TRIMAS CORP - FORM 8-K - EX-10.1

Attached files

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EX-99.1 - EX-99.1 - TRIMAS CORP	d431929dex991.htm
EX-4.1 - EX-4.1 - TRIMAS CORP	d431929dex41.htm
8-K - FORM 8-K - TRIMAS CORP	d431929d8k.htm

Exhibit 10.1

EXECUTION COPY

REPLACEMENT REVOLVING FACILITY AMENDMENT

REPLACEMENT REVOLVING FACILITY AMENDMENT, dated as of September 20, 2017 (this “Amendment”), to the CREDIT AGREEMENT, dated as of October 16, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, by that certain Replacement Facility Amendment dated as of June 30, 2015, that certain Foreign Subsidiary Borrowing Agreement and Amendment, dated as of January 10, 2017 and that certain Amendment, dated as of March 8, 2017, the “Credit Agreement”), among TRIMAS CORPORATION (“Holdings”), TRIMAS COMPANY LLC, (the “Parent Borrower”), the subsidiary borrowers from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), and the other agents party thereto.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Parent Borrower and the subsidiary borrowers;

WHEREAS, the Parent Borrower has (i) decided to repay in full all of the outstanding Term Loans, (ii) requested that all of the outstanding Revolving Commitments (the “Existing Revolving Commitments”; the loans outstanding thereunder immediately prior to the Effective Date (as defined below), the “Existing Revolving Loans”, and the Lenders holding such Existing Revolving Commitments or Existing Revolving Loans, collectively, the “Existing Revolving Lenders”) be replaced with a new revolving facility (the “Amended Facility”) in accordance with Section 10.02(d)(ii) of the Credit Agreement by obtaining new revolving commitments (the “New Revolving Commitments”; and the loans thereunder, the “New Revolving Loans”) and (iii) requested that the Credit Agreement be amended in the form attached hereto as Exhibit A (the “Amended Credit Agreement”);

WHEREAS, Section 10.02(d)(ii) of the Credit Agreement permits the Parent Borrower to amend the Credit Agreement, with the written consent of the Administrative Agent, the Parent Borrower and the Lenders providing the Amended Facility, to replace the Existing Revolving Commitments and refinance the Existing Revolving Loans with the Amended Facility and the proceeds thereof;

WHEREAS, upon the occurrence of the Effective Date, the New Revolving Commitments and New Revolving Loans will replace and refinance, as applicable, the Existing Revolving Commitments and the Existing Revolving Loans;

WHEREAS, upon the occurrence of the Effective Date, the Credit Agreement will be deemed amended in the form of the Amended Credit Agreement;

WHEREAS, JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as joint lead arrangers and joint bookrunners in connection with the transactions contemplated by this Amendment and the Amended Credit Agreement (in such capacities, the “Lead Arrangers”);

WHEREAS, each Existing Revolving Lender that executes and delivers a signature page to this amendment (a “Lender Addendum”) and in connection therewith agrees (x) to continue all of its Existing Revolving Commitments as New Revolving Commitments (such continued commitments, the “Continued Revolving Commitments”; and such Lenders, the “Continuing Revolving Lenders”) and (y) to the terms of the Amended Credit Agreement will thereby (i) agree to the terms of this Amendment and

the Amended Credit Agreement, (ii) agree to continue all of its Existing Revolving Commitments in a principal amount equal to the aggregate amount of such Existing Revolving Commitments so continued (or such lesser amount as notified to such Lender by the Lead Arrangers prior to the Effective Date) and (iii) agree to make New Revolving Loans from time to time;

WHEREAS, subject to the preceding recitals, each Person (other than a Continuing Revolving Lender in its capacity as such) that executes and delivers a Lender Addendum and agrees in connection therewith (x) to make New Revolving Commitments (such New Revolving Commitments, the “Additional Revolving Commitments”, and the loans thereunder, the “Additional Revolving Loans”, and the Lenders of such Additional Revolving Commitments and Additional Revolving Loans, the “Additional Revolving Lenders”; and the Additional Revolving Lenders together with the Continuing Revolving Lenders, the “New Revolving Lenders”) to the terms of the Amended Credit Agreement will thereby (i) agree to the terms of this Amendment and the Amended Credit Agreement, (ii) commit to make Additional Revolving Commitments to the Borrower on the Effective Date as New Revolving Commitments in an amount as is determined by the Lead Arrangers and notified to such Additional Revolving Lender prior to the Effective Date and (iii) agree to make Additional Revolving Loans from time to time;

WHEREAS, upon the occurrence of the Effective Date, subject to the provisions of Section 2.06(d) of the Amended Credit Agreement, the proceeds of the New Revolving Loans will be used by the Parent Borrower to repay in full the outstanding principal amount of the Existing Revolving Loans;

WHEREAS, the New Revolving Lenders are severally willing to (i) continue their Existing Revolving Commitments as New Revolving Commitments and/or make New Revolving Commitments, as the case may be, and make New Revolving Loans from time to time and (ii) agree to the terms of this Amendment and the Amended Credit Agreement; and

WHEREAS, the Parent Borrower, the Administrative Agent and the New Lenders are willing to agree to this Amendment and the Amended Credit Agreement on the terms set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1. Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. New Revolving Commitments.

(a) Subject to the terms and conditions set forth herein (i) each Continuing Revolving Lender agrees to continue all (or such lesser amount as notified to such Lender by the Lead Arranger prior to the Effective Date) of its Existing Revolving Commitments as New Revolving Commitments on the date requested by the Parent Borrower to be the Effective Date in a principal amount equal to such Continuing Revolving Lender’s New Revolving Commitment (as defined below), (ii) each Additional Revolving Lender agrees to provide New Revolving Commitments on and after such date to the Parent Borrower and the Foreign Subsidiary Borrowers in a principal amount equal to such Additional Revolving Lender’s New Revolving Commitment and (iii) each New Revolving Lender agrees to the terms of this Amendment and the Amended Credit Agreement.

(b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and a New Revolving Lender as of the Effective Date by executing and delivering to the

Administrative Agent, on or prior to the Effective Date, a Lender Addendum in its capacity as a New Revolving Lender. The Parent Borrower shall give notice to the Administrative Agent of the proposed Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each New Revolving Lender thereof. For the avoidance of doubt, (x) the Existing Revolving Commitments of a Continuing Revolving Lender must be continued in whole and may not be continued in part unless approved by the Lead Arrangers and (y) each Additional Revolving Lender must be reasonably acceptable to the Administrative Agent, the Foreign Currency Agent, the Fronting Lender, each Issuing Bank and each Swingline Lender (it being understood and agreed that each such Person’s execution of a signature page hereto shall be deemed to constitute approval of each Additional Revolving Lender that is a party hereto).

(c) The New Revolving Commitments of each New Revolving Lender will be available to the Parent Borrower and the Foreign Subsidiary Borrowers (including, with respect to New Revolving Lenders that are Foreign Currency Lenders, for Foreign Currency Loans in accordance with the Amended Credit Agreement) on the Effective Date. The “New Revolving Commitment” of (i) any Continuing Revolving Lender will be the amount of its Existing Revolving Commitment as set forth in the Register as of the Effective Date (or such lesser amount as notified to such Lender by the Lead Arrangers prior to the Effective Date), which shall be continued as an equal amount of New Revolving Commitments and (ii) of any Additional Revolving Lender will be such amount (not exceeding any commitment offered by such Additional Revolving Lender) allocated to it by the Lead Arrangers and notified to it on or prior to the Effective Date. The Commitments of the New Revolving Lenders are several, and (subject to Section 2.22 of the Amended Credit Agreement) no such Lender will be responsible for any other such Lender’s failure to make or acquire its New Revolving Loans.

(d) The obligation of each New Revolving Lender to make, provide or acquire by continuation New Revolving Commitments on the Effective Date is subject to the satisfaction of the conditions set forth in Section 3 of this Amendment.

(e) On and after the Effective Date, each reference in the Amended Credit Agreement to (i) “Revolving Commitments” shall be deemed a reference to the New Revolving Commitments contemplated hereby and (ii) “Revolving Loans” shall be deemed a reference to the New Revolving Loans contemplated hereby, except in each case as the context may otherwise require. Notwithstanding the foregoing, except as set forth in Section 2(h) of this Amendment, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Revolving Lender in respect of such Lender’s Existing Revolving Commitments and Existing Revolving Loans.

(f) On the Effective Date, all Existing Revolving Loans shall be deemed repaid and (to the extent set forth in the Borrowing Request requesting Revolving Loans to be made on the Effective Date) reborrowed as New Revolving Loans in accordance with Section 2.06(d) of the Amended Credit Agreement.

(g) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Lead Arrangers, any Lender with Existing Revolving Commitments that all or any portion of which are not continued as Continued Revolving Commitments as contemplated hereby (“Non-Continued Revolving Commitments”) shall, automatically upon receipt of the amount necessary to purchase, at par, the portion of such Lender’s Existing Revolving Commitments constituting Non-Continued Revolving Commitments and any related outstanding revolving loans in connection therewith and pay all accrued interest and fees thereon, be deemed to have assigned such Non-Continued Revolving Commitments and related outstanding revolving loans pursuant to a form of Assignment and Assumption and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith.

(h) Each Lender party hereto and the Parent Borrower agree that with respect to any payment or deemed payment of Existing Revolving Loans on the Effective Date, any amounts payable pursuant to Section 2.16 of the Credit Agreement as a result of such payment or deemed payment are hereby waived by each Continuing Revolving Lender.

SECTION 3. Effective Date. This Amendment (subject to Section 4), and the obligation of each New Revolving Lender to provide New Revolving Commitments and make New Revolving Loans, shall become effective as of the date (the “Effective Date”) on which the conditions set forth in Section 4.04 of the Amended Credit Agreement have been satisfied.

SECTION 4. Representations and Warranties.

(a) Holdings and the Parent Borrower hereby represent that (i) the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct as of the Amendment Effective Date and (ii) at the time of and immediately after giving effect to the Amendment Effective Date, no Default has occurred and is continuing.

(b) Each Loan Party represents and warrants to each of the Lenders and the Administrative Agent that (i) the Transactions (as defined in the Amended Credit Agreement) to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary action and (ii) this Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 5. Amendment to Credit Agreement. Effective as of the Effective Date: (a) the Credit Agreement is hereby amended and restated in its entirety in the form of the Amended Credit Agreement set forth as Exhibit A hereto and (b) the schedules to the Credit Agreement are amended and restated in their entirety in the form appended to the Amended Credit Agreement. All exhibits to the Credit Agreement, in the forms thereof immediately prior to the Effective Date, will continue to be exhibits to the Amended Credit Agreement mutatis mutandis.

SECTION 6. Effect of Amendment.

6.1. Except as expressly set forth herein and in the Amended Credit Agreement, neither this Amendment nor the Amended Credit Agreement shall by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, or alter, modify, amend or in any way affect any of the terms, conditions, obligations, guarantees, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and affect. The Parent Borrower and each other Loan Party (i) acknowledges, renews and extends its continued liability under the Credit Agreement and any other Loan Document, (ii) acknowledges and agrees that its guarantee of the Obligations (as such term is defined giving effect to this Amendment) continues in full force and effect, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Amendment and (iii) acknowledges and agrees that all of the Liens and security interests created and arising under any Loan Document remain in full force and effect and continue to secure its Obligations

(as such term is defined giving effect to this Amendment), unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Amendment, except as provided in the Amended Credit Agreement (including, without limitation, Section 10.15 thereof). Nothing herein shall be deemed to entitle the Parent Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. Except as expressly set forth herein or in the Amended Credit Agreement (including, without limitation, Section 10.15 thereof), nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan Document.

6.2. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement).

6.3. Except as expressly provided herein or in the Amended Credit Agreement, the Amended Facility shall be subject to the terms and provisions of the Amended Credit Agreement and the other Loan Documents.

SECTION 7. General.

7.1. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

7.2. Costs and Expenses. The Parent Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

7.3. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

7.4. Amendments. This Amendment may be amended, modified or supplemented only by a writing signed by the Required Lenders (as defined in the Amended Credit Agreement) and the Parent Borrower; provided that any amendment or modification that would require the consent of all Lenders or all affected Lenders if made under the Amended Credit Agreement shall require the consent of all Lenders (as defined in the Amended Credit Agreement) or all affected Lenders (as defined in the Amended Credit Agreement), as applicable.

7.5. Headings. The headings of this Amendment are used for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Remainder of Page Intentionally Left Blank]

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


TRIMAS CORPORATION



By:		/s/ Robert J. Zalupski
		Name: Robert J. Zalupski
		Title: Vice President



TRIMAS COMPANY LLC



By:		/s/ Robert J. Zalupski
		Name: Robert J. Zalupski
		Title: Vice President



AEROSPACE FINANCE HOLDINGS LLC
ALLFAST FASTENING SYSTEMS, LLC
ARMINAK & ASSOCIATES, LLC
ARROW ENGINE COMPANY
COMPAC CORPORATION
INNOVATIVE MOLDING
LAMONS GASKET COMPANY
MAC FASTENERS, INC.
MARTINIC ENGINEERING, INC.
MONOGRAM AEROSPACE FASTENERS, INC.
NI INDUSTRIES, INC.
NORRIS CYLINDER COMPANY
NORRIS TOOLING LLC
RIEKE-ARMINAK CORP.
RIEKE CORPORATION
RIEKE LEASING CO., INCORPORATED
TRIMAS INTERNATIONAL HOLDINGS LLC



By:		/s/ Robert J. Zalupski
		Name: Robert J. Zalupski
		Title: Vice President



RIEKE-LAMONS NEDERLAND HOLDINGS B.V.



By:		/s/ Willem Zanting
		Name: Willem Zanting
		Title: Director A

Signature Page to Amendment



RIEKE-LAMONS NEDERLAND HOLDINGS B.V.



By:		/s/ Joshua A. Sherbin
		Name: Joshua A. Sherbin
		Title: Director B



TRIMAS CORPORATION LIMITED



By:		/s/ Joshua A. Sherbin
		Name: Joshua A. Sherbin
		Title: Director



TRIMAS UK AEROSPACE HOLDINGS LIMITED



By:		/s/ Joshua A. Sherbin
		Name: Joshua A. Sherbin
		Title: Secretary


JPMORGAN CHASE BANK, N.A., as Administrative Agent, as a Lender, as a Fronting Lender, as an Issuing Bank and as a Swingline Lender

By:		/s/ Richard Barritt
		Name: Richard Barritt
		Title: Vice President

J.P. MORGAN EUROPE LIMITED, as Foreign Currency Agent

By:		/s/ Mark Ryan
		Name: Mark Ryan
		Title: Vice President

CONTINUING REVOLVING

LENDER ADDENDUM

This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment, dated as of September 20, 2017 (the “Amendment”) to the Credit Agreement dated as of October 16, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, including, without limitation, by that certain Replacement Facility Amendment dated as of June 30, 2015, that certain Foreign Subsidiary Borrowing Agreement and Amendment, dated as of January 10, 2017 and that certain Amendment, dated as of March 8, 2017, the “Credit Agreement”), among TRIMAS CORPORATION (“Holdings”), TRIMAS COMPANY LLC, (the “Parent Borrower”), the subsidiary borrowers from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), and the other agents party thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as a Continuing Revolving Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Amended Credit Agreement, (B) on the terms and subject to the conditions set forth in the Amendment and the Amended Credit Agreement, to continue its Existing Revolving Commitments as New Revolving Commitments on the Effective Date in the amount of its New Revolving Commitment, (C) on the Effective Date to make New Revolving Loans in the amount required to give effect to the provisions of Section 2.06(d) of the Amended Credit Agreement and (D) that on the Effective Date, it is subject to, and bound by, the terms and conditions of the Amended Credit Agreement and other Loan Documents as a Lender thereunder and its New Revolving Commitments and New Revolving Loans will be “Revolving Commitments” or “Revolving Loans”, as applicable, under the Amended Credit Agreement.


Name of Institution:		JPMorgan Chase Bank, N.A.


Executing as a Continuing Revolving Lender:

	By:	/s/ Richard Barritt
		Name: Richard Barritt
		Title: Vice President


For any institution requiring a second signature line:

	By:
		Name:
		Title:

[ ] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS]

CONTINUING REVOLVING

LENDER ADDENDUM


Name of Institution:		Bank of America, N.A.


Executing as a Continuing Revolving Lender:

	By:	/s/ Michael E. Miller
		Name: Michael E. Miller
		Title: Vice President


For any institution requiring a second signature line:

	By:
		Name:
		Title:

[X] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS]

CONTINUING REVOLVING

LENDER ADDENDUM


Name of Institution:		Wells Fargo Bank, National Association


Executing as a Continuing Revolving Lender:

	By:	/s/ Tom Trail
		Name: Tom Trail
		Title: Managing Director


For any institution requiring a second signature line:

	By:
		Name:
		Title:

[X] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS]

CONTINUING REVOLVING

LENDER ADDENDUM


Name of Institution:		Bank of Montreal


Executing as a Continuing Revolving Lender:

	By:	/s/ Joshua Hovermale
		Name: Joshua Hovermale
		Title: Director


For any institution requiring a second signature line:

	By:
		Name:
		Title:

[X] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS]

CONTINUING REVOLVING

LENDER ADDENDUM


Name of Institution:		Bank of Montreal, London Branch


Executing as a Continuing Revolving Lender:

	By:	/s/ Tony Ebdon
		Name: Tony Ebdon
		Title: Managing Director


For any institution requiring a second signature line:

	By:	/s/ Scott Matthews
		Name: Scott Matthews
		Title: CEO

[X] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS]

CONTINUING REVOLVING

LENDER ADDENDUM


Name of Institution:		Citizens Bank, N.A.


Executing as a Continuing Revolving Lender:

	By:	/s/ Stephen Maenhout
		Name: Stephen Maenhout
		Title: Senior Vice President


For any institution requiring a second signature line:

	By:
		Name:
		Title:

[X] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS]

CONTINUING REVOLVING

LENDER ADDENDUM


Name of Institution:		DEUTSCHE BANK AG NEW YORK BRANCH


Executing as a Continuing Revolving Lender:

	By:	/s/ Dusan Lazarov
		Name: Dusan Lazarov
		Title: Director


For any institution requiring a second signature line:

	By:	/s/ Marcus Tarkington
		Name: Marcus Tarkington
		Title: Director

[X] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS]

ADDITIONAL REVOLVING

LENDER ADDENDUM

By executing this Lender Addendum as an Additional Revolving Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Amended Credit Agreement, (B) on the terms and subject to the conditions set forth in the Amendment and the Amended Credit Agreement, to provide New Revolving Commitments on and after the Effective Date in the amount of such Additional Revolving Lender’s New Revolving Commitment, (C) on the Effective Date to make New Revolving Loans in the amount required to give effect to the provisions of Section 2.06(d) of the Amended Credit Agreement and (D) that on the Effective Date, it is subject to, and bound by, the terms and conditions of the Amended Credit Agreement and other Loan Documents as a Lender thereunder and its New Revolving Commitments and New Revolving Loans will be “Revolving Commitments” or “Revolving Loans”, as applicable, under the Amended Credit Agreement.


Name of Institution:		DEUTSCHE BANK AG NEW YORK BRANCH


Executing as an Additional Revolving Lender:

	By:	/s/ Dusan Lazarov
		Name: Dusan Lazarov
		Title: Director


For any institution requiring a second signature line:

	By:	/s/ Marcus Tarkington
		Name: Marcus Tarkington
		Title: Director

[Signature Page to Amendment]

CONTINUING REVOLVING

LENDER ADDENDUM


Name of Institution:		KEYBANK NATIONAL ASSOCIATION


Executing as a Continuing Revolving Lender:

	By:	/s/ Suzannah Valdivia
		Name: Suzannah Valdivia
		Title: Senior Vice President


For any institution requiring a second signature line:

	By:
		Name:
		Title:

[X] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS]

ADDITIONAL REVOLVING

LENDER ADDENDUM


Name of Institution:		KEYBANK NATIONAL ASSOCIATION


Executing as an Additional Revolving Lender:

	By:	/s/ Suzannah Valdivia
		Name: Suzannah Valdivia
		Title: Senior Vice President


For any institution requiring a second signature line:

	By:
		Name:
		Title:

CONTINUING REVOLVING

LENDER ADDENDUM


Name of Institution:		HSBC Bank USA, N.A.


Executing as a Continuing Revolving Lender:

	By:	/s/ Frank Eassa
		Name: Frank Eassa
		Title: Senior Vice President


For any institution requiring a second signature line:

	By:
		Name:
		Title:

[X] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS]

ADDITIONAL REVOLVING

LENDER ADDENDUM


Name of Institution:		HSBC Bank USA, N.A.


