving Exposures exceeding the Aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving
Loans. 
 SECTION 2.02. Loans and Borrowings. 

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by
the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. 

(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower
Representative may request in accordance herewith, provided that all Revolving Borrowings (i) made on the Effective Date must be made as ABR Borrowings but may be converted into Eurocurrency Borrowings in accordance with
Section 2.08, and (ii) all Borrowings denominated in any Foreign Currency shall be made solely as Eurocurrency Loans. Each Swingline Loan shall bear interest as provided in Section 2.13(a). Each Lender at its option may make any
Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to
such Lender); provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement. 

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that
is an integral multiple of $500,000 (or, 

  
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if such Borrowing is denominated in a Foreign Currency, 500,000 units of such currency) and not less than $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 1,000,000 units
of such currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 and not less than $500,000; provided that an ABR Revolving Borrowing may be in
an aggregate amount that is equal to the entire unused balance of the total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an
amount that is an integral multiple of $100,000 (or, in the case of any Swingline Loan denominated in any Foreign Currency, the Dollar Amount thereof shall be approximately $100,000) and not less than $100,000 (or, in the case of any Swingline Loan
denominated in any Foreign Currency, the Dollar Amount thereof shall be approximately $100,000) or such other amounts as agreed to by the Swingline Lender. Borrowings of more than one Type and Class may be outstanding at the same time;
provided that there shall not at any time be more than a total of ten Eurocurrency Borrowings outstanding. 

(d) Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date. 
 (e) The
Administrative Agent will determine the Dollar Amount of (i) each Eurocurrency Borrowing as of the date two (2) Business Days prior to the date of such Borrowing or, if applicable, the date of conversion/continuation of any Borrowing as a
Eurocurrency Borrowing, (ii) the LC Exposure as of the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit, and (iii) all outstanding Credit Exposure on and as of the last Business Day of each
calendar month of, if required by the Administrative Agent, each calendar week, and, during the continuation of an Event of Default, on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required
Lenders. Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (i), (ii) and (iii) is herein described as a “Computation Date” for which a Dollar Amount is
determined on or as of such day. 
 SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing, the Borrower
Representative shall notify the Administrative Agent of such request either in writing (delivered by hand, facsimile or e-mail transmission) by a Borrowing Request Form signed by the Borrower Representative or, other than a Revolving Borrowing
denominated in a Foreign Currency or to a Foreign Subsidiary Borrower, by telephone (a) in the case of a Eurocurrency Borrowing to the Company denominated in Dollars, not later than 11:00 a.m., Chicago time, three Business Days before the date
of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in Euros or any Eurocurrency Borrowing to any Foreign Subsidiary Borrower denominated in Dollars, not later than 11:00 a.m., London time, three Business Days
before the date of the proposed Borrowing, (c) in the case of a Eurocurrency Borrowing denominated in any Foreign Currency other than Euros, not later than such time required by the Administrative Agent three Business Days before the date of
the proposed Borrowing or (d) in the case of an ABR Borrowing, not later than 11:00 a.m., Chicago time, on the Business Day of the proposed Borrowing; provided, that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement in Dollars as contemplated by Section 2.05(e) may be given not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery, facsimile or e-mail transmission to the Administrative Agent of a written Borrowing Request Form signed by the applicable Borrower. Each Borrowing Request to fund a Permitted Acquisition or other transaction
may be conditioned upon such Permitted Acquisition or transaction, provided that any such conditioning shall not avoid any payment that may be owing under Section 2.15. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.01: 
  

	 	(i)	the Class of Borrowing, the aggregate principal amount of the requested Borrowing, and a breakdown of the separate wires comprising such Borrowing; 


  
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	 	(ii)	name of the applicable Borrower(s); 

  

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

  

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

  

	 	(v)	in the case of a Eurocurrency Borrowing, the Agreed Currency and the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.”


 If no election as to the Type of Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Borrowing
shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the relevant Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

SECTION 2.04. Increase in Commitments. 

(a) New Commitments. At any time, the Company may by written notice to the Administrative Agent elect to request an increase to the
existing Revolving Commitments (any such increase, the “New Revolving Commitments”) and/or enter into one or more tranches of term loans (any such tranche, the “Incremental Term Loans” and together with the New
Revolving Commitments, if any, the “New Commitments”), by an amount not in excess of $100,000,000 in the aggregate or a lesser amount in integral multiples of $25,000,000. Such notice shall specify the date (an
“Increased Amount Date”) on which the Company proposes that the New Commitments and, in the case of Incremental Term Loans, the date for borrowing, as applicable, be made available. The Company shall notify the Administrative Agent
in writing of the identity of each Lender or other financial institution (each, a “New Revolving Lender”, an “Incremental Term Lender” or generally, a “New Lender”; provided that no
Ineligible Institution may be a New Lender, each New Lender (other than a New Lender that is an existing Lender or an Approved Fund of an existing Lender or, in the case of an Incremental Term Lender, an Affiliate of an existing Lender) must be
reasonably acceptable to the Administrative Agent and, in the case of any New Revolving Lender, each LC Issuer (such acceptance, in each case, not to be unreasonably withheld, delayed or conditioned)) to whom the New Commitments have been (in
accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New
Commitment. The New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date or such other date agreed to by the applicable New Lenders;
provided that (1) the conditions set forth in paragraphs of (a), (b) and (c) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New
Commitments and Loans; (2) such increase in the Revolving Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and
each shall be recorded in the Register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17; and (3) the Borrowers shall make any payments required pursuant
to Section 2.16 in connection with the provisions of the New Commitments. 

  
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 (b) On any Increased Amount Date on which New Revolving Commitments are effected, subject to the
satisfaction of the foregoing terms and conditions, (i) each of the existing Lenders shall assign to each of the New Revolving Lenders, and each of the New Revolving Lender shall purchase from each of the existing Lenders, at the principal
amount thereof, such interests in the outstanding Revolving Loans and participations in Letters of Credit and Swingline Loans outstanding on such Increased Amount Date that will result in, after giving effect to all such assignments and purchases,
such Revolving Loans and participations in Letters of Credit and Swingline Loans being held by existing Lenders and New Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New
Revolving Commitments to the Revolving Commitments, (ii) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and have the same
terms as any existing Revolving Loan and (iii) each New Revolving Lender shall become a Lender with respect to the Revolving Commitments and all matters relating thereto. 

(c) On any Increased Amount Date on which Incremental Term Loans are effected and/or borrowed, subject to the satisfaction of the foregoing
terms and conditions, (i) each Incremental Term Loan shall be deemed for all purposes a Loan made hereunder, (ii) each Incremental Term Lender shall become a Lender hereunder and (iii) the Incremental Term Loans (x) shall rank
pari passu or junior in right of payment with the Revolving Loans, (y) shall not mature earlier than the then applicable Revolving Credit Maturity Date (but may have amortization and mandatory prepayments prior to such date) and
(z) the terms applicable to such Incremental Term Loan in effect prior to the then applicable Revolving Credit Maturity Date (other than pricing, amortization, mandatory prepayments and fees), when taken as a whole, are not more restrictive
than the terms applicable to the Revolving Loans. All Incremental Term Loans made on any Increased Amount Date will be made in accordance with the procedures set forth in Section 2.03. 

(d) The Administrative Agent shall notify the Lenders promptly upon receipt of the Company’s notice of an Increased Amount Date and, in
respect thereof, the New Commitments and the New Lenders. 
 (e) Notwithstanding anything contained herein to the contrary, including
Section 9.02, Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the
Borrowers, each Lender providing such Incremental Term Loans and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.04 and make other required technical or other changes to the extent such changes, when taken as a whole, are
not materially adverse to such Lenders. 
 (f) Nothing contained in this Section 2.04 shall constitute, or otherwise be deemed to be, a
commitment on the part of any Lender to increase any of its Commitments hereunder, or provide Incremental Term Loans, at any time. 

SECTION 2.05. Swingline Loans. 

(a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion, make Swingline Loans to the
Borrowers, from time to time during the Availability 

  
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Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal Dollar Amount of outstanding Swingline Loans exceeding $40,000,000 or
(ii) the sum of the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.
To request a Swingline Loan, the Borrower Representative or the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed in a writing reasonably acceptable to the Administrative Agent if requested by the
Administrative Agent, provided that any request for a Swingline Loan denominated in a Foreign Currency or to a Foreign Subsidiary Borrower shall be in writing in a form reasonably approved by the Administrative Agent), not later than (i) noon
Chicago time on the day of any proposed Swingline Loan in the case of any Swingline Loan to the Company denominated in Dollars, (ii) 10:00 a.m. London time on the day of any proposed Swingline Loan in the case of any Swingline Loan denominated
in Euros, or (iii) 10:00 a.m. London time on the Business Day prior to the day of any proposed Swingline Loan in the case of any other Swingline Loan; or, in each of the foregoing cases, such other times or methods agreed to between the
applicable Borrower and the Administrative Agent. Each such notice shall be irrevocable and shall specify (A) the requested date (which shall be a Business Day), (B) whether such Swingline Loan is to be denominated in Dollars or a Foreign
Currency, (C) the amount of the requested Swingline Borrowing, and (D) such other information reasonably required by the Swingline Lender. The Administrative Agent shall promptly advise the Swingline Lender of any such notice received from
a Borrower. Any funding of a Swingline Loan by the Swingline Lender shall be made in accordance with this Section 2.05(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of
the Administrative Agent most recently designated by it for such purpose by notice to the Swingline Lender. The Administrative Agent may make such Swingline Loan available to the applicable Borrower by promptly crediting the amounts so received, in
like funds, to the general deposit account of the applicable Borrower with the Administrative Agent (or, in the case of a Swingline Borrowing made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance
to the applicable Issuing Bank). Notwithstanding anything in this Section 2.05 or elsewhere to the contrary, (x) the Swingline Lender and the applicable Borrower may agree to make any other arrangements for the making of Swingline Loans,
including without limitation by way of an overdraft facility or other credit extensions, and the obligations thereunder shall constitute Swingline Loans hereunder if designated as such by the Administrative Agent, (y) the Swingline Lender shall
have no obligation to make any Swingline Loan, and (z) the Swingline Loans shall bear interest at the rate or rates separately agreed to in writing between the Swingline Lender and the Company. Unless the Swingline Lender has received written
notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of the making of a Swingline Loan, that one or more applicable conditions contained in Section 4.02 or
in this Section 2.05 shall not then be satisfied, the Swingline Lender shall be entitled to entitled to rely on the representation by the applicable Borrower that all such conditions are satisfied. 

(b) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., Chicago time (or 10:00 a.m. London
time in the case of any Swingline Loan denominated in any Foreign Currency or made to any Foreign Subsidiary Borrower), on any Business Day require the Revolving Lenders to acquire participations on such Business Day (or two Business Days thereafter
in the case of any Swingline Loan denominated in any Foreign Currency or made to any Foreign Subsidiary Borrower) in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the
Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans.
Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline
Loan or Loans. If such payment relates to a Swingline Loan 

  
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denominated in any Foreign Currency such payment shall be made in such Foreign Currency, provided that, if requested by the Swingline Lender or if such Foreign Currency is not an Agreed All
Lender Currency, then automatically and with no further action required, the obligation of each Revolving Lender to make such payment shall be permanently converted into an obligation to reimburse the Dollar Amount thereof calculated as of the date
when such payment was due, and each Revolving Lender shall make such payment in Dollars; provided further that, if such payment shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum
denominated in the applicable Agreed Currency equal to such Lender’s Applicable Percentage of such Swingline Loan or Loans, each such Lender agrees, as a separate and independent obligation, to indemnify the Swingline Lender for the loss
resulting from its inability on that date to purchase the Agreed Currency in the full amount of such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving
Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in
the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter
payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline
Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the
Borrowers of any default in the payment thereof. 
 SECTION 2.06. Letters of Credit. 

(a) General. Subject to the terms and conditions set forth herein, the Borrower Representative, on behalf of a Borrower, may request the
issuance of Letters of Credit denominated in an Agreed Currency as the applicant thereof for the support of the obligations of any Borrower or any Subsidiary thereof, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank,
at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement
submitted by the Borrowers to, or entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Borrower unconditionally and irrevocably agrees that, in
connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, such Borrower will be fully responsible for the reimbursement of LC Disbursements in accordance
with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (each Borrower hereby irrevocably waiving any
defenses that might otherwise be available to it as a guarantor or surety of the obligations of such Subsidiary that is an account party in respect of any such Letter of Credit). Notwithstanding anything herein to the contrary, the Issuing Bank
shall have no obligation hereunder to 

  
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issue, and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person,
or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any binding order, judgment or
decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated under Section 2.15 hereof or otherwise hereunder) not in effect on the
Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date, which the Issuing Bank is not otherwise compensated under Section 2.15 hereof or otherwise hereunder
and which the Issuing Bank in good faith deems material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; provided that, notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof,
and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented. Letters of
Credit may be issued in any Agreed Currencies. The Existing Letters of Credit shall be deemed (i) Letters of Credit issued under this Agreement by the Issuing Bank and shall be subject to the terms of this Agreement and (ii) issued on the
Effective Date for purposes of determining fees payable hereunder. 
 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or facsimile (or transmit by electronic communication, if
arrangements for doing so have been approved by the applicable Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than
three Business Days or such shorter time period agreed to by the applicable Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit (provided that the
Dollar Amount of any Letter of Credit denominated in any Foreign Currency or for the account of any Foreign Subsidiary Borrower shall be in a minimum Dollar Amount of $50,000 or such other amount agreed upon between the applicable Issuing Bank and
the Borrowing Representative), the name and address of the beneficiary thereof, the Agreed Currency applicable thereto and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the
Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended
only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (in each case, subject to
Section 2.02(e) and Section 2.11) (i) the Dollar Amount of the LC Exposure shall not exceed $110,000,000, (ii) the Dollar Amount of such Revolving Lender’s Revolving Exposure shall not exceed its Revolving Commitment and
(iii) the Dollar Amount of the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitments. Unless the applicable Issuing Bank has received written notice from any Revolving


  
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Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance, amendment, renewal or extension of the applicable Letter of Credit,
that one or more applicable conditions contained in Section 4.02 or in this Section 2.06 shall not then be satisfied, such Issuing Bank shall be entitled to entitled to rely on the representation by the Borrower requesting the Letter of
Credit that all such conditions are satisfied. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the
Dollar Amount of the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank Sublimit. Without limiting the foregoing and without affecting the
limitations contained herein, it is understood and agreed that any Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each
Issuing Bank may, in its sole discretion, issue Letters of Credit in excess of its individual Issuing Bank Sublimit. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless
constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this
Section 2.06(b). 
 (c) Expiration Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by
notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof,
including, without limitation, any automatic renewal provision, one year after such renewal or extension) and (ii) the date that is one year after the Revolving Credit Maturity Date. 

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 
 (e)
Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers, subject to Article XI, shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount
equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement (or if the Issuing Bank shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing
Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement) not later than 12:00 noon, Local Time, on the Business Day immediately following the date on which the Borrowers receive notice that such LC Disbursement is to be
made; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC Disbursement was made in
Dollars, an ABR Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan in Dollars in an amount 

  
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equal to such LC Disbursement or (ii) to the extent that such LC Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Borrowing in such Foreign Currency in an amount equal
to such LC Disbursement and, in each case, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Eurocurrency Borrowing or Swingline Loan, as
applicable. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof, and such Lender’s
Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the
amounts so received by it from the Revolving Lenders. If such payment by a Revolving Lender relates to a Letter of Credit denominated in any Foreign Currency such payment shall be made in such Foreign Currency, provided that, if requested by the
applicable Issuing Bank or if such Foreign Currency is not an Agreed All Lender Currency, then automatically and with no further action required, the obligation of each Revolving Lender to make such payment shall be permanently converted into an
obligation to reimburse the Dollar Amount thereof calculated as of the date when such payment was due, and each Revolving Lender shall make such payment in Dollars; provided further that, if such payment shall not be adequate on the date of that
payment to purchase in accordance with normal banking procedures a sum denominated in the applicable Agreed Currency equal to such Lender’s Applicable Percentage of the payment then due from the Borrowers, each such Lender agrees, as a separate
and independent obligation, to indemnify the applicable Issuing Bank for the loss resulting from its inability on that date to purchase the Agreed Currency in the full amount of such Lender’s Applicable Percentage of such payment then due from
the Borrowers. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders
have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank
for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement. If any
Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Banks or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable
if such reimbursement were made or required to be made in Dollars, the applicable Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the applicable Issuing Bank or the applicable
Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Dollar Amount thereof, on the date such LC Disbursement is made, of such LC Disbursement. 

(f) Obligations Absolute. Subject to Article XI, the Borrowers’ obligation to reimburse LC Disbursements as provided in
paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of
validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or
any statement therein being untrue or inaccurate in any respect, (iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or
(iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the
Borrowers’ obligations hereunder. None of the Administrative Agent, the Revolving Lenders or the Issuing Bank, or any of their Related Parties, shall 

  
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have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit, or any payment or failure to make any payment thereunder (irrespective of
any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable
law) suffered by any Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if
such documents are not in strict compliance with the terms of such Letter of Credit. 
 (g) Disbursement Procedures. The Issuing Bank
shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower Representative by telephone
(confirmed by fax) of such demand for payment and whether the Issuing Bank will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement. 
 (h) Interim Interest. If the
Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such reimbursement is
due; provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13 (c) shall apply. Interest accrued pursuant to this paragraph shall be for the
account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of
such payment. 
 (i) Replacement and Addition of Issuing Banks. Each Issuing Bank may be replaced at any time by written agreement
among the Borrower Representative, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. Any Revolving Lender may be added as an Issuing Bank at any time by written agreement among the Borrower Representative, the
Administrative Agent and such new Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of any Issuing Bank and any additional Issuing Bank. At the time any such replacement shall become effective, the
Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement or addition, (i) the successor or new, as applicable, Issuing
Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) 

  
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references herein to the term “Issuing Bank” shall be deemed to refer to such successor, additional or previous Issuing Banks, or to such successor, additional and previous Issuing
Bank, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. 

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day following the day that the
Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, or if any Letters of Credit are outstanding on the Revolving Credit Maturity Date, the Borrowers, subject to Article XI, shall deposit in an account with the Administrative Agent,
in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the Dollar Amount of the LC Exposure as of such date plus, to the extent invoiced
prior to such issuance, any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII or the occurrence of the Revolving Credit Maturity Date. The Borrowers, subject to
Article XI, also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance
of the LC Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the
LC Collateral Account and all moneys or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative
Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Subject to Article XI, moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the
Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business
Days after all such Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of the Revolving Credit Maturity Date, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after each applicable Letter of Credit have expired or been terminated (and the original thereof returned to the applicable Issuing Bank in the case of any
termination) and all Obligations (other than unasserted contingent obligations) shall have been paid in full. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to Section 2.20, such amount (to the extent
not applied as aforesaid) shall be returned to the Borrowers as promptly as practicable to the extent that, after giving effect to such return, the Issuing Banks shall not have any exposure in respect of any outstanding Letter of Credit that is not
fully covered by the Revolving Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral. 
 (k) Issuing Bank
Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition to its notification obligations set forth 

  
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elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in
respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) reasonably prior to the time that such
Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving
effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement,
(iv) on any Business Day on which a Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement, and (v) on any other Business
Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank. 

(l) LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of
any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum
stated amount is in effect at the time of determination. 
 SECTION 2.07. Funding of Borrowings. 

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds
(i) in the case of Loans denominated in Dollars, by 1:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in the case of each Loan denominated
in a Foreign Currency, by 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency and at such Eurocurrency Payment Office for such currency, in each case an amount equal to such
Lender’s Applicable Percentage; provided that, Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in
like funds, to (x) the Funding Account(s) in the case of Loans denominated in Dollars and (y) an account of such Borrower in the relevant jurisdiction and designated by such Borrower in the applicable Borrowing Request, in the case of
Loans denominated in a Foreign Currency; provided that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank. 

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may,
in reliance upon such assumption, make available to the relevant Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender
and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign Currency) or (ii) in the case of such Borrower, the interest rate applicable to such Borrowing. If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. 

  
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 (c) Each Lender at its option may make any Loan to any Borrower by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of
such option shall not affect the obligation of the relevant Borrower to repay such Loan in accordance with the terms of this Agreement. 

(d) Notwithstanding anything in this Agreement to the contrary, with respect to any matter under any of the Loan Documents relating to any
Loan or Letter of Credit with respect to any Foreign Subsidiary Borrower, in any applicable jurisdiction, the Administrative Agent, the Issuing Bank or any Lender or any domestic or foreign branch or Affiliate of any such Lender used to make such
Loans under Section 2.07(c) (a “Designated Lender”) determines that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, the Issuing Bank or
any Lender or its applicable Designated Lender to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge
interest with respect to any Loan or Letter of Credit, such Person shall promptly notify the Administrative Agent, then, upon the Administrative Agent notifying the Company, and until such notice by such Person is revoked, any obligation of such
Person to issue, make, maintain, fund or charge interest with respect to any such Loan or Letter of Credit shall be suspended, and to the extent required by applicable Requirement of Law, cancelled. Upon receipt of such notice, the applicable
Borrower shall, (A) repay that Person’s participation in the Loans or other applicable Obligations on the last day of the Interest Period for each Loan or other Obligation occurring after the Administrative Agent has notified the Company
or, if earlier, the date specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by applicable Law) and (B) take all reasonable actions requested
by such Person to mitigate or avoid such illegality. 
 SECTION 2.08. Interest Elections. 

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing,
shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued. 

(b) To make an election pursuant to this Section, a Borrower, or the Borrower Representative on its behalf, shall notify the Administrative
Agent of such election (by telephone or irrevocable written notice writing (delivered by hand, facsimile or e-mail transmission) in the case of a Borrowing denominated in Dollars or by irrevocable written notice (delivered by hand, facsimile or
e-mail transmission) in the case of a Borrowing denominated in a Foreign Currency) by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election
Request Form signed 

  
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by the relevant Borrower, or the Borrower Representative on its behalf. Notwithstanding any contrary provision herein, this Section shall not be construed to permit any Borrower to
(i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that does not comply with this Agreement or (iii) convert any Borrowing to a Borrowing of a Type not available under such Borrowing. 

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: 

(i) the name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing; and 
 (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and Agreed Currency to be
applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 

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

(e) If the relevant Borrower or the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurocurrency
Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be
converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Foreign Currency in respect of which the applicable Borrower shall have failed to deliver an Interest Election Request prior to the third (3rd ) Business Day
preceding the end of such Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest Period of one month unless such Eurocurrency Borrowing is or was repaid in accordance
herewith. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event
of Default is continuing (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR
Borrowing at the end of the Interest Period applicable thereto and (iii) unless repaid, each Eurocurrency Revolving Borrowing denominated in a Foreign Currency shall automatically be continued as a Eurocurrency Borrowing with an Interest Period
of one month. 
 SECTION 2.09. Termination and Reduction of Commitments. 

(a) Unless previously terminated, all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. 

  
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 (b) The Borrowers may at any time terminate the Revolving Commitments upon (i) the payment
in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of
Credit, the furnishing to the Administrative Agent of a cash deposit (or a backup standby letter of credit reasonably satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date),
(iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses to the extent invoiced and other Obligations (other than unasserted contingent obligations). 

(c) The Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving
Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $25,000,000 and (ii) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of
the Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitments. 

(d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under
paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments
delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or other transaction, in which case such notice may be revoked by the Borrower Representative (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the
Lenders in accordance with their respective Revolving Commitments. 
 SECTION 2.10. Repayment and Amortization of Loans; Evidence of
Debt. 
 (a) The Borrowers, subject to Article XI, hereby unconditionally promise to pay (i) to the Administrative Agent for the
account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Credit Maturity Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the
Revolving Credit Maturity Date and the Business Day the Swingline Lender requests repayment of such Swingline Loan so long as made before 10:00 a.m. New York time, or within one (1) Business Day if not. 

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to
such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

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

  
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 (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of
this Section (together with the Register) shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any Lender or the Administrative Agent to
maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. 

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and
deliver to such Lender a promissory note payable to such Lender and its registered assigns and in the form attached hereto as Exhibit E. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein and its registered assigns. Upon either (a) payment in full of the Loans evidenced by any such promissory
note and termination of the Commitments relating thereto or (b) the assignment of such Loans and Commitments in accordance with Section 9.04 hereof, each such promissory note shall be returned to the Borrowers by the payee named therein at
the request of the Borrowers. 
 SECTION 2.11. Prepayment of Loans. 

(a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without premium or penalty
(except as provided in Section 2.16), subject to prior notice in accordance with paragraph (c) of this Section and, if applicable, payment of any break funding expenses under Section 2.16. 

(b) If at any time, (i) if the aggregate principal Dollar Amount of all of the Revolving Exposures (calculated, with respect to those
Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Revolving Commitment on any Computation Date or the date any Loan is made or Letter of Credit
issued or (ii) solely as a result of fluctuations in currency exchange rates, the aggregate principal Dollar Amount of all of the Revolving Exposures (so calculated) exceeds 105% of the Aggregate Revolving Commitments, the Borrowers, subject to
Article XI, shall in each case within two (2) Business Days after notice from the Administrative Agent repay Revolving Borrowings or, if required after the payment of all Revolving Borrowings, cash collateralize LC Exposure pursuant to this
Agreement, as applicable, in an aggregate principal amount equal to such excess. 
 (c) All prepayments required to be made pursuant to
Section 2.11(b) shall be applied, first to prepay the Revolving Loans (including Swingline Loans) without a corresponding reduction in the Revolving Commitments and second to cash collateralize outstanding LC Exposure. 

(d) The Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by fax or other electronic communication, if arrangements for doing so have been approved by the Administrative Agent and/or the Swingline Lender) of any prepayment under this Section: (i) in the case of
prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 10:00 a.m., Chicago time, on the date of
prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., Local Time, on the date of prepayment; provided that the applicable Borrower, or the Borrower 

  
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Representative on behalf of the applicable Borrower, shall notify the Administrative Agent by written notice of any prepayment hereunder in the case of prepayment of a Eurocurrency Revolving
Borrowing denominated in a Foreign Currency not later than 11:00 a.m., Local Time, four (4) Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Revolving Borrowing or Term Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Subject to Article XI, each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments to the extent required pursuant to
Section 2.16. 
 SECTION 2.12. Fees. In each case subject to Article XI: 

(a) The Borrowers agree to pay to the Administrative Agent a commitment fee for the account of each Revolving Lender, which shall accrue at the
Applicable Rate on the daily amount of the undrawn portion of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’ Revolving Commitments terminate; it
being understood that the LC Exposure of a Lender shall be included and the Swingline Exposure of a Lender shall be excluded in the drawn portion of the Revolving Commitment of such Lender for purposes of calculating the commitment fee. Accrued
commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All
commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 

(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the daily amount of such Lender’s LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender
ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be
any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings
thereunder. Accrued participation fees and fronting fees shall be payable on the last day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur
after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any
other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the last day). All participation fees and fronting fees in respect of the Letters of Credit shall be paid in Dollars based on the Dollar Amount thereof. 