Executing as an Additional Revolving Lender:

	By:	/s/ Frank Eassa
		Name: Frank Eassa
		Title: Senior Vice President


For any institution requiring a second signature line:

	By:
		Name:
		Title:

EXHIBIT A

AMENDED CREDIT AGREEMENT

[see attached]


		~~CONFORMED FOR FOREIGN SUBSIDIARY BORROWING AGREEMENT AND AMENDMENT,~~
		~~DATED AS OF JANUARY 10, 2017, and AMENDMENT, DATED AS OF MARCH 8, 2017~~
		EXECUTION COPY
1

2		CREDIT AGREEMENT

3
4		dated as of October 16, 2013,

5
6		among

7
8		TRIMAS CORPORATION,

9
10		TRIMAS COMPANY LLC,

11
12		The Foreign Subsidiary ~~Term~~ Borrowers Party Hereto,
13		~~The Foreign Subsidiary Borrowers Party Hereto,~~
14		The Lenders Party Hereto,

15
16		JPMORGAN CHASE BANK, N.A.,
17		as Administrative Agent and Collateral Agent,

18
19		J.P. MORGAN EUROPE LIMITED,
20		as Foreign Currency Agent,

21
22		and

23
24		BANK OF AMERICA, N.A.,
25		and
26		WELLS FARGO BANK, NATIONAL ASSOCIATION,
27		as Co-Syndication Agents,

28
29		BANK OF MONTREAL,
30		~~RBS~~ CITIZENS BANK, N.A.,
31		DEUTSCHE BANK SECURITIES INC.
32		and
33		~~MUFG UNION BANK, N.A.,~~
34		KEYBANK NATIONAL ASSOCIATION,
35		as Co-Documentation Agents
36
37		As Amended as of ~~June 30~~September 20, ~~2015~~2017

38

39		~~J.P. MORGAN SECURITIES LLC,~~
40		JPMORGAN CHASE BANK, N.A.,
41		MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
42		WELLS FARGO SECURITIES, LLC,
43		as Joint Lead Arrangers and Joint Bookrunners
44


45		TABLE OF CONTENTS
46			Page
47		ARTICLE I
48
49		DEFINITIONS
50	SECTION 1.01	Defined Terms	1
51	SECTION 1.02	Classification of Loans and Borrowings	3848
52	SECTION 1.03	Terms Generally	3848
53	SECTION 1.04	Accounting Terms; GAAP	3948
54	SECTION 1.05	Limited Conditionality Acquisition	49
55	SECTION 1.06	Ratio Calculations; Negative Covenant Classifications.	50

56		ARTICLE II
57
58		THE CREDITS
59	SECTION 2.01	Commitments	3950
60	SECTION 2.02	Loans and Borrowings	4051
61	SECTION 2.03	Requests for Borrowings	4152
62	SECTION 2.04	Swingline Loans	4253
63	SECTION 2.05	Letters of Credit	4355
64	SECTION 2.06	Funding of Borrowings	5061
65	SECTION 2.07	Interest Elections	5163
66	SECTION 2.08	Termination and Reduction of Commitments	5364
67	SECTION 2.09	Repayment of Loans; Evidence of Debt	5365
68	SECTION 2.10	~~Amortization of Term Loans~~ [Reserved]	54
69			66
70	SECTION 2.11	Prepayment of Loans	5567
71	SECTION 2.12	Fees	5769
72	SECTION 2.13	Interest	5970
73	SECTION 2.14	Alternate Rate of Interest	5971
74	SECTION 2.15	Increased Costs	6072
75	SECTION 2.16	Break Funding Payments	6274
76	SECTION 2.17	Taxes	6275
77	SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	6581
78	SECTION 2.19	Mitigation Obligations; Replacement of Lenders	6783
79	SECTION 2.20	Designation of Foreign Subsidiary Borrowers	6884
80	SECTION 2.21	Incremental Facilities	6985
81	SECTION 2.22	Defaulting Lenders	7287
82	SECTION 2.23	Extensions	7490
83	SECTION 2.24	Foreign Currency Participations; Conversion of Foreign Currency Loans	7692
84	SECTION 2.25	Currency Fluctuations	7894
85	SECTION 2.26	Illegality	7995

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			Page
86		ARTICLE III
87
88		REPRESENTATIONS AND WARRANTIES

89	SECTION 3.01	Organization; Powers		7995
90	SECTION 3.02	Authorization; Enforceability		7995
91	SECTION 3.03	Governmental Approvals; No Conflicts		8096
92	SECTION 3.04	Financial Condition; No Material Adverse Change		8096
93	SECTION 3.05	Properties		8096
94	SECTION 3.06	Litigation and Environmental Matters		8197
95	SECTION 3.07	Compliance with Laws and Agreements		8197
96	SECTION 3.08	Investment Company Status		8198
97	SECTION 3.09	Taxes		8198
98	SECTION 3.10	ERISA		8298
99	SECTION 3.11	Disclosure		8298
100	SECTION 3.12	Subsidiaries		8298
101	SECTION 3.13	Insurance		8298
102	SECTION 3.14	Labor Matters		8298
103	SECTION 3.15	Solvency		8299
104	SECTION 3.16	Senior Indebtedness		8399
105	SECTION 3.17	Security Documents		8399
106	SECTION 3.18	Federal Reserve Regulations		84100
107	SECTION 3.19	Anti-Corruption Laws and Sanctions		84100
108	SECTION 3.20	EEA Financial Institutions		100
109	SECTION 3.21	Persons of Significant Control		101

110		ARTICLE IV
111

112		CONDITIONS

113	SECTION 4.01	Closing Date		84101
114	SECTION 4.02	Each Credit Event		86103
115	SECTION 4.03	Credit Events Relating to Foreign Subsidiary Borrowers		86103
116	SECTION 4.04	Conditions to the Restatement Date		87103

117		ARTICLE V
118

119		AFFIRMATIVE COVENANTS

120	SECTION 5.01	Financial Statements and Other Information		89105
121	SECTION 5.02	Notices of Material Events		90107
122	SECTION 5.03	Information Regarding Collateral		91107
123	SECTION 5.04	Existence; Conduct of Business		91108
124	SECTION 5.05	Payment of Obligations		92108
125	SECTION 5.06	Maintenance of Properties		92109
126	SECTION 5.07	Insurance		92109
127	SECTION 5.08	Casualty and Condemnation		92109
128	SECTION 5.09	Books and Records; Inspection and Audit Rights		93109
129	SECTION 5.10	Compliance with Laws		93110
130	SECTION 5.11	Use of Proceeds and Letters of Credit		93110

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			Page

131	SECTION 5.12	Additional Subsidiaries		93110
132	SECTION 5.13	Further Assurances		93110
133	~~SECTION 5.14~~	~~Post-Restatement Date Matters~~		94

134		ARTICLE VI
135
136		NEGATIVE COVENANTS

137	SECTION 6.01	Indebtedness; Certain Equity Securities		94111
138	SECTION 6.02	Liens		97115
139	SECTION 6.03	Fundamental Changes		99117
140	SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions		99118
141	SECTION 6.05	Asset Sales		~~101~~120
142	SECTION 6.06	Sale and Leaseback Transactions		~~102~~122
143	SECTION 6.07	Hedging Agreements		~~102~~122
144	SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness		~~102~~122
145	SECTION 6.09	Transactions with Affiliates		~~105~~126
146	SECTION 6.10	Restrictive Agreements		~~105~~127
147	SECTION 6.11	Amendment of Material Documents		~~105~~128
148	SECTION 6.12	Interest Expense Coverage Ratio		~~106~~128
149	SECTION 6.13	Total Net Leverage Ratio; Senior Secured Net Leverage Ratio		~~106~~128
150	SECTION 6.14	Use of Proceeds		~~106~~128

151		ARTICLE VII
152

153		EVENTS OF DEFAULT

154		ARTICLE VIII
155

156		THE AGENTS

157		ARTICLE IX
158

159		~~COLLECTION ALLOCATION MECHANISM~~[RESERVED]

160	~~SECTION 9.01~~	~~Implementation of CAM~~		~~111~~
161	~~SECTION 9.02~~	~~Letters of Credit~~		~~112~~

162		ARTICLE X
163

164		MISCELLANEOUS

165	SECTION 10.01	Notices		~~113~~136
166	SECTION 10.02	Waivers; Amendments		~~114~~137
167	SECTION 10.03	Expenses; Indemnity; Damage Waiver		~~117~~140
168	SECTION 10.04	Successors and Assigns		~~119~~142
169	SECTION 10.05	Survival		~~122~~145
170	SECTION 10.06	Counterparts; Integration; Effectiveness		~~122~~145
171	SECTION 10.07	Severability		~~122~~146
172	SECTION 10.08	Right of Setoff		~~123~~146
173	SECTION 10.09	Governing Law; Jurisdiction; Consent to Service of Process		~~123~~146

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			Page

174	SECTION 10.10	WAIVER OF JURY TRIAL		~~124~~147
175	SECTION 10.11	Headings		~~124~~147
176	SECTION 10.12	Confidentiality		~~124~~147
177	SECTION 10.13	Interest Rate Limitation		~~125~~148
178	SECTION 10.14	Judgment Currency		~~125~~148
179	SECTION 10.15	~~Obligations Joint and Several~~Release of Mortgages		~~125~~
180				149
181	SECTION 10.16	PATRIOT Act		~~127~~150
182	SECTION 10.17	No Fiduciary Duty		~~127~~150
183	SECTION 10.18	Parallel Debt		~~127~~151
184	SECTION 10.19	No Novation		~~130~~153
185	SECTION 10.20	~~Release of Cequent Group~~Acknowledgement and Consent to Bail-In of EEA		~~130~~
186		Financial Institutions		154
187	SECTION 10.21	MIRE Events		154
188
189

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190	SCHEDULES:

191	Schedule 1.01(a)	–	Existing Letters of Credit
192	Schedule 1.01(b)	–	Administrative Schedule
193	Schedule 1.01(c)	–	Foreign Currency Lenders
194	Schedule 2.01	–	Commitments
195	Schedule 3.05	–	Real Property
196	Schedule 3.06	–	Disclosed Matters
197	Schedule 3.12	–	Subsidiaries
198	Schedule 3.13	–	Insurance
199	Schedule 6.01	–	Existing Indebtedness
200	Schedule 6.02	–	Existing Liens
201	Schedule 6.04	–	Existing Investments
202	Schedule 6.05	–	Asset Sales
203	Schedule 6.09	–	Existing Affiliate Transactions
204	Schedule 6.10	–	Existing Restrictions

205	EXHIBITS:

206	Exhibit A	–	Form of Assignment and Assumption
207	Exhibit B	–	Form of Borrowing Request
208	Exhibit C	–	Form of Foreign Subsidiary Borrowing Agreement
209	Exhibit D	–	Form of Guarantee Agreement
210	Exhibit E	–	Form of Indemnity, Subrogation and Contribution Agreement
211	Exhibit F	–	Form of Mortgage
212	Exhibit G	–	Form of Pledge Agreement
213	Exhibit H	–	Form of Security Agreement
214	Exhibit I	–	Form of U.S. Tax Certificate

-v-


215		CREDIT AGREEMENT (this “Agreement”) dated as of October 16, 2013, as amended
216		as of ~~June 30~~September 20, ~~2015~~2017, among TRIMAS COMPANY LLC, TRIMAS CORPORATION,
217		the ~~SUBSIDIARY TERM BORROWERS party hereto, the~~ FOREIGN SUBSIDIARY BORROWERS
218		party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent
219		and Collateral Agent, and J.P. MORGAN EUROPE LIMITED, as Foreign Currency Agent.

220		RECITALS:

221		In consideration of the premises and the agreements, provisions and covenants herein
222		contained, the parties hereto hereby agree as follows:

223		ARTICLE I
224
225		Definitions

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

228		“ABR,” when used in reference to any Loan or Borrowing, refers to whether such Loan,
229		or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
230		Alternate Base Rate.

231		“Acquisition Lease Financing” means any sale or transfer by the Parent Borrower or any
232		Subsidiary of any property, real or personal, that is acquired pursuant to a Permitted Acquisition, in an
233		aggregate amount not to exceed $75,000,000 at any time after the Restatement Date, which property is
234		rented or leased by the Parent Borrower or such Subsidiary from the purchaser or transferee of such
235		property, so long as the proceeds from such transaction consist solely of cash.

236		“Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any
237		Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied
238		by (b) the Statutory Reserve Rate; provided that if the Adjusted LIBO Rate is less than zero, it shall be
239		deemed to be zero for purposes of this Agreement.

240		“Administrative Agent” means JPMCB, in its capacity as administrative agent for the
241		Lenders hereunder.

242		“Administrative Schedule” means Schedule 1.01(b) to this Agreement, which contains
243		administrative information in respect of (i) each Foreign Currency and each Foreign Currency Loan and
244		(ii) each L/C Foreign Currency and each Letter of Credit denominated in an L/C Foreign Currency.

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

247		“Affiliate” means, with respect to a specified Person, another Person that directly, or
248		indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control
249		with the Person specified.

250		“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the
251		Foreign Currency Agent ~~and~~, the Syndication Agents and the Documentation Agents.

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


253		“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a)
254		the Prime Rate in effect on such day, (b) the ~~Federal Funds Effective~~NYFRB Rate in effect on such day
255		plus ¹⁄₂ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day
256		is not a Business Day, the immediately preceding Business Day) ~~for a deposit in dollars with a maturity of~~
257		~~one month plus 1%. For purposes of clause (c) above~~plus 1%, provided that for the purpose of this
258		definition, the Adjusted LIBO Rate onfor any day shall be ~~the LIBO Rate, two Business Days prior to~~
259		~~such day for deposits in dollars with a maturity of one month~~based on the LIBOR Screen Rate (or if the
260		LIBOR Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at
261		approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a
262		change in the Prime Rate, the ~~Federal Funds Effective~~NYFRB Rate or the Adjusted LIBO Rate shall be
263		effective from and including the effective date of such change in the Prime Rate, the ~~Federal Funds~~
264		~~Effective~~NYFRB Rate or the Adjusted LIBO Rate, ~~as the case may be.~~respectively. If the Alternate Base
265		Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base
266		Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause
267		(c) above. For the avoidance of doubt, if the Alternate Base Rate shall be less than zero, such rate shall be
268		deemed to be zero for purposes of this Agreement.

269		“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction
270		applicable to ~~the Borrower~~Holdings or its Subsidiaries from time to time concerning or relating to bribery
271		or corruption.

272		“Applicable Borrower” has the meaning assigned to such term in Section 2.17(a).

273		“Applicable Percentage” means, at any time, with respect to any Revolving Lender, the
274		percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment. If
275		the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined
276		based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

277		“Applicable Rate” means, for any day, (a) ~~with respect to any ABR Tranche A Term~~
278		~~Loan or Eurocurrency Tranche A Term Loan, the applicable rate per annum set forth below under the~~
279		~~caption “ABR Spread” or “Eurocurrency Spread,” as the case may be, based upon the Leverage Ratio as~~
280		~~of the~~ ~~most recent determination date, (b)~~ ~~with respect to any Incremental Term Loan of any Series, the~~
281		~~rate per annum specified in the Incremental Facility Agreement establishing the Incremental Term~~
282		~~Commitments of such Series, (c~~) with respect to the Commitment Fees, the applicable rate per annum set
283		forth under the caption “Commitment Fee Rate” based upon the Leverage Ratio as of the most recent
284		determination date, (db) with respect to any Swingline Loan, the applicable rate per annum set forth
285		below under the caption “ABR Spread” based upon the Leverage Ratio as of the most recent
286		determination date and (ec) with respect to any ABR Revolving Loan or Eurocurrency Revolving Loan,
287		the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurocurrency Spread,”
288		as the case may be, based upon the Leverage Ratio as of the most recent determination date; provided that
289		for purposes of clauses (a), (~~c), (d~~b) and (ec), until the date of delivery of the consolidated financial
290		statements pursuant to Section 5.01(b) as of and for the first fiscal quarter ended ~~June~~ ~~30, 2015~~after the
291		Restatement Date, the Applicable Rate shall be based on the rates per annum set forth in Category 3:


Leverage Ratio	ABR Spread			Eurocurrency Spread			Commitment Fee Rate
Category 1: Greater than or equal to 3.25 to 1.00		1.000	%		2.000	%		0.350	%

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Leverage Ratio	ABR Spread			Eurocurrency Spread			Commitment Fee Rate
Category 2: Greater than or equal to 2.75 to 1.00 but less than 3.25 to 1.00		0.750	%		1.750	%		0.300	%
Category 3: Greater than or equal to 2.25 to 1.00 but less than 2.75 to 1.00		0.625	%		1.625	%		~~0.275~~0.25	%
Category 4: Greater than or equal to 1.50 to 1.00 but less than 2.25 to 1.00		0.500	%		1.500	%		~~0.250~~0.225	%
Category 5: Less than 1.50 to 1.00		0.375	%		1.375	%		~~0.225~~0.200	%


292
293		For purposes of the foregoing clauses (a), (b) and (c), ~~(d) and (e),~~ (i) the Leverage Ratio
294		shall be determined as of the end of each fiscal quarter of the Parent Borrower’s fiscal year based upon
295		Holdings’ consolidated financial statements delivered pursuant to Section 5.01(a) or (b) and (ii) each
296		change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the
297		period commencing on and including the date of delivery to the Administrative Agent of such
298		consolidated financial statements indicating such change and ending on the date immediately preceding
299		the effective date of the next such change; provided that the Leverage Ratio shall be deemed to be in
300		Category 1 (A) at any time that an Event of Default has occurred and is continuing or (B) if Holdings or
301		the Parent Borrower fails to deliver the consolidated financial statements required to be delivered by it
302		pursuant to Section 5.01(a) or (b), during the period from the expiration of the time for delivery thereof
303		until such consolidated financial statements are delivered.

304		“Applicable UK Payment” has the meaning assigned to such term in Section 2.17(k).

305		“Applicable U.S. Borrower” has the meaning assigned to such term in Section 2.17(f).

306		“Approved Fund” means any Person (other than a natural person) that is engaged in
307		making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary
308		course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
309		an Affiliate of an entity that administers or manages a Lender.

310		“Assignment and Assumption” means an assignment and assumption entered into by a
311		Lender and an assignee (with the consent of any Person whose consent is required by Section 10.04), and
312		accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the
313		Administrative Agent.

314		“Assumed Preferred Stock” means any preferred stock or preferred Equity Interests of
315		any Person that becomes a Subsidiary after the Restatement Date; provided that (a) such preferred stock
316		or preferred Equity Interests exist at the time such Person becomes a Subsidiary and are not created in
317		contemplation of or in connection with such Person becoming a Subsidiary and (b) the aggregate
318		liquidation value of all such outstanding preferred stock and preferred Equity Interests shall not exceed
319		$40,000,000 at any time outstanding, less the aggregate principal amount of Indebtedness incurred and
320		outstanding pursuant to Section 6.01(a)(x).

-3-


321		“~~Australian Dollars” means the lawful currency of Australia.~~

322		“Available Amount” means, as of any date of determination, an amount equal to:

323		(a) the sum of (without duplication):

324		(i) if positive, equal to 50% of the cumulative ~~Retained Excess Cash Flow~~
325		~~Amount; and~~Consolidated Net Income of the Parent Borrower for the period (taken as
326		one accounting period) commencing from July 1, 2017 to the end of the fiscal quarter
327		most recently ended in respect of which consolidated financial statements have been
328		delivered pursuant to Section 5.01(a) or (b);

329		(ii) the Net Proceeds Not Otherwise Applied received by ~~the Parent~~
330		~~Borrower~~Holdings after the Restatement Date from (A) cash contributions (other than
331		from the Parent Borrower or a Subsidiary) to ~~the Parent Borrower~~Holdings or (B) the
332		issuance and sale of its Equity Interests (other than a sale to the Parent Borrower or a
333		Subsidiary and other than an issuance or sale of Disqualified Equity Interests);

334		(iii) the principal amount of any Indebtedness of the Parent Borrower or any
335		Subsidiary issued after the Restatement Date which has been converted into or exchanged
336		for Equity Interests (other than Disqualified Equity Interests) in Holdings or any direct or
337		indirect parent of Holdings; and

338		(iv) in the event that all or a portion of the Available Amount has been
339		applied to make an investment pursuant to Section 6.04(s), an amount (not to exceed the
340		original amount of such Investment) equal to the aggregate amount received by the
341		Parent Borrower or any Subsidiary in cash and Permitted Investments, or the fair market
342		value of any property received by the Parent Borrower or any Subsidiary, from: (i) the
343		sale (other than to the Parent Borrower or any Subsidiary) of any such investment less
344		any amounts that would be deducted pursuant to clause (b) of the definition of Net
345		Proceeds, (ii) any dividend or other distribution received in respect of any such
346		investment and (iii) interest, returns of principal, repayments and similar payments
347		received in respect of any such investment;

348		minus

349		(b) the amount of any investments made after the Restatement Date in reliance on
350		Section 6.04(s) prior to such date, any Restricted Payments made after the Restatement Date in
351		reliance on Section 6.08(a)(v) (solely in respect of dividends on Qualified Holdings Preferred
352		Stock issued pursuant to clause (c) of the definition thereof) or Section 6.08(a)(vii) and any
353		prepayments of Indebtedness made after the Restatement Date in reliance on Section 6.08(b)(vii)
354		prior to such date;.

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

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

-4-


361		~~minus~~

362		~~(c)~~ ~~the portion of Excess Cash Flow not otherwise required to be used to prepay~~
363		~~Term Loans pursuant to Section 2.11(d)) that is used after the Restatement Date pursuant to~~
364		~~Section 6.08(a)(v) or Section 6.08(a)(vii).~~

365		“Bankruptcy Event” means, with respect to any Person, that such Person has become the
366		subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
367		administrator, custodian, assignee for the benefit of creditors or similar Person charged with the
368		reorganization or liquidation of its business appointed for it, or, in the good faith determination of the
369		Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or
370		acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result
371		solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by
372		a Governmental Authority; provided, however, that such ownership interest does not result in or provide
373		such Person with immunity from the jurisdiction of courts within the United States of America or from
374		the enforcement of judgments or writs of attachment on its assets or permit such Person (or such
375		Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by such Person.

376		“Below Threshold Mortgage” means any Mortgage outstanding immediately prior to the
377		Restatement Date in respect of which the fair market value, as of the Restatement Date, of the Mortgaged
378		Property subject thereto is individually less than $10,000,000.

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

381		“Borrowing” means (a) Loans of the same Class and Type, made, converted or continued
382		on the same date and (i) in the case of Eurocurrency Loans denominated in dollars, as to which a single
383		Interest Period is in effect and (ii) in the case of Foreign Currency Loans, Loans in a single currency and
384		as to which a single Interest Period is in effect or (b) a Swingline Loan.

385		“Borrowing Request” means a request by the Parent Borrower~~, a Subsidiary Term~~
386		~~Borrower~~ or a Foreign Subsidiary Borrower, as the case may be, for a Borrowing in accordance with
387		Section 2.03 or 2.04, as applicable, which shall be, in the case of any such written request, in the form of
388		Exhibit B or any other form approved by the Administrative Agent.

389		“Business Day” means any day that is not a Saturday, Sunday or other day on which
390		commercial banks in New York City are authorized or required by law to remain closed; provided that (i)
391		when used in connection with any Eurocurrency Loan denominated in dollars, the term “Business Day”
392		shall also exclude any day on which banks are not open for dealings in dollar deposits in the London
393		interbank market and (ii) when used in connection with any Foreign Currency Loan, the term “Business
394		Day” shall also exclude (x) any day which is not a day for trading by and between banks in deposits for
395		the applicable currency in the interbank eurocurrency market, (y) with respect to Foreign Currency Loans
396		denominated in Euros, any day which is not also a TARGET Day (as determined by the Administrative
397		Agent) and (z) with respect to Foreign Currency Loans in a Foreign Currency other than Euros, any day
398		which is not also a day on which banks are open for dealings in such currency in the Principal Financial
399		Center for the applicable currency.

400		“Calculation Date” means the last Business Day of each calendar quarter (or any other
401		day selected by the Administrative Agent); provided that (a) the second Business Day preceding (or such
402		other Business Day as the Administrative Agent shall deem applicable with respect to any Foreign
403		Currency in accordance with rate-setting convention for such currency) (i) the date of each Borrowing of

-5-


404		Foreign Currency Loans or (ii) any date on which a Foreign Currency Loan is continued shall also be a
405		“Calculation Date,” (b) the date of each Borrowing of any other Loan made hereunder shall also be a
406		“Calculation Date” and (c) the date of issuance, amendment, renewal or extension of a Letter of Credit, or
407		any other date determined by the applicable Issuing Bank, shall also be a Calculation Date.

408		“~~CAM” shall mean the mechanism for the allocation and exchange of interests in the~~
409		~~Credit Facilities and collections thereunder established under Article IX.~~

410		“~~CAM Exchange” shall mean the exchange of the Lenders’ interests provided for in~~
411		~~Section 9.01.~~

412		“~~CAM Exchange Date” shall mean the date on which (a) any event referred to in~~
413		~~paragraph (h) or (i) of Article VII shall occur in respect of Holdings, the Parent Borrower, any Subsidiary~~
414		~~Term Borrower or any Foreign Subsidiary Borrower or (b) an acceleration of the maturity of the Loans~~
415		~~pursuant to Article VII shall occur.~~

416		“~~CAM Percentage” shall mean, as to each Lender, a fraction, expressed as a decimal, of~~
417		~~which (a) the numerator shall be the aggregate dollar amount of the sum, without duplication, of (i) the~~
418		~~Specified Obligations (including the Dollar Equivalent of any Specified Obligations owing in any~~
419		~~currency (other than dollars)) owed to such Lender, (ii) such Lender’s participation in undrawn amounts~~
420		~~of Letters of Credit immediately prior to the CAM Exchange Date and (iii) such Lender’s Foreign~~
421		~~Currency Participating Interest and (b) the denominator shall be the aggregate dollar amount of the sum,~~
422		~~without duplication, of (i) the Specified Obligations (including the Dollar Equivalent of any Specified~~
423		~~Obligations owing in any currency (other than dollars)) owed to all the Lenders and (ii) the aggregate~~
424		~~undrawn amount of outstanding Letters of Credit (including the Dollar Equivalent of the undrawn amount~~
425		~~of any Letters of Credit denominated in an LC Foreign Currency) immediately prior to such CAM~~
426		~~Exchange Date;~~ ~~provided~~ ~~that, for purposes of clause (a) above, the Specified Obligations owed to the~~
427		~~Fronting Lender will be deemed not to include any Fronted Foreign Currency Loans.~~

428		“Capital Expenditures” means, for any period, without duplication, (a) the additions to
429		property, plant and equipment and other capital expenditures of Holdings, the Parent Borrower and its
430		consolidated Subsidiaries (including the Receivables Subsidiary) that are (or would be) set forth in a
431		consolidated statement of cash flows of Holdings for such period prepared in accordance with GAAP
432		other than (x) such additions and expenditures classified as Permitted Acquisitions and (y) such additions
433		and expenditures made with Net Proceeds from any casualty or other insured damage or condemnation or
434		similar awards and (b) ~~Capital~~Financing Lease Obligations incurred by Holdings, the Parent Borrower
435		and its consolidated Subsidiaries (including the Receivables Subsidiary) during such period.

-6-



436		“~~Capital Lease Obligations” of any Person means the obligations of such Person to pay~~
437		~~rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal~~
438		~~property, or a combination thereof, which obligations are required to be classified and accounted for as~~
439		~~capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be~~
440		~~the capitalized amount thereof determined in accordance with GAAP;~~ ~~provided~~ ~~that any change in GAAP~~
441		~~after the Restatement Date that would require lease obligations that would have been characterized and~~
442		~~accounted for as operating leases in accordance with GAAP as in effect on the Restatement Date to be~~
443		~~characterized and accounted for as Capital Lease Obligations shall be disregarded for purposes hereof.~~

444		“~~Cequent” means Horizon Global Corporation, a Delaware corporation.~~

445		“~~Cequent Group” means Cequent and its subsidiaries.~~

446		“~~Cequent Related Costs” means reasonably identifiable and factually supportable non-~~
447		~~recurring costs and expenses relating to the formation of Cequent’s corporate office prior to the~~
448		~~Restatement Date.~~

449		“~~Cequent Spin-off” means a “spin-off” transaction with respect to Cequent such that all~~
450		~~of the Equity Interests in Cequent are “spun-off” from the Parent Borrower ratably to the holders of the~~
451		~~Equity Interests in Holdings and Cequent ceases to be a Subsidiary of the Parent Borrower and becomes a~~
452		~~public company.~~

453		“~~Cequent Spin-off Agreement” means the Separation and Distribution Agreement, dated~~
454		~~as of June 30, 2015, by and between Cequent and Holdings.~~

455		“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of
456		the Code.

457		“CFC Holdco” means any Domestic Subsidiary substantially all the assets of which
458		consist of Equity Interests of one or more CFCs.

459		“Change in Control” means (a) the acquisition by any Person other than Holdings of any
460		direct Equity Interest in the Parent Borrower, (b) the acquisition of beneficial ownership, directly or
461		indirectly, by any Person or group (within the meaning of the ~~Securities~~ Exchange Act ~~of 1934 and the~~
462		~~rules of the Commission thereunder~~), of Equity Interests representing more than 35% of ~~either~~ the
463		aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Holdings,
464		(d) the board of directors of Holdings shall cease to consist of a majority of Continuing Directors or (e)
465		the occurrence of any change in control (or similar event, however denominated) with respect to Holdings
466		or the Parent Borrower under (i) any indenture or other agreement in respect of Material Indebtedness to
467		which Holdings, the Parent Borrower or any Subsidiary is a party, (ii) any instrument governing any
468		preferred stock of Holdings, the Parent Borrower or any Subsidiary having a liquidation value or
469		redemption value in excess of $10,000,000 or (iii) the Permitted Receivables Financing.

470		Notwithstanding the preceding or any provision of Rule 13d-3 of the Exchange Act, a
471		Person or group shall not be deemed to beneficially own voting stock subject to a stock or asset purchase
472		agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or
473		option or similar agreement related thereto) until the consummation of the acquisition of the voting stock
474		in connection with the transactions contemplated by such agreement.

475		“Change in Law” means (a) the adoption of any law, rule or regulation after the
476		Restatement Date, (b) any change in any law, rule or regulation or in the interpretation or application

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477		thereof by any Governmental Authority after the Restatement Date or (c) compliance by any Lender or
478		the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such
479		Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether
480		or not having the force of law) of any Governmental Authority made or issued after the Restatement Date;
481		provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and
482		Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in
483		connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for
484		International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
485		authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in
486		each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, promulgated or
487		issued.

488		“Class,” when used in reference to (a) any Loan or Borrowing, refers to whether such
489		Loan, or the Loans comprising such Borrowing, are ~~Tranche A Term Loans, Incremental Term Loans of~~
490		~~any Series~~, Revolving Loans ~~or Swingline Loans~~of a particular tranche of Revolving Commitments, (b)
491		any Commitment, refers to whether such Commitment is a Commitment in respect of a particular tranche
492		~~A Term Commitment, an Incremental Commitment of any Series or a~~of Revolving
493		~~Commitment~~Commitments and (c) any Lender, refers to whether such Lender has a Loan or Commitment
494		ofunder a particular tranche of Revolving Commitments. Each tranche of Extended Revolving
495		Commitments shall constitute a separate Class.

496		“Closing Date” means the date on which the conditions specified in Section 4.01 were
497		satisfied, which date was October 16, 2013.

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

499		“Collateral” means any and all “Collateral,” as defined in any applicable Security
500		Document.

501		“Collateral Agent” means JPMCB, in its capacity as collateral agent for the Lenders
502		under the Security Documents.

503		“Collateral and Guarantee Requirement” means the requirement that:

504		(a) the Collateral Agent shall have received from each party thereto (other than the
505		Collateral Agent) either (i) a counterpart of (A) the Guarantee Agreement, (B) the Indemnity,
506		Subrogation and Contribution Agreement, (C) the Pledge Agreement and (D) the Security
507		Agreement in each case duly executed and delivered on behalf of such Loan Party, or (ii) in the
508		case of any Person that becomes a Subsidiary Loan Party after the Closing Date, a supplement to
509		each of the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement, the
510		Pledge Agreement and the Security Agreement, in each case in the form specified therein, duly
511		executed and delivered on behalf of such Subsidiary Loan Party;

512		(b) all outstanding Equity Interests of the Parent Borrower and each Subsidiary
513		(including the Receivables Subsidiary) owned by or on behalf of any Loan Party shall have been
514		pledged pursuant to the Pledge Agreement (except that the Loan Parties shall not be required to
515		pledge more than 65% of the outstanding voting Equity Interests of any Foreign Subsidiary, any
516		CFC or any CFC Holdco), it being understood that this exception shall not limit the application of
517		the Foreign Security Collateral and Guarantee Requirement) and the Collateral Agent shall have
518		received certificates or other instruments representing all such Equity Interests, together with
519		stock powers or other instruments of transfer with respect thereto endorsed in blank;

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520		(c) all Indebtedness of Holdings, the Parent Borrower and each Subsidiary in an
521		aggregate principal amount that exceeds $500,000 that is owing to any Loan Party shall be
522		evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement
523		and the Collateral Agent shall have received all such promissory notes, together with instruments
524		of transfer with respect thereto endorsed in blank;

525		(d) all documents and instruments, including Uniform Commercial Code financing
526		statements, required by law or reasonably requested by the Collateral Agent to be filed, registered
527		or recorded to create the Liens intended to be created by the Security Agreement and the Pledge
528		Agreement and perfect such Liens to the extent required by, and with the priority required by, the
529		Security Agreement and the Pledge Agreement, shall have been filed, registered or recorded or
530		delivered to the Collateral Agent for filing, registration or recording;

531		(e) the Collateral Agent shall have received (i) counterparts of a Mortgage with
532		respect to any Mortgaged Property duly executed and delivered by the record owner of such
533		Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized
534		title insurance company in an amount and form reasonably acceptable to the Administrative
535		Agent insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property
536		described therein, free of any other Liens except as expressly permitted by Section 6.02, together
537		with such endorsements, coinsurance and reinsurance as the Administrative Agent or the
538		Required Lenders may reasonably request, but only to the extent such endorsements are (A)
539		available in the relevant jurisdiction (provided in no event shall the Collateral Agent request a
540		creditors’ rights endorsement) and (B) available at commercially reasonable rates, (iii) ~~if any~~a
541		completed Life of Loan flood hazard determination and, if any improved Mortgaged Property is
542		located in an area determined by the Federal Emergency Management Agency to have special
543		flood hazards, a notice about special flood hazard area status duly executed by the Parent Brower
544		and the applicable Loan Party and evidence of ~~such~~ flood insurance as may be required under
545		~~applicable law, including Regulation H of the Board~~the Flood Laws, and (iv) such abstracts, legal
546		opinions and other documents as the Administrative Agent or the Required Lenders may
547		reasonably request with respect to any such Mortgage or Mortgaged Property; provided, however,
548		in no event shall surveys be required to be obtained with respect to any Mortgaged Property; and

549		(f) each Loan Party (other than the Foreign Subsidiary Borrowers) shall have
550		obtained all consents and approvals required to be obtained by it in connection with the execution
551		and delivery of all Security Documents to which it is a party, the performance of its obligations
552		thereunder and the granting by it of the Liens thereunder.

553		“Commission” means the Securities and Exchange Commission or any Governmental
554		Authority succeeding to any or all of the functions of said Commission.

555		“Commitment” means a ~~Tranche A Term Commitment, an Incremental Term~~
556		~~Commitment of any Series, a~~ Revolving Commitment ~~or any combination thereof (as the context~~
557		~~requires).~~

558		“Commitment Fee” has the meaning assigned to such term in Section 2.12(a).

559		“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.),
560		as amended from time to time, and any successor statute.

561		“Consolidated Cash Interest Expense” means, for any period, the excess of (a) the sum,
562		without duplication, of (i) the interest expense (including imputed interest expense in respect of

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563		~~Capital~~Financing Lease Obligations) of Holdings, the Parent Borrower and the Subsidiaries (including the
564		Receivables Subsidiary) for such period, determined on a consolidated basis in accordance with GAAP,
565		plus (ii) any interest accrued during such period in respect of Indebtedness of Holdings, the Parent
566		Borrower or any Subsidiary (including the Receivables Subsidiary) that is required to be capitalized rather
567		than included in consolidated interest expense for such period in accordance with GAAP, plus (iii) any
568		cash payments made during such period in respect of obligations referred to in clause (b)(iii) below that
569		were amortized or accrued in a previous period, plus (iv) interest-equivalent costs associated with any
570		Permitted Receivables Financing or Specified Vendor Receivables Financing, whether accounted for as
571		interest expense or loss on the sale of receivables, minus (b) the sum of, without duplication, (i) interest
572		income of Holdings, the Parent Borrower and the Subsidiaries (including the Receivables Subsidiary) for
573		such period, determined on a consolidated basis in accordance with GAAP, plus (ii) to the extent included
574		in such consolidated interest expense for such period, noncash amounts attributable to amortization of
575		financing costs paid in a previous period, plus (iii) to the extent included in such consolidated interest
576		expense for such period, noncash amounts attributable to amortization of debt discounts or accrued
577		interest payable in kind for such period, plus (iv) to the extent included in such consolidated interest
578		expense for such period, all financing fees incurred in connection with the Transactions., plus (v) annual
579		agency fees paid to the administrative agents and collateral agents under any permitted credit facility of
580		Holdings, the Parent Borrower or any Subsidiary, plus (vi) costs associated with obtaining Hedging
581		Agreements, plus (vii) any expense resulting from the discounting of any Indebtedness in connection with
582		the application of recapitalization accounting or, if applicable, purchase accounting in connection with
583		any acquisition, plus (viii) penalties and interest relating to taxes, plus (ix) any expensing of bridge,
584		commitment and other financing fees and any other fees related to any acquisitions after the Restatement
585		Date, plus (x) interest expense resulting from push-down accounting, plus (xi) any lease, rental or other
586		expense in connection with a Non-Financing Lease Obligation.

587		“Consolidated EBITDA” means, for any period, Consolidated Net Income for such
588		period plus (a) without duplication and to the extent deducted in determining such Consolidated Net
589		Income (other than with respect to clause (ix) below), the sum of (i) consolidated interest expense for
590		such period, (ii) consolidated income tax expense for such period (including all single business tax
591		expenses imposed by state law), (iii) all amounts attributable to depreciation and amortization for such
592		period, (iv) ~~any extraordinary noncash charges for such period, (v)~~ interest-equivalent costs associated
593		with any Permitted Receivables Financing or Specified Vendor Receivables Financing for such period,
594		whether accounted for as interest expense or loss on the sale of receivables, and all Preferred Dividends,
595		(~~vi) all extraordinary losses during such period that are either noncash or relate to the retirement of~~
596		~~Indebtedness, (vii) noncash expenses during such period resulting from the grant of Equity Interests to~~
597		~~management and employees of Holdings, the Parent Borrower or any of the Subsidiaries, (viii~~v) the
598		aggregate amount of deferred financing expenses for such period, (ixvi) all other noncash expenses or
599		losses of Holdings, the Parent Borrower or any of the Subsidiaries for such period (excluding any such
600		charge that constitutes an accrual of or a reserve for cash charges for any future period), (~~x) any~~
601		~~nonrecurring fees, expenses or charges realized by Holdings, the Parent Borrower or any of the~~
602		~~Subsidiaries for such period related to any offering of Equity Interests or incurrence of Indebtedness,~~
603		~~whether or not consummated, (xi) (A) fees, costs and expenses in connection with the Transactions and~~
604		~~the Cequent Spin-off and (B) any Cequent Related Costs;~~ ~~provided~~ ~~that the amount added back pursuant~~
605		~~to this clause (xi) cannot exceed $25,000,000 in the aggregate over the term of this Agreement;~~ ~~provided~~,
606		~~further, that any such fees, costs, expenses or Cequent Related Costs that are actually paid for by the~~
607		~~Cequent Group after giving effect to the Cequent Spin-off (and not by a Loan Party) shall not be~~
608		~~permitted to be added back pursuant to this clause (xi), (xii) any nonrecurring costs and expenses arising~~
609		~~from the integration of any business acquired pursuant to any Permitted Acquisition consummated after~~
610		~~the Restatement Date not to exceed $15,000,000 in any fiscal year and $40,000,000 in the aggregate,~~
611		~~(xiii) any nonrecurring expenses or similar costs relating to cost savings projects, including restructuring~~

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612		~~and severance expenses, not to exceed $40,000,000 in the aggregate from and after the Restatement Date;~~
613		~~provided that no more than $15,000,000 may be counted in any fiscal year commencing on or after~~
614		~~January 1, 2015, (xiv) net losses from discontinued operations, not to exceed in any fiscal year~~
615		~~$10,000,000, (xv~~vii) losses associated with the prepayment of leases (whether operating leases or capital
616		leases) outstanding on January 1, ~~2015~~2017 from discontinued operations, ~~and (xvi)~~ ~~losses or charges~~
617		~~associated with asset sales otherwise permitted hereunder not to exceed in the aggregate $10,000,000,~~
618		(viii) any costs or expense incurred pursuant to any management equity plan or stock option plan or any
619		other management or employee benefit plan or agreement or any stock subscription or shareholder
620		agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the
621		common capital of Holdings or any Loan Party (other than from Holdings or a Subsidiary) or Net
622		Proceeds of an issuance of Equity Interests of Holdings (other than Disqualified Equity Interests and other
623		than any issuance to the Parent Borrower or a Subsidiary), in each case, Not Otherwise Applied and (ix)
624		the amount of “run rate” cost savings, operating expense reductions and cost synergies related to mergers
625		and other business combinations, acquisitions, divestitures, restructurings, cost savings initiatives and
626		other similar transactions or initiatives consummated after the Restatement Date that are reasonably
627		identifiable and factually supportable and projected by the Parent Borrower to result within 12 months
628		after such merger or other business combination, acquisition, divestiture, restructuring, cost savings
629		initiative or other transaction or initiative is consummated, net of the amount of actual benefits realized
630		during such period from such actions, provided that the aggregate amount of any such cost savings,
631		operating expense reductions and cost synergies added pursuant to this clause (ix) for any period of four
632		consecutive fiscal quarters of Holdings shall not exceed 20% of Consolidated EBITDA for such period
633		(calculated prior to giving effect to any add-backs pursuant to this clause (ix)) minus (b) without
634		duplication and to the extent included in determining such Consolidated Net Income, (i) any ~~extraordinary~~
635		~~gains for such period and (ii) any~~ gains realized from the retirement of Indebtedness after the Restatement
636		Date, all determined on a consolidated basis in accordance with GAAP and (ii) consolidated income tax
637		benefits for such period (excluding, for purposes of this clause (ii), any such benefits received in a fiscal
638		quarter ended prior to the Restatement Date). If the Parent Borrower or any Subsidiary has made any
639		Permitted Acquisition or Significant Investment or any sale, transfer, lease or other disposition of assets
640		outside of the ordinary course of business permitted by Section 6.05 during the relevant period for
641		determining the Leverage Ratio, the Total Net Leverage Ratio or the Senior Secured Net Leverage Ratio
642		and the Interest Expense Coverage Ratio, Consolidated EBITDA for the relevant period shall be
643		calculated only for purposes of determining the Leverage Ratio, the Total Net Leverage Ratio, the Senior
644		Secured Net Leverage Ratio and the Interest Expense Coverage Ratio after giving pro forma effect
645		thereto, as if such Permitted Acquisition or Significant Investment or sale, transfer, lease or other
646		disposition of assets (and, in each case, any related incurrence, repayment or assumption of Indebtedness,
647		with any new Indebtedness being deemed to be amortized over the relevant period in accordance with its
648		terms, and assuming that any Revolving Loans borrowed in connection with such acquisition are repaid
649		with excess cash balances when available) had occurred on the first day of the relevant period for
650		determining Consolidated EBITDA; provided that with respect to any Significant Investment, (x) any pro
651		forma adjustment made to Consolidated EBITDA shall be in proportion to the percentage ownership of
652		the Parent Borrower or such Subsidiary, as applicable, in the Subject Person (e.g. if the Parent Borrower
653		acquires 70% of the Equity Interests of the Subject Person, a pro forma adjustment to Consolidated
654		EBITDA shall be made with respect to no more than 70% of the EBITDA of the Subject Person) and (y)
655		pro forma effect shall only be given to such Significant Investment if the Indebtedness of the Subject
656		Person is included in Total Indebtedness for purposes of calculating the Leverage Ratio, the Total Net
657		Leverage Ratio and the Senior Secured Net Leverage Ratio and the Subject Person is included as a
658		Subsidiary in the calculation of Consolidated Cash Interest Expense for purposes of calculating the
659		Interest Expense Coverage Ratio, in each case in proportion to the percentage ownership of the Parent
660		Borrower or such Subsidiary, as applicable, in such Subject Person. Any such pro forma calculations
661		may include operating and other expense reductions and other adjustments for such period resulting from

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662		any Permitted Acquisition, or sale, transfer, lease or other disposition of assets that is being given pro
663		forma effect to the extent that such operating and other expense reductions and other adjustments (a)
664		would be permitted pursuant to Article XI of Regulation S-X under the Securities Act of 1933
665		(“Regulation S-X”) or, (b) are reasonably consistent with the purpose of Regulation S-X as determined in
666		good faith by the Parent Borrower in consultation with the Administrative Agent. or (c) are otherwise
667		appropriate, in the reasonable good faith determination of the Parent Borrower as set forth in an officer’s
668		certificate, to reflect operating and other expense reductions reasonably expected to result from the
669		applicable event within 12 months of the date the applicable event is consummated and, in each case,
670		calculated in accordance with and subject to the provisions of clause (a)(ix) of this definition.