  
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 (c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent. 
 (d) All fees payable
hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to
the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances. 
 SECTION 2.13. Interest. 

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate; provided that
each Swingline Loan shall bear interest at either (x) the Alternate Base Rate plus the Applicable Rate or (y) such other rate, if any, as may be separately agreed upon by the Borrower and the Swingline Lender. 

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate. 
 (c) Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default,
the Required Lenders may, at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender
affected thereby” for reductions in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of
any other amount outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder. 

(d) Accrued interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on
each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

 (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest on Borrowings denominated
in any Foreign Currency for which it is required by applicable law or customary to compute interest on the basis of a year of 365 days or, if required by applicable law or customary, 366 days in a leap year, shall be computed on such basis, and
(ii) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error. 

  
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 (f) Notwithstanding the above, the Swingline Lender and the applicable Borrower may separately
agree that any Swingline Loan may bear interest at any other rate as agreed to in writing between the Swingline Lender and the applicable Borrower. 

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

(a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that
adequate and reasonable means do not exist for ascertaining (including, without limitation, by means of an Interpolated Rate) the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or 

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans included in such Borrowing for such Interest Period; 

then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by electronic communication as provided in
Section 9.01 as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective, and any such Eurocurrency Borrowing shall be repaid on the last day of the then current Interest Period
applicable thereto, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing. 

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

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory
loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or 

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than
Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or 
 (iii)
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters
of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; 
 and the result of any of the
foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such
Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of
principal, interest or otherwise), then, subject to Article XI, the Borrowers will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate


  
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such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered as reasonably determined by such Lender, such Issuing Bank or
such other Recipient (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situation customers of such Lender, such Issuing Bank or such other Recipient, as applicable
and in each case as determined by such Lender, such Issuing Bank or such other Recipient), under agreements having provisions similar to this Section 2.15, after consideration of such factors as such Lender, such Issuing Bank or such other
Recipient, as applicable, then reasonably determines to be relevant). 
 (b) If any Lender or Issuing Bank determines that any Change in Law
regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if
any, as a consequence of this Agreement, the Commitments of or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such
Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such
Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time, subject to Article XI, the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered as reasonably determined by such Lender or such Issuing Bank (which determination
shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of such Lender or such Issuing Bank, as applicable and in each case as determined by such Lender or such Issuing
Bank, under agreements having provisions similar to this Section 2.15, after consideration of such factors as such Lender or such Issuing Bank, as applicable, then reasonably determines to be relevant). 

(c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof. 
 (d)
Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the
Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be,
notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurocurrency Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under
Section 2.09 and is revoked in accordance 

  
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therewith), or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative
pursuant to Section 2.19 or 9.02(d), then, in any such event, the Borrowers, subject to Article XI, shall compensate each Lender for the loss, cost and expense attributable to such event; provided that each such Lender shall use
reasonable efforts to mitigate any such loss, cost and expense in accordance with Section 2.19. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A
certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, including, if requested by the Borrower, a description in reasonable detail of the basis for such compensation and a
calculation of such amount or amounts (but excluding any confidential or proprietary information of such Lender), shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers, subject to Article XI,
shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt thereof. 
 SECTION 2.17.
Taxes. 
 (a) Withholding Taxes; Gross-Up; Payments Free of Taxes. Any and all payments by or on account of any obligation of
any Loan Party 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 applicable Loan Party 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 2.17), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(b) Payment of Other Taxes by the Loan Parties. The applicable Loan Party 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, Other Taxes. 
 (c) Evidence of
Payment. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, the Borrower Representative shall deliver to the Administrative Agent the original or a certified copy
of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment, or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(d) Indemnification by the Loan Parties. The applicable Loan Party shall indemnify each Recipient, within ten (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) 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.


  
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A certificate as to the amount of such payment or liability delivered to the Borrower Representative 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 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) 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 such Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). 

(f) 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 Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent and at the time or times prescribed by applicable law, such properly
completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent or prescribed by applicable law 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 Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the
Administrative Agent as will enable the Borrower Representative 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, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) 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 any Borrower is a U.S. Person, 

(A) any Lender that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to 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 Representative or the Administrative Agent), executed originals 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 Representative and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this


  
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Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative 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 U.S. is a party (x) with
respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form), 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, as applicable (or any successor form), 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) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income,
executed originals 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 substantially in the form of Exhibit F-1 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 a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance
Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form); or 

(4) to the extent a Foreign Lender is not the Beneficial Owner, executed originals of IRS Form W-8IMY (or any successor form),
accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification
documents from each Beneficial Owner, as applicable; 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 substantially in the form of Exhibit F-4 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 Representative and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
Representative or the Administrative Agent), executed originals 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 Representative 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 Representative and the Administrative
Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including


  
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as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary
for the Borrower Representative and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and
withhold from such payment. Solely for purposes of this 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 Representative and the Administrative Agent in writing of its legal inability to do so. 

(g) 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 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), 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 2.17 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
(g) (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 refund to such Governmental Authority. Notwithstanding anything to the
contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) 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 giving
rise to such refund had never been paid. This paragraph (g) 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. 
 (h) Survival. Each party’s obligations under this Section 2.17 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. 

(i) Defined Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term
“applicable law” includes FATCA. 
 SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs. 

(a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars, 2:00 p.m., Chicago time and (ii) in the case of payments denominated in a Foreign
Currency, 2:00 p.m., Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately available funds, without set-off or counterclaim (but without prejudice
to the Borrowers’ rights with respect to any Defaulting Lender under Section 2.20 hereof). Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event 

  
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was made (or where such currency has been converted to Euro, in Euro) and (ii) to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case
of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to the applicable Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the
account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and,
in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency
control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “Original Currency”) no longer exists or any Borrower is not
able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made in Dollars no later than the first Business Day
following the date that such payment would otherwise be due hereunder in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the
imposition of any such currency control or exchange regulations. 
 (b) Subject to Article XI, any proceeds of Collateral received by the
Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), or (B) a mandatory prepayment
(which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to
pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Swingline Lender and the Issuing Banks from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement
Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations), and third, to the payment of any
other Secured Obligations due from the Borrowers or any other Loan Party, ratably. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence,
neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to
the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the
continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. 

Notwithstanding the foregoing, Secured Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded
from the application described above and paid after other Secured Obligations in clause third if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may
have reasonably requested from the applicable provider of such Banking Services or Swap Agreements. 
 (c) Subject to Article XI, at the
election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and
other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder, 

  
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whether made following a request by the Borrower Representative pursuant to Section 2.03 or 2.05 or a deemed request as provided in this Section or may be deducted from any deposit account
of the Borrowers maintained with the Administrative Agent. Subject to Article XI, the Borrowers hereby irrevocably authorize (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees
as it becomes due hereunder or any other amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans (including Swingline Loans), and that all such Borrowings shall be deemed to have been requested pursuant to
Sections 2.03 or 2.05, as applicable, and (ii) if an Event of Default exists or the Borrower Representative agrees in writing, the Administrative Agent to charge any deposit account of any Borrower maintained with the Administrative Agent for
each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. 
 (d) If, except
as otherwise expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or
participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion
received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and
Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of
such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation. 

(e) Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

(f) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Bank to
satisfy 

  
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such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and
application to, any future funding obligations of such Lender hereunder. Application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent in its discretion. 

(g) The Administrative Agent may from time to time provide the Borrowers with account statements or invoices with respect to any of the
Secured Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the
amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers
shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Administrative Agent, on behalf of the Lenders, of any payment that is less than the total amount actually due at
that time (including but not limited to any past due amounts) shall not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in full at another time. 

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. 

(a) If any Lender (or its Affiliate) requests compensation under Section 2.15, or if any Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender (or its Affiliate) or any Governmental Authority for the account of any Lender (or its Affiliate) pursuant to Section 2.17, then such Lender (or its Affiliate) shall use reasonable efforts to designate
a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender (or its Affiliate), such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender (or its Affiliate) to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender (or its Affiliate). Subject to Article XI, the Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender (or its Affiliate) in connection with any such designation or
assignment. 
 (b) If (i) any Lender (or its Affiliate) requests compensation under Section 2.15, or (ii) if any Borrower is
required to pay any Indemnified Taxes or additional amounts to any Lender (or its Affiliate) or any Governmental Authority for the account of any Lender (or its Affiliate) pursuant to Section 2.17, or (iii) if any Lender becomes a
Defaulting Lender, or (iv) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any Loan Document that, pursuant to Section 9.02,
requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, then the Borrowers may,
at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its
interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under Section 9.04, the
Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) subject to the Borrowers’ rights with respect to Defending Lenders under Section 2.20 hereof, such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and funded participations in LC Disbursements and Swingline Loans, accrued interest thereon, 

  
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accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all
other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such
compensation or payments, and (iv) in the case of any such assignment resulting from a Lender’s refusal to consent to a proposed amendment, modification, waiver , termination or consent, the assignee shall approve the proposed amendment,
modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such
assignment and delegation cease to apply. 
 SECTION 2.20. Defaulting Lenders. 

Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so
long as such Lender is a Defaulting Lender: 
 (a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such
Defaulting Lender pursuant to Section 2.12(a); 
 (b) such Defaulting Lender shall not have the right to vote on any issue on which
voting is required (other than to the extent expressly provided in Section 9.02(b)) and the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any
action hereunder or under any other Loan Document; provided that, except as otherwise provided in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification
requiring the consent of such Lender or each Lender directly affected thereby; 
 (c) if any Swingline Exposure or LC Exposure exists at the
time such Lender becomes a Defaulting Lender then: 
 (i) all or any part of the Swingline Exposure and LC Exposure of such
Defaulting Lender (other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but
only (x) to the extent that the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless any Borrower shall have otherwise notified the Administrative Agent at such time, such Borrower shall be
deemed to have represented and warranted that such conditions are satisfied at such time) and (y) to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to
exceed its Revolving Commitment; 
 (ii) if the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrowers shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize, for the benefit of the
Issuing Bank, the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 2.06(j) for so long as such LC Exposure is outstanding; 
 (iii) if the Borrowers cash collateralize any portion
of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure
during the period such Defaulting Lender’s LC Exposure is cash collateralized; 

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

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant
to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC
Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and 

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank
shall not be required to issue, amend, renew, extend or increase any Letter of Credit, unless it is satisfied that the related exposure and such Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.20(c), and Swingline Exposure related to any such newly made Swingline Loan or LC Exposure related to any newly issued or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein). 

If (i) a Bankruptcy Event with respect to the Parent of any Lender shall occur following the date hereof and for so long as such event
shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline
Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into
arrangements with the Borrowers or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. 

In the event that each of the Administrative Agent, the Borrowers, the Swingline Lender and the Issuing Bank agrees that a Defaulting Lender
has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on the date
of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with
its Applicable Percentage. 
 SECTION 2.21. Returned Payments. If, after receipt of any payment which is applied to the payment of
all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or
application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason (including pursuant to any settlement entered
into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not
been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon
such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement. 

  
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 SECTION 2.22. Banking Services and Swap Agreements. Each Lender or Affiliate thereof
providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party, including any existing on the Effective Date, shall deliver to the Administrative Agent, promptly after entering into such
Banking Services or Swap Agreements (or on or promptly after the Effective Date with respect to any existing on the Effective Date), written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations
of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). The existing Banking Services Obligations and the existing Swap Agreement Obligations of JPMCB, Bank of
America, PNC Bank and their respective Affiliates referenced in the payoff letter of Bank of America delivered pursuant to Section 4.01(g) hereof shall be deemed to automatically satisfy the written notice required hereunder for Banking
Services Obligations and the Swap Agreement Obligations existing on the Effective Date. In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant change
therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in
determining which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed. 

SECTION 2.23. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any
Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on
which final, non-appealable judgment is given. The obligations of each Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be
discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may
be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative
Agent, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as
the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts
shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.19, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrower. 

SECTION 2.24. Designation and Termination of Foreign Subsidiary Borrowers. 

(a) Designation. Subject to the terms and conditions of this Section, the Company may, at any time or from time to time upon not less
than five Business Days’ notice to the Administrative Agent (or such shorter period which is reasonably acceptable to the Administrative Agent), request that a Wholly-Owned Eligible Subsidiary of the Company specified in such notice become a
party to this Agreement as a 

  
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Borrower. The Administrative Agent shall upon receipt of such notice from the Company promptly notify each Lender of such designation. Upon the satisfaction (or waiver) of the conditions
specified in paragraph (b) of this Section, such Subsidiary shall become a party to this Agreement as a Borrower hereunder and shall be entitled to borrow Revolving Credit Loans and request Letters of Credit on and subject to the terms and
conditions of this Agreement, and the Administrative Agent shall promptly notify the Lenders of such designation. 
 (b) Conditions
Precedent to Designation Effectiveness. The designation by the Company of any Wholly-Owned Eligible Subsidiary of the Company as a Borrower hereunder shall not become effective until the date on which the Administrative Agent and the Lenders
shall have received each of the following documents (each of which shall be reasonably satisfactory in form and substance to the Administrative Agent and the Lenders): (i) a Joinder Agreement, duly completed and executed by the relevant
Subsidiary delivered to the Administrative Agent at least five Business Days before the date on which such Subsidiary is proposed to become a Borrower (or such shorter period which is reasonably acceptable to the Administrative Agent); (ii) a
favorable written opinion of counsel to such Subsidiary (or such other counsel reasonably satisfactory to the Administrative Agent and the Lenders) reasonably satisfactory to the Administrative Agent and the Lenders and as to such matters as the
Administrative Agent or any Lender may reasonably request, (iii) a Guaranty and any additional Collateral Documents with respect to the Secured Obligations of such Subsidiary, duly executed by each applicable Loan Party, (iv) such
organizational documents and certificates as the Administrative Agent may reasonably request (including certified copies of the organizational documents of such Subsidiary and of each Guarantor and other Loan Party required to execute any Guaranty
or Collateral Document in connection with such Subsidiary becoming a Borrower, and of resolutions of their respective boards of directors (or similar body) authorizing such Subsidiary becoming a Borrower hereunder and each such Guarantor and other
Loan Party executing and delivering any Guaranty or Collateral Document, and of all documents evidencing all other necessary organizational or other action required with respect to such Subsidiary becoming party to this Agreement and each such
Guarantor and other Loan Party executing and delivering any Guaranty or Collateral Document); (v) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including USA PATRIOT Act, and a properly completed and signed applicable IRS Form W-8 for such Subsidiary becoming a Borrower hereunder, and (vi) such other documents relating thereto as the Administrative
Agent or its counsel or any Lender may reasonably request. 
 (c) Termination of Foreign Subsidiary Borrower. So long as no Loans,
Letters of Credit or any other amounts hereunder or under any other Loan Documents shall be outstanding to a Foreign Subsidiary Borrower, the Company may, at any time terminate such Foreign Subsidiary Borrower as a Borrower hereunder by delivering
to the Administrative Agent a written notice thereof (each a “Foreign Subsidiary Borrower Termination Notice”), substantially in the form attached hereto as Exhibit G. Any Foreign Subsidiary Borrower Termination Notice furnished
hereunder shall be effective upon receipt thereof by the Administrative Agent (which shall promptly so notify the Lenders), whereupon all commitments of the Lenders to make Loans to, and all obligations of the Lenders to acquire participations in
Swingline Loans and Letter of Credit to, such Foreign Subsidiary Borrower and all of the rights of such Foreign Subsidiary Borrower hereunder shall terminate and such Foreign Subsidiary Borrower shall cease to be a Borrower hereunder. 

SECTION 2.25. Extension of Revolving Credit Maturity Date. 

(a) Requests for Extension. The Company may, by notice to the Administrative Agent (who shall promptly notify the Lenders) at any
time (each such date, an “Extension Date”), request that each Lender extend such Lender’s Revolving Credit Maturity Date to a date after the Revolving Credit Maturity Date then in effect for such Lender (the “Existing
Maturity Date”); provided that any such request shall be made no later than 30 days prior to the applicable Existing Maturity Date. 

  
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 (b) Lender Elections to Extend. Each Lender, acting in its sole and individual
discretion, shall, by notice to the Administrative Agent given not later than the date that is 15 days after the date on which the Administrative Agent received the Company’s extension request (the “Lender Notice Date”), advise
the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Revolving Credit Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its
Revolving Credit Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so
advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and
agreed that no Lender shall have any obligation whatsoever to agree to any request made by the Company for extension of the Revolving Credit Maturity Date. 

(c) Notification by Administrative Agent. The Administrative Agent shall notify the Company of each Lender’s determination
under this Section no later than the date that is 15 days prior to the applicable Extension Date (or, if such date is not a Business Day, on the next preceding Business Day). 

(d) Additional Commitment Lenders. The Company shall have the right, but shall not be obligated, on or before the applicable
Revolving Credit Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more financial institutions that are not Ineligible Institutions
(each, an “Additional Commitment Lender”) approved by the Administrative Agent in accordance with the procedures provided in Section 2.19(b), each of which Additional Commitment Lenders shall have entered into an Assignment and
Assumption (in accordance with and subject to the restrictions contained in Section 9.04, with the Company or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which
such Additional Commitment Lenders shall, effective on or before the applicable Revolving Credit Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment
shall be in addition to such Lender’s Commitment hereunder on such date). Prior to any Non-Extending Lender being replaced by one or more Additional Commitment Lenders pursuant hereto, such Non-Extending Lender may elect, in its sole
discretion, by giving irrevocable notice thereof to the Administrative Agent and the Company (which notice shall set forth such Lender’s new Revolving Credit Maturity Date), to become an Extending Lender. The Administrative Agent may
effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Company but without the consent of any other Lenders. 

(e) Effective Date of Extension. Effective as of the applicable Extension Date, the Revolving Credit Maturity Date of each
Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Revolving Credit Maturity Date as so extended shall be
the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the
obligations of a Lender hereunder. 
 (f) Conditions to Effectiveness of Extension. Notwithstanding the foregoing, any
extension of any Revolving Credit Maturity Date pursuant to this Section 2.25 shall not be effective with respect to any Extending Lender unless: 

(i) no Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect
thereto; 

  
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 (ii) the representations and warranties of the Loan Parties set forth in the
Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the applicable Extension Date (it being understood and agreed that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all
respects); and 
 (iii) the Administrative Agent shall have received a certificate from the Company signed by a
Financial Officer of the Company, delivered on behalf of the Company, (A) certifying the accuracy of the foregoing clause (i) and (B) certifying and attaching the resolutions adopted by each Borrower approving or consenting to such
extension (or to the extent the resolutions delivered on the Effective Date approve such matters, a certification from the Borrowers (or the Company on behalf of the Borrowers) that the resolutions delivered on the Effective Date remain in full
force and effect and have not been amended or otherwise modified since the adoption thereof). 
 (g) Maturity Date for Non-Extending
Lenders. On the Revolving Credit Maturity Date of each Non-Extending Lender, (i) the Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Company shall repay such Non-Extending Lender in accordance
with Section 2.10 (and shall pay to such Non-Extending Lender all of the other Obligations owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Loans outstanding on such date (and pay any additional
amounts required pursuant to Section 2.16) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date, and the Administrative Agent shall
administer any necessary reallocation of the Revolving Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement). 

(h) Conflicting Provisions. This Section shall supersede any provisions in Section 2.18 or Section 9.02 to the
contrary. 
 ARTICLE III 

Representations and Warranties 

Each Borrower represents and warrants to the Lenders that (and where applicable, agrees): 

SECTION 3.01. Organization; Powers. The Company, each other Loan Party and each Material 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. 

  
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 SECTION 3.02. Authorization; Enforceability; No Conflicts. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Loan Party is a party are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and
will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (except for any Liens that may arise under the Loan
Documents) under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) except as would not be
reasonably likely to have a Material Adverse Effect, any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) except as would not be reasonably likely to
have a Material Adverse Effect, violate any Requirement of Law. No Loan Party or any of its Subsidiaries is in violation of any Law, the violation of which could be reasonably likely to have a Material Adverse Effect. 

SECTION 3.03. Governmental Approvals. The Transactions do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents. 

SECTION 3.04. Financial Condition; No Material Adverse Change. 

(a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash
flows as of and for the fiscal year ended December 31, 2014, reported on by Ernst & Young 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 Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of
footnotes. 
 (b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse
Effect, since December 31, 2014. 
 SECTION 3.05. Properties, etc. 

(a) Each of the Loan Parties and each Subsidiary has good and indefeasible title to, or valid leasehold interests in, all of its real and
personal property, free of all Liens other than those permitted by Section 6.02. 
 (b) Each Loan Party and each Subsidiary owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted. A correct and complete list of all trademarks, copyrights and patents owned by a Loan Party that are
registered with the United States Patent and Trademark Office or United States Copyright Office, as applicable, as of the date of this Agreement, are set forth on Schedule 3.05. To the knowledge of the Loan Parties, the use of the
intellectual property that is necessary to their business does not infringe upon the rights of any other Person, except as would not reasonably be expected to result in a Material Adverse Effect. 

SECTION 3.06. Litigation and Environmental Matters. 

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of
any Loan Party, threatened against or 

  
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affecting any Loan Party or any Subsidiary (i) 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 result in a Material Adverse Effect (other than the Disclosed Matters set forth on Schedule 3.06) or (ii) that involve any Loan Document or the Transactions. 

(b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect, no Loan Party or any Subsidiary (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (B) has become
subject to any Environmental Liability. 
 (c) Since the date of this Agreement, there has been no change in the status of the
Disclosed Matters that, individually or in the aggregate, has resulted in a Material Adverse Effect. 
 SECTION 3.07. Compliance with
Laws and Agreements; No Default. Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all
Requirements of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property. No Default has occurred and is continuing. 

SECTION 3.08. Investment Company Status. No Loan Party or any Subsidiary is an “investment company” as defined in, or subject
to regulation under, the Investment Company Act of 1940. 
 SECTION 3.09. Taxes. Each Loan Party 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 Loan Party or such Subsidiary, as applicable, 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 3.10. ERISA. No ERISA Event has occurred that, when taken together with all other such ERISA Events for which liability is
reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) each Foreign Pension Plan has
been maintained in compliance with its terms and in compliance with the requirements of any and all applicable laws, statutes, rules, regulations and orders (including all funding requirements and the respective requirements of the governing
documents for each such Foreign Pension Plan) and has been maintained, where required, in good standing with applicable regulatory authorities and (b) all contributions required to be made with respect to a Foreign Pension Plan have been timely
made. Neither the Company nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension Plan that could reasonably be expected to have a Material Adverse Effect. No actions or proceedings
have been taken or instituted to terminate or wind-up a Foreign Pension Plan that could reasonably be expected to have a Material Adverse Effect. 

SECTION 3.11. Disclosure. None of the reports, financial statements, certificates or other written factual information (other than
projections, forward-looking statements and information of a general economic nature) furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any
other Loan Document (as modified or supplemented by other 

  
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information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, when taken as a whole,
in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Loan Parties represent only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date. 

SECTION 3.12. Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the
fair value of the assets of the Loan Parties, when taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Loan Parties,
when taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;
(iii) the Loan Parties, when taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Loan Parties, when taken as a
whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective Date. 

(b) No Loan Party intends to, nor will permit any Material Subsidiary to, and no Loan Party believes that it or any Material Subsidiary will,
incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Material Subsidiary and the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Material Subsidiary. 
 SECTION 3.13. Insurance. Schedule 3.13 sets forth a
description of all material insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance that are due and owing have been paid. The Loan
Parties believe in their reasonable business judgment that the insurance maintained by or on behalf of the Loan Parties and their Subsidiaries is adequate and is customary for companies engaged in the same or similar businesses operating in the same
or similar locations. 
 SECTION 3.14. Capitalization and Subsidiaries. Schedule 3.14 sets forth, as of the Effective Date,
(a) a correct and complete list of the name and relationship to the Company of each Subsidiary, (b) a listing of the owner of each Subsidiary and the percentage of the Equity Interests of such Subsidiary owned, and (c) the type of
entity of the Company and each Subsidiary. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are
fully paid and non-assessable. 
 SECTION 3.15. Security Interest in Collateral. The
provisions of this Agreement and the other Loan Documents, together with all filings and other actions necessary to perfect, protect or create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the
Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral to the extent set forth in the Collateral Documents, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties,
and having priority over all other Liens on the Collateral except (a) Liens permitted under Section 6.02, to the extent such Liens have priority over the Liens in favor of the Administrative Agent pursuant to applicable law or agreement,
and (b) in the case of Liens perfected only by possession (including possession of any certificate of title), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral. 

  
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 SECTION 3.16. Employment Matters. As of the Effective Date, there are no strikes, lockouts
or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of any Loan Party, threatened. Except where the failure would not reasonably be expected to result in a Material Adverse Effect, (i) the hours worked by and
payments made to employees of the Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters, and (ii) all payments due
from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the
books of such Loan Party or such Subsidiary. 
 SECTION 3.17. Federal Reserve Regulations. No part of the proceeds of any Loan
or Letter of Credit has been used or will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X. 

SECTION 3.18. Use of Proceeds. The proceeds of the Loans have been used and will be used, whether directly or indirectly as set forth
in Section 5.08. 
 SECTION 3.19. Anti-Corruption Laws and Sanctions. Each Loan Party has, in its reasonable business judgment,
implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws
applicable to the Loan Parties and their Subsidiaries and applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and employees and, to the knowledge of such Loan Party, its directors and agents, are in compliance
with Anti-Corruption Laws and applicable Sanctions, in each case, in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person. None of
(a) any Loan Party, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will act in any capacity in
connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will
violate Anti-Corruption Laws or applicable Sanctions. 
 SECTION 3.20 Cash Pooling. Schedule 3.20 is a correct and complete list of
all Cash Pooling Arrangements of the Company and its Subsidiaries as of the Effective Date. The Cash Pooling Availability under each Cash Pooling Arrangement exceeds the Cash Pooling Obligations outstanding thereunder, and no Cash Pooling Bank has
made extensions of third party financing pursuant to any Cash Pooling Arrangement in excess of the Cash Pooling Availability thereunder. 

SECTION 3.21. Common Enterprise. Each Loan Party expects to derive benefit (and its board of directors or other governing body has
determined that it may reasonably be expected to derive benefit), directly and indirectly, from (a) successful operations of each of the other Loan Parties and (b) the credit extended by the Lenders to the Borrowers hereunder, both in
their separate capacities and as members of the group of companies. Each 

  
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Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, in furtherance of its
direct and/or indirect business interests, will be of direct and indirect benefit to such Loan Party, and is in its best interest. 

SECTION 3.22. Representations as to Foreign Subsidiary Borrowers. Each of the Company and each Foreign Subsidiary Borrower represents
and warrants to the Administrative Agent and the Lenders that: 
 (a) Such Foreign Subsidiary Borrower is subject to civil, commercial and
common laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Subsidiary Borrower, the “Applicable Foreign Subsidiary Borrower Documents”), and the
execution, delivery and performance by such Foreign Subsidiary Borrower of the Applicable Foreign Subsidiary Borrower Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign
Subsidiary Borrower nor any of its material property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)
under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under the Applicable Foreign Subsidiary Borrower Documents. 

(b) The Applicable Foreign Subsidiary Borrower Documents are in proper legal form under the Laws of the jurisdiction in which such Foreign
Subsidiary Borrower is organized and existing for the enforcement thereof against such Foreign Subsidiary Borrower under the Laws of such jurisdiction (or such other law as shall be specified in such documents), and to ensure the legality, validity,
enforceability (except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally), priority and admissibility in evidence of the Applicable Foreign Subsidiary Borrower
Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Subsidiary Borrower Documents that the Applicable Foreign Subsidiary Borrower Documents be filed,
registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or
in respect of the Applicable Foreign Subsidiary Borrower Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable
Foreign Subsidiary Borrower Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid. 

(c) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any
Governmental Authority in or of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Subsidiary Borrower Documents or (ii) on
any payment to be made by such Foreign Subsidiary Borrower pursuant to the Applicable Foreign Subsidiary Borrower Documents, except for those that have been paid by a Loan Party or any of their respective Subsidiaries. 

(d) The execution, delivery and performance of the Applicable Foreign Subsidiary Borrower Documents executed by such Foreign Subsidiary
Borrower are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or
obtained or (ii) such as cannot be made or obtained until a later date ( provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable). 

  
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 ARTICLE IV 

Conditions 
 SECTION 4.01.
Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in
accordance with Section 9.02): 
 (a) Credit Agreement and Loan Documents. The Administrative Agent (or its
counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include fax or other
electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents, including any promissory notes requested by a Lender pursuant
to Section 2.10 payable to each such requesting Lender and its registered assigns and a written opinion of the Loan Parties’ counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders in form reasonably acceptable to
the Administrative Agent. 
 (b) Projections. The Lenders shall have received (i) audited consolidated financial
statements of the Company and its Subsidiaries for the fiscal years ending December 31, 2013 and December 31, 2014, and (ii) satisfactory Projections for five years. 

(c) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent
shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing
the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in
the case of a Borrower, its Financial Officers, and (C) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction
of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a long form good standing certificate for each Loan Party
from its jurisdiction of organization. 
 (d) No Default Certificate. The Administrative Agent shall have received a
certificate, signed by a Financial Officer of the Company, dated as of the Effective Date (i) stating that no Default has occurred and is continuing, and (ii) stating that the representations and warranties contained in the Loan Documents
are true and correct in all material respects as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects
only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects). 

(e) Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses
required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. 

(f) Lien Searches. The Administrative Agent shall have received the results of a recent lien search in the jurisdiction
of organization of each Loan Party and each jurisdiction where 

  
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material assets of the Loan Parties are located, and such search shall reveal no Liens on any of the assets of the Loan Parties except for liens permitted by Section 6.02 or discharged on or
prior to the Effective Date pursuant to a payoff letter or other documentation reasonably satisfactory to the Administrative Agent. 

(g) Payoff Letter. The Administrative Agent shall have received reasonably satisfactory payoff letters for all existing
Indebtedness required to be repaid and which confirms that all Liens upon any of the property of the Loan Parties constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of
such Indebtedness shall either (i) constitute Existing Letters of Credit or (ii) have been cash collateralized or supported by a Letter of Credit. 

(h) Funding Account. The Administrative Agent shall have received a notice setting forth the deposit account of the
Borrowers (the “Funding Account”) to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement. 

(i) Solvency. The Administrative Agent shall have received a solvency certificate signed by a Financial Officer of the
Company dated the Effective Date in form and substance reasonably satisfactory to the Administrative Agent. 
 (j) Pledged
Equity Interests; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each
such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank) by the pledgor thereof. 
 (k) Filings, Registrations and
Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to
create in favor of the Administrative Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by
Section 6.02), shall be in proper form for filing, registration or recordation. 
 (l) Insurance. The
Administrative Agent shall have received evidence of the insurance required to be in compliance with the terms of the Loan Documents. 

(m) Letter of Credit Application. The Administrative Agent shall have received a properly completed letter of credit
application (whether standalone or pursuant to a master agreement, as applicable) if the issuance of a Letter of Credit will be required on the Effective Date. 

(n) USA PATRIOT Act, Etc. The Administrative Agent and Lenders shall have received all documentation and other
information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA PATRIOT Act, and a properly completed and signed IRS Form W-8 or W-9, as applicable,
for each Loan Party. 

  
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 (o) Other Documents. The Administrative Agent shall have received such
other documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may have reasonably requested. 
 The Administrative
Agent shall notify the Borrowers, the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., Chicago time, on May 29, 2015 (and, in the event such conditions are
not so satisfied or waived, the Commitments shall terminate at such time). 
 SECTION 4.02. Each Credit Event. The obligation of each
Lender to make a Loan on the occasion of any Borrowing (excluding, for the avoidance of doubt, any conversion or continuation of a Loan), and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction
of the following conditions: 
 (a) The representations and warranties of the Loan Parties set forth in the Loan Documents
shall be true and correct in all material respects with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and
agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject
to any materiality qualifier shall be required to be true and correct in all respects). 
 (b) At the time of and
immediately after giving effect to such Borrowing (other than a conversion or continuation of a Loan) or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing. 

Each Borrowing (excluding any conversion or continuation of an existing Loan) and each issuance, amendment, renewal or extension of a Letter of Credit shall
be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section. 

ARTICLE V 
 Affirmative
Covenants 
 Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees
payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated (or have been cash collateralized in accordance with Section 2.06), in each case without any pending draw, and all LC Disbursements shall
have been reimbursed, each Borrower covenants and agrees with the Lenders that: 
 SECTION 5.01. Financial Statements and Other
Information. The Borrowers will furnish to the Administrative Agent for delivery to each Lender, including their Public-Siders: 

(a) within ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and
related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures 

  
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for the previous fiscal year, all reported on by 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 in any material respect) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the
Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; 
 (b) within
forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its unaudited consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and
cash flows as of the end of and for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as
of the end of) the previous fiscal year; 
 (c) The Company represents and warrants that it files its financial statements
with the SEC and, accordingly, the Company hereby (i) authorizes the Administrative Agent to make the financial statements to be provided under Section 5.01(a) and (b) above (collectively or individually, as the context requires, the
“Financial Statements”), along with the Loan Documents, available to Public-Siders and (ii) agree that at the time such Financial Statements are provided hereunder, they shall already have been made available to holders of its
securities. The Company will not request that any other material be posted to Public-Siders without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information
within the meaning of the federal securities laws or that the Company has no outstanding publicly traded securities, including 144A securities, and in no event shall the Administrative Agent post compliance certificates or budgets to Public-Siders;

 (d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a
Financial Officer of the Borrower Representative in substantially the form of Exhibit H (i) certifying, in the case of the Financial Statements delivered under clause (b) above, as presenting fairly in all material respects the
financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes,
(ii) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth
reasonably detailed calculations demonstrating compliance with Section 6.12, and (iv) setting forth reasonably detailed calculations with respect to the determination of Immaterial Subsidiaries, and designating each Immaterial Subsidiary;

 (e) concurrently with any delivery of Financial Statements under clause (a) above, a certificate stating whether
any material changes in GAAP or in the application thereof has occurred since the date of the most recently delivered audited financial statements and, if any such material change has occurred, specifying the effect of such change on the Financial
Statements delivered in connection with such certificate; 
 (f) as soon as available, but in any event no later than sixty
(60) days after the end of, and no earlier than sixty (60) days prior to the end of, each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and
cash flow statement) of the Company for each quarter of the upcoming fiscal year (the “Projections”) in reasonable detail; 

  
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 (g) promptly after the same become publicly available, copies of all periodic and
other reports, proxy statements and other materials filed by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by
the Company to its shareholders generally, as the case may be; 
 (h) promptly after any reasonable request therefor by the
Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1) of ERISA that the Company or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described in
Section 101(l)(1) of ERISA that the Company or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Company or any ERISA Affiliate has not requested such documents or notices from the administrator or
sponsor of the applicable Multiemployer Plan, the Company or the applicable ERISA Affiliate shall promptly make a request for such documents and notices from such administrator or sponsor and shall provide copies of such documents and notices
promptly after receipt thereof; and 
 (i) promptly provide such additional information regarding the business, financial,
legal or corporate affairs of any Loan Party or any Subsidiary thereof, as the Administrative Agent or any Lender may from time to time reasonably request. 

The Borrower Representative shall be deemed to have furnished to the Lenders the financial statements and certificates required to be delivered pursuant to
Sections 5.01(a) and (b) and the reports and other material required by Section 5.01(e) or Section 5.01(g) upon (i) the filing of such financial statements or material by the Company through the SEC’s EDGAR system (or any
successor electronic gathering system) or the publication by the Company of such financial statements on its website, so long as such system or website is publicly available; provided that, at the request of any Lender, the Borrower Representative
shall promptly deliver electronic or paper copies of such filings together all accompanying exhibits, attachments, calculations, or other supporting documentation included with such filing. Information required to be delivered pursuant to this
Section 5.01 may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. 
 SECTION
5.02. Notices of Material Events. The Company will furnish to the Administrative Agent prompt (but in any event within any time period that may be specified below) written notice following an Authorized Officer becoming aware of the
following: 
 (a) the occurrence of any Default; 

(b) receipt of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or
threatened against any Loan Party or any Subsidiary that (i) results in, or could reasonably be expected to result in, a liability to the Company and its Subsidiaries in excess of $25,000,000, (ii) seeks injunctive relief that results in,
or could reasonably be expected to result in, a Material Adverse Effect, or (iii) alleges criminal misconduct by any Loan Party or any Subsidiary that results in, or 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 Loan Parties and their Subsidiaries in an aggregate amount exceeding $25,000,000; and 

  
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 (d) any other development that results in, or could reasonably be expected to
result in, a Material Adverse Effect. 
 Each notice delivered under this Section shall be accompanied by a statement of an Authorized Officer of the
Borrower Representative 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 5.03. Existence; Conduct of Business. Except where the failure would not reasonably be expected to result in a Material Adverse
Effect, each Loan Party will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises,
governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted;
provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03. 

SECTION 5.04. Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Taxes, before the
same shall become delinquent or in default, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceeding and (ii) such Loan Party has set aside on its books adequate reserves with
respect thereto in accordance with GAAP to the extent required or (b) the failure to make payment would not reasonably be expected to result in a Material Adverse Effect. 

SECTION 5.05. Maintenance of Properties. Each Borrower will, and will cause each Subsidiary to, keep and maintain all property
material and necessary to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Effect. 

SECTION 5.06. Books and Records; Inspection Rights. Each Borrower will, and will cause each Subsidiary to, keep proper books of record
and account in which full, true and correct entries, in all material respects, are made of all dealings and transactions in relation to its business and activities. Each Borrower will, and will cause each Subsidiary to, within five (5) Business
Days of delivery of the notice referred to below, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and, to the extent the Borrowers are provided prior written notice and the opportunity to participate in such discussion,
independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that unless an Event of Default has
occurred and is continuing at the time such inspection commences, (a) the Borrower shall not be required to pay expenses relating to more than one inspection by the Administrative Agent in any twelve consecutive calendar months and (b) the
Borrower shall not be required to pay the expenses of any Lender for any inspection; provided, further, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours, without advance notice and without limitation as to frequency. The Loan Parties acknowledge that the Administrative Agent,
after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders. 

  
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 SECTION 5.07. Compliance with Laws and Material Contractual Obligations. Each Borrower
will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material
agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Borrower will, in its reasonable business judgment,
maintain in effect and enforce policies and procedures designed to ensure compliance, in all material respects, by such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws applicable to
the Loan Parties and their Subsidiaries and applicable Sanctions. 
 SECTION 5.08. Use of Proceeds. 

(a) The proceeds of the Loans and the Letters of Credit will be used only for working capital needs and for general corporate
purposes of the Company and its Subsidiaries (including, without limitation, Investments, Acquisitions, Restricted Payments and other transactions not prohibited by the terms of the Loan Documents) and to refinance certain Indebtedness. No part of
the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, (i) for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X or (ii) to make any
Acquisition other than a Permitted Acquisition and Acquisitions solely among the Company and its Subsidiaries that are not prohibited under this Agreement. 

(b) The Borrowers will not request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall
procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (a) 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 any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned
Person, or in any Sanctioned Country, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 

SECTION 5.09. Accuracy of Information. The Loan Parties will ensure that any written factual information (other than projections,
forward-looking statements and information of a general economic nature), including financial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document (as
modified or supplemented by other information so furnished), when taken as a whole, contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, when taken as a whole, in the light of the
circumstances under which they were made, not materially misleading; provided that, with respect to the Projections, the Loan Parties will cause the Projections to be prepared in good faith based upon assumptions believed to be reasonable at the
time prepared. 
 SECTION 5.10. Insurance. Each Borrower will, and will cause each Subsidiary to, maintain with financially sound and
reputable carriers (a) insurance in such amounts (with no greater risk retention) and against such risks as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar
locations and (b) all insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the Administrative Agent, upon the written request of the Administrative Agent, information in reasonable detail as to the insurance so
maintained. 

  
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 SECTION 5.11. Guarantors; Collateral; Further Assurances. 

(a) Subject to applicable Requirements of Law, the Company shall cause each of its Subsidiaries formed or acquired after the date of this
Agreement that is a Guarantor to become a Loan Party by executing a Joinder Agreement to the applicable Collateral Document and Guaranty or otherwise executing appropriate Collateral Documents and a Guaranty. Upon execution and delivery thereof,
each such Person (i) shall automatically become a Guarantor and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for
the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral pursuant to the applicable Collateral Documents. 

(b) Each Loan Party will execute and deliver Collateral Documents granting a valid and enforceable Lien and security interest, subject only to
Liens permitted by Section 6.02, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory,
investment property, letter-of-credit rights (as terms are defined in the UCC) and all other personal property of each Loan Party, but not any Excluded Collateral; provided that, with respect to the Secured Obligations of the Company and any
other Domestic Loan Party, the lien with respect to Equity Interests of Foreign Subsidiaries and Foreign Subsidiary Holdcos shall be limited to 65% (or, if due to a change in applicable law after the date hereof, such materially greater percentage
that (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and
(2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and
outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)). 
 (c) Without limiting
the foregoing, each Loan Party will, and will cause each Subsidiary (to the extent required to make the security interest enforceable or perfect the security interest) to, execute and deliver, or cause to be executed and delivered, to the
Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings and other documents and such other actions or
deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this
Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents in all Collateral, all at the expense of the Loan Parties. Notwithstanding the foregoing, the
parties hereto acknowledge and agree that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent will not (i) require the delivery of original stock certificates for the Equity Interests of any
Immaterial Subsidiary or (ii) make any security interest filings with respect to the intellectual property of the Company or any Domestic Subsidiary in any jurisdictions outside the U.S. 

(d) If any material assets that constitute Collateral are acquired by any Loan Party after the Effective Date (other than assets constituting
Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Representative will promptly (i) notify the Administrative Agent, and, if reasonably requested by the
Administrative Agent or the Required Lenders, subject to Article XI, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties. 

  
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 ARTICLE VI 

Negative Covenants 
 Until
the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document shall have been paid in full and all Letters of Credit shall have expired
or terminated (or have been cash collateralized in accordance with Section 2.06), in each case without any pending draw, and all LC Disbursements shall have been reimbursed, each Borrower covenants and agrees with the Lenders that: 

SECTION 6.01. Indebtedness. No Borrower will, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any
Indebtedness, except: 
 (a) the Secured Obligations; 

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and any extensions, renewals,
refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; 
 (c) Indebtedness of the
Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall be subject to Section 6.04 and
(ii) Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent (it being agreed that the terms of the Intercompany
Subordination Agreement are satisfactory); 
 (d) Guarantees by any Borrower of Indebtedness of any Subsidiary and by any
Subsidiary of Indebtedness of any Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by any Borrower or other Loan Party of Indebtedness of any
Subsidiary that is not a Loan Party shall be subject to Section 6.04 and (iii) Guarantees of any Loan Party permitted under this clause (d) shall be subordinated to the Secured Obligations to the extent that, and on substantially the
same terms as, the Indebtedness so Guaranteed is subordinated to the Secured Obligations; 
 (e) Indebtedness of any Borrower
or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided
that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause
(e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed $25,000,000 at any time outstanding; 

(f) Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended,
renewed, refinanced or replaced being referred to herein as 

  
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the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (i), (j), (k) and (s) hereof (such
Indebtedness being referred to herein as the “Original Indebtedness”); provided that (i) such Refinance Indebtedness does not increase the principal amount of the Original Indebtedness (other than attributable to the accretion
of original issue discount, interest, capitalization of interest or payment premiums in respect of the Indebtedness being refinanced and costs and expenses related thereto), (ii) any Liens securing such Refinance Indebtedness are not extended
to any additional property of any Loan Party or any Subsidiary, (iii) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such
Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness and (v) if such Original Indebtedness was subordinated in right of payment to the
Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that, when taken as a whole, are at least as favorable to the Administrative Agent and the Lenders as those that were
applicable to such Original Indebtedness; 
 (g) Indebtedness (including obligations in respect of letters of credit or bank
guarantees or similar instruments) owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such
Person, in each case incurred in the ordinary course of business; 
 (h) Indebtedness of any Loan Party in respect of
performance bonds, performance and completion guarantees, bid bonds, customs and appeal bonds, surety bonds and similar obligations or obligations in respect of letters of credit related thereto, in each case provided in the ordinary course of
business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; 

(i) Subordinated Indebtedness if immediately prior to, and after, the incurrence of such Subordinated Indebtedness (i) no
Default exists or would be caused thereby, (ii) such Subordinated Indebtedness shall not have a final maturity earlier than the date that is 181 days after the then current Revolving Credit Maturity Date, and (iii) the weighted average
life to maturity, covenants, events of default and other terms are reasonably customary for similar issuances of Subordinated Indebtedness by comparable companies or otherwise reasonably satisfactory to the Administrative Agent; 

(j) Indebtedness of any Person that becomes a Subsidiary or is merged into or consolidated with any Borrower or Subsidiary and
Indebtedness assumed in connection with the acquisition of assets, in each case, pursuant to a transaction not otherwise prohibited by this Agreement after the date hereof; provided that such Indebtedness exists at the time such Person
becomes a Subsidiary or at the time of such merger, consolidation or acquisition, as applicable, and is not created in contemplation of or in connection with such Person becoming a Subsidiary or such merger, consolidation or acquisition, as
applicable; 
 (k) Indebtedness under the Receivables Securitization Facility in an aggregate outstanding principal amount
not to exceed $200,000,000; 
 (l) Cash Pooling Obligations, provided that Cash Pooling Availability under each Cash Pooling
Arrangement shall at all times be in excess of the Cash Pooling Obligations outstanding thereunder; 

  
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 (m) Indebtedness representing deferred compensation to employees of any Loan
Party or any other Subsidiary; 
 (n) Indebtedness incurred in a Permitted Acquisition or disposition under agreements
providing for indemnification, the adjustment of the purchase price or similar adjustments; 
 (o) Indebtedness and other
obligations in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management agreements and deposit accounts in the ordinary course of business; 

(p) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in
supply arrangements, in each case, in the ordinary course of business; 
 (q) Indebtedness in respect of any trade letters of
credit, warehouse receipts or similar facilities entered into in the ordinary course of business; 
 (r) Indebtedness of
Chinese Subsidiaries in an aggregate outstanding principal amount not to exceed the Chinese Subsidiary Secured Debt Limitation, provided that such Indebtedness is without any direct or indirect recourse to the Company or any Subsidiary (other than
Chinese Subsidiaries); and 
 (s) other unsecured Indebtedness if after immediately prior to, and after, the incurrence of
such unsecured Indebtedness (i) the Net Leverage Ratio (on a pro forma basis reasonably acceptable to the Administrative Agent) is at least 0.25 less than the level then required under Section 6.12(a) and (ii) no Default exists or
would be caused thereby; provided, however, solely in respect of Indebtedness incurred by the Company or any of its Domestic Subsidiaries in an initial principal amount in excess of $50,000,000, (x) the final maturity of such
Indebtedness shall not be earlier than the date that is six (6) months after the then current Revolving Credit Maturity Date and the weighted average life to maturity of such Indebtedness shall be reasonably satisfactory to the Administrative
Agent, and (y) the financial covenants and events of default to which such Indebtedness is subject shall not be more restrictive in any material respect than the covenants in Section 6.12 and Events of Default hereunder, as determined in
the good faith judgment of the Company, unless the Company agrees to amend this Agreement such that the condition described in this proviso would be satisfied. 

SECTION 6.02. Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, except: 

(a) Liens securing the Secured Obligations created pursuant to any Loan Document; 

(b) Permitted Encumbrances; 

(c) any Lien on any property or asset of any Borrower or any Subsidiary existing on the date hereof and set forth in
Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary or any other Borrower or Subsidiary (other than (A) after-acquired property that is affixed or
incorporated into the property covered by such Lien and (B) and proceeds or products thereof) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and Refinance Indebtedness thereof permitted pursuant
to Section 6.01(f); 

  
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 (d) Liens on fixed or capital assets acquired, constructed or improved by any
Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after
such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not
apply to any property or assets of any Borrower or any Subsidiary other than the property financed by such Indebtedness and any accessions thereto and the proceeds and products thereof and related property; provided that individual financings
of equipment provided by one lender may be cross-collateralized to other financings provided by such lender and incurred under clause (e) of Section 6.01; 

(e) any Lien existing on any property or asset prior to the acquisition thereof by any Borrower or any Subsidiary or existing
on any property or asset of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party (other than the proceeds or products thereof and after-acquired property subject to a Lien
pursuant to terms existing at the time of such acquisition, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) such Lien
shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal
amount thereof; 
 (f) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; 

(g) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.06; 

(h) Liens arising in connection with the Receivables Securitization Facility; 

(i) Liens on assets that constitute Principal Property (as defined in the Existing Indenture) and sale and leaseback
transactions (as defined in the Existing Indenture) of the Company and its Subsidiaries, in each case to the extent permitted by the terms of the Existing Indenture (assuming that, at the time of incurrence, such Existing Indenture are in full force
and effect); 
 (j) Liens on cash of Subsidiaries on deposit with any Cash Pooling Bank securing Cash Pooling Obligations
owed to such Cash Pooling Bank; 
 (k) Liens granted by a Subsidiary that is not a Loan Party in favor of the Company or
another Subsidiary in respect of Indebtedness owed by such Subsidiary; 
 (l) (A) leases, licenses, subleases or
sublicenses granted to other Persons (including with respect to intellectual property and software) which do not (1) interfere in any material respect with the business of the Company and its Subsidiaries, taken as a whole, or (2) secure
any Indebtedness for borrowed money or (B) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Subsidiaries or by a statutory provision, to terminate any
such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; 

  
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 (m) Liens (A) (1) on advances of cash or cash equivalents in favor of
the seller of any property to be acquired in Permitted Acquisitions to be applied against the purchase price for such Permitted Acquisition and (2) consisting of an agreement to dispose of any property in a disposition permitted under
Section 6.05, in each case solely to the extent such Investment or disposition, as the case may be, would have been permitted on the date of the creation of such Lien, and (B) reasonable earnest money deposits of cash or cash equivalents
made by the Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; 

(n) Liens arising from precautionary UCC financing statement filings (or similar filings under other applicable Law) in
connection with operating leases and other ordinary course transaction and which, in each case, do not relate to any Indebtedness; 

(o) Liens on cash and cash equivalents on deposit with Lenders and Affiliates of Lenders securing obligations owing to such
Persons under any treasury, depository, overdraft or other cash management services agreements or arrangements with the Company or any Subsidiary in the ordinary course of business; 

(p) Liens that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not
given in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of the Company or any of its Subsidiaries to permit satisfaction of overdraft of similar obligations incurred in the ordinary course of
business of the Company and its Subsidiaries, including with respect to credit card chargebacks and similar obligations incurred in the ordinary course of business, or (C) relating to purchase orders and other agreements entered into with
customers, suppliers or service providers of the Company or any of its Subsidiaries in the ordinary course of business; 

(q) non-recourse Liens on Equity Interests in joint ventures which are not Subsidiaries securing obligations of such joint
ventures which are not prohibited by this Agreement; 
 (r) to the extent constituting Liens, dispositions expressly
permitted under Section 6.05; 
 (s) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by the Company or any of its Subsidiaries and not prohibited by this Agreement; 

(t) Liens on assets of Chinese Subsidiaries securing Indebtedness permitted under Section 6.01(r); and 

(u) other Liens securing obligations in an aggregate amount not to exceed $15,000,000 at any time outstanding. 

SECTION 6.03. Fundamental Changes. 

(a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to
merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default 

  
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 shall have occurred and be continuing, (i) any Subsidiary of any Borrower may merge into or consolidate with
or liquidate or dissolve into a Borrower in a transaction in which a Borrower is the surviving entity, (ii) any Subsidiary (other than any Borrower) may merge into or consolidate with or liquidate or dissolve into any other Subsidiary,
provided that when any Subsidiary that is a Loan Party is merging or consolidating with another Subsidiary, a Loan Party shall be the surviving entity, (iii) the Company or any of its Subsidiaries may merge or consolidate with any other
Person in order to effect a Permitted Acquisition or an Investment permitted under Section 6.04 so long as the surviving entity is or shall become a Loan Party and, if the Company is involved, the surviving entity is or shall be the Company,
and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the
Lenders; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. 