671		“Consolidated Net Income” means, for any period, the net income or loss of Holdings,
672		the Parent Borrower and the Subsidiaries (including the Receivables Subsidiary) for such period,
673		determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded:

674		(a) the income of any Person (other than the Parent Borrower or a Significant
675		Investment) in which any other Person (other than the Parent Borrower or any Subsidiary or any director
676		holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent
677		of the amount of dividends or other distributions actually paid to the Parent Borrower or any of the
678		Subsidiaries during such period,;

679		(b) the income or loss of any Person accrued prior to the date it becomes a
680		Subsidiary or is merged into or consolidated with the Parent Borrower or any Subsidiary or the date that
681		such Person’s assets are acquired by the Parent Borrower or any Subsidiary ~~and~~;

682		(c) the cumulative effect of a change in accounting principles during such period to
683		the extent included in Consolidated Net Income.;

684		(d) any net after-tax extraordinary, nonrecurring or unusual gains or losses (less all
685		fees and expenses relating thereto);

686		(e) (i) any severance expenses, relocation expenses, restructuring expenses,
687		curtailments or modifications to pension and post-retirement employee benefit plans, excess pension
688		charges, any expenses related to any reconstruction, decommissioning, recommissioning or
689		reconfiguration of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing
690		costs, acquisition integration costs, facilities opening costs, project start-up costs, business optimization
691		costs, signing, retention or completion bonuses, expenses or charges related to any issuance of Equity
692		Interests, investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing,
693		amendment or modification of Indebtedness (in each case, whether or not successful), (ii) any net after-
694		tax income or loss from disposed, abandoned, transferred, closed or discontinued operations or fixed
695		assets and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or
696		discontinued operations or fixed assets, (iii) any net after-tax gains or losses (less all fees and expenses or
697		charges relating thereto) attributable to business dispositions or asset dispositions other than in the
698		ordinary course of business (as determined in good faith by the Parent Borrower) and (iv) costs or
699		expenses realized in connection with or resulting from stock appreciation or similar rights, stock options
700		or other rights existing on the Restatement Date of officers, directors and employees, in each case of such
701		Person or any Subsidiary; provided that the aggregate amount of any charges, expenses, losses or costs
702		excluded pursuant to this clause (e) for any period of four consecutive fiscal quarters of Holdings (or,
703		with respect to any calculation of clause (a)(i) of the Available Amount, (w) for the first fiscal quarter
704		ended after the Closing Date, for such fiscal quarter, (x) for the second fiscal quarter ended after the
705		Closing Date, for the period of two fiscal quarters then ended, (y) for the third fiscal quarter ended after

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706		the Closing Date, for the period of three fiscal quarters then ended and (z) for the fourth fiscal quarter
707		ended after the Closing Date and thereafter, for the period of four consecutive fiscal quarters of Holdings
708		most recently ended) shall not exceed 20% of Consolidated EBITDA for such period (calculated prior to
709		giving effect to exclusions pursuant to this clause (e));

710		(f) any fees, expenses, or charges related to the Transactions (including any
711		transaction expenses incurred before, on or after the Restatement Date);

712		(g) effects of purchase accounting adjustments (including the effects of such
713		adjustments pushed down to such Person and such Subsidiaries and including, without limitation, the
714		effects of adjustments to (A) Financing Lease Obligations or (B) any other deferrals of income) in
715		amounts required or permitted by GAAP, resulting from the application of purchase accounting or the
716		amortization or write-off of any amounts thereof, net of taxes;

717		(h) any net after-tax gains or losses (less all fees and expenses or charges relating
718		thereto) attributable to the early extinguishment of Indebtedness, Hedging Agreements or other derivative
719		instruments;

720		(i) any impairment charges or asset write-offs, in each case pursuant to GAAP, and
721		the amortization of intangibles and other fair value adjustments arising pursuant to GAAP;

722		(j) any non-cash expense realized or resulting from stock option plans, employee
723		benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar
724		rights, stock options, restricted stock, preferred stock or other rights;

725		(k) any non-cash compensation charges;

726		(l) accruals and reserves that are established or adjusted within 12 months after the
727		Restatement Date and that are so required to be established or adjusted in accordance with GAAP or as a
728		result of adoption or modification of accounting policies;

729		(m) non-cash gains, losses, income and expenses resulting from fair value accounting
730		required by the applicable standard under GAAP and related interpretations;

731		(n) any currency translation gains and losses related to currency remeasurements of
732		Indebtedness, and any net loss or gain resulting from hedging transactions for currency exchange risk;

733		(o) to the extent covered by insurance and actually reimbursed, or, so long as such
734		Person has made a determination that there exists reasonable evidence that such amount will in fact be
735		reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicable
736		carrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence
737		(with a deduction for any amount so added back to the extent not so reimbursed within 365 days),
738		expenses with respect to liability or casualty events or business interruption; and

739		(p) non-cash charges for deferred tax asset valuation allowances;

740		provided further that there shall be included amounts actually received from insurance in respect of lost
741		revenues or earnings in respect of liability or casualty events or business interruption, and reimbursements
742		of any expenses and charges pursuant to indemnification or other reimbursement provisions in connection
743		with any investment permitted under this Agreement or any sale, conveyance, transfer or other disposition
744		of assets permitted under this Agreement.

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745		“Consolidated Total Assets” means, at any date of determination with respect to any
746		Person, the total assets of such Person, determined on a consolidated basis in accordance with GAAP, as
747		shown on the most recent balance sheet of such Person.

748		“Continuing Directors” means the directors of Holdings on the Restatement Date, and
749		each other director, if, in each case, such other director’s nomination for election to the board of directors
750		of Holdings is ~~recommended~~approved by at least ~~66-2/3%~~a majority of the then Continuing Directors.

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

754		“Covenant Holiday Acquisition” means a Permitted Acquisition for which (i) the cash
755		consideration in respect of such acquisition is $50,000,000 or more and (ii) the Parent Borrower delivers
756		to the Administrative Agent an officers’ certificate designating such Permitted Acquisition as a
757		“Covenant Holiday Acquisition”; provided that in no event shall there be more than two Covenant
758		Holiday Acquisitions.

759		“Covenant Holiday Period” means the period of four consecutive fiscal quarters
760		commencing on the first day of the fiscal quarter in which the consummation of a Covenant Holiday
761		Acquisition occurs; provided that, if applicable, the two Covenant Holiday Periods shall be separated by a
762		period of at least two full fiscal quarters during which no Covenant Holiday Period is in effect.

763		“~~Credit Facility” means a category of Commitments and extensions of credit thereunder.~~

764		“CTA” means the UK Corporation Tax Act 2009.

765		“~~Cumulative Retained Excess Cash Flow Amount” means, at any date of determination,~~
766		~~an amount equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for the~~
767		~~Excess Cash Flow Periods ended on or prior to such date.~~

768		“Debt Repayment Period” has the meaning assigned to such term in Section 6.08(b)(viii).

769		“Default” means any event or condition which constitutes an Event of Default or which
770		upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

771		“Defaulting Lender” means any Revolving Lender that (a) has failed, within two
772		Business Days of the date required to be funded or paid, (i) to fund any portion of its Loans, (ii) to fund
773		any portion of its participations in Letters of Credit, Swingline Loans or Fronted Foreign Currency Loans
774		or (iii) to pay to the Administrative Agent, Foreign Currency Agent, the Issuing Bank, the Swingline
775		Lenders, the Fronting Lender any other Lender or any Loan Party any other amount required to be paid by
776		it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in
777		writing that such failure is the result of such Lender’s good faith determination that a condition precedent
778		to funding (specifically identified in such writing, including, if applicable, by reference to a specific
779		Default) has not been satisfied, (b) has notified the Administrative Agent, the Foreign Currency Agent,
780		the Issuing Bank, the Swingline Lenders, the Fronting Lender, any other Lender, Holdings, the Parent
781		Borrower or any Loan Party in writing, or has made a public statement, to the effect that it does not intend
782		or expect to comply with any of its funding obligations under this Agreement (unless such writing or
783		public statement indicates that such position is based on such Lender’s good-faith determination that a
784		condition precedent (specifically identified in such writing, including, if applicable, by reference to a
785		specific Default) to funding a Loan cannot be satisfied) or generally under other agreements in which it

-14-


786		commits to extend credit, (c) has failed, within three Business Days after request by the Administrative
787		Agent, the Foreign Currency Agent or any Loan Party made in good faith to provide a certification in
788		writing from an authorized officer of such Lender that it will comply with its obligations (and is
789		financially able to meet such obligations) to fund prospective Loans and participations in then outstanding
790		Letters of Credit, Swingline Loans and Fronted Foreign Currency Loans; provided that such Lender shall
791		cease to be a Defaulting Lender pursuant to this clause (c) upon such Person’s receipt of such certification
792		in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a
793		Bankruptcy Event or a Bail-In Action.

794		“~~Designated Asset Sale” means a sale, transfer or other disposition (including pursuant to~~
795		~~a sale and leaseback transaction) of any property or asset of Holdings, the Parent Borrower or any~~
796		~~Subsidiary that is designated (within three Business Days of consummation of such sale, transfer or other~~
797		~~disposition) by the Parent Borrower, by written notice to the Administrative Agent, as the “Designated~~
798		~~Asset Sale”;~~ ~~provided~~ ~~that (a) at the time of designation of the Designated Asset Sale and after giving pro~~
799		~~forma effect to such asset sale, transfer or other disposition, (i) no Default or Event of Default shall have~~
800		~~occurred and be continuing~~ ~~and (ii)~~ ~~the Borrower shall be in compliance with the Leverage Ratio set forth~~
801		~~in Section 6.13, and (b) there shall not be more than one Designated Asset Sale.~~

802		“Designated Non-Cash Consideration” means the fair market value (as determined in
803		good faith by the Parent Borrower) of non-cash consideration received by the Parent Borrower or a
804		Subsidiary in connection with any sale, transfer, lease or other disposition of assets permitted by this
805		Agreement that is so designated as Designated Non-Cash Consideration pursuant to an officer’s
806		certificate of the Parent Borrower, setting forth such valuation, less the amount of cash or Permitted
807		Investments received in connection with a subsequent sale of such Designated Non-cash Consideration
808		within 180 days of receipt thereof.

809		“Direction” has the meaning assigned to such term in Section 2.17(k)(ii)(A).

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

812		“~~Dollar Equivalent” means, with respect to an amount denominated in any currency other~~
813		~~than dollars, the equivalent in dollars of such amount determined at the Exchange Rate on the most recent~~
814		~~Calculation Date and, with respect to any amount denominated in dollars, such amount.~~

815		“Disqualified Equity Interest”: with respect to any Person, any Equity Interest of such
816		Person that by its terms (or by the terms of any security into which it is convertible or for which it is
817		exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any
818		event or condition:

819		(a) matures or is mandatorily redeemable (other than solely for Equity Interests of such
820		Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such
821		Equity Interest) whether pursuant to a sinking fund obligation or otherwise;

822		(b) is convertible or exchangeable, either mandatorily or at the option of the holder
823		thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests of such Person that do
824		not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interest);
825		or

826		(c) is redeemable (other than solely for Equity Interests of such Person that do not
827		constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interest) or is

-15-


828		required to be repurchased by Holdings, the Parent Borrower or any Subsidiary, in whole or in part, at the
829		option of the holder thereof;

830		in each case, on or prior to the date that is 91 days after the latest Maturity Date in effect
831		at the time of issuance of such Equity Interest; provided, however, that (i) Equity Interests of any Person
832		that would not constitute Disqualified Equity Interests but for terms thereof giving holders thereof the
833		right to require such Person to redeem or purchase such Equity Interests upon the occurrence of an “asset
834		sale” or a “change of control” (or similar event, however denominated) shall not constitute Disqualified
835		Equity Interests if any such requirement becomes operative only after repayment in full of all the Loans
836		and all other Obligations that are accrued and payable and (ii) Equity Interests of any Person that are
837		issued to any employee or to any plan for the benefit of employees or by any such plan to such employees
838		shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased
839		by such Person or any of its subsidiaries in order to satisfy applicable statutory or regulatory obligations
840		or as a result of such employee’s termination, death or disability.

841		“Documentation Agents” means the Co-Documentation Agents identified on the cover
842		page of this Agreement.

843		“Dollar Equivalent” of any amount means, at the time of determination thereof, (a) if
844		such amount is expressed in a Foreign Currency, the equivalent of such amount in dollars determined by
845		using the rate of exchange for the purchase of the dollars with the Foreign Currency in the London foreign
846		exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a particular
847		day as displayed by ICE Data Services as the “ask price”, or as displayed on such other information
848		service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such
849		service ceases to be available, the equivalent of such amount in dollars as determined by the
850		Administrative Agent using any method of determination it deems appropriate in its sole discretion) and
851		(b) if such amount is denominated in any other currency (other than dollars or a Foreign Currency), the
852		equivalent of such amount in dollars as determined by the Administrative Agent using any method of
853		determination it deems appropriate in its sole discretion.

854		“dollars” or “$” refers to lawful money of the United States of America.

855		“Domestic Loan Party” means any Loan Party, other than a Loan Party that is a Foreign
856		Subsidiary.

857		“Domestic Subsidiary” means any Subsidiary, other than the Foreign Subsidiaries.

858		“~~ECF Percentage” means 50%;~~ ~~provided, that, with respect to any fiscal year of the~~
859		~~Parent Borrower commencing with the fiscal year ending December 31, 2016, the ECF Percentage shall~~
860		~~be reduced to 0% if the Leverage Ratio as of the last day of such fiscal year is no greater than 3.00 to~~
861		~~1.00.~~

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

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

-16-


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

872		“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
873		decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any
874		Governmental Authority, relating in any way to the environment, preservation or reclamation of natural
875		resources, the management, Release or threatened Release of any Hazardous Material or to health and
876		safety matters.

877		“Environmental Liability” means any liabilities, obligations, damages, losses, claims,
878		actions, suits, judgments, or orders, contingent or otherwise (including any liability for damages, costs of
879		environmental remediation, costs of administrative oversight, fines, natural resource damages, penalties
880		or indemnities), directly or indirectly resulting from or relating to (a) compliance or non-compliance with
881		any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of
882		any Hazardous Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d) the Release
883		or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual
884		arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

885		“Equity Interests” means shares of capital stock, partnership interests, membership
886		interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in
887		a Person or any warrants, options or other rights to acquire such interests.

888		“ERISA” means the Employee Retirement Income Security Act of 1974, as amended
889		from time to time.

890		“ERISA Affiliate” means any trade or business (whether or not incorporated) that,
891		together with the Parent Borrower, is treated as a single employer under Section 414(b) or (c) of the Code
892		or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
893		employer under Section 414(b), (c), (m) or (o) of the Code.

894		“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA
895		or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day
896		notice period is waived); (b) a failure by any Plan to satisfy the minimum funding standards (as defined
897		in Section 412 of the Code or Section 302 of ERISA) applicable to such Plan in each instance, whether or
898		not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an
899		application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination
900		that any Plan is, or is expected to be, in “at risk” status (as defined in Section 430(i)(4) of the Code or
901		Section 303(i)(4) of ERISA; (e) the incurrence by the Parent Borrower or any of its ERISA Affiliates of
902		any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by the
903		Parent Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to
904		an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the
905		incurrence by the Parent Borrower or any of its ERISA Affiliates of any liability with respect to the
906		withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the receipt by the Parent
907		Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Parent
908		Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
909		determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV
910		of ERISA or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or
911		Section 305 of ERISA).

-17-


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

914		“EURIBOR Screen Rate” has the meaning assigned to such term in the definition of
915		“LIBO Rate”.

916		“Euro” means the single currency of participating member states of the European Union.

917		“Eurocurrency,” when used in reference to any Loan or Borrowing, refers to whether
918		such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
919		reference to the Adjusted LIBO Rate.

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

921		“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
922		and regulations of the Commission promulgated thereunder.

923		“~~Excess Cash Flow” means, for any fiscal year, the sum (without duplication) of:~~

924		~~(a) Consolidated Net Income for such fiscal year, adjusted to exclude any gains or~~
925		~~losses attributable to Prepayment Events;~~ ~~plus~~

926		~~(b) the excess, if any, of the Net Proceeds received during such fiscal year by~~
927		~~Holdings, the Parent Borrower and its consolidated Subsidiaries (including the Receivables~~
928		~~Subsidiary) in respect of any Prepayment Events over (x) amounts permitted to be reinvested~~
929		~~pursuant to Section 2.11(c) and (y) the aggregate principal amount of Term Loans prepaid~~
930		~~pursuant to Section 2.11(c) in respect of such Net Proceeds;~~ ~~plus~~

931		~~(c) depreciation, amortization and other noncash charges or losses deducted in~~
932		~~determining such consolidated net income (or loss) for such fiscal year; ~~plus~~~~

933		~~(d) the sum of (i) the amount, if any, by which Net Working Capital (adjusted to~~
934		~~exclude changes arising from Permitted Acquisitions and Significant Investments) decreased~~
935		~~during such fiscal year plus (ii) the net amount, if any, by which the consolidated deferred~~
936		~~revenues and other consolidated accrued long-term liability accounts of Holdings, the Parent~~
937		~~Borrower and its consolidated Subsidiaries (including the Receivables Subsidiary) (adjusted to~~
938		~~exclude changes arising from Permitted Acquisitions) increased during such fiscal year plus (iii)~~
939		~~the net amount, if any, by which the consolidated accrued long-term asset accounts of Holdings,~~
940		~~the Parent Borrower and its consolidated Subsidiaries (including the Receivables Subsidiary)~~
941		~~(adjusted to exclude changes arising from Permitted Acquisitions) decreased during such fiscal~~
942		~~year;~~ ~~minus~~

943		~~(e) the sum of (i) any noncash gains included in determining such consolidated net~~
944		~~income (or loss) for such fiscal year plus (ii) the amount, if any, by which Net Working Capital~~
945		~~(adjusted to exclude changes arising from Permitted Acquisitions) increased during such fiscal~~
946		~~year plus (iii) the net amount, if any, by which the consolidated deferred revenues and other~~
947		~~consolidated accrued long-term liability accounts of Holdings, the Parent Borrower and its~~
948		~~consolidated Subsidiaries (including the Receivables Subsidiary) (adjusted to exclude changes~~
949		~~arising from Permitted Acquisitions) decreased during such fiscal year plus (iv) the net amount, if~~
950		~~any, by which the consolidated accrued long-term asset accounts of Holdings, the Parent~~
951		~~Borrower and its consolidated Subsidiaries (including the Receivables Subsidiary) (adjusted to~~

-18-


952		~~exclude changes arising from Permitted Acquisitions) increased during such fiscal year;~~ ~~minus~~

953		~~(f) the sum of (i) Capital Expenditures for such fiscal year and Capital Expenditures~~
954		~~to be made within 90 days following the end of such fiscal year pursuant to binding agreements~~
955		~~entered into by Holdings, the Parent Borrower or any of its consolidated Subsidiaries (including~~
956		~~the Receivables Subsidiary) prior to the end of such fiscal year;~~ ~~provided~~ ~~that to the extent any~~
957		~~such Capital Expenditure is not made (or if the amount of any such Capital Expenditures less than~~
958		~~the amount deducted with respect hereto) within 90 days after such fiscal year, the amount (or~~
959		~~such portion of the amount) thereof shall be added back to Excess Cash Flow for the subsequent~~
960		~~period (except to the extent attributable to the incurrence of Capital Lease Obligations or~~
961		~~otherwise financed by incurring Long-Term Indebtedness) plus (ii) cash consideration paid~~
962		~~during such fiscal year to make acquisitions or other capital investments (except to the extent~~
963		~~financed by incurring Long-Term Indebtedness or through the use of the Available Amount);~~
964		~~minus~~

965		~~(g) the aggregate principal amount of Long-Term Indebtedness repaid or prepaid by~~
966		~~Holdings, the Parent Borrower and its consolidated Subsidiaries (including the Receivables~~
967		~~Subsidiary) during such fiscal year, excluding (i) Indebtedness in respect of Revolving Loans~~
968		~~(except to the extent the Revolving Commitments are permanently reduced in the amount of and~~
969		~~at the time of any such payment) and Letters of Credit, (ii) Term Loans prepaid pursuant to~~
970		~~Section 2.11(c) or (d) and (iii) repayments or prepayments of Long-Term Indebtedness financed~~
971		~~by incurring other Long-Term Indebtedness or through the use of the Available Amount; ~~minus~~~~

972		~~(h) the noncash impact of currency translations and other adjustments to the equity~~
973		~~account, including adjustments to the carrying value of marketable securities and to pension~~
974		~~liabilities, in each case to the extent such items would otherwise constitute Excess Cash Flow.~~

975		“~~Excess Cash Flow Period” means each fiscal year of the Parent Borrower, commencing~~
976		~~with the fiscal year ending December 31, 2016.~~

977		“Exchange Rate” means, with respect to any currency (other than dollars) on any date,
978		the rate at which such currency may be exchanged into dollars, as set forth on such date on the relevant
979		Reuters currency page at or about 11:00 A.M., London time, on such date. In the event that such rate
980		does not appear on any Reuters currency page, the “Exchange Rate” with respect to such currency shall
981		be determined by reference to such other publicly available service for displaying exchange rates as may
982		be agreed upon by the Administrative Agent and the Applicable Borrower or, in the absence of such
983		agreement, such “Exchange Rate” shall instead be the Administrative Agent’s spot rate of exchange in the
984		interbank market where its foreign currency exchange operations in respect of such currency are then
985		being conducted, at or about 10:00 A.M., Local Time, on such date for the purchase of dollars with such
986		currency, for delivery two Business Days later (or such other Business Day as the Administrative Agent
987		shall deem applicable with respect to any currency); provided, that if at the time of any such
988		determination, no such spot rate can reasonably be quoted, the Administrative Agent may use any
989		reasonable method as it deems applicable to determine such rate, and such determination shall be
990		conclusive absent manifest error.

991		“Excluded Swap Obligation” means with respect to any Loan Party, any Swap Obligation
992		if, and to the extent that, and only for so long as, all or a portion of the guarantee of such Loan Party of, or
993		the grant by such Loan Party of a security interest to secure, as applicable, such Swap Obligation (or any
994		guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or
995		order of the Commodity Futures Trading Commission (or the application or official interpretation of any

-19-


996		thereof) by virtue of such Loan Party’s failure to constitute an “eligible contract participant,” as defined in
997		the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of
998		such security interest by, as applicable) such Loan Party becomes or would become effective with respect
999		to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one
1000		Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps
1001		for which such guarantee or security interest is or becomes illegal.

1002		“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
1003		Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any
1004		Applicable Borrower hereunder or under any other Loan Document, (a) income or franchise taxes
1005		imposed on (or measured by) its net or overall gross income (or net worth or similar Taxes imposed in
1006		lieu thereof) by the United States of America, or by any other jurisdiction as a result of such recipient
1007		being organized in or having its principal office in or applicable lending office in such jurisdiction, or as a
1008		result of any other present or former connection (other than a connection arising solely from this
1009		Agreement or any other Loan Document ) between such recipient and such jurisdiction, (b) any branch
1010		profits Taxes imposed by the United States of America or any similar Tax imposed by any other
1011		jurisdiction described in clause (a) above and (c) in the case of a Non-U.S. Lender (other than an assignee
1012		pursuant to a request by the Parent Borrower under Section 2.19(b)), any United States withholding Taxes
1013		resulting from any law in effect (x) at the time such Non-U.S. Lender becomes a party to this Agreement
1014		or, with respect to any additional position in any Loan acquired after such Non-U.S. Lender becomes a
1015		party hereto, at the time such additional position is acquired by such Non-U.S. Lender or (y) at the time
1016		such Non-U.S. Lender designates a new lending office, except to the extent that such Non-U.S. Lender
1017		(or its assignor, if any) was entitled, immediately prior to designation of a new lending office (or
1018		assignment), to receive additional amounts from an Applicable Borrower with respect to such United
1019		States withholding Tax pursuant to Section 2.17(a), (d) any United States withholding Tax imposed
1020		pursuant to FATCA, and (e) any withholding Tax that is attributable to a recipient’s failure to comply
1021		with Section 2.17(f) ~~and (f)~~ ~~any Taxes resulting from a reallocation of obligations by operation of the~~
1022		~~CAM.~~

1023		“Existing Credit Agreement” means the Credit Agreement dated as of October 16, 2013
1024		(~~and~~ as amended ~~by the Incremental Facility Agreement and Amendment dated as of October~~ ~~17,~~
1025		~~2014~~prior to the Restatement Date), among TriMas Company LLC, TriMas Corporation, the other loan
1026		parties party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and
1027		collateral agent, and the other agents party thereto.

1028		“Existing Letters of Credit” means the letters of credit issued under the Existing Credit
1029		Agreement and outstanding as of the Restatement Date, which are listed on Schedule 1.01(a).

1030		“Existing Revolving Commitments” means “Revolving Commitments” outstanding
1031		under the Existing Credit Agreement immediately prior to the Restatement Date.

1032		“Existing Revolving Lender” means a “Revolving Lender” under the Existing Credit
1033		Agreement immediately prior to the Restatement Date.

1034		“Existing Revolving Loans” means “Revolving Loans” outstanding under the Existing
1035		Credit Agreement immediately prior to the Restatement Date.

1036		“Existing Term Loans” means “Term Loans” outstanding under the Existing Credit
1037		Agreement immediately prior to the Restatement Date.

-20-


1038		“Extended Revolving Commitment” has the meaning assigned to such term in Section
1039		2.23(a).

1040		“~~Extended Term Loans” has the meaning assigned to such term in Section 2.23(a).~~

1041		“Extension” has the meaning assigned to such term in Section 2.23(a).

1042		“Extension Offer” has the meaning assigned to such term in Section 2.23(a).

1043		“FATCA” means (i) Sections 1471 through 1474 of the Code, as of the Restatement Date
1044		or any amended or successor provision that is substantively comparable and not materially more onerous
1045		to comply with, and, in each case, any regulations or official interpretations thereof, ~~and~~ (ii) any
1046		agreements entered into pursuant to Section 1471(b)(1) of the Code as of the date this Agreement or any
1047		amended or successor provision as described in clause (i) above. and (iii) any intergovernmental
1048		agreement, treaty or convention among Governmental Authorities (and any related legislation, rules or
1049		official administrative practice) in each case implementing of the aforementioned sections of the Code.

1050		“Federal Funds Effective Rate” means, for any day, the ~~weighted average (rounded~~
1051		~~upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight~~rate calculated by the NYFRB
1052		based on such day’s federal funds transactions ~~with members of the Federal Reserve System arranged by~~
1053		~~Federal funds brokers, as~~by depositary institutions, as determined in such manner as the NYFRB shall set
1054		forth on its public website from time to time, and published on the next succeeding Business Day by the
1055		~~Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day,~~
1056		~~the~~ ~~average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for~~
1057		~~such transactions received by the Administrative Agent from three Federal funds brokers of recognized~~
1058		~~standing selected by it~~NYFRB as the federal funds effective rate; provided that if the Federal Funds
1059		Effective Rate shall be less than zero, such rate shall be deemed to be zero for ~~the~~ purposes of this
1060		Agreement..

1061		“Financial Officer” means the chief financial officer, principal accounting officer,
1062		treasurer or controller of Holdings or the Parent Borrower, as applicable.

1063		“~~Foreign Currency” means Pounds Sterling, the Euro, Australian Dollars and any~~
1064		~~additional currencies determined after the Restatement Date by mutual agreement of the Parent Borrower~~
1065		~~or any Foreign Subsidiary Borrower, as the case may be, the applicable Foreign Currency Lenders and the~~
1066		~~Administrative Agent;~~ ~~provided~~ ~~each such currency is a lawful currency that is readily available, freely~~
1067		~~transferable and not restricted, able to be converted into dollars and available in the London interbank~~
1068		~~deposit market.~~

1069		“Financing Lease Obligations” of any Person means the obligations of such Person to pay
1070		rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal
1071		property, or a combination thereof, which obligations are required to be classified and accounted for as
1072		capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be
1073		the capitalized amount thereof determined in accordance with GAAP; provided that any change in GAAP
1074		after the Restatement Date that would require lease obligations that would have been characterized and
1075		accounted for as operating leases in accordance with GAAP as in effect on the Restatement Date to be
1076		characterized and accounted for as Financing Lease Obligations shall be disregarded for purposes hereof.

1077		“Flood Laws” means, collectively, (i) the National Flood Insurance Reform Act of 1994
1078		(which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster
1079		Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood

-21-


1080		Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the
1081		Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute
1082		thereto.

1083		“Foreign Currency” means Pounds Sterling and the Euro.

1084		“Foreign Currency Agent” means J.P. Morgan Europe Limited, as foreign currency agent
1085		with respect to the Foreign Currency Loans, together with any of its successors.

1086		“Foreign Currency Lenders” means the Fronting Lender and, with respect to any Foreign
1087		Currency, each other Lender as may be designated in writing by the Parent Borrower as a Foreign
1088		Currency Lender with respect to such Foreign Currency which agrees in writing to act as such in
1089		accordance with the terms hereof and are reasonably acceptable to the Administrative Agent (which
1090		Foreign Currency Lenders, as of the Restatement Date, are listed on Schedule 1.01(c)), or any of their
1091		respective affiliates, in each case in their capacities as the lenders of Foreign Currency Loans pursuant to
1092		Section 2.01(a).

1093		“Foreign Currency Loan Participants” means, with respect to each Foreign Currency
1094		Loan, the collective reference to all Revolving Lenders other than the Foreign Currency Lenders with
1095		respect to such Foreign Currency Loan.

1096		“Foreign Currency Loans” means Revolving Loans denominated in any Foreign
1097		Currency.

1098		“Foreign Currency Participation Fee” has the meaning assigned to such term in Section
1099		2.12(e).

1100		“Foreign Currency Participating Interest” has the meaning assigned to such term in
1101		Section 2.24(a).

1102		“Foreign Currency Revolving Exposure” means, with respect to any Revolving Lender at
1103		any time, the sum of (a) the LC Exposure of such Lender in respect of Letters of Credit denominated in
1104		LC Foreign Currencies and (b) such Lender’s Applicable Percentage of the Dollar Equivalent of the
1105		aggregate principal amount of Foreign Currency Loans outstanding at such time.

1106		“Foreign Currency Sublimit” means $~~75,000,000~~125,000,000.

1107		“Foreign Obligations” means any Obligations owing by any Foreign Subsidiary
1108		Borrower.

1109		“Foreign Security Collateral and Guarantee Requirement” means the requirement that:

1110		(a) the Collateral Agent shall have received from the applicable Foreign Subsidiary
1111		Borrower and its subsidiaries a counterpart of each Foreign Security Document relating to the
1112		assets (including the Equity Interests of its subsidiaries) of such Foreign Subsidiary Borrower,
1113		excluding assets as to which the Collateral Agent shall determine in its reasonable discretion,
1114		after consultation with the Parent Borrower, that the costs and burdens of obtaining a security
1115		interest are excessive in relation to the value of the security afforded thereby;

1116		(b) all documents and instruments (including legal opinions) required by law or
1117		reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens

-22-


1118		intended to be created over the assets specified in clause (a) above and perfect such Liens to the
1119		extent required by, and with priority required by, such Foreign Security Documents, shall have
1120		been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or
1121		recording;

1122		(c) such Foreign Subsidiary Borrower and its subsidiaries shall become a guarantor
1123		of the obligations under the Loan Documents of other Foreign Subsidiary Borrowers, if any,
1124		under a guarantee agreement reasonably acceptable to the Collateral Agent, in either case duly
1125		executed and delivered on behalf of such Foreign Subsidiary Borrower and such subsidiaries,
1126		except that such guarantee shall not be required if the Collateral Agent shall determine in its
1127		reasonable discretion, after consultation with the Parent Borrower, that the benefits of such a
1128		guarantee are limited and such limited benefits are not justified in relation to the burdens imposed
1129		by such guarantee on the Parent Borrower and its Subsidiaries; and

1130		(d) such Foreign Subsidiary Borrower shall have obtained all consents and approvals
1131		required to be obtained by it in connection with the execution and delivery of such Foreign
1132		Security Documents, the performance of its obligations thereunder and the granting by it of the
1133		Liens thereunder.

1134		“Foreign Security Documents” means any agreement or instrument entered into by any
1135		Foreign Subsidiary Borrower that is reasonably requested by the Collateral Agent providing for a Lien
1136		over the assets (including shares of other Subsidiaries) of such Foreign Subsidiary Borrower.

1137		“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a
1138		jurisdiction other than the United States of America or any State thereof or the District of Columbia.

1139		“Foreign Subsidiary Borrowers” means any wholly owned Foreign Subsidiary of the
1140		Parent Borrower organized under the laws of ~~Australia,~~ England and Wales, any member nation of the
1141		European Union or any other nation in Europe reasonably acceptable to the Collateral Agent that becomes
1142		a party to this Agreement in accordance with the requirements set forth in Section 2.20 (it being
1143		understood that as of the Restatement Date, each of Rieke-Lamons Nederland Holdings B.V. and TriMas
1144		Corporation Limited is a Foreign Subsidiary Borrower).

1145		“Foreign Subsidiary Borrowing Agreement” means an agreement substantially in the
1146		form of Exhibit C.

1147		“Fronted Foreign Currency Loans” means the Foreign Currency Loans made by the
1148		Fronting Lender (other than Foreign Currency Loans made by it in an amount equal to the Fronting
1149		Lender’s Applicable Percentage of outstanding Foreign Currency Loans).

1150		“Fronting Lender” means JPMorgan Chase Bank, N.A.

1151		“GAAP” means generally accepted accounting principles in the United States of
1152		America.

1153		“Governmental Authority” means the government of the United States of America, any
1154		other nation or any political subdivision thereof, whether state or local, and any agency, authority,
1155		instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
1156		judicial, taxing, regulatory or administrative powers or functions of or pertaining to government
1157		(including any supra-national body exercising such powers or functions, such as the European Union or
1158		the European Central Bank).

-23-



1159		“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or
1160		otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness
1161		or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or
1162		indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
1163		advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to
1164		purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to
1165		purchase or lease property, securities or services for the purpose of assuring the owner of such
1166		Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or
1167		any other financial statement condition or liquidity of the primary obligor so as to enable the primary
1168		obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of
1169		credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term
1170		“Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

1171		“Guarantee Agreement” means the Guarantee Agreement, substantially in the form of
1172		Exhibit D, made by Holdings, the Parent Borrower and the Subsidiary Loan Parties party thereto in favor
1173		of the Collateral Agent for the benefit of the Secured Parties.

1174		“Hazardous Materials” means all explosive, radioactive, hazardous or toxic substances,
1175		wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing
1176		materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or
1177		wastes of any nature regulated pursuant to any Environmental Law.

1178		“Hedging Agreement” means any interest rate protection agreement, foreign currency
1179		exchange agreement, commodity price protection agreement or other interest or currency exchange rate or
1180		commodity price hedging arrangement.

1181		“Holdings” means TriMas Corporation, a Delaware corporation.

1182		“Impacted Currency” has the meaning assigned to such term in the definition of “LIBO
1183		Rate”.

1184		“Impacted Interest Period” has the meaning assigned to such term in the definition of
1185		“LIBO Rate”.

1186		“Impacted Lender” has the meaning assigned to such term in Section 2.26.

1187		“Incremental Commitment” means an Incremental Revolving Commitment ~~or an~~
1188		~~Incremental Term Commitment~~.

1189		“Incremental Equivalent Debt” has the meaning assigned to such term in Section
1190		6.01(a)(xx).

1191		“Incremental Facility Agreement” means an Incremental Facility Agreement, in form and
1192		substance reasonably satisfactory to the Administrative Agent, among Holdings, the Parent Borrower~~, the~~
1193		~~Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers, if any, the Administrative Agent and
1194		one or more Incremental Lenders, establishing Incremental ~~Term Commitments of any Series or~~
1195		~~Incremental~~ Revolving Commitments and effecting such other amendments hereto and to the other Loan
1196		Documents as are contemplated by Section 2.21.

1197		“Incremental Lender” means an Incremental Revolving Lender ~~or an Incremental Term~~
1198		~~Lender.~~

-24-



1199		“Incremental Revolving Commitment” means, with respect to any Lender, the
1200		commitment, if any, of such Lender, established pursuant to an Incremental Facility Agreement and
1201		Section 2.21, to make Revolving Loans and to acquire participations in Letters of Credit and Swingline
1202		Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such
1203		Lender’s Revolving Exposure under such Incremental Facility Agreement.

1204		“Incremental Revolving Lender” means a Lender with an Incremental Revolving
1205		Commitment.

1206		“~~Incremental Term Commitment” means, with respect to any Lender, the commitment, if~~
1207		~~any, of such Lender, established pursuant an Incremental Facility Agreement and Section 2.21, to make~~
1208		~~Incremental Term Loans of any Series hereunder, expressed as an amount representing the maximum~~
1209		~~principal amount of the Incremental Term Loans of such Series to be made by such Lender.~~

1210		“~~Incremental Term Loans” means any term loans made pursuant to Section 2.21(a).~~

1211		“~~Incremental Term Lender” means a Lender with an Incremental Term Commitment or~~
1212		~~an outstanding Incremental Term Loan.~~

1213		“~~Incremental Term Maturity Date” means, with respect to Incremental Term Loans of~~
1214		~~any Series, the scheduled date on which such Incremental Term Loans shall become due and payable in~~
1215		~~full hereunder, as specified in the applicable Incremental Facility Agreement.~~

1216		“Indebtedness” of any Person means, without duplication, (a) all obligations of such
1217		Person for borrowed money or with respect to advances of any kind, (b) all obligations of such Person
1218		evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon
1219		which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or
1220		other title retention agreements relating to property acquired by such Person, (e) all obligations of such
1221		Person in respect of the deferred purchase price of property or services (excluding current accounts
1222		payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for
1223		which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
1224		any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby
1225		has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all ~~Capital~~Financing
1226		Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an
1227		account party in respect of letters of credit and letters of guaranty ~~and~~, (j) all obligations, contingent or
1228		otherwise, of such Person in respect of bankers’ acceptances and (k) obligations in respect of Swaps and
1229		Hedging Agreements in excess of $5,000,000 in the aggregate (it being understood that the amount of
1230		obligations in respect of Swaps and Hedging Agreements shall be calculated as of any date of
1231		determination as the maximum aggregate amount (giving effect to any netting agreements) that Holdings,
1232		the Parent Borrower or the applicable Subsidiary would be required to pay if all Swaps and Hedging
1233		Agreements were terminated at such time). The Indebtedness of any Person shall include the
1234		Indebtedness of any other entity (including any partnership in which such Person is a general partner) to
1235		the extent such Person is liable therefor as a result of such Person’s ownership interest in or other
1236		relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person
1237		is not liable therefor. Notwithstanding anything to the contrary in this paragraph, the term “Indebtedness”
1238		shall not include (a) agreements providing for indemnification, purchase price adjustments or similar
1239		obligations incurred or assumed in connection with the acquisition or disposition of assets or capital stock
1240		~~and~~; (b) trade payables and accrued expenses in each case arising in the ordinary course of business.; (c)
1241		earn-out obligations until any such obligation becomes a liability on the balance sheet; (d) deferred or
1242		prepaid revenues; (e) purchase price holdbacks in respect of a portion of the purchase price of an asset to

-25-


1243		satisfy warranty or other unperformed obligations of the respective seller; (f) deferred compensation to
1244		employees of the Parent Borrower or any Subsidiary incurred in the ordinary course of business; and (g)
1245		Non-Financing Lease Obligations.

1246		“Indemnified Taxes” means (a) any Taxes, other than Excluded Taxes, and (b) Other
1247		Taxes.

1248		“Indemnity, Subrogation and Contribution Agreement” means the Indemnity,
1249		Subrogation and Contribution Agreement, substantially in the form of Exhibit E, among the Parent
1250		Borrower, the Subsidiary Loan Parties party thereto and the Collateral Agent.

1251		“Information Memorandum” means the Confidential Information Memorandum dated
1252		~~June 1, 2015~~August 2017, relating to the Parent Borrower and the Transactions.

1253		“Interest Election Request” means a request by the Parent Borrower~~, a Subsidiary Term~~
1254		~~Borrower~~ or a Foreign Subsidiary Borrower, as the case may be, to convert or continue a Revolving Loan
1255		~~or Tranche A Term Borrowing~~ in accordance with Section 2.07.

1256		“Interest Expense Coverage Ratio” means, as of the last day of any fiscal quarter, the
1257		ratio of (a) Consolidated EBITDA to (b) the sum of (i) Consolidated Cash Interest Expense and (ii)
1258		Preferred Dividends, in each case for the period of four consecutive fiscal quarters then ended.

1259		“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline
1260		Loan), the last day of each March, June, September and December, (b) with respect to any Eurocurrency
1261		Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in
1262		the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each
1263		day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the
1264		first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Loan is
1265		required to be repaid.

1266		“Interest Period” means, with respect to any Eurocurrency Borrowing, the period
1267		commencing on the date of such Borrowing and ending on the numerically corresponding day in the
1268		calendar month that is one, two, three or six months thereafter (or twelve months thereafter if, at the time
1269		of the relevant Borrowing, all Lenders participating therein agree to make an interest period of such
1270		duration available), as the Parent Borrower~~, a Subsidiary Term Borrower~~ or a Foreign Subsidiary
1271		Borrower, as the case may be, may elect; provided that (a) if any Interest Period would end on a day other
1272		than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless
1273		such next succeeding Business Day would fall in the next calendar month, in which case such Interest
1274		Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the
1275		last Business Day of a calendar month (or on a day for which there is no numerically corresponding day
1276		in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar
1277		month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on
1278		which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or
1279		continuation of such Borrowing.

1280		“Interpolated Rate” means, at any time and with respect to any Impacted Currency for
1281		any Impacted Interest Period, the rate per annum (rounded to the same number of decimal places as the
1282		applicable Screen Rate) determined by the Administrative Agent (which determination shall be
1283		conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a
1284		linear basis between: (a) the applicable Screen Rate (for the longest period for which such Screen Rate is
1285		available for the Impacted Currency) that is shorter than the Impacted Interest Period and (b) the

-26-


1286		applicable Screen Rate (for the shortest period for which such Screen Rate is available for the Impacted
1287		Currency) that exceeds the Impacted Interest Period, in each case, as of the Specified Time on the
1288		Quotation Day. When determining the rate for a period which is less than the shortest period for which
1289		the applicable Screen Rate is available, such Screen Rate for purposes of clause (a) above shall be deemed
1290		to be (i) if the Impacted Currency is dollars, the overnight rate for dollars determined by the
1291		Administrative Agent from such service as the Administrative Agent may select and (ii) otherwise, the
1292		Overnight LIBO Rate.