(b) No Loan Party will, nor will it permit any Subsidiary to, engage in any business other than businesses of the type conducted by the
Borrowers and their Subsidiaries on the date hereof and businesses reasonably related, incidental or complimentary thereto. 
 (c) No Loan
Party will, nor will it permit any Subsidiary to change its fiscal year or any fiscal quarter from the basis in effect on the Effective Date, except to conform the fiscal year or fiscal quarter of a Subsidiary to that of the Company. 

(d) No Loan Party will change the accounting basis upon which its financial statements are prepared, except to the extent required or
permitted by GAAP. 
 SECTION 6.04. Investments and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, make any
Investment or Acquisition, except: 
 (a) Permitted Investments; 

(b) Investments in existence on the date hereof and described in Schedule 6.04, and any modification, replacement,
renewal or extension thereof that does not increase the amount thereof; 
 (c) Investments or Acquisitions by the Company and
its Subsidiaries in or of Domestic Loan Parties, provided that (i) the payment of any such Investments that are loans and advances owing by any Loan Party to any Subsidiary that is not a Loan Party or owing by any Domestic Loan Party to
any Domestic Subsidiary that is not a Loan Party or any Foreign Subsidiary shall be subordinated to the payment of the Secured Obligations on terms and by written agreement satisfactory to the Administrative Agent, and (ii) in any Acquisition
involving a Domestic Loan Party, a Domestic Loan Party shall be the surviving entity, provided that if any such Acquisition involves the Company, the Company shall be the surviving entity; 

(d) Investments or Acquisitions by any Subsidiary that is not a Loan Party in or of the Company or any other Subsidiaries,
provided that (i) the payment of any Investments that are loans and advances by any Subsidiary that is not a Loan Party to a Loan Party or owing by any Domestic Loan Party to any Domestic Subsidiary that is not a Loan Party or any
Foreign Subsidiary shall be subordinated to the payment of the Secured Obligations on terms and by written agreement reasonably satisfactory to the Administrative Agent (it being agreed that the terms of the Intercompany Subordination Agreement are
satisfactory) and (ii) in any Acquisition involving a Domestic Loan Party, a Domestic Loan Party shall be the surviving entity, provided that if any such Acquisition involves the Company, the Company shall be the surviving entity; 

  
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 (e) so long as no Default exists or would be caused thereby, the Company and its
Subsidiaries may make other Investments (including in any Foreign Subsidiary or foreign joint venture) as follows: 
 (i)
without limit under this Section 6.04(e) if the pro forma Modified Net Leverage Ratio is less than 2.50:1.0 after giving effect to such Investment, 

(ii) in an aggregate amount in any fiscal year of the Company, when added to the Restricted Payments made under
Section 6.08(a)(v) in such fiscal year, not to exceed $125,000,000 in such fiscal year if the pro forma Modified Net Leverage Ratio is less than 3.00:1.0 but greater than or equal to 2.50:1.0 after giving effect to such Investment, and 

(iii) in an aggregate amount in any fiscal year of the Company, when added to the Restricted Payments made under
Section 6.08(a)(v) in such fiscal year, not to exceed $50,000,000 in such fiscal year if the pro forma Modified Net Leverage Ratio is greater than or equal to 3.00:1.0 after giving effect to such Investment (and for purposes of this
Section 6.04, the pro forma Modified Net Leverage Ratio shall be on a pro forma basis in accordance with Section 1.05 and, if reasonably requested by the Administrative Agent, supported by a certificate of the Company with such pro forma
calculation in form and detail reasonably satisfactory to the Administrative Agent, and the amount of all Investments under this Section 6.04(e) shall in each case be determined without regard to any write-downs or write-offs); 

(f) notes payable, or stock or other securities or other Investments issued by account debtors to a Loan Party or Subsidiary
pursuant to negotiated agreements with respect to settlement of such account debtor’s Accounts in the ordinary course of business, consistent with past practices; 

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

(h) Investments of any Person existing at the time such Person becomes a Subsidiary of the Company or consolidates or merges
with the Company or any of its Subsidiaries (including in connection with a Permitted Acquisition), so long as such Investments were not made in contemplation of such Person becoming a Subsidiary or of such merger; 

(i) Investments received in connection with the disposition of assets permitted by Section 6.05; 

(j) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted
Encumbrances”; 
 (k) Permitted Acquisitions and any Investment in any Subsidiaries to the extent required to make such
Permitted Acquisition, provided that, if any such Permitted Acquisition does not close and an Investment was made by any Loan Party in any Subsidiary (other than a Domestic Subsidiary that is a Guarantor) to close to such Permitted Acquisition, then
such Investment shall be promptly returned to such Loan Party; 
 (l) advances to employees, officers and directors of the
Company or any of its Subsidiaries to meet expenses incurred by such employees in the ordinary course of business; 

  
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 (m) Investments consisting of endorsements of instruments for collection or
deposit in the ordinary course of business; 
 (n) Investments (including debt obligations and Equity Interests) received in
connection with (1) the bankruptcy or reorganization of any Person and in settlement of obligations of, or disputes with, any Person arising and upon foreclosure with respect to any secured Investment or other transfer of title with respect to
any secured Investment and (2) the non-cash proceeds of any disposition permitted by Section 6.05; 
 (o) advances
of payroll payments to employees in the ordinary course of business; 
 (p) Guarantees by the Company or any of its
Subsidiaries of leases (other than capitalized leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business; 

(q) Investments to the extent the consideration paid therefor consists of Equity Interests (other than Disqualified Stock) of
the Company; 
 (r) Guarantees permitted under Section 6.01; 

(s) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements
with other Persons; 
 (t) advances to any supplier consisting of prepayments for raw materials purchased for consumption or
processing in the ordinary course of business and pursuant to arrangements designed to assure an adequate supply of such raw materials; and 

(u) Restricted Payments permitted by 6.08, fundamental changes permitted by Section 6.03 and dispositions permitted by
Section 6.05. 
 SECTION 6.05. Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or
otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to another Borrower or another Subsidiary in compliance
with Section 6.04), except: 
 (a) sales, transfers and dispositions of inventory sold in the ordinary course of
business, sales of scrap, obsolete or worn-out assets or other assets no longer used or useful to the business (including, without limitation, material or equipment and the lapse and transfer of intellectual property of the Company or any of its
Subsidiaries that is no longer useful or material to their business); 
 (b) sales, transfers and dispositions of assets to
any Borrower or any Subsidiary, provided that any such sales, transfers or dispositions by a Loan Party to a Subsidiary that is not a Loan Party shall be considered an Investment and shall be required to be made in compliance with
Section 6.04 and 6.09; 
 (c) sales, transfers and dispositions of Accounts (excluding sales or dispositions in a
factoring arrangement) in connection with the compromise, settlement or collection thereof; 

  
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 (d) sales, transfers and dispositions of cash, Permitted Investments and other
Investments permitted by clauses (i) and (j) of Section 6.04; 
 (e) Sale and Leaseback Transactions permitted
by Section 6.06; 
 (f) dispositions resulting from any casualty or other insured damage to, or any taking under power
of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary; 

(g) leases, subleases, licenses or sublicenses of real or personal property in the ordinary course of business, in each case
that do not materially interfere with the business of the Company and its Subsidiaries; 
 (h) the termination, surrender or
sublease of leases (as lessee), licenses (as licensee), subleases (as sublessee) and sublicenses (as sublicensee) in the ordinary course of business; 

(i) sales of Accounts, general intangibles, chattel paper, payment intangibles and supporting obligations (as those terms are
defined in the UCC), in each case solely to the extent sold, purportedly sold (but re-characterized as financed), transferred, assigned, contributed or otherwise conveyed to the Receivables Securitization Facility; 

(j) so long as no Event of Default is continuing, sales of Accounts owned by the Company and its Subsidiaries that are owed by
foreign account debtors; 
 (k) any sale, transfer or lease of fixed assets which are replaced by comparable fixed assets
within 180 days of such sale, transfer or lease; provided that such substitute assets, if owned by a Loan Party, constitute Collateral; 

(l) any sale, transfer, lease or other disposition of non-core assets, including Equity Interests, acquired in connection with
a Permitted Acquisition after the Effective Date to the extent the Company identified such assets to the Administrative Agent promptly after such Permitted Acquisition; 

(m) dispositions of Investments in joint ventures, to the extent required by the agreements between the joint venture parties
set forth in the applicable joint venture arrangements and similar binding arrangements; 
 (n) any surrender or waiver of
contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business; 

(o) the termination of any Swap Agreement; 

(p) sales, transfers and dispositions of assets described on Schedule 6.05; and 

(q) any other sale, lease, license, transfer, assignment or other disposition that does not constitute a sale, lease, license,
transfer, assignment or other disposition of a Substantial Portion and if immediately before and after any such transaction, no Default shall have occurred and be continuing; 

  
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 provided that all sales, transfers, leases and other dispositions permitted under this Section 6.05
(other than those permitted between Loan Parties or by any Subsidiary that is not a Loan Party to a Loan Party) shall be made for fair value. 

SECTION 6.06. Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use
for substantially the same purpose or purposes as the property sold or transferred (a “Sale and Leaseback Transaction”), except for any such sale of any fixed or capital assets by any Borrower or any Subsidiary that (a) is made for
cash consideration in an amount not less than the fair value of such fixed or capital asset, (b) in respect of which the net cash proceeds received in connection therewith does not exceed $50,000,000 in the aggregate for all such Sale and
Leaseback Transactions on or after the Effective Date, determined on a consolidated basis for the Company and its Subsidiaries, and (c) is consummated within 180 days after such Borrower or such Subsidiary acquires or completes the
construction of such fixed or capital asset. 
 SECTION 6.07. Swap Agreements. No Loan Party will, nor will it permit any Subsidiary
to, enter into any Swap Agreement, except Swap Agreements entered into for bona fide hedging purposes and not for speculation. 
 SECTION
6.08. Restricted Payments; Certain Payments of Indebtedness. 
 (a) No Loan Party will, nor will it permit any Subsidiary to, declare
or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: 

(i) the Company may declare and pay Restricted Payments with respect to its Equity Interests or repurchase any of its Equity
Interests, in each case payable solely in shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, 

(ii) Subsidiaries may declare and pay Restricted Payments ratably with respect to their Equity Interests, 

(iii) so long as no Default exists or would be caused thereby, the Company may make Restricted Payments, not exceeding
$7,500,000 during any fiscal year of the Company (or, in the case of fiscal year ending December 31, 2015, not exceeding $4,375,000 from the Effective Date through December 31, 2015) plus any required Restricted Payments to directors of
the Company, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of the Borrowers and their Subsidiaries; 

(iv) so long as no Default exists or would be caused thereby, the Company may make scheduled quarterly dividends in an
aggregate amount not to exceed $10,000,000 during any fiscal quarter of the Company, provided, that nothing in this Section 6.08(a)(iv) shall operate to prevent the making of a previously declared Restricted Payment by the Company so
long as (i) at the declaration date or execution date, such Restricted Payment was permitted by the foregoing and (ii) such Restricted Payment is consummated within the earlier of 60 days and any date under applicable Law on which such
dividend or repurchase must be consummated; 

  
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 (v) so long as no Default exists or would be caused thereby, the Company and its
Subsidiaries may make other Restricted Payments as follows: 
 (x) without limit if the pro forma Modified Net Leverage Ratio
is less than 2.50:1.0 after giving effect to such Restricted Payment, 
 (y) in an aggregate amount in any fiscal year of the
Company, when added to the Investments made under Section 6.04(e) in such fiscal year, not to exceed $125,000,000 in such fiscal year if the pro forma Modified Net Leverage Ratio is less than 3.00:1.0 but greater than or equal to 2.50:1.0 after
giving effect to such Restricted Payment, and 
 (z) in an aggregate amount in any fiscal year of the Company, when added to
the Investments made under Section 6.04(e) in such fiscal year, not to exceed $50,000,000 in such fiscal year if the pro forma Modified Net Leverage Ratio is greater than or equal to 3.00:1.0 after giving effect to Restricted Payment (and the
pro forma Modified Net Leverage Ratio determined under this Section 6.04(e) shall be on a pro forma basis in accordance with Section 1.05 and, if requested by the Administrative Agent, supported by a certificate of the Company with such
pro forma calculation in form and detail reasonably satisfactory to the Administrative Agent); 
 (vi) noncash repurchases of
Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; and 

(vii) Restricted Payments which are not material in the aggregate, the proceeds of which are used by the Company to make cash
payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company. 

(b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness or series of related Indebtedness in an aggregate principal amount in excess of $50,000,000 (other than the Secured
Obligations), any Subordinated Indebtedness and the Existing Senior Unsecured Notes (collectively, the “Specified Indebtedness”), or any payment or other distribution (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, defeasance, retirement, acquisition, cancellation or termination of any Specified Indebtedness, in each case, of the Company and its Subsidiaries except: 

(i) payment of Secured Obligations; 

(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted
under Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; 

(iii) refinancings of Indebtedness to the extent permitted by Section 6.01; 

(iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets
securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and 

  
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 (v) other prepayments of Indebtedness (other than Subordinated Indebtedness to
the extent prohibited by the subordination provisions thereof), provided that immediately before and after giving effect to such prepayment on a pro forma basis, (x) the Net Leverage Ratio is at least 0.25 less than the level then required
under Section 6.12(a), and (y) no Default will exist or be caused thereby. 
 SECTION 6.09. Transactions with Affiliates.
No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of
its Affiliates, except (a) transactions that are at prices and on terms and conditions, when taken as a whole, not materially less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from
unrelated third parties, (b) transactions between or among the Loan Parties (or any entity that becomes a Loan Party as a result of such transactions) not involving any other Affiliate, (c) any Investment involving only the Company and its
Subsidiaries if permitted by Section 6.04, (d) any Indebtedness solely among the Company and its Subsidiaries permitted under Section 6.01, (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to
employees permitted under Section 6.04(l) and (o), (g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees of such Borrower or any Subsidiary, and compensation and employee benefit
arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrowers or their Subsidiaries in the ordinary course of business, (h) transactions with joint ventures for the Purchase or sale of
goods, equipment and services entered into in the ordinary course of business, (i) transaction among Subsidiaries that are not Loan Parties, (j) transactions permitted by Section 6.03, and (k) any issuances of securities or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by a Borrower’s board of directors. 

SECTION 6.10. Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly enter into,
incur or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or repay loans or advances to any
Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall
not apply to customary restrictions and conditions contained in agreements relating to (x) a sale or other disposition permitted hereunder or (y) a Permitted Acquisition, (iv) binding on a Subsidiary at the time such Subsidiary first
becomes a Subsidiary, so long as such agreements or other arrangements were not entered into in contemplation of such Person becoming a Subsidiary, (v) customary provisions in joint venture agreements and other similar agreements applicable to
joint ventures, (vi) imposed by any agreement related to Indebtedness permitted by Section 6.01, to the extent such restrictions, in the Company’s reasonable judgment, are not more restrictive, taken as a whole, than the restrictions
contained in this Agreement, (vii) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (viii) are customary provisions restricting assignment or transfer of any agreement entered into
in the ordinary course of business; (ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business or (x) any encumbrances or restrictions imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ix) above; provided that such amendments,
modifications, 

  
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restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such Restricted
Payment and other payment restrictions than those contained in the Restricted Payment or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing and
(y) clause (a) of the foregoing shall not apply to (i) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness and (ii) customary provisions in leases restricting the assignment thereof. 
 SECTION 6.11.
Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness to the extent prohibited by the terms
of the subordination agreement or subordination provisions applicable thereto, (b) its Organization Documents to the extent any such amendment, modification or waiver would be adverse to the Lenders in any material manner, and (c) the
Receivables Securitization Facility in any manner that is not on reasonable market terms for an comparable asset securitization or, except as set forth in the Intercreditor Agreement, which would impair the Lien of the Administrative Agent or
Lenders in the Collateral. 
 SECTION 6.12. Financial Covenants. 

(a) Net Leverage Ratio. The Company will not permit the Net Leverage Ratio, on the last day of any fiscal quarter, to be greater than
3.25:1.00; provided that, for the twelve month period starting as of the date of any Material Permitted Acquisition, the Net Leverage Ratio shall not exceed 3.50:1.00 as of the last day of any fiscal quarter ending during such twelve month period

 (b) Interest Coverage Ratio. The Company will not permit the Interest Coverage Ratio, on the last day of any fiscal quarter, to be
less than 3.00:1.00. 
 ARTICLE VII 

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

(b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to
in clause (a) of this Article) payable under this Agreement or 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 (3) Business Days; 

(c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection
with, this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with
this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been materially incorrect when made or deemed made; 

  
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 (d) any Loan Party shall fail to observe or perform any covenant, condition or
agreement contained in Section 5.02(a), 5.03 (with respect to a Loan Party’s existence) or 5.08 or in Article VI; 

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any
other Loan Document (other than those specified in clause (a), (b) or (d)), and such failure shall continue unremedied for a period of (i) 10 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof
from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other than Section 5.02(a)), 5.06 or 5.10 of this Agreement or (ii) 30 days,
in each case after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other
Section of this Agreement or of any other Loan Document; 
 (f) Any Loan Party or any Subsidiary fails to make any payment
when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than the Obligations) having an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount; 

(g) Any Loan Party or any Subsidiary fails to observe or perform any other agreement or condition relating to any Indebtedness
or Guarantee having an aggregate principal amount of more than the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to
cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or there occurs under any Swap Agreement an Early Termination Date (as defined in such Swap Agreement) resulting from (A) any event of default
under such Swap Agreement as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Agreement) or (B) any Termination Event (as defined in such Swap Agreement) under such Swap Agreement as to which a
Loan Party or any Subsidiary thereof is an Affected Party (as defined in such Swap Agreement) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount;
provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; 

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction
seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or Material Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Material Subsidiary or for a substantial


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

(k) There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the
payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does
not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, there is a period of forty-five
(45) consecutive days during which the same shall not have been paid, discharged, vacated or stayed, by reason of a pending appeal or otherwise; 

(l) an ERISA Event or circumstance in respect of any Foreign Pension Plan shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events and circumstance in respect of any Foreign Pension Plan that have occurred, could reasonably be expected to result in a Material Adverse Effect, provided that the filing of any Liens
by the PBGC shall be deemed to result in a Material Adverse Effect; 
 (m) a Change of Control shall occur; 

(n) (i) except as permitted by the terms hereof or any applicable Loan Document, any Guaranty shall fail to remain in full
force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give
notice to such effect, including, but not limited to notice of termination delivered pursuant to any Guaranty or (ii) any Guarantor sends a notice under any applicable Guaranty that it is terminating any of its obligations under such Guaranty;

 (o) except as permitted by the terms hereof or in the applicable Collateral Document, (i) any Collateral Document
shall for any reason (other than as a result of a transaction permitted hereunder) fail to create a valid security interest in any material portion of the Collateral purported to be covered thereby, or (ii) any Lien on any material portion of
Collateral securing any Secured Obligation shall cease to be a perfected, first priority Lien (subject to Permitted Encumbrances), except to the extent that any such loss of perfection or priority results from the actions, errors or other acts of
the Administrative Agent or any Secured Party; 

  
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 (p) except as permitted by the terms of the applicable Loan Document, any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any
action or inaction that evidences its assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or 

(q) Liquidity shall at any time during the 90 day period prior to the maturity date of any Existing Senior Unsecured Notes be
less than the amount of the payment due on the Existing Senior Unsecured Notes at such maturity date. 
 then, and in every such event (other
than an event with respect to the Borrowers described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent shall, at the request of the Required Lenders, by notice
to the Borrower Representative, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be
due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder, shall become due and payable immediately, in each case
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in the case of any event with respect to the Borrowers described in clause (h) or (i) of this Article, the Commitments
shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder, shall automatically become due and payable, in each case without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall, at the request of the Required Lenders,
increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies
provided under the UCC. 
 ARTICLE VIII 

The Administrative Agent 

SECTION 8.01. Appointment. Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing
Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the U.S., each of the Lenders and
the Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s or Issuing Bank’s behalf. The provisions of this
Article are solely for the benefit of the Administrative Agent and the Lenders (including the Swingline Lender and the Issuing Bank), and the Loan Parties shall not have rights as a third party beneficiary of any of such provisions, other than the
rights of the Company in connection with a successor 

  
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Administrative Agent under Section 8.06. It is understood and agreed that the use of the term “agent” as used herein or in any other Loan Documents (or any similar term) with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties. 
 SECTION 8.02. Rights as a Lender.
The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of business with any Loan Party or any Subsidiary or any Affiliate thereof as if it were not the Administrative Agent hereunder. 

SECTION 8.03. Duties and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set
forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in
the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank
serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent
jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

SECTION 8.04. Reliance. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

  
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 SECTION 8.05. Actions through Sub-Agents. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. 

SECTION 8.06. Resignation. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph,
the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right to appoint a successor (which successor shall be
consented to by the Borrower, such consent not to be unreasonably withheld or delayed; provided, however, if an Event of Default shall exist at such time, no consent of the Borrower shall be required hereunder). If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and
the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank (which successor shall be consented to by the Borrower, such consent not to be unreasonably
withheld or delayed; provided, however, if an Event of Default shall exist at such time, no consent of the Borrower shall be required hereunder). Upon the acceptance of its appointment as Administrative Agent hereunder by its successor, such
successor shall 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 hereunder and under the
other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, unless otherwise agreed by the Borrowers and such successor. Notwithstanding the foregoing, in the
event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the
Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent,
shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative
Agent shall have no duly or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any
Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each
Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement
and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above. 

  
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 SECTION 8.07. Non-Reliance. 

(a) Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not
investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each
Lender shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the U.S. securities laws
concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or
any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. 

(b) Each Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent;
(ii) the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating
to a Report and (B) shall not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific
information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent undertakes no obligation to update,
correct or supplement the Reports; (iv) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and
(v) without limiting the generality of any other indemnification provision contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless from any action the indemnifying Lender
may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s participation in, or the
indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions,
proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or part of
any Report through the indemnifying Lender. 
 SECTION 8.08. Other Agency Titles. None of the Lenders or their Affiliates identified
in this Agreement as a Joint Lead Arranger/Bookrunner, Lead Left Bookrunner, Syndication Agent, or Documentation Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders and their
Affiliates in their capacities as a Joint Lead Arranger/Bookrunner, Lead Left Bookrunner, Syndication Agent, or Documentation Agent, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph. 

  
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 SECTION 8.09. Not Partners or Co-Venturers; Administrative Agent as Representative of the
Secured Parties. (a) The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other
Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms
of this Agreement. 
 (b) In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the
meaning of the term “secured party” as defined in the UCC. Each Lender authorizes the Administrative Agent to enter into the Intercreditor Agreement and each of the Collateral Documents to which it is a party and to take all action
contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed
that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral
security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a
Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. 
 ARTICLE IX 

Miscellaneous 
 SECTION
9.01. Notices. 
 (a) Except in the case of notices and other communications expressly permitted to be given by telephone or
Electronic Systems (and subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by fax, as follows: 
 (i) if to any Loan Party, to it in care of the Borrower Representative at: 

701 Lima Avenue 
 Findlay, Ohio
45840 
 c/o Cooper Tire & Rubber Company 

Attention: Vice President and Chief Financial Officer 

Facsimile: (419) 429-6785 

Email: gmjones@coopertire.com 

(ii) if to the Administrative Agent or the Swingline Lender, 

(A) in the case of Borrowings to the Company denominated in Dollars, to JPMorgan Chase Bank, N.A. at: 

JPMorgan Chase Bank, N.A. 
 10
South Dearborn, Floor L2 
 Suite IL1-0480 

Chicago, IL, 60603-2300 

Attention: Dustin Thompson 
 Fax
No: 844-490-5663 
 Email: jpm.agency.cri@jpmorgan.com 

  
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 (B) in the case of Borrowings denominated in Foreign Currencies or to any Foreign Subsidiary
Borrower, to JPMorgan Chase Bank, N.A. at the address below, and with a copy to the address in clause (A) above: 
 J.P. Morgan Europe
Limited 
 Loans Agency 6th Floor 

25 Bank Street, Canary Wharf 

London E14 5JP 
 United Kingdom

 Attention: Loans Agency 

Facsimile: +44 20 7777 2360 

(iii) if to JPMorgan Chase Bank, N.A. as an Issuing Bank, to JPMorgan Chase Bank, N.A. at: 

JPMorgan Chase Bank, N.A. 
 131
South Dearborn Street 
 Mail Code IL1-0236, Floor 05 

Chicago, IL 60603-5506 

Attention: Katherine Moses 
 Fax
No: 312-233-2266 
 Email: katherine.m.moses@jpmchase.com. 

(iv) if to any other Lender, including any Lender in its capacity as an Issuing Bank, to it at its address or fax number set

       forth in its Administrative Questionnaire. 

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail shall be deemed to
have been given when received, (ii) sent by fax shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, such notice or communication shall be deemed to have been given at
the opening of business on the next Business Day of the recipient, or (iii) delivered through Electronic Systems to the extent provided in paragraph (b) below shall be effective as provided in such paragraph. 

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by Electronic Systems pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II or to compliance and no Default certificates delivered pursuant to Section 5.01 unless otherwise agreed by the Administrative
Agent and the applicable Lender. Each of the Administrative Agent and the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems pursuant
to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to an
e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement),
provided that if not given during the normal business hours of the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet


  
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or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such
notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day of the recipient. 

(c) Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to
the other parties hereto. 
 (d) Electronic Systems. 

(i) Each Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to
the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. 

(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as
defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability,
fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower or the other Loan Parties, any Lender, the Issuing Bank or any other Person or entity for damages of any kind arising out of
any Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System, except to the extent of direct or actual damages (but not any special, indirect, consequential or punitive
damages) as are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Agent Party. “Communications” means,
collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative
Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System. 

SECTION 9.02. Waivers; Amendments. 

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

  
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 (b) Except as provided in Section 2.04 with respect to an Incremental Term Loan Amendment or
Section 2.25 with respect to an extension of the maturity date, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to
an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan
Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender (including any such
Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of
each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (except that (x) any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this
Agreement) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (B) and (y) only the consent of the Required Lenders shall be required to waive any obligation of the Borrower to pay interest at the
rate prescribed in Section 2.13(c)), (C) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (D) change
Section 2.18(b) or (d) in a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting Lender), (E) change any of the provisions of this Section or the
definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or
grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected thereby, (F) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender),
(G) release any material Guarantor from its obligations under the Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender (other than any Defaulting Lender), or (H) except
as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral without the written consent of each Lender (other than any Defaulting Lender); provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Swingline Lender or any Issuing Bank hereunder without the prior written consent of the Administrative Agent, the Swingline Lender or such
Issuing Bank, as the case may be (it being understood that any amendment to Section 2.20 shall require the consent of the Administrative Agent, the Swingline Lender and the Issuing Banks). The Administrative Agent may also amend the
Commitment Schedule to reflect assignments entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this
Agreement of the Lenders of one or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite number or percentage in interest of each affected
Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. 

(c) The Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to
release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all of the Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated
Obligations), and the cash collateralization (or receipt of a backstop letter of credit) of all Unliquidated Obligations in a manner reasonably satisfactory to the Administrative Agent, (ii) constituting property being sold or disposed of if
the Company certifies to the Administrative Agent that the sale or disposition is made in compliance with 

  
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the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of
constitutes 100% of the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release such Subsidiary from its obligations hereunder and the other Loan Documents, including any Guaranty provided by such Subsidiary,
(iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such Collateral in
connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII or (v) in the event that such Collateral (A) constitutes property of a Subsidiary in the event such Subsidiary ceases to be a Loan
Party, (B) constitutes Excluded Collateral or (C) constitute the Equity Interest of a Subsidiary that is not a Loan Party or a Material Subsidiary. Except as provided in the preceding sentence, the Administrative Agent will not release any
Liens on Collateral without the prior written authorization of the Required Lenders or, if required under Section 9.02(b), all of the Lenders (and it is acknowledged and agreed that the Administrative Agent may release any Collateral with such
written authorization); provided that the Administrative Agent may, in its discretion, release its Liens on Collateral valued in the aggregate not in excess of $10,000,000 during any calendar year without the prior written authorization of
the Required Lenders (it being agreed that the Administrative Agent may rely conclusively on one or more certificates of the Borrower Representative as to the value of any Collateral to be so released, without further inquiry). Any such release
shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the
proceeds of any sale, all of which shall continue to constitute part of the Collateral. In connection with any release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Secured Party to) execute
and deliver to any Loan Party, at such Loan Party’s expense and without recourse or warranty to or by the Administrative Agent or any other Secured Party, all documents that such Loan Party shall reasonably request to evidence such release. Any
execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. 

(d) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a
“Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is
reasonably satisfactory to the Borrowers, the Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and
to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the
Borrowers, subject to Article XI, shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder
to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day
of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. 

(e) Notwithstanding anything to the contrary herein, this Agreement may be amended (or amended and restated) with the written consent of the
Required Lenders, the Administrative Agent, and the Borrowers (i) to add one or more additional credit facilities (in addition to Incremental Term Loans as provided in Section 2.04) to this Agreement and to permit the extensions of credit
from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits 

  
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of this Agreement and the other Loan Documents with the Incremental Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately
the Lenders holding such credit facilities in any determination of the Required Lenders (it being understood and agreed that any such amendment (i) in connection with new or increases to the Commitments and/or Incremental Term Loans in
accordance with Section 2.04 or (ii) in connection with any extension in accordance with Section 2.25 shall, in any such case, require solely only the consent of the parties prescribed by such Sections and shall not require the
consent of the Required Lenders). 
 (f) Notwithstanding anything to the contrary herein, the Administrative Agent may, with the consent of
the Borrower Representative only, amend, modify or supplement this Agreement or any of the other Loan Documents to (i) integrate any Incremental Term Loans or New Revolving Commitments in accordance with the terms of this Agreement and
(ii) to cure any ambiguity, omission, mistake, defect or inconsistency. 
 SECTION 9.03. Expenses; Indemnity; Damage Waiver.

 (a) The Borrowers (subject to Article XI) shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one primary counsel, and one local counsel in each applicable
jurisdiction, for the Administrative Agent) in connection with the syndication and distribution (including, without limitation, via the internet or through an Electronic System) of the credit facilities provided for herein, the preparation and
administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one primary
counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, and not more than one outside counsel, and one local counsel in each applicable jurisdiction, for all of the other Lenders and, solely in the case of an
actual or reasonably perceived conflict of interest, one additional counsel for each affected Lender) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights
under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. While
an Event of Default exists or if the Borrower Representative agrees in writing, subject to Article XI, all of the foregoing fees, costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described
in Section 2.18(c). 
 (b) The Borrowers (subject to Article XI) shall indemnify the Administrative Agent, each Issuing Bank, each
Lender, each Lender and its Affiliate identified as a Syndication Agent, Joint Lead Arranger/Bookrunner, Lead Left Bookrunner or Documentation Agent, and each Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses (which shall be limited, in the case of legal fees and expenses, to the reasonable and
documented fees, disbursements and other charges of one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent, and not more than one outside counsel, and one local counsel in each applicable
jurisdiction, for all of the other Lenders and, solely in the case of an actual or 

  
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reasonably perceived conflict of interest, one additional counsel for each affected Lender) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by a Loan Party or a Subsidiary giving rise to
any Environmental Liability, or any other Environmental Liability related in any way to a Loan Party or a Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether
based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (x) the gross negligence, bad faith or
willful misconduct of such Indemnitee (or any of its Controlled Related Parties (as defined below)), (y) the material breach by such Indemnitee of its express obligations under this Agreement pursuant to a claim initiated by the Borrower or
(z) any disputes solely among Indemnitees and not arising out of any act or omission of the Borrower or any of its Affiliates (other than (A) any proceeding against any Indemnitee solely in its capacity or in fulfilling its role as
Administrative Agent, Issuing Bank, Swingline Lender, Syndication Agent, Documentation Agent, lead arranger, bookrunner or any other similar role with respect to the credit facility evidenced by this Agreement or (B) arising as a result of an
act or omission by the Borrower or any of its Affiliates). As used above, a “Controlled Related Party” of an Indemnitee means (1) any Controlling Person or Controlled Affiliate of such Indemnitee, (2) the respective directors,
officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the respective agents or representatives of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of
this clause (3), acting on behalf of or at the instructions of such Indemnitee, Controlling Person or such Controlled Affiliate; provided that each reference to a Controlled Affiliate in this sentence pertains to a Controlled Affiliate involved in
the structuring, arrangement, negotiation or syndication of the credit facility evidenced by this Agreement. Each of the Administrative Agent and the Lenders hereby agrees, on behalf of itself and its Controlled Related Party, that any settlement
entered into by the Administrative Agent or such Lender, respectively, and its Controlled Related Party in connection with a claim or proceeding for which an indemnity claim is made against the Borrower pursuant to the preceding sentence shall be so
entered into in good faith and not on an arbitrary or capricious basis. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim. 

(c) To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent
thereof), the Swingline Lender or the Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Swingline Lender or the
Issuing Bank (or any Related Party of any of the foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it
being understood that the Borrowers’ failure to pay any such amount shall not relieve the Borrowers of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Swingline Lender or any Issuing Bank in its capacity as such. 

(d) To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any
Indemnitee, (i) for any damages arising from the use by 

  
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others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated
hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall relieve any Loan Party of any obligation it may have to indemnify an Indemnitee
against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. 
 (e) All amounts due under
this Section shall be payable promptly after written demand therefor. 
 SECTION 9.04. Successors and Assigns. 

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of each Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement. 
 (b)(i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, participations in Letters of Credit and the
Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: 

(A) the Borrower Representative, provided that the Borrower Representative shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof, and provided further that no consent of the Borrower Representative shall
be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee (but, in each case, the assignor or assignee shall send notice of such assignment to
the Borrower Representative);
 (B) the Administrative Agent, provided that no consent of the Administrative
Agent shall be required for an assignment of (x) any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment and (y) all or any portion of an Incremental Term
Loan to a Lender, an Affiliate of a Lender or an Approved Fund; 
 (C) the Issuing Banks, provided that no
consent of the Issuing Banks shall be required for an assignment of all or any portion of an Incremental Term Loan, if any; and 

  
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 (D) the Swingline Lender, provided that no consent of the Swingline Lender shall
be required for an assignment of all or any portion of an Incremental Term Loan, if any. 
 (ii) Assignments shall be subject to the
following additional conditions: 
 (A) except in the case of an assignment to a Lender, an Affiliate of a Lender, or an
Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of an Incremental Term Loan, $5,000,000 unless each of the Borrower Representative and the
Administrative Agent otherwise consent, provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing; 

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or
Loans; 
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and
Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants,
together with a processing and recordation fee of $3,500; and 
 (D) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other
Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state
securities laws. 
 (E) unless a Specified Default exists, the assignee may not be a Competitor. 

For the purposes of this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have
the following meanings: 
 “Approved Fund” means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender. 
 “Ineligible Institution” means a (a) natural person, (b) a
Defaulting Lender, (c) company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, such company, investment vehicle or trust shall not constitute an
Ineligible Institution if it (i) has been established for the primary purpose of acquiring any Loans or Commitments, (ii) is managed by a professional advisor, who is not such natural person or a relative thereof, having significant
experience in the business of making or purchasing commercial loans, and (iii) has assets greater than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions of credit in the
ordinary course of its business or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party. 

  
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 (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of
a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 (subject to the
requirements and limitations set forth herein, including Section 2.17(f) and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. 

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its United States
offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amounts of (and stated interest on) the Loans and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Bank and the
Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by
the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (v) Upon its
receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to
which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section, the tax forms required by Section 2.17(f) and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment
and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d)
or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together
with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 

(c) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Swingline Lender or the Issuing Banks, sell
participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution and, unless a Specified Default exists, other than a Competitor, in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. Any agreement or 

  
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instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso
to Section 9.02(b) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements
under Sections 2.17(f) and (g) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender, except that the information and documentation required under
Section 2.17(f)(ii)(D) will be delivered to the Borrower Representative and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section;
provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater
payment under Sections 2.15 or 2.17 with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs
after the Participant acquired the applicable participation. 
 Each Lender that sells a participation agrees, at the Borrowers’ request and expense,
to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the
Borrowers, 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 Loans or other obligations under this Agreement or any other Loan
Document (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, Letters of Credit or its other obligations under this Agreement or any other Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such
Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender
shall treat each Person whose name is recorded in the 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. 
 (d) Any Lender may at any
time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this
Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto. 
 (e) The Borrowers acknowledge and agree that the Competitor List may be provided to the
Lenders by the Administrative Agent, and the Administrative Agent shall promptly provide the Competitor List to each Lender upon the request of such Lender. Notwithstanding anything herein to the contrary, (i) the Administrative Agent shall not
have any responsibility or liability for determining whether any assignee or Participant is a Competitor or otherwise monitoring the Competitor List or enforcing provisions relating to Competitors, and (ii) each Lender that is an assignor under
an Assignment and Assumption or selling a Participation shall be solely responsible for determining that the assignee under such Assignment and Assumption or applicable Participant satisfies the requirements relating to Ineligible Institutions and
Competitors. 

  
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 SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by
the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank 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 any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of
the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. 

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter
agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

(b) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that
reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and
words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act. 
 SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

  
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 SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender
shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off or application, provided that any
failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights
of setoff) which such Lender may have. 
 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. 

(a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks. 

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

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

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

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR 

  
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OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or 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, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, in each case, other than a Competitor unless a Specified Default exists, or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their
obligations, (g) with the consent of the Borrower Representative or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the
Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other than the Borrowers. For the purposes of this Section, “Information” means all information received from the Borrowers relating to
the Borrowers or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrowers and other than information pertaining to
this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the Borrowers 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 shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN THIS SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE BORROWERS, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL
HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 

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

SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Borrower
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Borrower, which information includes the name and address of such Borrower and other information that will allow
such Lender to identify such Borrower in accordance with the USA PATRIOT Act. 
 SECTION 9.15. Disclosure. Each Borrower, each Lender
and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with, any of the Loan Parties and their respective
Affiliates. 
 SECTION 9.16. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose
of perfecting Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other
than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the
Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions. 
 SECTION
9.17. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under
applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and 

  
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Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender. 
 SECTION 9.18. Marketing Consent.
The Borrowers hereby authorize JPMCB and its affiliates (including without limitation JPMorgan Securities LLC) (collectively, the “JPMCB Parties”), at their respective sole expense, but without any prior approval by the Borrowers,
to publish such tombstones and give such other publicity to this Agreement as each may from time to time determine in its sole discretion. The foregoing authorization shall remain in effect unless the Borrower Representative notifies JPMCB in
writing that such authorization is revoked. 
 ARTICLE X 

The Borrower Representative. 

SECTION 10.01. Appointment; Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual
representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of
such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article X. Additionally,
the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate
Borrower(s). The Administrative Agent and the Lenders, and their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower
Representative or the Borrowers pursuant to this Section 10.01. 
 SECTION 10.02. Powers. The Borrower Representative shall have and
may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no
implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative. 

SECTION 10.03. Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder
and under any other Loan Document by or through Authorized Officers. 
 SECTION 10.04. Notices. Each Borrower shall immediately
notify the Borrower Representative of the occurrence of any Default or Event of Default hereunder, refer to this Agreement, describe such Default or Event of Default, and state that such notice is a “notice of default”. In the event that
the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to
each Borrower on the date received by the Borrower Representative. 
 SECTION 10.05. Successor Borrower Representative. Upon the
prior written consent of the Administrative Agent, the Borrower 

  
 115 








 
Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of
such resignation to the Lenders. 
 SECTION 10.06. Execution of Loan Documents. The Borrowers hereby empower and authorize the
Borrower Representative, on behalf of the Borrowers, to (a) execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or
appropriate to effect the purposes of the Loan Documents, including, without limitation, the Compliance Certificates, Borrowing Requests and Interest Election Request, and (b) execute and deliver any amendments, consents, waivers or other
instruments related to this Agreement and the other Loan Documents on behalf of such Borrower and any such amendment, consent, waiver or other instrument shall be binding upon and enforceable against such other Borrower to the same extent as if made
directly by such Borrower (but Agent shall be entitled to require execution thereof by all Borrowers). Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the
other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers. 

ARTICLE XI 
 Bifurcation.

 For the avoidance of doubt, each of the Loan Parties and each of the Credit Parties acknowledges and agrees that, notwithstanding
anything to the contrary in this Agreement or any of the other Loan Documents, and notwithstanding that the Company and the other Domestic Loan Parties each are jointly and severally liable with certain Foreign Loan Parties for the Obligations of
certain Foreign Loan Parties, the Obligations of the Foreign Loan Parties under this Agreement or any of the other Loan Documents shall be separate and distinct from the Obligations of any Domestic Loan Party, including, without limitation, the
Company, and shall be expressly limited to the Obligations of the Foreign Loan Parties. In furtherance of the foregoing, each of the Loan Parties and the Credit Parties acknowledges and agrees that (a) the liability of any Foreign Loan Party
for the payment and performance of its covenants, representations and warranties set forth in this Agreement and the other Loan Documents shall be several from but not joint with the Obligations of the Company and any other Domestic Loan Party,
(b) the Foreign Loan Parties shall not guarantee any Obligations of the Company or any other Domestic Loan Party, and (c) the Collateral of the Foreign Loan Parties shall not secure or be applied in satisfaction, by way of payment,
prepayment, or otherwise, of all or any portion of the Obligations of the Company or any other Domestic Loan Party. 
 [Signature Page
Follows] 

  
 116 








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

			
	COOPER TIRE & RUBBER COMPANY
		
	By:		 /s/ Ginger M. Jones

	Name:		Ginger M. Jones
	Title:		Vice President and Chief Financial Officer



  
 117 








 
			
	JPMORGAN CHASE BANK, N.A., individually, and as Administrative Agent, Swingline Lender and an Issuing Bank
		
	By:		 /s/ Richard Barritt

	Name:		Richard Barritt
	Title:		Vice President



  
 118 








 
			
	BANK OF AMERICA, N.A., individually, and as a Syndication Agent and an Issuing Bank
		
	By:		 /s/ Sara Just

	Name:		Sara Just
	Title:		Vice President



  
 119 








 
			
	PNC BANK, NATIONAL ASSOCIATION, individually, and as a Syndication Agent and an Issuing Bank
		
	By:		 /s/ Joseph G. Moran

	Name:		Joseph G. Moran
	Title:		Senior Vice President



  
 120 








 
			
	HSBC BANK USA, N.A.,
	individually and as a Documentation Agent
		
	By:		 /s/ Gregory R. Duval

	Name:		Gregory R. Duval
	Title:		Senior Vice President



  
 121 








 
			
	WELLS FARGO BANK, N.A.,
	individually and as a Documentation Agent
		
	By:		 /s/ Rufus S. Dowe, III

	Name:		Rufus S. Dowe, III
	Title:		Vice President



  
 122 








 
			
	FIFTH THIRD BANK,
	individually and as a Documentation Agent
		
	By:		 /s/ Christopher C Motley

	Name:		Christopher C Motley
	Title:		Senior Vice President



  
 123 








 
			
	BMO HARRIS BANK, N.A.
		
	By:		 /s/ Betsy Phillips

	Name:		Betsy Phillips
	Title:		Vice President



  
 124 








 
			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:		 /s/ Thomas Danielson

	Name:		Thomas Danielson
	Title:		Authorized Signatory



  
 125 








 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:		 /s/ Jeffrey S. Johnson

	Name:		Jeffrey S. Johnson
	Title:		Vice President



  
 126 








 COMMITMENT SCHEDULE 
  

							
	 Lender
	  	 Title
	  	Revolving Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	Administrative Agent	  	$	67,500,000.00	  
	 Bank of America, N.A.
	  	Syndication Agent	  	$	67,500,000.00	  
	 PNC Bank, National Association
	  	Syndication Agent	  	$	67,500,000.00	  
	 HSBC Bank USA, N.A.
	  	Documentation Agent	  	$	52,500,000.00	  
	 Wells Fargo Bank, N.A.
	  	Documentation Agent	  	$	52,500,000.00	  
	 Fifth Third Bank
	  	Documentation Agent	  	$	32,500,000.00	  
	 BMO Harris Bank, N.A.
	  		  	$	20,000,000.00	  
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  		  	$	20,000,000.00	  
	 U.S. Bank National Association
	  		  	$	20,000,000.00	  
		  		  	  
	  
	 
	 Total
				$	400,000,000.00	  
		  		  	  
	  
	 

 Commitment Schedule 







 Schedule 1.01-A 

Pre-Approved Foreign Subsidiary Borrowers 
  

			
	 Foreign Subsidiary
	  	Jurisdiction of Organization
	 Cooper Tyre & Rubber Company UK Limited
	  	England
	 Cooper Tire & Rubber Holding B.V.
	  	The Netherlands








 Schedule 1.01-B 

Existing Letters of Credit 

Dollar Denominated Letters of Credit 
  

													
	 Issuer
	  	Letter of Credit
Number	 	  	Face Amount as of the
Effective Date	 	  	Expiration Date as of
the Effective Date	 
	 Bank of America, N.A.
	  	 	68050587	  	  	$	576,711	  	  	 	06/03/2015	  
	 Bank of America, N.A.
	  	 	68051625	  	  	$	750,000	  	  	 	07/15/2015	  

 Euro Denominated Letters of Credit 

 

													
	 Issuer
	  	Letter of Credit
Number	 	  	Face Amount as of the
Effective Date	 	  	Expiration Date as of
the Effective Date	 
	 Bank of America, N.A.
	  	 	68064458	  	  	€	8,000,000	  	  	 	10/12/2015	  








 Schedule 1.01-C 

Permitted Investments 
  

	 	1.	Money Market Accounts 

  

	 	2.	Institutional Money Market Funds 

  

	 	3.	Time Deposits/Certificate of Deposits – US and Foreign Banks 

  

	 	4.	Repurchase Obligations 

  

	 	5.	Bank Mendes Gans Money Market Deposits 

  

	 	6.	Foreign Money Market Deposits 








 Schedule 3.05 

Properties etc. 
  

	 	i.	Patents. 

  

																					
	 Patent Title
	  	Patent
Number	 	  	Application
Number	 	  	Filing Date	 	  	Registration
Date	 	  	Status	  	 Owner

	 TIRE TREAD
	  	 	5,932,153	  	  	 	08/805,425	  	  	 	2/25/1997	  	  	 	8/3/1999	  	  	Granted	  	Cooper Tire & Rubber Company
	 SERRATED GROOVE SIDES IN A TIRE
	  	 	6,986,372	  	  	 	10/316,550	  	  	 	12/11/2002	  	  	 	1/17/2006	  	  	Granted	  	Cooper Tire & Rubber Company
	 CURING ENVELOPE FOR AND METHOD OF RETREADING TIRES
	  	 	7,114,935	  	  	 	10/337,965	  	  	 	1/7/2003	  	  	 	10/3/2006	  	  	Granted	  	Cooper Tire & Rubber Company
	 ANNULAR VENTING OF TIRE TREAD MOLDS
	  	 	8,021,136	  	  	 	10/537,326	  	  	 	12/08/2003	  	  	 	09/20/2011	  	  	Granted	  	Cooper Tire & Rubber Company
	 INTEGRATED TRANSDUCER DATA SYSTEM
	  	 	7,386,412	  	  	 	11/284,739	  	  	 	11/21/2005	  	  	 	06/10/2008	  	  	Granted	  	Cooper Tire & Rubber Company
	 PROCESSES FOR MAKING SILANE, HYDROPHOBATED SILICA, SILICA MASTERBATCH AND RUBBER PRODUCTS
	  	 	8,357,733	  	  	 	12/460,765	  	  	 	07/23/2009	  	  	 	01/22/2013	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D649,382	  	  	 	29/316,879	  	  	 	10/30/2009	  	  	 	11/29/2011	  	  	Granted	  	Cooper Tire & Rubber Company
	 PNEUMATIC RADIAL TIRE
	  	 	D629,351	  	  	 	29/348,197	  	  	 	12/08/2009	  	  	 	12/21/2010	  	  	Granted	  	Cooper Tire & Rubber Company
	 PNEUMATIC RADIAL TIRE
	  	 	D647,038	  	  	 	29/348,195	  	  	 	12/08/2009	  	  	 	10/18/2011	  	  	Granted	  	Cooper Tire & Rubber Company
	 PNEUMATIC RADIAL TIRE
	  	 	D618,160	  	  	 	29/348,196	  	  	 	12/08/2009	  	  	 	06/22/2010	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE ANTENNA FOR RFID
	  	 	8,231,060	  	  	 	12/660,418	  	  	 	02/26/2010	  	  	 	07/31/2012	  	  	Granted	  	Cooper Tire & Rubber Company









																					
	 Patent Title
	  	Patent
Number	 	  	Application
Number	 	  	Filing Date	 	  	Registration
Date	 	  	Status	  	 Owner

	 TIRE TREAD
	  	 	D624,487	  	  	 	29/349,192	  	  	 	03/15/2010	  	  	 	09/28/2010	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D627,711	  	  	 	29/370,133	  	  	 	06/08/2010	  	  	 	11/23/2010	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D658,117	  	  	 	29/370,134	  	  	 	06/08/2010	  	  	 	04/24/2012	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D627,712	  	  	 	29/370,135	  	  	 	06/08/2010	  	  	 	11/23/2010	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D628,958	  	  	 	29/370,358	  	  	 	07/06/2010	  	  	 	12/14/2010	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D658,118	  	  	 	29/370,356	  	  	 	07/06/2010	  	  	 	04/24/2012	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D651,160	  	  	 	29/370,508	  	  	 	07/28/2010	  	  	 	12/27/2011	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D656,084	  	  	 	29/370,511	  	  	 	07/28/2010	  	  	 	03/20/2012	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D662,460	  	  	 	29/372,074	  	  	 	10/12/2010	  	  	 	06/26/2012	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D662,461	  	  	 	29/372,075	  	  	 	10/12/2010	  	  	 	06/26/2012	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE
	  	 	D642,512	  	  	 	29/372,082	  	  	 	10/13/2010	  	  	 	08/02/2011	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D667,778	  	  	 	29/372,143	  	  	 	10/21/2010	  	  	 	09/25/2012	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D643,359	  	  	 	29/372,852	  	  	 	01/21/2011	  	  	 	08/16/2011	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D645,396	  	  	 	29/373,062	  	  	 	02/24/2011	  	  	 	09/20/2011	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D644,597	  	  	 	29/373,411	  	  	 	04/05/2011	  	  	 	09/06/2011	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D669,843	  	  	 	29/373,698	  	  	 	05/12/2011	  	  	 	10/30/2012	  	  	Granted	  	Cooper Tire & Rubber Company









																					
	 Patent Title
	  	Patent
Number	 	  	Application
Number	 	  	Filing Date	 	  	Registration
Date	 	  	Status	  	 Owner

	 TIRE TREAD
	  	 	D670,236	  	  	 	29/373,702	  	  	 	05/13/2011	  	  	 	11/06/2012	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D651,165	  	  	 	29/374,009	  	  	 	06/21/2011	  	  	 	12/27/2011	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D658,116	  	  	 	29/374,942	  	  	 	10/28/2011	  	  	 	04/24/2012	  	  	Granted	  	Cooper Tire & Rubber Company
	 PNEUMATIC TIRE
	  				  	 	13/661,798	  	  	 	10/26/2012	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 PROCESSES FOR MAKING SILANE, HYDROPHOBATED SILICA, SILICA MASTERBATCH AND RUBBER PRODUCTS
	  	 	8,865,799	  	  	 	13/747,461	  	  	 	01/22/2013	  	  	 	10/21/2014	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D729,150	  	  	 	29/452,959	  	  	 	04/23/2013	  	  	 	05/12/2015	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D729,155	  	  	 	29/454,957	  	  	 	05/15/2013	  	  	 	05/12/2015	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/455,164	  	  	 	05/17/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/455,847	  	  	 	05/24/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/456,929	  	  	 	06/05/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/466,674	  	  	 	09/10/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD WITH SQUARE VISUAL WEAR INDICATOR
	  				  	 	29/466,677	  	  	 	09/10/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 VISUAL WEAR INDICATOR FOR AUTOMOTIVE TIRE
	  				  	 	29/466,681	  	  	 	09/10/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD WITH LINEAR HOLE PATTERN VISUAL WEAR INDICATOR
	  				  	 	29/466,685	  	  	 	09/10/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company









																					
	 Patent Title
	  	Patent
Number	 	  	Application
Number	 	  	Filing Date	 	  	Registration
Date	 	  	Status	  	 Owner