1293		“IRS” means the United States Internal Revenue Service.

1294		“ISP” means, with respect to any Letter of Credit, the International Standby Practices
1295		1998 published by the Institute of International Banking Law & Practice, Inc. (or such later version
1296		thereof as may be in effect at the time of such issuance).

1297		“Issuing Bank” means any of JPMCB, Bank of America, N.A. or Wells Fargo Bank,
1298		National Association, each in its capacity as an issuer of Letters of Credit hereunder, and their respective
1299		successors in such capacity as provided in Section 2.05(i). Any Issuing Bank may, in its discretion,
1300		arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank and in each such
1301		case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by
1302		such Affiliate. References herein and in the other Loan Documents to the Issuing Bank shall be deemed
1303		to refer to the Issuing Bank in respect of the applicable Letter of Credit or to all Issuing Banks, as the
1304		context requires. Notwithstanding the foregoing, each institution listed on Schedule 1.01(a) shall be
1305		deemed to be an Issuing Bank with respect to the Existing Letters of Credit issued by it.

1306		“ITA” means the UK Income Tax Act 2007.

1307		“JPMCB” means JPMorgan Chase Bank, N.A.

1308		“Judgment Currency” has the meaning assigned to such term in Section 10.14.

1309		“Judgment Currency Conversion Date” has the meaning assigned to such term in Section
1310		10.14.

1311		“Latest Maturity Date” means, as of any date of determination, the latest Maturity Date
1312		applicable to any Loans outstanding or Commitments in effect hereunder.

1313		“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
1314		Credit.

1315		“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
1316		outstanding Letters of Credit (including the aggregate Dollar Equivalent of the undrawn amount of all
1317		outstanding Letters of Credit denominated in LC Foreign Currencies) at such time plus (b) the aggregate
1318		amount of all LC Disbursements (including the Dollar Equivalent of the amount of LC Disbursements
1319		made in LC Foreign Currencies) that have not yet been reimbursed by or on behalf of the Parent Borrower
1320		at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of
1321		the total LC Exposure at such time (including, for the avoidance of doubt, such Revolving Lender’s
1322		Applicable Percentage of the Dollar Equivalent of the total LC Exposure denominated in an LC Foreign
1323		Currency); provided that at any time that any tranche of Revolving Commitments has terminated or been
1324		expired and there is LC Exposure outstanding under such tranche of Revolving Commitments, the LC
1325		Exposure of any Revolving Lender under such tranche of Revolving Commitments at any time shall be an
1326		amount equal to its percentage of the total LC Exposure under such tranche represented by such Lender’s

-27-


1327		Revolving Commitment most recently in effect, giving effect to any assignments; provided, further, that
1328		for all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its
1329		terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
1330		such Letter of Credit shall be deemed to be outstanding in the amount so remaining available to be drawn.

1331		“LC Foreign Currency” means Pounds Sterling, and the Euro~~, Australian Dollars and any~~
1332		~~additional currencies determined after the Restatement Date by mutual agreement of the Parent Borrower~~
1333		~~or any Foreign Subsidiary Borrower, as the case may be, the Issuing Bank and the Administrative Agent;~~
1334		~~provided~~ ~~that each such currency is a lawful currency that is readily available, freely transferable and not~~
1335		~~restricted, able to be converted into dollars and available in the London interbank deposit market.~~.

1336		“LC Reserve Account” has the meaning assigned to such term in Section 9.02(a).

1337		“LC Sublimit” means $40,000,000.

1338		“LCT Election” has the meaning assigned to such term in Section 1.05.

1339		“LCT Test Date” has the meaning assigned to such term in Section 1.05.

1340		“Lender Affiliate” means, (a) with respect to any Lender, (i) an Affiliate of such Lender
1341		or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making,
1342		purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary
1343		course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b)
1344		with respect to any Lender that is a fund that invests in bank loans and similar extensions of credit, any
1345		other fund that invests in bank loans and similar extensions of credit and is managed by the same
1346		investment advisor as such Lender or by an Affiliate of such investment advisor.

1347		“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall
1348		have become a party hereto pursuant to an Assignment and Assumption or an Incremental Facility
1349		Agreement, as the case may be, other than any such Person that ceases to be a party hereto pursuant to an
1350		Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the
1351		Swingline Lenders and the Fronting Lender.

1352		“Letter of Credit” means any letter of credit issued pursuant to this Agreement. Each
1353		Existing Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder as of the
1354		Restatement Date for all purposes of the Loan Documents.

1355		“Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness as of such date
1356		to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of Holdings ended on such
1357		date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of
1358		Holdings most recently ended prior to such date for which financial statements are available).

1359		“LIBO Rate” means, (a) with respect to any Eurocurrency Borrowing denominated in any
1360		currency other than Euro ~~and Australian Dollars~~ for any Interest Period, the London interbank offered rate
1361		as administered by the ICE Benchmark Administration appearing on the Reuters “LIBOR01” or
1362		“LIBOR02” screen (or on any successor or substitute page of such service, or any successor or substitute
1363		screen provided by Reuters, or any successor to or substitute for such service, providing rate quotations
1364		comparable to those currently provided on such screen, as determined by the Administrative Agent from
1365		time to time for purposes of providing quotations of interest rates applicable to deposits in the applicable
1366		currency in the London interbank market) as of the Specified Time on the Quotation Day for such Interest
1367		Period (or, in the case of any Eurocurrency Borrowing denominated in Pounds Sterling, on the first day of

-28-


1368		such Interest Period), as the rate for deposits in the applicable currency with a maturity comparable to
1369		such Interest Period (the “LIBOR Screen Rate”), and (b) with respect to any Eurocurrency Borrowing
1370		denominated in Euro for any Interest Period, the rate appearing on the Reuters Screen EURIBOR01 Page
1371		(it being understood that this rate is the Euro interbank offered rate (known as the “EURIBOR Rate”)
1372		sponsored by the Banking Federation of the European Union (known as the “FBE”) and the Financial
1373		Markets Association (known as the “ACI”)) as of the Specified Time on the Quotation Day for such
1374		Interest Period, as the rate for deposits in Euro with a maturity comparable to such Interest Period (the
1375		“EURIBOR Screen Rate”~~) and (c)~~ ~~with respect to any Eurocurrency Borrowing denominated in~~
1376		~~Australian Dollars for any Interest Period, the average bid rate appearing on the Reuters Screen BBSY~~
1377		~~page as of the Specified Time on the Quotation Day for such Interest Period for a term equivalent to such~~
1378		~~Interest Period (the “AUD Screen Rate~~”; and together with the LIBOR ~~Screen Rate and the Euribor~~
1379		Screen Rate, the “Screen Rates” and each a “Screen Rate”). If for any reason the applicable Screen Rate
1380		shall not be available at such time for such Interest Period (an “Impacted Interest Period”) with respect to
1381		the relevant currency (the “Impacted Currency”), then the “LIBO Rate” shall be the Interpolated Rate at
1382		such time. Notwithstanding anything to the contrary in this Agreement, if any Screen Rate or Interpolated
1383		Rate shall be less than zero, such Screen Rate or Interpolated Rate, as applicable, shall be deemed to be
1384		zero for purposes of this Agreement.

1385		“~~LIBOR Screen Rate” has the meaning assigned to such term in the definition of “LIBO~~
1386		~~Rate”.~~

1387		“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
1388		hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor
1389		or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any
1390		financing lease having substantially the same economic effect as any of the foregoing) relating to such
1391		asset and (c) in the case of securities, any purchase option, call or similar right of a third party with
1392		respect to such securities.

1393		“Limited Conditionality Acquisition” ~~has the meaning assigned to such term in Section~~
1394		~~2.21(c)~~means an acquisition permitted by this Agreement for which the Parent Borrower has determined,
1395		in good faith, that limited conditionality is reasonably necessary.

1396		“Limited Conditionality Acquisition Agreement” ~~has the meaning assigned to such term~~
1397		~~in Section 2.21(c)~~means, with respect to any Limited Conditionality Acquisition, the definitive
1398		acquisition documentation in respect thereof.

1399		“Loan Documents” means this Agreement, the Replacement Revolving Facility
1400		Amendment, any Incremental Facility Agreement, any Foreign Subsidiary Borrowing Agreement, the
1401		Security Documents and the promissory notes, if any, executed and delivered pursuant to Section 2.09(e).

1402		“Loan Parties” means Holdings, the Parent Borrower, the ~~Subsidiary Term Borrowers,~~
1403		~~the~~ Foreign Subsidiary Borrowers and the other Subsidiary Loan Parties.

1404		“Loans” means the loans made by the Lenders to the Parent Borrower~~, the Subsidiary~~
1405		~~Term Borrowers~~ and the Foreign Subsidiary Borrowers pursuant to this Agreement.

1406		“Local Time” means (a) with respect to Foreign Currency Loans and Letters of Credit
1407		denominated in Euros or Pounds Sterling, local time in London, (b) with respect to Foreign Currency
1408		Loans denominated in currencies other than Euros and Pounds Sterling and Letters of Credit denominated
1409		in LC Foreign Currencies other than Euros and Pounds Sterling, local time in the Principal Financial
1410		Center for the applicable currency and (c) with respect to any other Loans, local time in New York City.

-29-



1411		“Long-Term Indebtedness” means any Indebtedness that, in accordance with GAAP,
1412		constitutes (or, when incurred, constituted) a long-term liability, including the current portion of any
1413		Long-Term Indebtedness.

1414		“Margin Stock” shall have the meaning assigned to such term in Regulation U.

1415		“Market Capitalization” means an amount equal to (a) the total number of issued and
1416		outstanding shares of common Equity Interests of Holdings or any direct or indirect parent of Holdings on
1417		the date of the declaration of a Restricted Payment permitted pursuant to Section 6.08(a)(xii) multiplied
1418		by (b) the arithmetic mean of the closing prices per share of such common Equity Interests on the
1419		principal securities exchange on which such common Equity Interests are traded or quoted for the 30
1420		consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

1421		“Material Adverse Effect” means a material adverse effect on (a) the business,
1422		operations, properties, assets, financial condition, or material agreements of Holdings, the Parent
1423		Borrower and the Subsidiaries (including the Receivables Subsidiary), taken as a whole, (b) the ability of
1424		any Loan Party in any material respect to perform any of its obligations under any Loan Document or (c)
1425		the rights of or benefits available to the Lenders under any Loan Document.

1426		“Material Agreements” means any agreements or instruments relating to Material
1427		Indebtedness.

1428		“Material Indebtedness” means (a) obligations in respect of the Permitted Receivables
1429		Financing and (b) any other Indebtedness (other than the Loans and Letters of Credit), or obligations in
1430		respect of one or more Hedging Agreements, of any one or more of Holdings, the Parent Borrower and its
1431		Subsidiaries in an aggregate principal amount exceeding $~~25,000,000~~50,000,000. For purposes of
1432		determining Material Indebtedness, the “principal amount” of the obligations of Holdings, the Parent
1433		Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum
1434		aggregate amount (giving effect to any netting agreements) that Holdings, the Parent Borrower or such
1435		Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

1436		“Maturity Date” means the ~~Tranche A Maturity Date, the Incremental Term Maturity~~
1437		~~Date with respect to Incremental Term Loans of any Series, the~~ Revolving Maturity Date or the scheduled
1438		maturity date in respect of any Extended ~~Term Loans or Extended~~ Revolving Commitments, as the
1439		context requires.

1440		“Minimum Extension Condition” has the meaning assigned to such term in Section
1441		2.23(b).

1442		~~“Minimum Tranche Amount” has the meaning assigned to such term in Section 2.23(b).~~

1443		“Moody’s” means Moody’s Investors Service, Inc.

1444		“Mortgage” means a mortgage, deed of trust, assignment of leases and rents, leasehold
1445		mortgage or other security document granting a Lien on any Mortgaged Property to secure the
1446		Obligations. Each Mortgage shall be substantially in the form of Exhibit F with such changes as are
1447		necessary under applicable local law.

1448		“Mortgage Amendment” has the meaning assigned to such term in Section 4.04(f).

-30-



1449		“Mortgaged Property” means each parcel of real property and improvements thereto with
1450		respect to which a Mortgage is granted pursuant to Section 5.12 or 5.13.

1451		“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
1452		ERISA.

1453		“Net Proceeds” means, with respect to any event (a) the cash proceeds received in respect
1454		of such event including (i) any cash received in respect of any noncash proceeds, but only as and when
1455		received, (ii) in the case of a casualty, insurance proceeds in excess of $1,000,000 and (iii) in the case of a
1456		condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all
1457		reasonable fees and out-of-pocket expenses paid by Holdings, the Parent Borrower and the Subsidiaries to
1458		third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or
1459		other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a
1460		condemnation or similar proceeding), the amount of all payments required to be made by Holdings, the
1461		Parent Borrower and the Subsidiaries as a result of such event to repay Indebtedness (other than Loans)
1462		secured by such asset or otherwise subject to mandatory prepayment as a result of such event, and (iii) the
1463		amount of all Taxes paid (or reasonably estimated to be payable) by Holdings, the Parent Borrower and
1464		the Subsidiaries, and the amount of any reserves established by Holdings, the Parent Borrower and the
1465		Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the 24-
1466		month period immediately following such event and that are directly attributable to such event (as
1467		determined reasonably and in good faith by the chief financial officer of Holdings or the Parent Borrower)
1468		to the extent such liabilities are actually paid within such applicable time periods. ~~Notwithstanding~~
1469		~~anything to the contrary set forth above, (x) the proceeds of any sale, transfer or other disposition of~~
1470		~~receivables (or any interest therein) pursuant to any Permitted Receivables Financing or any Specified~~
1471		~~Vendor Receivables Financing shall be deemed to not constitute Net Proceeds and (y) the proceeds of the~~
1472		~~Designated Asset Sale in an amount not to exceed the amount of Restricted Payments permitted to be~~
1473		~~made on the date of designation of the Designated Asset Sale pursuant to Section 6.08(a)(viii) shall be~~
1474		~~deemed to not constitute Net Proceeds.~~

1475		~~“Net Working Capital” means, at any date, (a) the consolidated current assets of~~
1476		~~Holdings, the Parent Borrower and its consolidated Subsidiaries (including the Receivables Subsidiary) as~~
1477		~~of such date (excluding cash and Permitted Investments) minus (b) the consolidated current liabilities of~~
1478		~~Holdings, the Parent Borrower and its consolidated Subsidiaries (including the Receivables Subsidiary) as~~
1479		~~of such date (excluding current liabilities in respect of Indebtedness). Net Working Capital at any date~~
1480		~~may be a positive or negative number. Net Working Capital increases when it becomes more positive or~~
1481		~~less negative and decreases when it becomes less positive or more negative.~~

1482		“Non-Consenting Lender” has the meaning assigned to such term in Section 10.02(c).

1483		“Non-Defaulting Lender” means, at any time, any Revolving Lender that is not a
1484		Defaulting Lender at such time.

1485		“Non-Financing Lease Obligation” means a lease obligation that is not required to be
1486		classified and accounted for as a financing or capital lease on both the balance sheet and the income
1487		statement for financial reporting purposes in accordance with GAAP. For the avoidance of doubt, a
1488		straight-line or operating lease shall be considered a Non-Financing Lease Obligation.

1489		“Non-U.S. Lender” means a Lender or Issuing Bank that is not a U.S. Person.

-31-


1490		“Not Otherwise Applied” means, with reference to any proceeds of any transaction or
1491		event that is proposed to be applied to a particular use or transaction, that such amount has not previously
1492		been (and is not simultaneously being) applied to anything other than such particular use or transaction.

1493		“NYFRB” means the Federal Reserve Bank of New York.

1494		“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in
1495		effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is
1496		not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are
1497		published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds
1498		transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds
1499		broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be
1500		less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

1501		“Obligations” has the meaning assigned to such term in the Security Agreement.

1502		“OFAC”: means the Office of Foreign Assets Control of the U.S. Department of
1503		Treasury.

1504		“Original Credit Agreement” means the Credit Agreement dated as of October 16, 2013,
1505		among TriMas Company LLC, TriMas Corporation, the other loan parties party thereto, the lenders party
1506		thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other agents
1507		party thereto, as in effect on the Closing Date.

1508		“Other Taxes” means any present or future stamp, court, documentary, intangible,
1509		recording, filing or similar excise or property Taxes that arise from any payment made under, from the
1510		execution, delivery, performance, enforcement or registration of, or from the registration, receipt or
1511		perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such
1512		Taxes imposed with respect to an assignment (other than an assignment under Section 2.19(b)).

1513		“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight
1514		federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository
1515		institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website
1516		from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight
1517		bank funding rate (from and after such date as the NYFRB shall commence to publish such composite
1518		rate).

1519		“Overnight LIBO Rate” means, with respect to any Loans or overdue amount in respect
1520		thereof, the rate of interest per annum at which overnight deposits in the applicable currency, in an
1521		amount approximately equal to the amount with respect to which such rate is being determined, would be
1522		offered for such day by a branch or affiliate of JPMorgan Chase Bank, N.A. in the applicable offshore
1523		interbank market for such currency to major banks in such interbank market.

1524		“Parallel Debt Foreign Obligations” has the meaning assigned to such term in Section
1525		10.18(b).

1526		“~~Parallel Debt U.S. Obligations” has the meaning assigned to such term in Section~~
1527		~~10.18(a).~~

1528		“Parent Borrower” means TriMas Company LLC, a Delaware limited liability company.

-32-



1529		“Participant” has the meaning assigned to such term in Section 10.04(e).

1530		“Participant Register” has the meaning assigned to such term in Section 10.04(e).

1531		“PATRIOT Act” has the meaning assigned to such term in Section 10.16.

1532		“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in
1533		ERISA and any successor entity performing similar functions.

1534		“Perfection Certificate” means a certificate in the form of Annex I to the Security
1535		Agreement or any other form approved by the Collateral Agent.

1536		“Permitted Acquisition” means any acquisition, whether by purchase, merger,
1537		consolidation or otherwise, by the Parent Borrower or a Subsidiary of all or substantially all the assets of,
1538		or all of the Equity Interests in, a Person or a division, line of business or other business unit of a Person
1539		so long as (a) such acquisition shall not have been preceded by a tender offer that has not been approved
1540		or otherwise recommended by the board of directors of such Person, (b) such assets are to be used in, or
1541		such Person so acquired is engaged in, as the case may be, a business of the type conducted by the Parent
1542		Borrower and its Subsidiaries on the Restatement Date or in a business reasonably related thereto and (c)
1543		immediately after giving effect thereto, (i) (other than with respect to Limited Conditionality
1544		Acquisitions) no Default has occurred and is continuing or would result therefrom, (ii) all transactions
1545		related thereto are consummated in all material respects in accordance with applicable laws, (iii) all of the
1546		Equity Interests (other than Assumed Preferred Stock) of each Subsidiary formed for the purpose of or
1547		resulting from such acquisition shall be owned directly by the Parent Borrower or a Subsidiary and all
1548		actions required to be taken under Sections 5.12 and 5.13 have been taken, (iv) (other than with respect to
1549		Limited Conditionality Acquisitions) ~~the~~each of the Total Net Leverage Ratio and the Senior Secured Net
1550		Leverage Ratio, on a pro forma basis after giving effect to such acquisition and recomputed as of the last
1551		day of the most recently ended fiscal quarter of Holdings for which financial statements are available, as
1552		if such acquisition (and any related incurrence orand repayment of Indebtedness) had occurred on the first
1553		day of the relevant period (provided that any acquisition that occurs prior to the first testing period under
1554		Section 6.13 shall be deemed to have occurred during such first testing period), is at least 0.25 less than is
1555		otherwise required pursuant to Section 6.13 at the time of such event, (v) any Indebtedness or any
1556		preferred stock that is incurred, acquired or assumed in connection with such acquisition shall be in
1557		compliance with Section 6.01 and (vi) the Parent Borrower has delivered to the Administrative Agent an
1558		officers’ certificate to the effect set forth in clauses (a), (b) and (c)(i) through (v) above, together with all
1559		relevant financial information for the Person or assets to be acquired; provided further that no Limited
1560		Conditionality Acquisition shall become effective unless (i) no Default or Event of Default shall have
1561		occurred and be continuing as of the date of entry into the Limited Conditionality Acquisition Agreement,
1562		(ii) on the date of effectiveness of the Limited Conditionality Acquisition Agreement, the representations
1563		and warranties of each Loan Party set forth in the Loan Documents shall be true and correct on and as of
1564		such date and (iii) on the date of effectiveness of the Limited Conditionality Acquisition Agreement and
1565		assuming ~~such Incremental Term Loans were made on such date, the~~any related incurrence and
1566		repayment of Indebtedness, each of the Total Net Leverage Ratio ~~of Holdings~~and the Senior Secured Net
1567		Leverage Ratio, on a pro forma basis after giving effect to such acquisition, is at least 0.25 less than is
1568		otherwise required pursuant to Section 6.13 on such date.