	 TIRE TREAD WITH CIRCULAR HOLE PATTERN VISUAL WEAR INDICATOR
	  				  	 	29/466,683	  	  	 	09/10/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/466,688	  	  	 	09/10/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD WITH SQUARE VISUAL WEAR INDICATOR
	  				  	 	29/466,689	  	  	 	09/10/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/467,751	  	  	 	09/23/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/467,749	  	  	 	09/23/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/467,754	  	  	 	09/23/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/467,743	  	  	 	09/23/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/467,735	  	  	 	09/23/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D707,619	  	  	 	29/467,729	  	  	 	09/23/2013	  	  	 	06/24/2014	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D709,437	  	  	 	29/467,747	  	  	 	09/23/2013	  	  	 	07/22/2014	  	  	Granted	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/469,214	  	  	 	10/08/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/469,221	  	  	 	10/08/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD WITH ANGLED RIB GROOVE WALLS
	  				  	 	14/049,675	  	  	 	10/09/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  				  	 	29/470,518	  	  	 	10/22/2013	  	  				  	Filed	  	Cooper Tire & Rubber Company
	 TIRE TREAD
	  	 	D709,435	  	  	 	29/470,524	  	  	 	10/22/2013	  	  	 	07/22/2014	  	  	Granted	  	Cooper Tire & Rubber Company









																					
	 Patent Title
	  	Patent
Number	 	  	Application
Number	 	  	Filing Date	 	  	Registration
Date	 	  	Status	  	Owner
	 TIRE TREAD
	  				  	 	29/470,877	  	  	 	10/25/2013	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/471,540	  	  	 	11/01/2013	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/472,427	  	  	 	11/12/2013	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/472,430	  	  	 	11/12/2013	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/473,167	  	  	 	11/19/2013	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/483,348	  	  	 	02/27/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/483,333	  	  	 	02/27/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/483,354	  	  	 	02/27/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/483,852	  	  	 	03/04/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/491,808	  	  	 	05/23/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/491,809	  	  	 	05/23/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/491,810	  	  	 	05/23/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  	 	D721,635	  	  	 	29/491,807	  	  	 	05/23/2014	  	  	 	01/27/2015	  	  	Granted	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/492,139	  	  	 	05/28/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/492,140	  	  	 	05/28/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  				  	 	29/492,141	  	  	 	05/28/2014	  	  				  	Filed	  	Cooper Tire &
Rubber
Company









																	
	 Patent Title
	  	Patent
Number	  	Application
Number	 	  	Filing Date	 	  	Registration
Date	  	Status	  	Owner
	 TIRE TREAD
	  		  	 	29/492,137	  	  	 	05/28/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 UPPER SIDEWALL/BUTTRESS OF TIRE TREAD
	  		  	 	29/500,588	  	  	 	08/26/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/500,589	  	  	 	08/26/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/500,635	  	  	 	08/27/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/500,639	  	  	 	08/27/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/500,726	  	  	 	08/27/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/500,975	  	  	 	08/29/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 OXIDATION RESISTANT NATURAL RUBBER AND A METHOD FOR ITS PRODUCTION
	  		  	 	62/049,493	  	  	 	09/12/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/503,391	  	  	 	09/25/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/503,394	  	  	 	09/25/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/503,397	  	  	 	09/25/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/503,399	  	  	 	09/25/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/503,529	  	  	 	09/26/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/507,626	  	  	 	10/29/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company









																	
	 Patent Title
	  	Patent
Number	  	Application
Number	 	  	Filing Date	 	  	Registration
Date	  	Status	  	Owner
	 TIRE TREAD
	  		  	 	29/507,633	  	  	 	10/29/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/507,639	  	  	 	10/29/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/512,431	  	  	 	12/18/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/512,616	  	  	 	12/20/2014	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 NATURAL RUBBER COMPOUNDS WITH SILICA AND USE WITH TIRES
	  		  	 	62/102,211	  	  	 	01/12/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/515,800	  	  	 	01/27/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREADS
	  		  	 	29/518,843	  	  	 	02/27/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREADS
	  		  	 	29/518,844	  	  	 	02/27/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/518,872	  	  	 	02/27/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 DUAL DOME CONVEX TIRE TREAD BLOCK OR TREAD RIB
	  		  	 	62/137,019	  	  	 	03/23/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/526,134	  	  	 	05/06/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD (GROOVE BOTTOM TEXTURE)
	  		  	 	29/526,415	  	  	 	05/08/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/526,433	  	  	 	05/08/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company









																	
	 Patent Title
	  	Patent
Number	  	Application
Number	 	  	Filing Date	 	  	Registration
Date	  	Status	  	Owner
	 TIRE TREAD
	  		  	 	29/526,432	  	  	 	05/08/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/526,422	  	  	 	05/08/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 TIRE TREAD
	  		  	 	29/526,429	  	  	 	05/08/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company
	 PRODUCT SUCH AS A TIRE WITH RFID TAG WITH RUBBER, ELASTOMER, OR POLYMER ANTENNA
	  		  	 	14/442,034	  	  	 	05/11/2015	  	  		  	Filed	  	Cooper Tire &
Rubber
Company

  

	 	ii.	Trademarks. 

  

																					
	 Trademark Name
	  	Filing
Date	 	  	Application
Number	 	  	Registration
Date	 	  	Registration
Number	 	  	Status	  	 Owner

	 DICK CEPEK
	  	 	01/08/1974	  	  	 	73/010,443	  	  	 	12/17/1974	  	  	 	0,999,857	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 TURBOSTEEL AND DESIGN
	  	 	09/22/1976	  	  	 	73/100,657	  	  	 	09/19/1978	  	  	 	1,102,628	  	  	Registered	  	Cooper Tire & Rubber Company
	 AVON
	  	 	12/16/1976	  	  	 	73/109,757	  	  	 	10/18/1977	  	  	 	1,075,471	  	  	Registered	  	Cooper Tire & Rubber Company
	 OFF-ROADER
	  	 	01/17/1978	  	  	 	73/155,649	  	  	 	09/12/1978	  	  	 	1,102,051	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 FUN COUNTRY
	  	 	01/30/1978	  	  	 	73/156,914	  	  	 	08/15/1978	  	  	 	1,099,438	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 MASTERCRAFT
	  	 	01/25/1979	  	  	 	73/201,317	  	  	 	05/13/1980	  	  	 	1,135,097	  	  	Registered	  	Cooper Tire & Rubber Company
	 GIANT PULLER
	  	 	05/21/1979	  	  	 	73/216,486	  	  	 	11/18/1980	  	  	 	1,141,588	  	  	Registered	  	Cooper Tire & Rubber Company
	 COURSER
	  	 	01/11/1983	  	  	 	73/408,960	  	  	 	03/06/1984	  	  	 	1,269,126	  	  	Registered	  	Cooper Tire & Rubber Company
	 DISCOVERER
	  	 	03/08/1985	  	  	 	73/525,924	  	  	 	04/15/1986	  	  	 	1,389,810	  	  	Registered	  	Cooper Tire & Rubber Company









																					
	 Trademark Name
	  	Filing
Date	 	  	Application
Number	 	  	Registration
Date	 	  	Registration
Number	 	  	Status	  	 Owner

	 COOPER COBRA
	  	 	09/24/1985	  	  	 	73/559,930	  	  	 	10/14/1986	  	  	 	1,413,265	  	  	Registered	  	Cooper Tire & Rubber Company
	 MASTERCRAFT AVENGER
	  	 	04/25/1986	  	  	 	73/595,192	  	  	 	12/02/1986	  	  	 	1,419,119	  	  	Registered	  	Cooper Tire & Rubber Company
	 MICKEY THOMPSON
	  	 	06/05/1986	  	  	 	73/602,557	  	  	 	08/11/1987	  	  	 	1,452,041	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 SIDEBITERS
	  	 	06/05/1986	  	  	 	73/602,522	  	  	 	07/28/1987	  	  	 	1,449,552	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 S/S
	  	 	08/14/1986	  	  	 	73/614,611	  	  	 	05/23/1989	  	  	 	1,540,376	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 SUPER VENOM
	  	 	04/20/1987	  	  	 	73/655,980	  	  	 	11/24/1987	  	  	 	1,466,301	  	  	Registered	  	Cooper Tire & Rubber Company
	 COOPER LIFELINER CLASSIC
	  	 	01/20/1988	  	  	 	73/706,597	  	  	 	08/30/1988	  	  	 	1,502,117	  	  	Registered	  	Cooper Tire & Rubber Company
	 SPIDER TRAC
	  	 	01/22/1988	  	  	 	73/707,115	  	  	 	08/30/1988	  	  	 	1,502,118	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 F-C
	  	 	03/30/1988	  	  	 	73/719,636	  	  	 	10/11/1988	  	  	 	1,508,044	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 M-C
	  	 	03/30/1988	  	  	 	73/719,748	  	  	 	10/11/1988	  	  	 	1,508,046	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 RADIAL F-C
	  	 	03/30/1988	  	  	 	73/719,631	  	  	 	12/06/1988	  	  	 	1,515,306	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 RADIAL M-C
	  	 	03/30/1988	  	  	 	73/719,637	  	  	 	12/06/1988	  	  	 	1,515,308	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 M/T
	  	 	06/08/1992	  	  	 	74/282,561	  	  	 	05/10/1994	  	  	 	1,835,363	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 VIPER
	  	 	08/01/1994	  	  	 	74/556,881	  	  	 	04/28/1998	  	  	 	2,153,975	  	  	Registered	  	Cooper Tire & Rubber Company
	 ET DRAG
	  	 	11/20/1995	  	  	 	75/021,813	  	  	 	11/19/1996	  	  	 	2,017,520	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 SPORTSMAN PRO
	  	 	11/20/1995	  	  	 	75/021,809	  	  	 	10/15/1996	  	  	 	2,008,576	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 AZARO
	  	 	05/02/1996	  	  	 	75/098,013	  	  	 	08/06/2002	  	  	 	2,605,023	  	  	Registered	  	Cooper Tire & Rubber Company
	 DESERT KING
	  	 	03/29/1999	  	  	 	75/669,718	  	  	 	03/14/2000	  	  	 	2,329,297	  	  	Registered	  	Cooper Tire & Rubber Company









																					
	 Trademark Name
	  	Filing
Date	 	  	Application
Number	 	  	Registration
Date	 	  	Registration
Number	 	  	Status	  	 Owner

	 ET STREET
	  	 	03/29/1999	  	  	 	75/669,717	  	  	 	04/04/2000	  	  	 	2,338,248	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 BAJA BELTED
	  	 	04/23/1999	  	  	 	75/689,452	  	  	 	03/21/2000	  	  	 	2,332,584	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 E.T. JR.
	  	 	04/23/1999	  	  	 	75/689,634	  	  	 	04/04/2000	  	  	 	2,338,373	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 BAJA CLAW
	  	 	05/24/1999	  	  	 	75/712,425	  	  	 	10/03/2000	  	  	 	2,391,286	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 COMPETITOR
	  	 	12/14/1999	  	  	 	75/871,834	  	  	 	10/17/2000	  	  	 	2,396,046	  	  	Registered	  	Cooper Tire & Rubber Company
	 MICKEY THOMPSON PERFORMANCE TIRES AND WHEELS M/T AND DESIGN
	  	 	12/14/1999	  	  	 	75/871,734	  	  	 	07/16/2002	  	  	 	2,593,500	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 THE TIRE CARD BY COOPER
	  	 	02/16/2000	  	  	 	75/918,403	  	  	 	07/17/2001	  	  	 	2,469,312	  	  	Registered	  	Cooper Tire & Rubber Company
	 DICK CEPEK
	  	 	07/21/2000	  	  	 	76/094,214	  	  	 	06/18/2002	  	  	 	2,581,071	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 MICKEY THOMPSON M/T AND DESIGN
	  	 	02/06/2001	  	  	 	76/205,468	  	  	 	11/06/2001	  	  	 	2,504,558	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 DON’T GIVE UP A THING
	  	 	04/15/2004	  	  	 	76/587,215	  	  	 	11/29/2005	  	  	 	3,019,223	  	  	Registered	  	Cooper Tire & Rubber Company
	 ARMOR TEK3 (STYLIZED)
	  	 	08/10/2004	  	  	 	76/606,760	  	  	 	07/04/2006	  	  	 	3,112,448	  	  	Registered	  	Cooper Tire & Rubber Company
	 DICK CEPEK MUD COUNTRY
	  	 	12/16/2004	  	  	 	76/625,084	  	  	 	06/19/2007	  	  	 	3,254,055	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 STRATEGY
	  	 	09/01/2005	  	  	 	78/705,403	  	  	 	08/07/2007	  	  	 	3,277,285	  	  	Registered	  	Cooper Tire & Rubber Company
	 COOPERTIRES AND DESIGN
	  	 	11/01/2005	  	  	 	78/744,164	  	  	 	04/08/2008	  	  	 	3,410,567	  	  	Registered	  	Cooper Tire & Rubber Company
	 STORM
	  	 	03/07/2006	  	  	 	78/831,211	  	  	 	10/28/2008	  	  	 	3,525,826	  	  	Registered	  	Cooper Tire & Rubber Company
	 STARFIRE
	  	 	07/15/2009	  	  	 	77/781,596	  	  	 	02/23/2010	  	  	 	3,751,950	  	  	Registered	  	Cooper Tire & Rubber Company









																					
	 Trademark Name
	  	Filing
Date	 	  	Application
Number	 	  	Registration
Date	 	  	Registration
Number	 	  	Status	  	 Owner

	 TAKE THE MONEY AND RIDE
	  	 	10/14/2009	  	  	 	77/848,371	  	  	 	06/15/2010	  	  	 	3,802,540	  	  	Registered	  	Cooper Tire & Rubber Company
	 COOPER
	  	 	04/20/2010	  	  	 	85/017,962	  	  	 	12/07/2010	  	  	 	3,886,063	  	  	Registered	  	Cooper Tire & Rubber Company
	 LIFE’S A ROAD TRIP COME ON LET’S GO.
	  	 	05/02/2011	  	  	 	85/310,019	  	  	 	04/07/2012	  	  	 	4,187,735	  	  	Registered	  	Cooper Tire & Rubber Company
	 TIRES BUILT FOR LIFE’S ROAD TRIPS
	  	 	05/03/2011	  	  	 	85/310,560	  	  	 	08/28/2012	  	  	 	4,199,509	  	  	Registered	  	Cooper Tire & Rubber Company
	 COURSER HSX TOUR
	  	 	06/14/2011	  	  	 	85/345,847	  	  	 	02/07/2012	  	  	 	4,097,231	  	  	Registered	  	Cooper Tire & Rubber Company
	 MICKEY THOMPSON M/T METAL SERIES AND DESIGN
	  	 	05/03/2012	  	  	 	85/615,892	  	  	 	03/19/2013	  	  	 	4,306,709	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 MICKEY THOMPSON M/T METAL SERIES AND WING DESIGN
	  	 	05/03/2012	  	  	 	85/615,928	  	  	 	03/19/2013	  	  	 	4,306,710	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 STREET COMP
	  	 	05/22/2012	  	  	 	85/631,424	  	  	 	05/14/2013	  	  	 	4,336,223	  	  	Registered	  	Max-Trac Tire Co., Inc.
	 WEAR SQUARE
	  	 	08/02/2013	  	  	 	86/026,952	  	  				  				  	Filed	  	Cooper Tire & Rubber Company

  

	 	iii.	Copyrights. 

 None. 







 Schedule 3.06 

Litigation and Environmental Matters 

Matters described in the Company’s annual and quarterly reports filed with the SEC. 







 Schedule 3.13 

Insurance 
  

							
	 POLICY
	  	 COVERAGE
	  	 LIMIT OF LIABILITY
	  	 INSURER/TERM

	 Property

Coverage
	  	Covers all risk of direct physical loss of or damage to property including Machinery and Equipment, and resulting Business Interruption	  	 Program Limit: 

1.      Program Sublimits:

 
 Italicized Sublimits are in the aggregate annually

Earthquake including
 Zone 2

Zone 1

Warehouses: Savannah, GA, New Orleans, LA & Gretna, LA

Mexico
 CBI / EE
as a result of Earthquake
 Flood including

Zone A &V or worldwide equivalent, including Cooper Tire Plant, Melksham UK & Cooper Tire Service Store, Findlay, OH
except:
 Warehouses: Savannah, GA, New Orleans, LA & Gretna, LA

CBI / EE as a result of Flood
 Wind
– Zone 1, except:
 Warehouses: Savannah, GA, New Orleans, LA & Gretna, LA

DICC, Newly Constructed or Newly Acquired Property, Extra Expense, Off Premises Service Interruption, Ingress/Egress, Civil/Military Authority, Property in the
Course of Construction
 Miscellaneous Unnamed Locations, Contingent Business Interruption/Extra Expense (CBI), Rental Value and Loss of Rents, Accounts
Receivable, Expediting Expenses, Brands & Trade Marks, Tenants/Neighbors, Control of Damaged Goods, Deferred Payments, Exhibition, Exposition, Fair or Trade Show

Errors and Omissions
	  	 Zurich American Insurance Co.
 Policy No. PPR
9306746-12
 Policy Term: 02/15/15-02/15/16
  

Arch Insurance Company
 Policy No. PRP 0010235-09

Policy Term: 02/15/15-02/15/16
  

Axis Insurance Company
 Policy No. MNG758013-15

Policy Term: 02/15/15-02/15/16
  

Endurance American Specialty Insurance Co.
 Policy No.
ARP10006428400
 Policy Term: 02/15/15-02/15/16
  

General Security Indemnity Co. of AZ
 Policy No.
10F144059-2015-1
 Policy Term: 02/15/15-02/15/16
  

HDI-Gerling Industrie Versicherung
 Policy No. N15NA01725

Policy Term: 02/15/15-02/15/16

 










							
	 POLICY
	  	 COVERAGE
	  	 LIMIT OF LIABILITY
	  	 INSURER/TERM

		  		  	 2.      Debris Removal (Owned Property), Tax Treatment of Profits, Devaluation, Tax Liability, Warehouse
Extension of Coverage per occurrence PD/TE (excess per Occurrence PD and annual aggregate PD for each of the perils of Wind, Flood and Earthquake separately; excess of underlying coverage; named/scheduled locations)
	  	 Inter Hannover UK Branch

Policy No. N15NA01728
 Policy Term: 02/15/15-02/15/16

 
 Lexington Insurance Company

Policy No. 13078841
 Policy Term: 02/15/15-02/15/16

 
 Lex-London, division of AIG Europe Ltd.

Policy No. N14NA00854
 Policy Term: 02/15/14-02/15/15

 
 Liberty Mutual Fire Insurance Company

Policy No. MQ2-L9L-448553-014
 Policy Term: 02/15/14-02/15/15

 
 Lloyd’s (AUW, BRT, LIB, QBE, WRB)

Policy No. N14NA00857
 Policy Term: 02/15/14-02/15/15

 
 Lloyds - URS (Talbot Syndicate 1183)

Policy No. N14NA00853
 Policy Term:
02/15/14-02/15/15

	  
 Property Coverage

(Cont’d)
	  		  	  
 Hazardous Substance, Ammonia Contamination, Consequential Damage, Water
Damage, Transit, CBI Flood/EQ, Royalties, Commissions, Profits, Leasehold Interest, R&D, EDP, Coinsurance Deficiency, Valuable Papers, Decontamination Expense

Warehouse Extension of Coverage per occurrence & annual aggregate PD/TE (excess per occurrence and annual aggregate PD for each of the perils of Wind,
Flood and Earthquake separately; excess of underlying deductibles; misc. unnamed locations)

3.      Fine Arts, Fire Brigade, Green Coverage, Land Improvements, Debris Removal
(Non-Owned Property), Crisis Management
  

4.      Pollution/Cleanup to Land and Water, Radioactive Contamination, Loss

 
 5.      Adjustment
Expenses
  

6.      
	  









							
	 POLICY
	  	 COVERAGE
	  	 LIMIT OF LIABILITY
	  	 INSURER/TERM

		  		  	 7.      Deductibles:

 
 Property Damage/Time Element (PD/TE) per occurrence, except:
	  	 Partner Re Ireland Insurance Ltd.

Policy No. N14NA00858
 Policy Term: 02/15/14-02/15/15

 
 Seneca Specialty Insurance Co.

Policy No. NSG8200M01
 Policy Term: 02/15/14-02/15/15

 
 Tokio Marine America

Policy No. LCP 6480042-03
 Policy Term: 02/15/14-02/15/15

 
 Westport Insurance Corporation

Policy No. 31-3-76920
 Policy Term: 02/15/14-02/15/15

 
 XL Insurance America, Inc.

Policy No. US00052603PR14A
 Policy Term: 02/15/14-02/15/15

 
 Excess California Earthquake:

Mt. Hawley
 Policy No. MQE0103291

Policy Term: 02/15/14-02/15/15
  

Underwriters at Lloyds (through Western Re)
 Policy No.
LLO01442
 Policy Term: 02/15/14-02/15/15

		  		  	 For the following locations, PD/TE per occurrence deductible shall be deducted for All Perils:

A.     Centro de Negocios Eisenhower, Av. Sur del Aeropuerto de Barajas, 38., edificio 4,
bajo , Madrid, Spain 28042
 B.     Chez SCI Geslodis 334, rue Bernard Bordier,
Longueil-Annel, France
 C.     Zac de Mercieres 3, 8 Ave Flanders Dunkerque, Compiegne,
France 60200
 D.     Ribistrasse 26, Ormalingen, Switzerland 4466

E.     Albert-Nobel-Str. 1, 63128 Dietzenbach Germany 64839

F.      Via Don Luigi Sturzo, 1, Desio, Italy 20832

 
 PD/TE:

A.     4600 Prosper Drive, Stow, OH

B.     18540 Pasadena Street, Lake Elsinore, CA*

C.     14035 Pipeline Avenue, Chino, CA*

D.     Cooper Tire Service Store; 5320 North State Line Ave., Texarkana, AR

E.     Cooper Tire Service Store; 401 East Main Cross, Findlay, OH

F.      Cooper Tire Service Store; 4006 West Main St., Tupelo, MS

*  CA Earthquake: 5% TIV, maximum per occurrence PD/TE

 
 5% TIV, minimum per occurrence PD/TE:

A.     Hercules Tire, 1714 Anderson Avenue, Compton, CA 90220

B.     18540 Pasadena Street, Lake Elsinore, CA 92530

C.     14035 Pipeline Avenue, Chino, CA 91710

 
 Earthquake – Zone 1: 5% TIV; minimum of per occurrence PD/TE

Earthquake - Corporacion de Occidente: 5% TIV; minimum of per occurrence PD/TE

Named Windstorm – High Hazard Areas (Wind Zone 1): 2% TIV; minimum of per occurrence PD/TE
	  









							
	 POLICY
	  	 COVERAGE
	  	 LIMIT OF LIABILITY
	  	 INSURER/TERM

		  		  	 Flood - per occurrence PD/TE
  

If two or more deductibles in this policy and/or more than one locally admitted policy apply to a single occurrence, the total to be deducted shall not exceed
the largest applicable deductible.
  
 NOTE: In regard to the Named and Unnamed Warehouse
extension of coverage, the following will apply:
  
 If the underlying Annual Aggregate
limit is eroded that is applicable to each of the perils of Wind, Flood and Earthquake separately as provided by the primary Marine Cargo; this policy will drop down and provide primary limits excess of the deductibles below.

 
 PD/TE per Occurrence for the perils of Wind, Flood and Earthquake

 
 Applicable deductibles apply on a per occurrence basis under the primary marine cargo
coverage and are not to be considered as additional under this extension of coverage.
	  	
				
	Marine Ocean Cargo Program	  	Merchandise aboard any one conveyance or in any one place at any one time	  	 Any one conveyance, except:
 Any one truck or
rail shipment within the USA
 Any one truck or rail shipment to/from Mexico

Any one air, truck or rail shipment within a single country, unless specified

Any one good-pack metal box shipment
 Any one occurrence at a
scheduled location
 Any one unnamed/non-scheduled location

Annual aggregate for the perils of flood, earthquake, and windstorm at named and unnamed locations with each peril aggregated separately

Any one barge or tow as a principal conveyance
 Any one package by
mail or parcel post
	  	 Indemnity Insurance Company of North America

Policy No. N10710583
 Policy Term:
02/15/14-02/15/15










							
	 POLICY
	  	 COVERAGE
	  	 LIMIT OF LIABILITY
	  	 INSURER/TERM

		  		  	 Any one exhibition/trade show
 Any one messenger
as a connecting conveyance
	  	
	Marine Ocean Cargo Program (Cont’d)	  		  	 Any one salesman’s samples, any one time/occurrence
  

Scheduled Locations:

1.      5901 Terminal Drive, New Orleans, LA 70115

2.      950 West River Street, Savannah, GA 31402

3.      Port of New Orleans, Perry Street Wharf, #1 Perry Street, Gretna, LA 70053

 
 Deductibles:

 
 Transit

Per occurrence, except:
 Per occurrence for all losses due to
theft, shortage, pilferage and non-delivery except:
 Per occurrence for all losses due to theft, shortage, pilferage and non-delivery for shipments
to/from/within Mexico
 Scheduled Locations (New Orleans, Savannah, and Gretna)

Per occurrence, except:
 Per occurrence for the perils of flood,
earthquake and windstorm
 Unnamed Locations
 Per
occurrence, except:
 Per occurrence for the perils of earthquake, flood, and windstorm
	  	
				
	General Liability – Site Specific	  	 Covers liability for damage because of bodily injury, property damage, personal injury, advertising liability and liquor liability that you
become legally obligated to pay
  
 Applicable location:

Fishing Club
 440 Morricle Blvd.

Findlay, OH
	  	 Each Occurrence
 General Aggregate – Other
than Products/ Excluded: Products/Completed Operations Aggregate
 Advertising and Personal Injury

Excluded: Medical Expense Limit – Any One Person
 Damage to
Premises Rented to You
	  	 Westfield Insurance Company
 Policy No.
CWP5169244
 Policy Term: 04/01/14-04/01/15










							
	 POLICY
	  	 COVERAGE
	  	 LIMIT OF LIABILITY
	  	 INSURER/TERM

	General Liability (Premises)	  	 Covers liability for damage because of bodily injury, property damage, personal injury, advertising liability and liquor liability that you
become legally obligated to pay, excluding Products Liability
  
 Coverage Territory:
United States (including its territories and possessions), Puerto Rico and Canada
	  	 Each Occurrence
 General Aggregate – Other
than Products / Completed Operations Excluded: Products/Completed Operations Aggregate
 Advertising and Personal Injury Excluded: Medical Expense
Payments
  
 Damage to Premises Rented to You

 
 Self-Insured Retention:

Allocated Loss Adjustment Expense contributes to the satisfaction of the Self-Insured Retention
	  	 National Union Fire Ins. Co. of Pittsburgh, PA

Policy No. GL3481678
 Policy Term: 04/01/14-04/01/15

				
	Products Liability	  	 Covers liability for damage because of bodily injury or property damage included within the products-completed operations hazard

 
 Coverage Territory: Worldwide
	  	 Self Insured Retention:
 Allocated Loss
Adjustment Expense does not contribute to the satisfaction of the Self Insured Retention
	  	
		  		  		  	
	 Commercial Auto
  

Commercial Auto (Cont’d)
	  	Covers liability from the ownership, maintenance or use of vehicles	  	 Bodily Injury & Property Damage Combined Single Limit per Occurrence – Any Auto Statutory Personal Injury Protection, where required
- owned autos subject to no-fault Statutory Property Protection, Michigan only – owned autos subject to no-fault
 Automobile Medical Payments, limit
per person - owned autos
  
 Liability Deductible:

Allocated Loss Adjustment Expense contributes to the satisfaction of the Deductible and is in addition to the limits of liability
	  	 National Union Fire Ins. Co. of Pittsburgh, PA

Policy No. CA3377158
 Policy Term:
04/01/14-04/01/15










							
	 POLICY
	  	 COVERAGE
	  	 LIMIT OF LIABILITY
	  	 INSURER/TERM

	Commercial Auto - MA	  	Covers liability from the ownership, maintenance or use of vehicles	  	 Bodily Injury & Property Damage

Combined Single Limit per Occurrence – Any Auto
 Bodily
Injury – each person
 Bodily Injury – each accident

Property Damage – each accident
 Uninsured Motorist –
each person
 Uninsured Motorist – each accident
 Personal
Injury Protection – each person
	  	 National Union Fire Ins. Co. of Pittsburgh, PA

Policy No. CA7030224
 Policy Term: 04/01/14-04/01/15

		  		  	  
				
	Self-Insured Workers’ Compensation & Employers Liability – Arkansas, Mississippi, and Ohio	  	 Covers statutory benefits such as compensation, medical and rehabilitation costs incurred as a result of work-related injuries or disease for
employers that are approved as Self-Insurers in the State of Operation
  
 States
Covered: Arkansas, Mississippi, Ohio
	  	 STATUTORY Workers’ Compensation Benefits & Employers Liability

 
 Injury by Accident – each accident

Injury by Disease – policy limit
 Injury by Disease –
each employee
  
 Self-Insured Retention Amounts:

Workers’ Compensation:
 Injury by Accident/Disease -
Each Occurrence - Allocated Loss Adjustment Expense erodes the self-insured retention.
  

Employers Liability:
 Injury by Accident/Disease - Each
Occurrence - Allocated Loss Adjustment Expense erodes the self-insured retention.
	  	 Safety National Casualty Corp.
 Policy No.
SP4050641
 Policy Term: 04/01/14-04/01/15

				
	 Workers’ Compensation & Employers Liability

(Insured States)
	  	 Covers statutory benefits in States of Operation, such as compensation, medical and rehabilitation costs incurred as a result of work-related
injuries or disease
  
 States Covered: AL, AZ, CO, CT, FL,GA, IL, IN, KY, ME, MD, MI,
MO, MT, NC, NE, ND, NJ, NH, NY, OK, PA, TX, WI
	  	 Workers’ Compensation – Coverage A

STATUTORY
  

Employers Liability – Coverage B
 Injury By Accident -
each accident
 Injury By Disease - each employee
 Bodily Injury
By Disease - policy limit
	  	 Insurance Co. of the State of Pennsylvania

Policy No. WC039901035
 Policy Term:
04/01/14-04/01/15










							
	  

POLICY
	  	 COVERAGE
	  	 LIMIT OF LIABILITY
	  	 INSURER/TERM

		  	 Other States Coverage:
 All States
excluding states listed above, monopolistic states and Ohio, Mississippi, and Arkansas
	  		  	








 Schedule 3.14 

Capitalization and Subsidiaries 
  

									
	 Owner of Equity

Interests
	  	 Subsidiary
	  	 Type of

Entity
	  	 Jurisdiction of

Formation
	  	 Percentage of
Equity Interests

Owned

	 Cooper Tire &

Rubber Company
	  	 Cooper Tire
 Holding Company
	  	Corporation	  	Ohio	  	100%
					
		  	 Cooper Tire &
 Rubber Foundation
	  	Trust	  	Ohio	  	100%
					
		  	Cooper Receivables LLC	  	Limited liability company	  	Ohio	  	100%
					
		  	CTBX Company	  	Corporation	  	Ohio	  	100%
					
		  	CTTG Inc.	  	Corporation	  	Ohio	  	100%
					
		  	Max-Trac Tire Co., Inc.	  	Corporation	  	Ohio	  	100%
					
		  	Cooper International Holding Corporation	  	Corporation	  	Delaware	  	100%
					
		  	Master Assurance & Indemnity Ltd.	  	Limited company	  	Bermuda	  	100%
					
		  	Cooper Tire & Rubber Company Canada Ltd.	  	Corporation	  	Canada	  	100%
					
		  	Cooper Tire International Trading Company	  	Limited company	  	Cayman Islands	  	100%
					
		  	Cooper Tire & Rubber Holding B.V.	  	Limited liability company	  	Netherlands	  	100%
					
		  	Cooper Tyre & Rubber Company UK Limited	  	Limited company	  	England	  	100%
					
		  	Cooper Tire & Rubber Company (Barbados) Ltd.	  	Limited company	  	Barbados	  	100%
					
	Max-Trac Tire Co., Inc.	  	Mickey Thompson Performance Racing Inc.	  	Corporation	  	Ohio	  	100%









									
	 Owner of Equity

Interests
	  	 Subsidiary
	  	 Type of

Entity
	  	 Jurisdiction of

Formation
	  	 Percentage of

Equity Interests

Owned

	Cooper International Holding Corporation	  	Pneus International SA de CV	  	Limited company	  	Mexico	  	99.99%
					
		  	Cooper Tire & Rubber Company de Mexico SA de CV	  	Limited company	  	Mexico	  	96.63%
					
		  	Inversionistas del Bajio, SA de CV	  	Limited company	  	Mexico	  	99.99%
					
		  	Corporacion de Occidente, SA de CV	  	Limited company	  	Mexico	  	16.86%
					
		  	Cooper International Rubber, Limited	  	Limited company	  	Jamaica	  	100%
					
	Cooper Tire Holding Company	  	Pneus International SA de CV	  	Limited company	  	Mexico	  	0.01%
					
		  	Nemet International SA de CV	  	Limited company	  	Mexico	  	40.0%
					
		  	Inversionistas del Bajio, SA de CV	  	Limited company	  	Mexico	  	0.01%
					
	Pneus International SA de CV	  	Nemet International SA de CV	  	Limited company	  	Mexico	  	60.0%
					
	Nemet International SA de CV	  	Cooper Tire & Rubber Company de Mexico SA de CV	  	Limited company	  	Mexico	  	3.37%
					
	Inversionistas del Bajio, SA de CV	  	Corporacion de Occidente, SA de CV	  	Limited company	  	Mexico	  	41.57%
					
	Cooper Tire & Rubber Company (Barbados) Ltd.	  	Cooper Tire (China) Investment Co., Ltd.	  	Limited company	  	China	  	100%
					
		  	Cooper Tire Asia-Pacific (Shanghai) Trading Co., Ltd.	  	Limited company	  	China – WGC	  	100%
					
		  	Cooper Global Holding Co. Ltd.	  	Limited company	  	Barbados	  	50%









									
	 Owner of Equity

Interests
	  	 Subsidiary
	  	 Type of

Entity
	  	 Jurisdiction of

Formation
	  	 Percentage of

Equity Interests

Owned

	Cooper Global Holding Co. Ltd.	  	Cooper (Kunshan) Tire Co., Ltd.	  	Limited company	  	China	  	100%
					
	Cooper Tyre & Rubber Company UK Limited	  	Cooper Tire & Rubber Company France Sarl	  	Limited liability company	  	France	  	100%
					
		  	Cooper Tire & Rubber Company Deutschland GmbH	  	Limited liability company	  	Germany	  	100%
					
		  	Cooper Tire & Rubber Company Espana S.L.	  	Limited company	  	Spain	  	100%
					
		  	Cooper Tire & Rubber Company Suisse SA	  	Limited company	  	Switzerland	  	100%
					
		  	Cooper Tire & Rubber Company Italia S.r.l.	  	Limited liability company	  	Italy	  	99.0%
					
		  	Cooper Tire & Rubber Company Europe Ltd.	  	Limited company	  	England	  	100%
					
		  	CTB (Barbados) Investment Co. Ltd.	  	Limited company	  	Barbados	  	100%
					
	Cooper Tire & Rubber Company Europe Ltd.	  	Cooper Tire & Rubber Company International Development Limited	  	Limited company	  	England	  	100%
					
	Cooper Tire & Rubber Company International Development Limited	  	Cooper Tire & Rubber Company Italia S.r.l.	  	Limited liability company	  	Italy	  	1.0%
					
	CTB (Barbados) Investment Co. Ltd.	  	Cooper Tire Investment Holding (Barbados) Ltd.	  	Limited company	  	Barbados	  	100%
					
		  	Cooper Global Holding Co. Ltd.	  	Limited company	  	Barbados	  	50.0%
					
	Cooper Tire & Rubber Holding B.V.	  	Cooper Tire & Rubber Company Serbia d.o.o.	  	Limited liability company	  	Serbia	  	100%









									
	 Owner of Equity

Interests
	  	 Subsidiary
	  	 Type of

Entity
	  	 Jurisdiction of

Formation
	  	 Percentage of

Equity Interests

Owned

		  	Cooper Tire & Rubber Holding Netherlands 1 B.V.	  	Limited liability company	  	Netherlands	  	100%
					
		  	Cooper Tire & Rubber Holding Netherlands 2 B.V.	  	Limited liability company	  	Netherlands	  	100%
					
	 Cooper Tire International Trading Company
	  	Cooper Tire & Rubber International Trading Limited	  	Limited company	  	Cayman Islands	  	100%








 Schedule 3.20 

Cash Pooling 
  

	 	1.	Cash Pooling Agreement, dated as of October 22, 2004, among Cooper Tire & Rubber Company, the other Customers and Bank Mendes Gans nv, as amended by the Amendment to the Cash Pooling Agreement, dated as of
April 4, 2007, as further amended by the Amendment to the Cash Pooling Agreement, dated as of June 25, 2014, and as may be further amended, restated, supplemented, renewed, refinanced, replaced or otherwise modified from time to time.


  

	 	2.	Cash Pooling Agreement, dated as of October 8, 2014, among Cooper Tire (China) Investment Co., Ltd., Cooper Tire Asia-Pacific (Shanghai) Trading Company Ltd., Cooper (Kunshan) Tire Company and China Construction
Bank, as may be further amended, restated, supplemented renewed, refinanced, replaced or otherwise modified from time to time. 








 Schedule 6.01 

Indebtedness 
 CAPITAL
LEASES 
 Various capital leases in an aggregate outstanding amount as of the Closing Date less than $5,500,000. 

Mississippi Major Economic Impact Authority Loan 

Loan Agreement, dated as of 2009, between the Mississippi Major Economic Impact Authority and the Company, in an initial principal amount of $4,800,000, as
amended, restated, supplemented, renewed, refinanced, replaced or otherwise modified from time to time. 
 Dollar Denominated Letters of
Credit 
  

											
	 Issuing Bank
	  	Letter of Credit Number	  	Face Amount as of the
Effective Date	 	  	Expiration Date as of
the Effective Date	 
	 China Trust
	  	9101GBG142200002	  	$	10,000.00	  	  	 	08/07/2015	  
	 China Trust
	  	9101GBG131710002	  	$	10,000.00	  	  	 	06/18/2015	  
	 China Trust
	  	9101GBG130140001	  	$	10,000.00	  	  	 	01/13/2015	  

 Euro Denominated Letters of Credit 

 

											
	 Issuing Bank
	  	Letter of Credit Number	 	Face Amount as of the
Effective Date	 	  	Expiration Date as of
the Effective Date	 
	 Intesa San Paulo SPA
	  	07343-8200-00474118 (BG)	 	€	13,009.75	  	  	 	10/31/2015	  
	 Commerzbank
	  	FRWAV70306290101 (BG)	 	€	54,860.98	  	  	 	N/A	  

 Mexican Peso Denominated Letters of Credit 

 

											
	 Issuing Bank
	  	Letter of Credit
Number	  	Face Amount as of the
Effective Date	 	  	Expiration Date as of
the Effective Date	 
	 Banco Monex
	  	SBBM10029	  	 	MXN 5,996,602.19	  	  	 	02/23/2016	  

 Serbian Dinar Denominated Letters of Credit 

 

											
	 Issuing Bank
	  	Letter of
Credit Number	  	Face Amount as of the
Effective Date	 	  	Expiration Date as of
the Effective Date	 
	 Unicredit Bank
	  	LGC0850/15	  	 	RSD 1,500,000.00	  	  	 	03/19/2016	  

 British Pound Denominated Letters of Credit 

 

									
	 Issuing Bank
	  	Letter of Credit Number	  	Face Amount as of the
Effective Date	  	Expiration Date as of
the Effective Date	 
	 HSBC
	  	N/A	  	GBP    166,000.00	  	 	N/A	  
	 Lloyds
	  	SBCB090003624	  	GBP 1,100,000.00	  	 	05/31/2016	  








 Swiss Franc Denominated Letters of Credit 

 

											
	 Issuing Bank
	  	Letter of Credit
Number	 	  	Face Amount as of the
Effective Date	  	Expiration Date as of
the Effective Date	 
	 UBS
	  	 	33GA-B75773-3LOM	  	  	CHF    128,000.00	  	 	Evergreen	  

 Industrial Revenue Bonds 

City of Texarkana, Arkansas Taxable Industrial Development Revenue Bonds (Cooper Tire & Rubber Company Project), Series 2009, and any other
industrial revenue bonds issued pursuant to the Trust Indenture, dated as of November 1, 2010, between the City of Texarkana, Arkansas, and U.S. Bank National Association, as trustee, as the same may be amended, restated, supplemented, renewed,
refinanced, replaced or otherwise modified from time to time (the “Industrial Revenue Bonds”). The aggregate Indebtedness under the Industrial Revenue Bonds as of the Effective Date is $25,175,000. 

Guaranty Agreement, dated as of November 1, 2010, between the Company and U.S. Bank National Association, as the same may be amended, restated,
supplemented , renewed, refinanced, replaced or otherwise modified from time to time, and any other guaranty agreement or reimbursement agreement entered into by the Company with respect to the Industrial Revenue Bonds (the “IRB
Guaranty”). 
 Lines of Credit 
  

											
	 Borrower
	  	 Lender
	  	Currency	 	  	Line of Credit	 
	 Corporacion de Occidente, SA de CV
	  	HSBC Mexico	  	 	USD	  	  	 	2,172,000.00	  
	 Corporacion de Occidente, SA de CV
	  	HSBC Mexico	  	 	USD	  	  	 	15,000,000.00	  
	 Corporacion de Occidente, SA de CV
	  	HSBC Mexico	  	 	USD	  	  	 	8,000,000.00	  
	 Corporacion de Occidente, SA de CV
	  	HSBC Mexico	  	 	USD	  	  	 	7,500,000.00	  
	 Corporacion de Occidente, SA de CV
	  	HSBC Mexico	  	 	USD	  	  	 	635,000.00	  
	 Corporacion de Occidente, SA de CV
	  	HSBC Mexico	  	 	USD	  	  	 	1,000,000.00	  
	 Cooper (Kunshan) Tire Co., Ltd.
	  	China Construction Bank	  	 	CNY	  	  	 	131,000,000.00	  
	 Cooper (Kunshan) Tire Co., Ltd.
	  	China Construction Bank	  	 	USD	  	  	 	4,414,500.00	  
	 Cooper (Kunshan) Tire Co., Ltd.
	  	ICBC (Industrial and Commercial Bank of China)	  	 	CNY	  	  	 	70,000,000.00	  









											
	 Borrower
	  	 Lender
	  	Currency	 	  	Line of Credit	 
	 Cooper (Kunshan) Tire Co., Ltd.
	  	ICBC (Industrial and Commercial Bank of China)	  	 	USD	  	  	 	4,905,000.00	  
	 Cooper (Kunshan) Tire Co., Ltd.
	  	SPDB (Shanghai Pudong Development Bank)	  	 	CNY	  	  	 	50,000,000.00	  
	 Cooper (Kunshan) Tire Co., Ltd.
	  	SPDB (Shanghai Pudong Development Bank)	  	 	USD	  	  	 	11,445,000.00	  
	 Cooper (Kunshan) Tire Co., Ltd.
	  	China CITIC Bank	  	 	CNY	  	  	 	50,000,000.00	  
	 Cooper (Kunshan) Tire Co., Ltd.
	  	Bank of China	  	 	CNY	  	  	 	60,000,000.00	  
	 Cooper (Kunshan) Tire Co., Ltd.
	  	Bank of China	  	 	USD	  	  	 	14,715,000.00	  
	 Cooper (Kunshan) Tire Co., Ltd.
	  	CMBC (China Merchants Bank Ltd)	  	 	CNY	  	  	 	50,000,000.00	  
	 Cooper Tire Asia-Pacific (Shanghai) Trading Co., Ltd.
	  	China Trust	  	 	USD	  	  	 	30,000.00	  
	 Cooper Tire (China) Investment Co., Ltd.
	  	China Merchants Bank	  	 	CNY	  	  	 	50,000,000.00	  
	 Cooper Tire (China) Investment Co., Ltd.
	  	SPDB (Shanghai Pudong Development Bank)	  	 	CNY	  	  	 	20,000,000.00	  
	 Cooper Tire (China) Investment Co., Ltd.
	  	SPDB (Shanghai Pudong Development Bank)	  	 	CNY	  	  	 	50,000,000.00	  
	 Cooper Tire (China) Investment Co., Ltd.
	  	China CITIC Bank	  	 	CNY	  	  	 	20,000,000.00	  
	 Cooper Tire (China) Investment Co., Ltd.
	  	China CITIC Bank	  	 	CNY	  	  	 	50,000,000.00	  
	 Cooper Tire (China) Investment Co., Ltd.
	  	Bank of Shanghai	  	 	CNY	  	  	 	20,000,000.00	  
	 Cooper Tire (China) Investment Co., Ltd.
	  	China Trust	  	 	USD	  	  	 	2,000,000.00	  









									
	 Borrower
	  	 Lender
	  	Currency	  	Line of Credit	  	Amount
Outstanding on
or about the
Effective Date
		  		  		  		  	

 Guarantees of Lines of Credit 

Guaranty by Cooper (Kunshan) Tire Co., Ltd. (the “Cooper Kunshan Guaranty”) of the above listed lines of credit of Cooper
Tire (China) Investment Co., Ltd., with SPDB (Shanghai Pudong Development Bank). 
 Inter-Company Loans 

 

											
	 Borrower
	  	 Lender
	  	Currency	 	  	Line of Credit	 
	 Cooper Tire & Rubber Company Serbia d.o.o.
	  	Cooper Tire & Rubber Holding B.V.	  	 	EUR	  	  	 	40,000,000.00	  
	 Cooper Tire & Rubber Company Serbia d.o.o.
	  	Cooper Tire & Rubber Holding B.V.	  	 	EUR	  	  	 	4,000,000.00	  
	 Cooper Tire & Rubber Company Serbia d.o.o.
	  	Cooper Tire & Rubber Holding B.V.	  	 	EUR	  	  	 	15,000,000.00	  
	 Cooper Tire & Rubber Company (Barbados) Ltd.
	  	Cooper Tire & Rubber Company	  	 	USD	  	  	 	15,000,000.00	  
	 Cooper Receivables, LLC*
	  	Cooper Tire & Rubber Company	  	 	USD	  	  	 	208,317,089.70	  
	 Cooper Tire (China) Investment Co., Ltd.
	  	Cooper (Kunshan) Tire Co., Ltd.	  	 	USD	  	  	 	3,000,000.00	  
	 CTBX Company, Agencia en Chile
	  	Cooper Tire & Rubber Company	  	 	USD	  	  	 	25,000.00	  

  

	*	Balance is as of April 30, 2015 








 Schedule 6.02 

Liens 
  

											
	 Debtor
	  	State	  	Jurisdiction	  	 Secured Party
	  	 UCC Filing

No./Filing Date
	  	 Collateral

	 Cooper Tire & Rubber Company
	  	DE	  	State	  	U.S. Bank National Association	  	 UCC: 41329434
 File Date: 5/12/04

 
 Continuation: 20084223333

File Date: 12/19/08
  

Continuation: 20134556107
 File Date: 11/19/13
	  	 All of the Debtor’s right, title and interest in the Lease Agreement between Debtor and City of Texarkana, dated 4/1/67

 
 Financing statement is an “in lieu of continuation” for File No. 1236314, dated
3/29/00 filed with AR SOS

						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	 Original Secured Party: CCA FINANCIAL, LLC
  

Assigned to Wachovia Bank (4/21/08, 6/13/08, 6/25/08)
  

Assigned to Wells Fargo Bank (7/8/08, 8/20/08, 11/21/08, 12/18/08, 5/24/12)
  

Assigned to Bank of America (7/28/08, 12/29/08, 3/24/09, 6/4/09, 12/4/09)
  

Assigned to Wells Fargo Commercial Banking (10/28/08, 2/24/09, 5/13/09, 7/1/09, 7/9/09, 8/24/09, , 11/6/09)

 
 Assigned to Xenith Bank (3/26/10)
	  	 UCC: 60734384
 File Date: 3/2/06

 
 Assignment 4/21/08 Assignment 6/13/08 Assignment 6/25/08 Assignment 7/8/08 Assignment
7/28/08 Assignment 8/20/08 Assignment 10/28/08 Assignment 11/21/08 Assignment 12/18/08 Assignment 12/29/08 Assignment 2/24/09 Assignment 3/24/09 Assignment 5/13/09 Assignment 6/4/09 Assignment 7/1/09 Assignment 7/9/09 Assignment 8/24/09 Assignment
11/6/09 Assignment 12/4/09 Assignment 3/26/10 Continuation: 9/8/10 Amendment: 4/11/12 Assignment: 5/24/12
	  	 All personal property, wherever located and whenever acquired, identified in any lease schedule subject to Master Lease Agreement, dated
2/20/06, including but not limited to equipment and software.
  

*  Amendment (Filed 4/11/12):

Secured Party releases all interest in any equipment or software subject to Schedules listed on Amendment pursuant to Master Lease Agreement, dated
2/20/06










											
	 Debtor
	  	State	  	Jurisdiction	  	 Secured Party
	  	 UCC Filing

No./Filing Date
	  	 Collateral

	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	DELL FINANCIAL SERVICES L.L.C.	  	 UCC: 20090343308
 File Date: 2/2/09

 
 Continuation: 20134407020

File Date: 11/8/13
	  	All computer equipment and peripherals financed and described in the Master Lease Agreement
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	AIR LIQUIDE INDUSTRIAL US LP	  	 UCC: 20092677125
 File Date: 8/20/09

 
 Amendment: 20111407371

File Date: 4/14/11
  

Amendment: 20124850857
 File Date: 12/13/12

 
 Continuation: 20141657030

File Date: 4/28/14
	  	 Equipment fully described on financing statement.
  

Amendment restated equipment listed
  

Amendment restated equipment listed.

						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	 Original Secured Party: LASALLE SYSTEMS LEASING, INC.
  

Assigned to MB Financial Bank, N.A. (11/4/09, 11/23/09, 2/17/10, 2/18/10, 3/15/10, 3/16/10, 4/29/10, 7/6/10, 8/6/10, 9/27/10, 9/28/10, 10/21/10, 10/27/10,
10/28/10, 11/5/10, 1/10/11, 2/2/11, 3/7/11, 3/10/11, 3/24/11, 4/18/11, 4/19/11, 10/18/12)
	  	 UCC: 20093312748
 File Date: 10/15/09

 
 (as assigned, continued and amended after the date thereof)
	  	 All present and future goods including, but not limited to, various computer equipment etc. lease by LaSalle Systems Leasing, Inc. to Cooper
Tire & Rubber Company pursuant to Master Lease Agreement, dated 9/30/09
  
 Amend
Collateral (4/28/10)
  
 Amend Collateral
(5/27/10)










											
	 Debtor
	  	State	  	Jurisdiction	  	 Secured Party
	  	 UCC Filing

No./Filing Date
	  	 Collateral

		  		  		  	 Assigned to General Electric Capital Corporation (2/1/11, 2/3/11, 2/7/11, 2/23/11, 4/8/11, 4/11/11, 4/12/11, 5/2/11)

 
 Assigned to Beverly Bank & Trust Company N.A. (7/6/11, 7/7/11, 8/25/11, 10/24/11,
1/3/12, 5/2/12, 5/16/12, 5/18/12, 6/20/12, 6/21/12, 7/2/12, 7/26/12, 8/8/12, 8/10/12, 8/13/12, 11/9/12, 1/22/13, 1/24/13, 4/18/13, 4/19/13)
  

Assigned to Banc of America Leasing & Capital, LLC (7/7/11, 10/3/11, 10/25/11, 11/14/11, 12/6/11, 2/3/12, 8/13/12, 8/23/12, 11/7/12, 1/18/13)

 
 Assigned to BankFinancial F.S.B. (6/1/12, 6/4/12, 10/11/12, 11/1/12)
	  		  	 Amend Collateral (4/18/11)
  

Amend Collateral (4/19/11)
  

Amend Collateral (5/3/11)
  

Amend Collateral (12/5/11)
  

Amend Collateral (2/6/12)
  

Amend Collateral (9/6/12)
  

Amend Collateral (9/21/12)
  

Amend Collateral (11/2/12)
  

Amend Secured Party LASALLE SYSTEMS LEASING, INC.’s address (1/21/15)

						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	CISCO SYSTEMS CAPITAL CORPORATION	  	 UCC: 20102576811
 File Date: 7/23/10
	  	Financing Statement covers all of the Debtor’s right, title and interest now existing and hereafter arising in and to leased property described on financing statement.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	KONICA MINOLTA PREMIER FINANCE	  	 UCC: 20104511642
 File Date: 12/20/10
	  	All equipment, described therein or otherwise, leased to or financed for the Debtor by Secured Party under Master Premier Lease Agreement









											
	 Debtor
	  	State	  	Jurisdiction	  	 Secured Party
	  	 UCC Filing

No./Filing Date
	  	 Collateral

	 Cooper Tire & Rubber Company
	  	DE	  	State	  	Wilmington Trust Company, Not In Its Individual Capacity but Solely as Owner Trustee Under Trust Agreement dated April 3, 2006	  	 UCC: 20111385544
 File Date: 3/31/11
	  	All of Debtor’s right, title and interest in and to that certain Aircraft more fully described in aircraft Lease Agreement, dated 3/23/11
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	 Original Secured Party: CCA FINANCIAL, LLC
  

Assigned to Xenith Bank 4/25/13, 6/10/13, 10/1/13, 10/8/13)
  

Assigned to Wells Fargo Bank (4/30/13, 7/19/13, 2/27/14, 9/23/14)
  

Assigned to First Tennessee Bank of National Association (5/31/13, 10/21/13)
  

Assigned to Bank of America (11/6/13, 12/19/13)
	  	 UCC: 20112492919
 File Date: 6/29/11

 
 Assignment 4/25/13 Assignment 4/30/13 Assignment 5/31/13 Assignment 6/10/13 Assignment
7/19/13 Assignment 10/1/13 Assignment 10/8/13 Assignment 10/21/13 Assignment 11/6/13 Assignment 12/19/13 Assignment 2/27/14 Assignment 9/23/14
	  	All personal property, wherever located and whenever acquired, identified in any lease schedule subject to Master Lease Agreement, dated 2/20/06, including but not limited to equipment and software.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	CROWN CREDIT COMPANY	  	 UCC: 20114421254
 File Date: 11/17/11
	  	All of the Lessee’s right, title and interest in all equipment now or hereafter leased by Lessee pursuant to Master Lease Agreement.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	 Original Secured Parties:
  

1) STERLING NATIONAL BANK
 2) GRAPHIC SAVINGS GROUP LLC

 
 Assigned to First Eagle Bank
	  	 UCC: 20121155227
 File Date: 3/27/12

 
 Amendment: 20121193277

File Date: 3/28/12
  

Assignment: 20150677905
 File Date: 2/11/15
	  	 All of the equipment and personal property and all modifications thereto etc. leased pursuant to Lease Schedules to Master Lease Agreement,
dated 11/1/06 described fully on Attachment A to financing statement.
  