1569		“Permitted Encumbrances” means:

1570		(a) Liens imposed by law for taxes, assessments or other governmental charges that
1571		are not yet due or are being contested in compliance with Section 5.05;

-33-



1572		(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other
1573		like Liens imposed by law, arising in the ordinary course of business and securing obligations that
1574		are not overdue by more than 3060 days or are being contested in compliance with Section 5.05;

1575		(c) pledges and deposits made in the ordinary course of business in compliance with
1576		workers’ compensation, unemployment insurance and other social security laws or regulations;

1577		(d) deposits to secure the performance of bids, trade contracts, leases, statutory
1578		obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in
1579		each case in the ordinary course of business;

1580		(e) judgment Liens in respect of judgments and attachments Liens that do not
1581		constitute an Event of Default under clause (k) of Article VII and notices of lis pendens and
1582		associated rights related to litigation being contested in good faith by appropriate proceedings and
1583		for which adequate reserves have been made;

1584		(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real
1585		property imposed by law or arising in the ordinary course of business that do not secure any
1586		monetary obligations and do not materially detract from the value of the affected property or
1587		interfere with the ordinary conduct of business of Holdings, the Parent Borrower or any
1588		Subsidiary;

1589		(g) ground leases in respect of real property on which facilities owned or leased by
1590		Holdings, the Parent Borrower or any of the Subsidiaries are located, other than any Mortgaged
1591		Property;

1592		(h) Liens (i) in favor of credit card processors securing obligations in connection
1593		with credit card processing services incurred in the ordinary course of business and (ii) in favor or
1594		customs and revenue authorities arising as a matter of law to secure payment of customs duties in
1595		connection with the importation of goods in the ordinary course of business;

1596		(i) leases or subleases granted to other Persons and not interfering in any material
1597		respect with the business of Holdings, the Parent Borrower and the Subsidiaries, taken as a
1598		whole;

1599		(j) banker’s liens, rights of set-off or similar rights, in each case arising by operation
1600		of law; and

1601		(k) Liens in favor of a landlord on leasehold improvements in leased premises;

1602		provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

1603		“Permitted Investments” means:

1604		(a) direct obligations of, or obligations the principal of and interest on which are
1605		unconditionally guaranteed by, the United States of America (or by any agency thereof to the
1606		extent such obligations are backed by the full faith and credit of the United States of America), in
1607		each case maturing within one year from the date of acquisition thereof;

-34-


1608		(b) investments in commercial paper maturing within one year from the date of
1609		acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable
1610		from S&P or from Moody’s;

1611		(c) investments in certificates of deposit, banker’s acceptances and time deposits
1612		maturing within one year from the date of acquisition thereof issued or guaranteed by or placed
1613		with, and money market deposit accounts issued or offered by, any domestic office of any
1614		commercial bank organized under the laws of the United States of America or any State thereof
1615		that has a combined capital and surplus and undivided profits of not less than $500,000,000;

1616		(d) fully collateralized repurchase agreements with a term of not more than 30 days
1617		for securities described in clause (a) above and entered into with a financial institution satisfying
1618		the criteria described in clause (c) above;

1619		(e) securities issued by any state of the United States of America or any political
1620		subdivision of any such state or any public instrumentality thereof having maturities of not more
1621		than six months from the date of acquisition thereof and, at the time of acquisition, having the
1622		highest credit rating obtainable from S&P or from Moody’s;

1623		(f) securities issued by any foreign government or any political subdivision of any
1624		foreign government or any public instrumentality thereof having maturities of not more than six
1625		months from the date of acquisition thereof and, at the time of acquisition, having the highest
1626		credit rating obtainable from S&P or from Moody’s;

1627		(g) investments of the quality as those identified on Schedule 6.04 as “Qualified
1628		Foreign Investments” made in the ordinary course of business;

1629		(h) cash; and

1630		(i) investments in funds that invest solely in one or more types of securities
1631		described in clauses (a), (e) and (f) above.

1632		“Permitted Joint Venture and Foreign Subsidiary Investments” means investments by
1633		Holdings, the Parent Borrower or any Subsidiary in the Equity Interests of (a) any Person that is not a
1634		Subsidiary or (b) any Person that is a Foreign Subsidiary, in an aggregate amount not to exceed
1635		$125,000,000 ~~(provided that such amount shall be increased to (x) $175,000,000 so long as the Leverage~~
1636		~~Ratio is less than 3.75 to 1.00 and (y) $250,000,000 so long as the Leverage Ratio is less than 3.00 to~~
1637		~~1.00)~~.

1638		“Permitted Receivables Documents” means the Receivables Purchase Agreement, the
1639		Receivables Transfer Agreement and all other documents and agreements relating to the Permitted
1640		Receivables Financing.

1641		“Permitted Receivables Financing” means (a) the sale by the Parent Borrower and certain
1642		Subsidiaries (other than Foreign Subsidiaries) of accounts receivable to the Receivables Subsidiary
1643		pursuant to the Receivables Purchase Agreement and (b) the sale or pledge of such accounts receivable
1644		(or participations therein) by the Receivables Subsidiary to certain purchasers pursuant to the Receivables
1645		Transfer Agreement.

1646		“Permitted Tax Distribution” means

-35-


1647		(a) with respect to any taxable period during which the Parent Borrower is treated as
1648		a disregarded entity for U.S. federal income tax purposes and/or any of its Subsidiaries is a
1649		member of a consolidated, unitary, combined or similar tax group in which Holdings or Holdings’
1650		direct or indirect parent is the common parent, distributions by the Parent Borrower to Holdings
1651		to pay the portion of such consolidated, unitary combined or similar tax liability that is
1652		attributable to the taxable income of the Parent Borrower and its Subsidiaries; provided, however,
1653		that the amount of such aggregate amount of payments that would be made pursuant to this clause
1654		(a) in respect of any taxable period does not exceed the actual tax liability of such consolidated,
1655		unitary, combined or similar tax group and

1656		(b) with respect to any taxable period during which Holdings is treated as a
1657		partnership for U.S. federal income tax purposes and the Parent Borrower is treated as a
1658		disregarded entity or partnership for U.S. federal income tax purposes, distributions by the Parent
1659		Borrower to Holdings to pay the portion of the tax liability of Holdings’ direct or indirect owners
1660		that is attributable to the taxable income of the Parent Borrower (determined as if the Parent
1661		Borrower were a taxpayer), in an aggregate amount equal to the product of (y) the taxable income
1662		of the Parent Borrower allocable to Holdings for such period less the cumulative amount of net
1663		taxable loss of the Parent Borrower allocated to Holdings for all prior taxable periods beginning
1664		after the Restatement Date (determined as if such periods were one combined period) to the
1665		extent such prior net losses are of a character (i.e., ordinary or capital) that would have allowed
1666		such losses to be offset against the current period’s income and (z) the highest combined marginal
1667		federal and applicable state and/or local income tax rate applicable to the Parent Borrower for the
1668		taxable period in question (taking into account the deductibility of state and local income taxes
1669		(subject to applicable limitations) for U.S. federal income tax purposes).

1670		~~“~~Permitted Term Loan Refinancing Indebtedness~~” means any Indebtedness incurred to~~
1671		~~refinance all or any portion of the outstanding Term Loans or Incremental Term Loans; ~~provided~~ that, (i)~~
1672		~~such refinancing Indebtedness, if secured, is secured only by the Collateral on a pari passu or junior basis~~
1673		~~with the Obligations under this Agreement (~~provided~~ that the Permitted Term Loan Refinancing~~
1674		~~Indebtedness shall not consist of bank loans that are secured on a pari passu basis with the Obligations~~
1675		~~under this Agreement), (ii) no Subsidiary that is not originally obligated with respect to repayment of the~~
1676		~~Indebtedness being refinanced is obligated with respect to the refinancing Indebtedness, (iii) the weighted~~
1677		~~average life to maturity of the refinancing Indebtedness shall be no shorter than the remaining weighted~~
1678		~~average life to maturity of the Terms Loans being refinanced, (iv) the maturity date in respect of the~~
1679		~~refinancing Indebtedness shall not be earlier than the maturity date in respect of the Indebtedness being~~
1680		~~refinanced, (v) the principal amount of such refinancing Indebtedness does not exceed the principal~~
1681		~~amount of the Indebtedness so refinanced except by an amount (such amount, the “~~Additional Permitted~~~~
1682		~~~~Amount~~”) equal to unpaid accrued interest and premium thereon at such time plus reasonable fees and~~
1683		~~expenses incurred in connection with such refinancing, (vi) the Indebtedness being so refinanced is paid~~
1684		~~down on a dollar-for-dollar basis by such refinancing Indebtedness (other than by the Additional~~
1685		~~Permitted Amount), (vii) the terms of any such refinancing Indebtedness (1) (excluding pricing, fees and~~
1686		~~rate floors and optional prepayment or redemption terms and subject to clause (2) below) reflect, in Parent~~
1687		~~Borrower’s reasonable judgment, then-existing market terms and conditions and (2) (excluding pricing,~~
1688		~~fees and rate floors) are no more favorable to the lenders providing such refinancing Indebtedness than~~
1689		~~those applicable to the Indebtedness being refinanced (in each case, including with respect to mandatory~~
1690		~~and optional prepayments); ~~provided~~ that the foregoing shall not apply to covenants or other provisions~~
1691		~~applicable only to periods after the Latest Maturity Date in effect immediately prior to the establishment~~
1692		~~of such refinancing Indebtedness; ~~provided~~ ~~further~~ that any such refinancing Indebtedness may contain,~~
1693		~~without any Lender’s consent, additional covenants or events of default not otherwise applicable to the~~
1694		~~Indebtedness being refinanced or covenants more restrictive than the covenants applicable to the~~

-36-


1695		~~Indebtedness being refinanced, in each case prior to the Latest Maturity Date in effect immediately prior~~
1696		~~to the establishment of such refinancing Indebtedness, so long as all Lenders receive the benefits of such~~
1697		~~additional covenants, events of default or more restrictive covenants and (viii) such refinancing~~
1698		~~Indebtedness, if secured, shall be subject to a customary intercreditor agreement in form and substance~~
1699		~~reasonably satisfactory to the Administrative Agent.~~

1700		“Permitted Unsecured Debt” means any unsecured notes or bonds or other unsecured
1701		debt securities; provided that (a) such Indebtedness shall not mature prior to the date that is 91 days after
1702		the Latest Maturity Date in effect at the time of the issuance of such Indebtedness and shall not have any
1703		principal payments due prior to such date, except upon the occurrence of a change of control or similar
1704		event (including asset sales), in each case so long as the provisions relating to change of control or similar
1705		events (including asset sales) included in the governing instrument of such Indebtedness provide that the
1706		provisions of this Agreement must be satisfied prior to the satisfaction of such provisions of such
1707		Indebtedness, (b) such Indebtedness is not Guaranteed by any Subsidiary of Holdings other than the Loan
1708		Parties (which Guarantees shall be unsecured and shall be permitted only to the extent permitted by
1709		Section 6.01(a)(vi)), (c) such Indebtedness shall not have any financial maintenance covenants, (d) such
1710		Indebtedness shall not have a definition of “Change of Control” or “Change in Control” (or any other
1711		defined term having a similar purpose) that is materially more restrictive than the definition of Change of
1712		Control set forth herein and (e) such Indebtedness, if subordinated in right of payment to the Obligations,
1713		shall be subject to subordination and intercreditor provisions that are, in the Administrative Agent’s
1714		reasonable judgment, customary under then-existing market convention.

1715		“Person” means any natural person, corporation, limited liability company, trust, joint
1716		venture, association, company, partnership, Governmental Authority or other entity.

1717		“Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
1718		subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and
1719		in respect of which the Parent Borrower or any ERISA Affiliate is (or, if such plan were terminated,
1720		would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
1721		ERISA.

1722		“Pledge Agreement” means the Pledge Agreement, substantially in the form of Exhibit G,
1723		among Holdings, the Parent Borrower, the Subsidiary Loan Parties party thereto and the Collateral Agent
1724		for the benefit of the Secured Parties.

1725		“Pounds Sterling” means the lawful currency of the United Kingdom.

1726		“Preferred Dividends” means any cash dividends of Holdings permitted hereunder paid
1727		with respect to preferred stock of Holdings.

1728		~~“~~Prepayment Event~~” means:~~

1729		~~(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback~~
1730		~~transaction) of any property or asset of Holdings, the Parent Borrower or any Subsidiary, other~~
1731		~~than dispositions described in clauses (a), (b), (c), (d), (f), (g) and (j) (but only to the extent the~~
1732		~~sales, transfers or other dispositions under clause (j) do not exceed $50,000,000) of Section 6.05~~
1733		~~and Section 6.06(a); ~~provided~~ that an Acquisition Lease Financing shall not constitute a~~
1734		~~Prepayment Event; or~~

1735		~~(b) any casualty or other insured damage to, or any taking under power of eminent~~
1736		~~domain or by condemnation or similar proceeding of, any property or asset of Holdings, the~~

-37-


1737		~~Parent Borrower or any Subsidiary having a book value or fair market value in excess of~~
1738		~~$1,000,000, but only to the extent that the Net Proceeds therefrom have not been applied to~~
1739		~~repair, restore or replace such property or asset within 365 days after such event; or~~

1740		~~(c) the incurrence by Holdings, the Parent Borrower or any Subsidiary of any~~
1741		~~Indebtedness, other than Indebtedness permitted by Section 6.01(a).~~

1742		“Prime Rate” means the rate of interest per annum publicly announced from time to time
1743		by JPMCB as its prime rate in effect at its principal office in New York City; each change in the Prime
1744		Rate shall be effective from and including the date such change is publicly announced as being effective.

1745		“Principal Financial Center” means, with respect to any Foreign Currency, the principal
1746		financial center where such currency is cleared and settled, as determined by the Administrative Agent.

1747		“Qualified Holdings Preferred Stock” means any preferred capital stock or preferred
1748		Equity Interest of Holdings (a)(i) that does not provide for any cash dividend payments or other cash
1749		distributions in respect thereof prior to the Latest Maturity Date in effect as of the date of issuance of such
1750		Indebtedness and (ii) that by its terms (or by the terms of any security into which it is convertible or for
1751		which it is exchangeable or exercisable) or upon the happening of any event does not (A)(x) mature or
1752		become mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (y) become
1753		convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock that is
1754		not Qualified Holdings Preferred Stock or (z) become redeemable at the option of the holder thereof
1755		(other than as a result of a change of control event), in whole or in part, in each case on or prior to the date
1756		that is 365 days after the Latest Maturity Date in effect at the time of the issuance thereof and (B) provide
1757		holders thereunder with any rights upon the occurrence of a “change of control” event prior to the
1758		repayment of the Obligations and termination of the Commitments under the Loan Documents, (b) with
1759		respect to which Holdings has delivered a notice to the Administrative Agent that it has issued preferred
1760		stock or preferred Equity Interest in lieu of incurring (x) Permitted Acquisition Subordination Notes or (y)
1761		Indebtedness permitted by ~~clause (xii)~~ ~~under~~ Section 6.01(a)(xii), with such notice specifying to which of
1762		such Indebtedness such preferred stock or preferred Equity Interest applies; provided that (i) the aggregate
1763		liquidation value of all such preferred stock or preferred Equity Interest issued pursuant to this clause (b)
1764		shall not exceed at any time the dollar limitation related to the applicable Indebtedness hereunder, less the
1765		aggregate principal amount of such Indebtedness then outstanding and (ii) the terms of such preferred
1766		stock or preferred Equity Interests (x) shall provide that upon a default thereof, the remedies of the
1767		holders thereof shall be limited to the right to additional representation on the board of directors of
1768		Holdings and (y) shall otherwise be no less favorable to the Lenders, in the aggregate, than the terms of
1769		the applicable Indebtedness or (c) having an aggregate initial liquidation value not to exceed $25,000,000;
1770		provided that the terms of such preferred stock or preferred Equity Interests shall provide that upon a
1771		default thereof, the remedies of the holders thereof shall be limited to the right to additional representation
1772		on the board of directors of Holdings.

1773		“Qualifying Lender” means:

1774		(a) a Revolving Lender (other than a Lender within clause (b) of the definition of
1775		Qualifying Lender) which is beneficially entitled to interest payable to that Lender in respect of
1776		an advance under a Loan Document and is:

1777		(i) a Lender:

-38-


1778		(A) that is a bank (as defined for the purpose of section 879 of the
1779		ITA) making an advance under a Loan Document and is within the charge to United
1780		Kingdom corporation tax as respects any payments of interest made in respect of that
1781		advance or would be within such charge as respects such payments apart from section
1782		18A of the CTA; or

1783		(B) in respect of an advance under a Loan Document by a person
1784		that was a bank (as defined for the purpose of section 879 of the ITA) at the time that
1785		such advance under a Loan Document was made and within the charge to United
1786		Kingdom corporation tax as respects any payments of interest made in respect of that
1787		advance; or

1788		(ii) a Lender which is:

1789		(A) a company resident in the United Kingdom for United
1790		Kingdom Tax purposes;

1791		(B) a partnership, each member of which is:

1792		(1) a company so resident in the United Kingdom; or

1793		(2) a company not so resident in the United Kingdom
1794		which carries on a trade in the United Kingdom through a permanent
1795		establishment and which brings into account in computing its
1796		chargeable profits (within the meaning of section 19 of the CTA) the
1797		whole of any share of interest payable in respect of that advance that
1798		falls to it by reason of Part 17 of the CTA; or

1799		(C) a company not so resident in the United Kingdom which
1800		carries on a trade in the United Kingdom through a permanent establishment and which
1801		brings into account interest payable in respect of that advance in computing the
1802		chargeable profits (within the meaning of section 19 of the CTA) of that company; or

1803		(iii) a Treaty Lender; or

1804		(b) a Revolving Lender that is a building society (as defined for the purposes of
1805		section 880 of the ITA) making an advance.

1806		“Quotation Day” means with respect to the determination of the Adjusted LIBO Rate for
1807		any Interest Period for Eurocurrency Loans, the day on which quotations would ordinarily be given by
1808		prime banks in the London interbank market for deposits in such currency for delivery on the first day of
1809		such Interest Period for such Interest Period; provided, that if quotations would ordinarily be given on
1810		more than one date, the Quotation Day for such Interest Period shall be the last of such dates. On the
1811		Restatement Date, the Quotation Day in respect of any Interest Period (i) for dollars is customarily the
1812		day which is two Business Days prior to the first day of such Interest Period, (ii) for Euros is customarily
1813		the day which is two TARGET Days prior to the first day of such Interest Period and (iii) for Pounds
1814		Sterling ~~and Australian Dollars~~ is customarily the day which is the first day of such Interest Period.

-39-


1815		“Receivables Fees” means distributions or payments made directly or by means of
1816		discounts with respect to any participation interests issued or sold in connection with, and all other fees
1817		paid to a Person that is a Subsidiary in connection with, any Permitted Receivables Financing or Specified
1818		Vendor Receivables Financing.

1819		“Receivables Purchase Agreement” means (a) the Amended and Restated Receivables
1820		Purchase Agreement dated as of December 29, 2009 among the Receivables Subsidiary, Holdings and the
1821		Subsidiaries party thereto, related to the Permitted Receivables Financing, as may be amended,
1822		supplemented or otherwise modified to the extent permitted by Section 6.11 and (b) any agreement
1823		replacing such Receivables Purchase Agreement,; provided that ~~(subject to the proviso below)~~ the
1824		aggregate amount of all receivables financings pursuant to the Receivables Purchase Agreement shall not
1825		exceed $75,000,000 at any time outstanding; provided further that such replacing agreement contains
1826		terms that are substantially similar to such Receivables Purchase Agreement and that are otherwise no
1827		more adverse to the Lenders than the applicable terms of such Receivables Purchase Agreement; ~~provided~~
1828		~~further~~ ~~that the aggregate amount of all receivables financings pursuant to the Receivables Purchase~~
1829		~~Agreement shall not exceed $125,000,000 at any time outstanding~~.

1830		“Receivables Subsidiary” means TSPC, Inc., a Nevada corporation.

1831		“Receivables Transfer Agreement” means (a) the Receivables Transfer Agreement dated
1832		as of the December 29, 2009, among the Receivables Subsidiary, Holdings and the purchasers party
1833		thereto, relating to the Permitted Receivables Financing, as may be amended, supplemented or otherwise
1834		modified to the extent permitted by Section 6.11 and (b) any agreement replacing such Receivables
1835		Transfer Agreement, provided that such replacing agreement contains terms that are substantially similar
1836		to such Receivables Transfer Agreement and that are otherwise no more adverse to the Lenders than the
1837		applicable terms of such Receivables Transfer Agreement.

1838		“Register” has the meaning assigned to such term in Section 10.04(c).

1839		“Regulation U” shall mean Regulation U of the Board as from time to time in effect and
1840		all official rulings and interpretations thereunder or thereof.

1841		“Regulation X” shall mean Regulation X of the Board as from time to time in effect and
1842		all official rulings and interpretations thereunder or thereof.

1843		“Related Parties” means, with respect to any specified Person, such Person’s Affiliates
1844		and the respective directors, officers, employees, agents, trustees and advisors of such Person and of such
1845		Person’s Affiliates.

1846		“Release” means any release, spill, emission, leaking, dumping, injection, pouring,
1847		deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including
1848		ambient air, surface water, groundwater, land surface or subsurface strata) or within any building,
1849		structure, facility or fixture.

1850		~~“~~Replaced Term Loans~~” has the meaning assigned to such term in Section 10.02(d).~~

1851		“Replaced Revolving Facility” has the meaning assigned to such term in Section
1852		10.02(d).

1853		“Replacement Revolving Facility Amendment” means that certain Replacement
1854		Revolving Facility Amendment, dated as of ~~June 30~~September 20, ~~2015~~2017.

-40-


1855		“Replacement Revolving Facility” has the meaning assigned to such term in Section
1856		10.02(d).

1857		“~~Replacement Term Loans” has the meaning assigned to such term in Section 10.02(d).~~

1858		“Required Lenders” means, at any time, Lenders having Revolving Exposures~~, Term~~
1859		~~Loans~~ and unused Commitments representing more than 50% of the sum of the total Revolving
1860		Exposures~~, outstanding Term Loans~~ and unused Commitments at such time.

1861		“Reset Date” has the meaning assigned to such term in Section 2.25(a).

1862		“Restatement Date” means the date on which the conditions precedent set forth in Section
1863		4.04 have been satisfied, which date is ~~June 30~~September 20, ~~2015~~2017.

1864		“~~Restatement Date Dividend” has the meaning assigned to such term in Section~~
1865		~~6.01(a)(xxi).~~

1866		“Restricted Indebtedness” means Indebtedness of Holdings, the Parent Borrower or any
1867		Subsidiary, the payment, prepayment, redemption, repurchase or defeasance of which is restricted under
1868		Section 6.08(b).