 Amend
Collateral










											
	 Debtor
	  	State	  	Jurisdiction	  	 Secured Party
	  	 UCC Filing

No./Filing Date
	  	 Collateral

	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	 FIRST EAGLE BANK
  

GRAPHIC SAVINGS GROUP LLC
	  	 UCC: 20122217117
 File Date: 6/8/12
	  	All of the equipment and personal property and all modifications thereto etc. leased pursuant to Lease Schedule No. 044B to Master Lease Agreement, dated 11/1/06 described fully on Schedule A to financing statement.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	 FIRST EAGLE BANK
  

GRAPHIC SAVINGS GROUP LLC
	  	 UCC: 20122502500
 File Date: 6/28/12
	  	All of the equipment and personal property and all modifications thereto etc. leased pursuant to Lease Schedule No. 45 to Master Lease Agreement, dated 11/1/06 described fully on Schedule A to financing statement.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	KONICA MINOLTA PREMIER FINANCE	  	 UCC: 20131263582
 File Date: 4/3/13
	  	All equipment, described therein or otherwise, leased to or financed for the Debtor by Secured Party under Premier Lease Agreement.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	GSG FINANCIAL LLC	  	 UCC: 20141165695
 File Date: 3/25/14
	  	All of the equipment and personal property and all modifications thereto etc. leased pursuant to Lease Schedule No. 3001-136 to Master Lease Agreement, dated 11/1/06 described fully on financing statement.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	EVERBANK COMMERCIAL FINANCE, INC.	  	 UCC: 201411675628
 File Date: 4/29/14
	  	All items of personal property leased pursuant to Lease Agreement, dated 4/28/14 described fully on financing statement.









											
	 Debtor
	  	State	  	Jurisdiction	  	 Secured Party
	  	 UCC Filing

No./Filing Date
	  	 Collateral

	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	SIGNATURE FINANCIAL LLC	  	 UCC: 20142507754

File Date: 6/25/14
	  	All of the equipment and personal property and all modifications thereto etc leased pursuant to Lease Schedule No. 3001-139 to Master Lease Agreement, dated 11/1/06 described fully on financing statement.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	SIGNATURE FINANCIAL LLC	  	 UCC: 20142611101
 File Date: 7/2/14
	  	All of the equipment and personal property and all modifications thereto etc leased pursuant to Lease Schedule No. 3001-137 to Master Lease Agreement, dated 11/1/06 described fully on financing statement.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	 SIGNATURE FINANCIAL LLC
  

GSG FINANCIAL LLC
	  	 UCC: 20143024056
 File Date: 7/29/14
	  	All of the equipment and personal property and all modifications thereto etc leased pursuant to Equipment Schedules to Master Lease Agreement, dated 11/1/06 described fully on Attachment A financing statement.
						
	 Cooper Tire & Rubber Company
	  	DE	  	State	  	 Signature Financial, LLC
  

Assignor: GSG Financial LLC
	  	 UCC: 20143311941
 File Date: 8/8/14
	  	All of the equipment and personal property and all modifications thereto etc leased pursuant to Lease Schedule No. 149 to Master Lease Agreement, dated 11/1/06 described fully on financing statement.
						
	 Cooper Tire & Rubber Company
	  	DE	  	State	  	 Signature Financial, LLC
  

Assignor: GSG Financial LLC
	  	 UCC: 20143817061
 File Date: 9/24/14
	  	All of the equipment and personal property and all modifications thereto etc leased pursuant to Lease Schedule No. 148 to Master Lease Agreement, dated 11/1/06 described fully on financing
statement.









											
	 Debtor
	  	State	  	Jurisdiction	  	 Secured Party
	  	 UCC Filing

No./Filing Date
	  	 Collateral

	 Cooper Tire & Rubber Company
	  	DE	  	State	  	 Signature Financial, LLC
  

Assignor: GSG Financial LLC
	  	 UCC: 20144296455

File Date: 10/24/14
	  	All of the equipment and personal property and all modifications thereto etc leased pursuant to Equipment Schedule No. 152 to Master Lease Agreement, dated 11/1/06 described fully on financing statement.
						
	 Cooper Tire & Rubber Company
	  	DE	  	State	  	 First Eagle Bank
  

Assignor: GSG Financial LLC
	  	 UCC: 20144296513
 File Date: 10/24/14
	  	All of the equipment and personal property and all modifications thereto etc leased pursuant to Equipment Schedules to Master Lease Agreement, dated 11/1/06 described fully on financing statement.
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	HARBOR CAPITAL LEASING, LLC	  	 UCC: 20144430625
 File Date: 11/4/14
	  	All present and future goods leased pursuant to Master Lease Agreement, dated 10/31/14
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	 Original Secured Parties:
  

1) IEMFS, LTD.
  

2) FLEXX
  

Assigned to GSG FINANCIAL LLC (CONTACT JESSICA GELTZEILER) (12/29/14)
  

Assigned to BANKFINANCIAL, F.S.B. (1/12/15)
	  	 UCC: 20145010160
 File Date: 12/10/14

 
 Assignment: 20145273891

File Date: 12/29/14
  

Assignment: 20150133230
 File Date: 1/12/15
	  	Leased Equipment described on Schedule A to financing statement
						
	 COOPER TIRE & RUBBER COMPANY
	  	DE	  	State	  	GSG FINANCIAL LLC	  	 UCC: 20150021815
 File Date: 1/5/15
	  	All of the equipment and personal property and all modifications thereto etc leased pursuant to Lease Schedule Nos. 154 and 45B to Master Lease Agreement, dated 11/1/06 described fully on financing statement.








 Schedule 6.04 

Investments, Loans, Advances, Guarantees and Acquisitions 
  

	 	1.	Investments in the equity interests of each Subsidiary. 

  

	 	2.	Investments in the equity interests of Ilpea Equity, LLC, a Delaware limited liability company, and Elemica, Inc., a Delaware corporation. 


 

	 	3.	Investments under each Cash Pooling Arrangement. 

  

	 	4.	Industrial Revenue Bonds (as defined in Schedule 6.01). 

  

	 	5.	IRB Guaranty (as defined in Schedule 6.01). 

  

	 	6.	Cooper Kunshan Guaranty (as defined in Schedule 6.01). 

  

	 	7.	Each intercompany loan described in the table below: 

  

											
	 Borrower
	  	 Lender
	  	Currency	 	  	Line of Credit	 
	 Cooper Tire & Rubber Company Serbia d.o.o.
	  	Cooper Tire & Rubber Holding B.V.	  	 	EUR	  	  	 	40,000,000.00	  
	 Cooper Tire & Rubber Company Serbia d.o.o.
	  	Cooper Tire & Rubber Holding B.V.	  	 	EUR	  	  	 	4,000,000.00	  
	 Cooper Tire & Rubber Company Serbia d.o.o.
	  	Cooper Tire & Rubber Holding B.V.	  	 	EUR	  	  	 	15,000,000.00	  
	 Cooper Tire & Rubber Company (Barbados) Ltd.
	  	Cooper Tire & Rubber Company	  	 	USD	  	  	 	15,000,000.00	  
	 Cooper Receivables, LLC*
	  	Cooper Tire & Rubber Company	  	 	USD	  	  	 	208,317,089.70	  
	 Cooper Tire (China) Investment Co., Ltd.
	  	Cooper (Kunshan) Tire Co., Ltd.	  	 	USD	  	  	 	3,000,000.00	  
	 CTBX Company, Agencia en Chile
	  	Cooper Tire & Rubber Company	  	 	USD	  	  	 	25,000.00	  

  

	*	Balance is as of April 30, 2015 








 Schedule 6.05 

Dispositions 
 Pursuant to
a Memorandum of Understanding, dated September 2, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time), by and among the State of Mississippi, acting by and through the Mississippi Development
Authority, the City of Tupelo, Mississippi, Lee County, Mississippi, and the Company, the Company has agreed to gift and transfer ownership of a minimum of Twenty Million Dollars ($20,000,000) of building value to Lee County, Mississippi, as set
forth therein. 







 Schedule 6.10 

Restrictive Agreements 
  

	 	1.	Receivables Securitization Facility 

  

	 	2.	Existing Indenture 

  

	 	3.	Existing Senior Unsecured Notes 

  

	 	4.	Each agreement listed in Schedule 6.01 








 EXHIBIT A 

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

					
	1.		Assignor:		                                      
                      
			
	2.		Assignee:		                                      
                      
					[and is an Affiliate/Approved Fund of [identify Lender]
			
	3.		Borrowers:		                                      
                      
			
	4.		Administrative Agent:		JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
			
	5.		Credit Agreement:		Credit Agreement dated as of May 27, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign
Subsidiary Borrowers party thereto from time to time, as Borrowers, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.


  
 1 









	6.	Assigned Interest: 

  

													
	 Facility Assigned
	  	Aggregate Amount of
Commitment/Loans for
all Lenders	 	  	Amount of
Commitment/Loans
Assigned	 	  	Percentage Assigned of
Commitment/Loans	 
		  	$	            	  	  	$	            	  	  	 	            	% 
		  	$	            	  	  	$	            	  	  	 	            	% 
		  	$	            	  	  	$	            	  	  	 	            	% 

 Effective Date:
                    , 20        [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE
OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR. 
 The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire
in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the Loan Parties and their Related Parties or their respective securities)
will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. 

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

 

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	ASSIGNEE
	
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 2 









			
	Consented to and Accepted:
	
	JPMORGAN CHASE BANK, N.A., as
	 Administrative Agent, Swingline Lender and an Issuing Bank

		
	By:		  

	Name:		  

	Title:		  

	
	[Consented to:]

 [NAME OF EACH RELEVANT PARTY REQUIRED UNDER THE
CREDIT AGREEMENT] 
  

			
	By:		  

	Name:		  

	Title:		  



  
 3 








 ANNEX 1 to ASSIGNMENT AND ASSUMPTION 

COOPER TIRE & RUBBER COMPANY 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any
Subsidiary or Affiliate or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any Subsidiary or Affiliate, or any other Person of any of their respective obligations under any Loan
Document. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in
the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender and is not an Ineligible Institution, (iii) from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) attached to the Assignment and Assumption is any
documentation (including any Tax forms or documentation) required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the 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 Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. 

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee
and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System (as defined in the Credit Agreement) shall be
effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 1 








 EXHIBIT B 

[FORM OF] 
 BORROWING REQUEST 

JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 

10 South Dearborn, Floor L2 
 Suite IL1-0480 

Chicago, IL, 60603-2300 
 Attention: Dustin Thompson 

Fax No: 844-490-5663 
 Email: jpm.agency.cri@jpmorgan.com1 
 Date:
                     
 Re: Credit Agreement
dated as of May 27, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party
thereto from time to time, as Borrowers, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 
 Ladies and Gentlemen: 

Reference is hereby made to the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement. 
 The Borrower Representative hereby gives you notice pursuant to Section 2.03 of the Credit Agreement
that it requests a Revolving Borrowing under the Credit Agreement, and in that connection the Borrower Representative specifies the following information with respect to such Revolving Borrowing requested hereby: 

 

	1.	Name of Borrower:              

  

	2.	Aggregate principal amount of Borrowing2:              


 

	3.	Date of Borrowing (which shall be a Business Day):              


 

	4.	Type of Borrowing (ABR or Eurocurrency):              

  

	5.	Interest Period and the last day thereof (if a Eurocurrency Borrowing)3:             


  
  

	1	Alternate address for borrowings by Foreign Subsidiary Borrower to be used if specified in writing by the Administrative Agent to the Borrower Representative



	2 	Not less than applicable amounts specified in Section 2.02(c). 


	3 	Which must comply with the definition of “Interest Period” and end not later than the Revolving Credit Maturity Date. 


	


  
 1 









	6.	Agreed Currency:              

  

	7.	Location and number of Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be disbursed:
             

 The Borrower Representative hereby represents and
warrants that the conditions to lending specified in Section[s] [4.01 and]4 4.02 of the Credit Agreement are satisfied as of the date hereof. 

The undersigned has duly executed and delivered this request by its authorized officer as of the day and year first above written. 

 

			
	COOPER TIRE & RUBBER COMPANY, as Borrower Representative
		
	By:		  

	Name:		  

	Title:		  



  
  

	4 	To be included only upon Effective Date. 


  
 2 








 EXHIBIT C 

[FORM OF] 
 INTEREST ELECTION
REQUEST 
 JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 

10 South Dearborn, Floor L2 
 Suite IL1-0480 

Chicago, IL, 60603-2300 
 Attention: Dustin Thompson 

Fax No: 844-490-5663 
 Email: jpm.agency.cri@jpmorgan.com5 
 Date:
                     
 Re: Credit Agreement
dated as of May 27, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party
thereto from time to time, as Borrowers, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 
 Ladies and Gentlemen: 

Reference is hereby made to the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement. 
 The Borrower Representative hereby gives you notice pursuant to Section 2.08 of the Credit Agreement
that it requests to [convert][continue] an existing Revolving Borrowing under the Credit Agreement, and in that connection Borrower Representative specifies the following information with respect to such [conversion][continuation] requested hereby:

  

	1.	List Borrower, date, Type, principal amount, Agreed Currency and Interest Period (if applicable) of existing Borrowing:              


 

	2.	Aggregate principal amount of resulting Borrowing:              


 

	3.	Effective date of interest election (which shall be a Business Day):              


 

	4.	Type of Borrowing (ABR or Eurocurrency):              

  

	5.	Interest Period and the last day thereof (if a Eurocurrency Borrowing)6:
            

  

	6.	Agreed Currency:              

  

 

	5 	Alternate address for borrowings by Foreign Subsidiary Borrower to be used if specified in writing by the Administrative Agent to the Borrower Representative 


	6 	Which must comply with the definition of “Interest Period” and end not later than the date required under the Credit Agreement 


  
 1 








 The undersigned has duly executed and delivered this election by its authorized officer as of the day and year
first above written. 
  

			
	COOPER TIRE & RUBBER COMPANY, as Borrower Representative
		
	By:		  

	Name:		  

	Title:		  




  
 2 








 EXHIBIT D 

JOINDER AGREEMENT 
 THIS JOINDER
AGREEMENT (this “Agreement”), dated as of [        ], is entered into between
                                        ,
a                      (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the
“Administrative Agent”) under that certain Credit Agreement dated as of May 27, 2015 (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) among Cooper Tire & Rubber
Company, a Delaware corporation, any Foreign Subsidiary Borrowers party thereto from time to time, as Borrowers, the Lenders party thereto, and the Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have
the meanings set forth in the Credit Agreement. 
 The New Subsidiary and the Administrative Agent, for the benefit of the Secured Parties,
hereby agree as follows: 
 1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New
Subsidiary will be deemed to be a “Foreign Subsidiary Borrower” for all purposes of the Credit Agreement and shall have all of the obligations of a Foreign Subsidiary Borrower and a Loan Party thereunder as if it had executed the Credit
Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and
warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all terms, provisions and conditions contained of each Foreign
Subsidiary Borrower in Article II of the Credit Agreement. 
 2. If required, the New Subsidiary is, simultaneously with the execution of
this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement. 

3. The address of the New Subsidiary for purposes of Section 9.01 of the Credit Agreement is as follows: 

 

			
			  

			  

			  


 4. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be an original, but all of which together shall constitute one and the same instrument. 
 5. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

  
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 IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its
authorized officer, and the Administrative Agent, for the benefit of the Secured Parties, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 

 

			
	[NEW SUBSIDIARY]
		
	By:		  

	Name:		  

	Title:		  

	
	Acknowledged and accepted:
	
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:		  

	Name:		  

	Title:		  




  
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 EXHIBIT E 

[FORM OF] 
 NOTE 

                    , 2015 

FOR VALUE RECEIVED, the undersigned, [BORROWER], a [            ] (the “Borrower”),
hereby unconditionally promises to pay to [LENDER NAME] (the “Lender”) the aggregate unpaid Dollar Amount of all Loans made by the Lender to the Borrower pursuant to the “Credit Agreement” (as defined below) on the Revolving
Credit Maturity Date or on such earlier date as may be required by the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement. 

The undersigned Borrower promises to pay interest on the unpaid principal amount of each Loan made to it from the date of such Loan until such principal
amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement. 

At the time of each Loan, and upon each payment or prepayment of principal of each Loan, the Lender shall make a notation either on the schedule attached
hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Loan, the respective Interest Period thereof (in the case of Eurocurrency Loans) or the amount of principal paid or prepaid
with respect to such Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Obligations of the undersigned Borrower hereunder or under the Credit Agreement. 

This Note is one of the notes referred to in, and is entitled to the benefits of, that certain Credit Agreement dated as of May 27, 2015 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party thereto from time to time, as Borrowers,
the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 
 The Credit Agreement, among other things, (i) provides for the
making of Loans by the Lender to the undersigned Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar Amount of such Lender’s Commitment, the indebtedness of the undersigned Borrower resulting from
each such Loan to it being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof
upon the terms and conditions therein specified. 

  
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 To the extent permitted by law, demand, presentment, protest and notice of nonpayment and protest are hereby
waived by the Borrower. Whenever in this Note reference is made to the Administrative Agent, the Lender or the Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions
of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. 
 This Note shall be construed in accordance with and
governed by the law of the State of New York. 
  

			
	[BORROWER]
		
	By:		  

	Name:		  

	Title:		  




  
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 SCHEDULE OF LOANS AND PAYMENTS OR PREPAYMENTS 

 

													
	 Date
	  	Amount of
Loan	  	Type of
Loan
Currency	  	Interest
Period/Rate	  	Amount of
Principal
Paid or
Prepaid	  	Unpaid
Principal
Balance	  	Notation
Made By
		  		  		  		  		  		  	


  
 3 








 EXHIBIT F-1 

U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of May 27, 2015 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party thereto from time to time, as Borrowers, the Lenders party thereto, and JPMorgan Chase Bank,
N.A., as Administrative Agent. 
 Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies
that (i) it is the sole record and Beneficial Owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A)
of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in
Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower Representative with a
certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

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

			
	[NAME OF LENDER]
		
	By:		  

	Name:		  

	Title:		  


 Date:
                         , 20[    ] 

  
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 EXHIBIT F-2 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of May 27, 2015 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party thereto from time to time, as Borrowers, the Lenders party thereto, and
JPMorgan Chase Bank, N.A., as Administrative Agent. 
 Pursuant to the provisions of Section 2.17 of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record and Beneficial Owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of
the Code. 
 The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or
IRS Form W-8BEN-E, as applicable (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing,
and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:		  

	Name:		  

	Title:		  


 Date:
                         , 20[    ] 

  
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 EXHIBIT F-3 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of May 27, 2015 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party thereto from time to time, as Borrowers, the Lenders party thereto, and JPMorgan Chase Bank,
N.A., as Administrative Agent. 
 Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies
that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole Beneficial Owners of such participation, (iii) with respect such
participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect
partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. 
 The
undersigned has furnished its participating Lender with IRS Form W-8IMY (or any successor form) (or any successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption:
(i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form), or (ii) an IRS Form W-8IMY (or any successor form) (or any successor form) accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any
successor form), from each of such partner’s/member’s Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:		  

	Name:		  

	Title:		  


 Date:
                         , 20[    ] 

  
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 EXHIBIT F-4 

[FORM OF] 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of May 27, 2015 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party thereto from time to time, as Borrowers, the Lenders party thereto, and JPMorgan Chase Bank,
N.A., as Administrative Agent. 
 Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies
that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole Beneficial Owners of such
Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a
bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent
shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in
Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower Representative with IRS
Form W-8IMY (or any successor form) (or any successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as
applicable (or any successor form), or (ii) an IRS Form W-8IMY (or any successor form) (or any successor form) accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form), from each of such
partner’s/member’s Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

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

			
	[NAME OF LENDER]
		
	By:		  

	Name:		  

	Title:		  


 Date:
                         , 20[    ] 

  
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 EXHIBIT G 

[FORM OF] 
 FOREIGN SUBSIDIARY
BORROWER TERMINATION NOTICE 
 JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 

10 South Dearborn, Floor L2 
 Suite IL1-0480 

Chicago, IL, 60603-2300 
 Attention: Dustin Thompson 

Fax No: 844-490-5663 
 Email: jpm.agency.cri@jpmorgan.com

 Date:                      

Re: Credit Agreement dated as of May 27, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party thereto from time to time, as Borrowers, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

 Ladies and Gentlemen: 
 Reference is hereby made to the
Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

The Company hereby terminates the status of [            ] (the “Terminated Borrowing
Subsidiary”) as a Foreign Subsidiary Borrower under the Credit Agreement. The Company represents and warrants that no Loans or Letters of Credit made or issued to the Terminated Borrowing Subsidiary are outstanding as of the date hereof and
that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest, fees and/or other amounts pursuant to the Credit Agreement have been paid in full on or prior to the date hereof. This instrument shall be construed in
accordance with and governed by the laws of the State of New York. 
 The undersigned has duly executed and delivered this notice its authorized officer as
of the day and year first above written. 
  

			
	COOPER TIRE & RUBBER COMPANY
		
	By:		  

	Name:		  

	Title:		  




  
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 EXHIBIT H 

COMPLIANCE CERTIFICATE 
  

	To:	The Lenders party to the 


	    	Credit Agreement described below 

 This Compliance Certificate (“Certificate”), for
the period ended                          , 201    , is furnished pursuant to that
certain Credit Agreement dated as of May 27, 2015 (as amended, modified, renewed or extended from time to time, the “Agreement”) among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers
party thereto from time to time, as Borrowers, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. Unless otherwise defined herein, capitalized terms used in this Certificate have the meanings ascribed thereto in the
Agreement. 
 THE UNDERSIGNED HEREBY CERTIFIES ON ITS BEHALF AND ON BEHALF OF THE BORROWERS THAT: 

1. I am the                      of the
Borrower Representative and I am authorized to deliver this Certificate on behalf of the Borrowers and their Subsidiaries; 
 2. I have
reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the compliance of the Borrowers and their Subsidiaries with the Agreement during the accounting period covered by the attached
financial statements (the “Relevant Period”); 
 3. The attached financial statements of the Company and, as applicable, its
Subsidiaries and/or Affiliates for the Relevant Period: (a) have been prepared on an accounting basis (the “Accounting Method”) consistent with the requirements of the Agreement and, except as may have been otherwise expressly agreed
to in the Agreement, in accordance with GAAP consistently applied, and (b) to the extent that the attached are not the Company’s annual fiscal year end statements, are subject to normal year-end audit adjustments and the absence of
footnotes; 
 4. The examinations described in paragraph 2 did not disclose and I have no knowledge of, except as set forth below,
(a) the existence of any condition or event which constitutes a Default or an Event of Default under the Agreement or any other Loan Document during or at the end of the Relevant Period or as of the date of this Certificate or (b) any
change in the Accounting Method or in the application thereof that has occurred since the date of the annual financial statements delivered to the Administrative Agent in connection with the closing of the Agreement or subsequently delivered as
required in the Agreement; 
 5. I hereby certify that, except as set forth below, no Loan Party has changed (i) its name,
(ii) its chief executive office, (iii) its principal place of business, (iv) the type of entity it is or (v) its state of incorporation or organization without having given the Administrative Agent the notice required by the
Security Agreement; 
 6. Schedule I attached hereto sets forth financial data and computations evidencing the Borrowers’
compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct; and 

  
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 7. Schedule II hereto sets forth the computations necessary to determine the Applicable
Rate commencing on the Business Day this Certificate is delivered. 
 Described below are the exceptions, if any, referred to in paragraph 4
hereof by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrowers have taken, are taking, or propose to take with respect to each such condition or event: 

			
			  

			  

			  


 The foregoing certifications, together with the computations set forth in Schedule I and Schedule II hereto
and the financial statements delivered with this Certificate in support hereof, are made and delivered this      day of             ,
    . 
  

			
	                                    
                                    ,
	as the Borrower Representative
		
	By:		  

	Name:		  

	Title:		  




  
 2 








 Schedule I to Compliance Certificate 

Compliance as of
                    ,              with 

Provisions of 6.12(a) and (b) of the Agreement 

  
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 Schedule II to Compliance Certificate 

Borrowers’ Applicable Rate Calculation 

  
 1