1869		“Restricted Payment” means any dividend or other distribution (whether in cash,
1870		securities or other property) with respect to any Equity Interests in Holdings, the Parent Borrower or any
1871		Subsidiary (including the Receivables Subsidiary), or any payment (whether in cash, securities or other
1872		property), including any sinking fund or similar deposit, on account of the purchase, redemption,
1873		retirement, acquisition, cancelation or termination of any Equity Interests in Holdings, the Parent
1874		Borrower or any Subsidiary (including the Receivables Subsidiary) or any option, warrant or other right
1875		to acquire any such Equity Interests in Holdings, the Parent Borrower or any Subsidiary (including the
1876		Receivables Subsidiary).

1877		“~~Retained Percentage” means, with respect to any Excess Cash Flow Period, (a) 100%~~
1878		~~minus~~ ~~(b) the ECF Percentage with respect to such Excess Cash Flow Period.~~

1879		“Revolving Availability Period” means the period from and including the Restatement
1880		Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the
1881		Revolving Commitments.

1882		“Revolving Commitment” means, with respect to each Revolving Lender, the
1883		commitment of such Revolving Lender to make Revolving Loans and to acquire participations in Letters
1884		of Credit, Swingline Loans and Foreign Currency Loans hereunder, expressed as an amount representing
1885		the maximum aggregate amount of such Revolving Lender’s Revolving Exposure hereunder, as such
1886		commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased
1887		from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 and (c)
1888		increased or assumed pursuant to an Incremental Facility Agreement. The amount of each Revolving
1889		Lender’s Revolving Commitment as of the Restatement Date is set forth on Schedule 2.01 or in the
1890		Assignment and Assumption or the Incremental Facility Agreement pursuant to which such Revolving
1891		Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the
1892		Lenders’ Revolving Commitments on the Restatement Date is $~~500,000,000~~300,000,000.

1893		“Revolving Exposure” means, with respect to any Revolving Lender at any time, the sum
1894		of (a) the aggregate outstanding principal amount of Revolving Loans (other than Foreign Currency

-41-


1895		Loans) held by such Lender, (b) the LC Exposure of such Lender, (c) the Swingline Exposure of such
1896		Lender and (d) such Lender’s Applicable Percentage of the Dollar Equivalent of the aggregate principal
1897		amount of Foreign Currency Loans outstanding at such time.

1898		“Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving
1899		Commitments have terminated or expired, a Lender with Revolving Exposure.

1900		“Revolving Lender Parent” means, with respect to any Revolving Lender, any Person in
1901		respect of which such Lender is a subsidiary.

1902		“Revolving Loan” means any Loan made by a Revolving Lender pursuant to Section
1903		2.01(a)(iii) or 2.01(a)(iv).

1904		“Revolving Maturity Date” means ~~June 30~~September 20, ~~2020~~2022.

1905		“RP Period” has the meaning assigned to such term in Section 6.08(a)(viii).

1906		“S&P” means Standard & Poor’s Financial Services LLC, or any successor thereto.

1907		“Sanctioned Country” means, at any time, a country, region or territory which is itself the
1908		subject or target of any Sanctions (as of the Restatement Date, the Crimea region of Ukraine, Cuba, Iran,
1909		North Korea, Sudan and Syria).

1910		“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related
1911		list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of
1912		the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European
1913		Union or, any European Union member state, the United Kingdom or other relevant sanctions authority,
1914		(b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or
1915		controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

1916		“Sanctions” means economic or financial sanctions or trade embargoes imposed,
1917		administered or enforced from time to time by (a) the U.S. government, including those administered by
1918		the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
1919		State or (b) the United Nations Security Council, the European Union, any European Union member state
1920		or, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

1921		“Screen Rate” has the meaning assigned to such term in the definition of “LIBO Rate”.

1922		“Secured Parties” has the meaning assigned to such term in the Security Agreement.

1923		“Security Agreement” means the Security Agreement, substantially in the form of Exhibit
1924		H, among Holdings, the Parent Borrower, the Subsidiary Loan Parties party thereto and the Collateral
1925		Agent for the benefit of the Secured Parties.

1926		“Security Documents” means the Security Agreement, the Pledge Agreement, the
1927		Mortgages, the Mortgage Amendments, the Guarantee Agreement, the Indemnity, Subrogation and
1928		Contribution Agreement, each Foreign Security Document entered into pursuant to Section 2.20 and
1929		Section 4.03 and each other security agreement or other instrument or document executed and delivered
1930		pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

1931		“Senior Indebtedness” means Total Indebtedness less Subordinated Debt.

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1932		“Senior Secured Indebtedness” means Senior Indebtedness that is secured by a Lien on
1933		any asset of Holdings, the Parent Borrower or any of its Subsidiaries.

1934		“Senior Secured Net Leverage Ratio” means, on any date, the ratio of (a) (i) Senior
1935		Secured Indebtedness as of such date less (ii) the aggregate amount (in excess of $10,000,000 (but not to
1936		exceed $100,000,000) of ~~domestic~~the sum of (x) 100% of the unrestricted cash and ~~domestic~~ unrestricted
1937		Permitted Investments of the Parent Borrower and its Domestic Subsidiaries as of such date and (y) 70%
1938		of the unrestricted cash and unrestricted Permitted Investments of Foreign Subsidiaries as of such date to
1939		(b) Consolidated EBITDA for the period of four consecutive fiscal quarters of Holdings ended on such
1940		date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of
1941		Holdings most recently ended prior to such date for which financial statements are available).

1942		“~~Series” has the meaning assigned to such term in Section 2.21(b).~~

1943		“Significant Investment” means any acquisition by the Parent Borrower or a Subsidiary
1944		of more than 50% (but less than 100%) of the Equity Interests in a Person (such Person, the “Subject
1945		Person”), so long as such acquisition is permitted by Section 6.04.

1946		“~~Specified Obligations” means Obligations consisting of the principal and interest on~~
1947		~~Loans, reimbursement obligations in respect of LC Disbursements and fees.~~

1948		“Similar Business” means any business (a) the majority of whose revenues are derived
1949		from business or activities conducted by the Parent Borrower and its Subsidiaries on the Restatement
1950		Date, (b) that is a natural outgrowth or reasonable extension, development, expansion of any business or
1951		activities conducted by the Parent Borrower and its Subsidiaries on the Restatement Date or any business
1952		similar, reasonably related, incidental, complementary or ancillary to any of the foregoing and (c) any
1953		business that in the Parent Borrower’s good faith business judgment constitutes a reasonable
1954		diversification of businesses conducted by the Parent Borrower and its Subsidiaries.

1955		“Specified Time” means ~~in respect of Loans denominated in (a)~~ ~~Australian Dollars, 11:00~~
1956		~~a.m., Sydney time and (b) any currency other than Australian Dollars,~~ 11:00 a.m., London time.

1957		“Specified Vendor Receivables Financing” means the sale by the Parent Borrower and
1958		certain Subsidiaries (other than Foreign Subsidiaries) of accounts receivable to one or more financial
1959		institutions pursuant to third-party financing agreements in transactions constituting “true sales”; provided
1960		that the aggregate amount of all such receivables financings shall not exceed $75,000,000 at any time
1961		outstanding.

1962		“Specified Vendor Receivables Financing Documents” means all documents and
1963		agreements relating to Specified Vendor Receivables Financing.

1964		“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
1965		which is the number one and the denominator of which is the number one minus the aggregate of the
1966		maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
1967		expressed as a decimal established by the Board to which the Administrative Agent is subject with respect
1968		to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities”
1969		in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such
1970		Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject
1971		to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be
1972		available from time to time to any Lender under any applicable law, rule or regulation. The Statutory

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1973		Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve
1974		percentage.

1975		“Subject Person” has the meaning assigned to such term in the definition of “Significant
1976		Investment.”

1977		“Subordinated Debt” means any subordinated Indebtedness of Holdings, the Parent
1978		Borrower or any Subsidiary.

1979		“subsidiary” means, with respect to any Person (the “parent”) at any date, any
1980		corporation, limited liability company, partnership, association or other entity the accounts of which
1981		would be consolidated with those of the parent in the parent’s consolidated financial statements if such
1982		financial statements were prepared in accordance with GAAP as of such date, as well as any other
1983		corporation, limited liability company, partnership, association or other entity (a) of which securities or
1984		other ownership interests representing more than 50% of the ordinary voting power or, in the case of a
1985		partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or
1986		held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the
1987		parent or by the parent and one or more subsidiaries of the parent.

1988		“Subsidiary” means any subsidiary of the Parent Borrower or Holdings, as the context
1989		requires, including the ~~Subsidiary Term Borrowers and the~~ Foreign Subsidiary Borrowers. Unless
1990		expressly otherwise provided, the term “Subsidiary” shall not include the Receivables Subsidiary.

1991		“Subsidiary Loan Party” means (a) any Subsidiary that is not a Foreign Subsidiary (other
1992		than (i) the Foreign Subsidiary Borrowers, (ii) any CFC, (iii) any CFC Holdco and (iv) any U.S. Holdco)
1993		that executes the documents required by clause (a)(i) or (a)(ii), as applicable, of the Collateral and
1994		Guarantee Requirement, and (b) any ~~Subsidiary Term Borrower and (c)~~ ~~any~~ Foreign Subsidiary Borrower
1995		and any other Foreign Subsidiary that executes a guarantee agreement pursuant to paragraph (c) of the
1996		Foreign Security Collateral and Guarantee Requirement.

1997		“~~Subsidiary Term Borrowers” means each direct or indirect wholly owned domestic~~
1998		~~subsidiary of the Parent Borrower listed on the signature page hereof.~~

1999		“Swap” means any agreement, contract, or transaction that constitutes a “swap” within
2000		the meaning of section 1a(47) of the Commodity Exchange Act.

2001		“Swap Obligation” means, with respect to any person, any obligation to pay or perform
2002		under any Swap.

2003		“Swingline Exposure” means, at any time, the aggregate principal amount of all
2004		Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time
2005		shall be (a) its Applicable Percentage of the total Swingline Exposure at such time related to Swingline
2006		Loans other than any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b)
2007		if such Lender shall be a Swingline Lender, the principal amount of all Swingline Loans made by such
2008		Lender outstanding at such time (to the extent that the other Revolving Lenders shall not have funded
2009		their participations in such Swingline Loans).

2010		“Swingline Lender” means either JPMCB, in its capacity as lender of Swingline Loans
2011		hereunder~~, Comerica Bank, in its capacity as lender of Swingline Loans hereunder,~~ or any additional
2012		Swingline Lender designated pursuant to Section 10.02(d), as the case may be. References herein and in

-44-


2013		the other Loan Documents to the Swingline Lender shall be deemed to refer to the Swingline Lender in
2014		respect of the applicable Swingline Loan or to all Swingline Lenders, as the context requires.

2015		“Swingline Loan” means a Loan made pursuant to Section 2.04.

2016		“Syndication Agents” means the Co-Syndication Agents identified on the cover page of
2017		this Agreement.

2018		“Synthetic Purchase Agreement” means any swap, derivative or other agreement or
2019		combination of agreements pursuant to which Holdings, the Parent Borrower or a Subsidiary is or may
2020		become obligated to make (i) any payment (other than in the form of Equity Interests in Holdings) in
2021		connection with a purchase by a third party from a Person other than Holdings, the Parent Borrower or a
2022		Subsidiary of any Equity Interest or Restricted Indebtedness or (ii) any payment (other than on account of
2023		a permitted purchase by it of any Equity Interest or any Restricted Indebtedness) the amount of which is
2024		determined by reference to the price or value at any time of any Equity Interest or Restricted
2025		Indebtedness; provided that phantom stock or similar plans providing for payments only to current or
2026		former directors, officers, consultants, advisors or employees of Holdings, the Parent Borrower or the
2027		Subsidiaries (or to their heirs or estates) shall not be deemed to be Synthetic Purchase Agreements.

2028		“TARGET Day” means any day on which (i) TARGET2 is open for settlement of
2029		payments in Euro and (ii) banks are open for dealings in deposits in Euro in the London interbank market.

2030		“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express
2031		Transfer payment system which utilizes a single shared platform and which was launched on November
2032		19, 2007.

2033		“Tax Confirmation” means a confirmation by a Lender that the person beneficially
2034		entitled to interest payable to that Lender in respect of an advance under a Loan Document is either:

2035		(a) a company resident in the United Kingdom for United Kingdom Tax purposes; or

2036		(b) a partnership each member of which is:

2037		(i) a company so resident in the United Kingdom; or

2038		(ii) a company not so resident in the United Kingdom which carries on a
2039		trade in the United Kingdom through a permanent establishment and which brings into
2040		account in computing its chargeable profits (within the meaning of section 19 of the
2041		CTA) the whole of any share of interest payable in respect of that advance that falls to it
2042		by reason of Part 17 of the CTA; or

2043		(c) a company not so resident in the United Kingdom which carries on a trade in the
2044		United Kingdom through a permanent establishment and which brings into account interest
2045		payable in respect of that advance in computing the chargeable profits (within the meaning of
2046		section 19 of the CTA) of that company.

2047		“Taxes” means any and all present or future taxes (of any nature whatsoever), levies,
2048		imposts, duties, deductions, charges or withholdings (including backup withholding) imposed by any
2049		Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

-45-



2050		“~~Term Borrowers” means the Parent Borrower and the Subsidiary Term Borrowers.~~

2051		“~~Term Commitment” means a Tranche A Term Commitment or an Incremental Term~~
2052		~~Commitment of any Series.~~

2053		“~~Term Lender” means a Lender with outstanding Term Loans or a Term Commitment.~~

2054		“~~Term Loan” means a Tranche A Term Loan or an Incremental Term Loan of any Series.~~

2055		“~~Term Loan Obligations” has the meaning assigned to such term in Section 10.15(a).~~

2056		“Total Indebtedness” means, as of any date, the sum of, without duplication, (a) the
2057		aggregate principal amount of Indebtedness of Holdings, the Parent Borrower and the Subsidiaries
2058		outstanding as of such date, in the amount that would be reflected on a balance sheet prepared as of such
2059		date on a consolidated basis in accordance with GAAP, plus (b) the aggregate “Net Investment” as
2060		defined in Annex A to the Receivables Transfer Agreement, plus (c) the aggregate principal amount of
2061		Indebtedness of Holdings, the Parent Borrower and the Subsidiaries outstanding as of such date that is not
2062		required to be reflected on a balance sheet in accordance with GAAP, determined on a consolidated basis;
2063		provided that, for purposes of clause (c) above, the term “Indebtedness” shall not include (i) contingent
2064		obligations of Holdings, the Parent Borrower or any Subsidiary as an account party in respect of any letter
2065		of credit or letter of guaranty unless, without duplication, such letter of credit or letter of guaranty
2066		supports an obligation that constitutes Indebtedness and (ii) Indebtedness described in Section 6.01(a)(xi).

2067		“Total Net Leverage Ratio” means, on any date, the ratio of (a) (i) Total Indebtedness as
2068		of such date less (ii) the aggregate amount in excess of $10,000,000 (but not to exceed $100,000,000) of
2069		the sum of (x) 100% of the unrestricted cash and unrestricted Permitted Investments of the Parent
2070		Borrower and its Domestic Subsidiaries as of such date and (y) 70% of the unrestricted cash and
2071		unrestricted Permitted Investments of Foreign Subsidiaries as of such date to (b) Consolidated EBITDA
2072		for the period of four consecutive fiscal quarters of Holdings ended on such date (or, if such date is not
2073		the last day of a fiscal quarter, ended on the last day of the fiscal quarter of Holdings most recently ended
2074		prior to such date for which financial statements are available).

2075		“~~Tranche A Maturity Date” means June 30, 2020.~~

2076		“~~Tranche A Term Commitment” means, with respect to each Lender, the commitment, if~~
2077		~~any, of such Lender to make a Tranche A Term Loan hereunder on the Restatement Date, expressed as an~~
2078		~~amount representing the maximum principal amount of the Tranche A Term Loan to be made by such~~
2079		~~Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08~~
2080		~~and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to~~
2081		~~Section 10.04. The amount of each Lender’s Tranche A Term Commitment on the Restatement Date is~~
2082		~~the amount of its “New Term Loan Commitment” as defined in the Replacement Facility Amendment.~~
2083		~~The initial aggregate amount of the Lenders’ Tranche A Term Commitments on the Restatement Date is~~
2084		~~$275,000,000.~~

2085		“~~Tranche A Term Lender” means a Lender with a Tranche A Term Commitment or an~~
2086		~~outstanding Tranche A Term Loan.~~

2087		“~~Tranche A Term Loan” means a Loan made pursuant to Section 2.01(a)(i).~~

2088		“Transactions” means, collectively, (a) the execution and delivery of the Replacement
2089		Revolving Facility Amendment and the amendment of the Existing Credit Agreement effected thereby,

-46-


2090		(b) the ~~borrowing of~~repayment in full of the Existing Term Loans ~~in an aggregate principal amount of~~
2091		~~$275,000,000 and~~, (c) the establishment of revolving commitments in an aggregate amount of
2092		~~$500,000,000~~300,000,000 hereunder and (cd) the payment of the fees and expenses payable in connection
2093		with the foregoing.

2094		“Treaty” has the meaning assigned to such term in the definition of Treaty State.

2095		“Treaty Lender” means a Revolving Lender which:

2096		(a) is treated as a resident of a Treaty State for the purposes of the Treaty;

2097		(b) does not carry on a business in the United Kingdom through a permanent
2098		establishment with which that Lender’s participation in any advance is effectively connected; and

2099		(c) meets all of the conditions in the Treaty that relate to the Lender for full
2100		exemption from Taxes imposed by the United Kingdom on interest, subject to the completion of
2101		procedural formalities.

2102		“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”)
2103		with the United Kingdom which makes provision for full exemption from Tax imposed by the United
2104		Kingdom on interest.

2105		“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of
2106		interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
2107		Adjusted LIBO Rate or the Alternate Base Rate.

2108		“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for
2109		Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version
2110		thereof as may be in effect at the time of issuance).

2111		“UK Borrower” means a Foreign Subsidiary Borrower which is incorporated in or
2112		otherwise organized under the laws of England and Wales or which is resident for Tax purposes in
2113		England and Wales.

2114		“UK Loan” means any Loan or other extension of credit (including any Letter of Credit)
2115		made to a UK Borrower by a Revolving Lender.

2116		“UK Tax Deduction” has the meaning assigned to such term in Section 2.17(k).

2117		“U.S. Holdco” means any existing or future Domestic Subsidiary the Equity Interests of
2118		which are held solely by Foreign Subsidiaries; provided that such existing or newly formed Subsidiary
2119		shall not engage in any business or own any assets other than the ownership of Equity Interests in Foreign
2120		Subsidiaries and intercompany obligations that are otherwise permitted hereunder.

2121		“U.S. Obligations” means any Obligations owing by the Parent Borrower ~~and any~~
2122		~~Subsidiary Term Borrower.~~

2123		“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)
2124		of the Code.

-47-



2125		“U.S. Tax Certificate” has the meaning assigned to such term in Section 2.17(f)(i)(D)(2).

2126		“Weighted Average Yield” means, as to any Indebtedness, the yield thereof (as
2127		determined in the reasonable discretion of the Administrative Agent as described below and consistent
2128		with generally accepted financial practices), whether in the form of interest rate, margin, original issue
2129		discount, upfront fees, a LIBO Rate or Alternate Base Rate floor (with such increased amount being
2130		equated to interest margins for purposes of determining any increase to the Applicable Rate), or
2131		otherwise; provided that original issue discount and upfront fees shall be equated to interest rate assuming
2132		a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable
2133		Indebtedness); provided, further, that “Weighted Average Yield” shall not include arrangement fees,
2134		structuring fees or underwriting or similar fees not generally paid to lenders in connection with such
2135		Indebtedness.

2136		“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete
2137		or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of
2138		Title IV of ERISA.

2139		“Write-Down and Conversion Powers” means, with respect to any EEA Resolution
2140		Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time
2141		under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion
2142		powers are described in the EU Bail-In Legislation Schedule.

2143		SECTION 1.02 Classification of Loans and Borrowings. For purposes of this
2144		Agreement, Loans may be classified and referred to by ~~Class (e.g., a~~ “~~Revolving Loan~~” ~~or a~~ “~~Tranche A~~
2145		~~Term Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and~~ Type (e.g., a “Eurocurrency
2146		Revolving Loan”). Borrowings also may be classified and referred to by ~~Class (e.g., a~~ “~~Revolving~~
2147		~~Borrowing” or a “Tranche A Term Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by~~
2148		~~Class and~~ Type (e.g., a “Eurocurrency Revolving Borrowing”).

2149		SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally
2150		to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
2151		shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
2152		and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall
2153		be construed to have the same meaning and effect as the word “shall.” Unless the context requires
2154		otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall
2155		be construed as referring to such agreement, instrument or other document as from time to time amended,
2156		supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
2157		modifications set forth herein), (b) any reference herein to any Person shall be construed to include such
2158		Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar
2159		import, shall be construed to refer to this Agreement in its entirety and not to any particular provision
2160		hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to
2161		Articles and Sections of, and Exhibits and Schedules to, this Agreement; and (e) the words “asset” and
2162		“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and
2163		intangible assets and properties, including cash, securities, accounts and contract rights.

2164		SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided
2165		herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
2166		effect from time to time; provided that if the Parent Borrower notifies the Administrative Agent that the
2167		Parent Borrower requests an amendment to any provision hereof to eliminate the effect of any change
2168		occurring after the Restatement Date in GAAP or in the application thereof on the operation of such

-48-


2169		provision (or if the Administrative Agent notifies the Parent Borrower that the Required Lenders request
2170		an amendment to any provision hereof for such purpose), regardless of whether any such notice is given
2171		before or after such change in GAAP or in the application thereof, then such provision shall be interpreted
2172		on the basis of GAAP as in effect and applied immediately before such change shall have become
2173		effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
2174		Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used
2175		herein shall be construed, and all computations of amounts and ratios referred to herein shall be made,
2176		without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously
2177		referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards
2178		Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness
2179		or other liabilities of Holdings, the Parent Borrower or any Subsidiary at “fair value,” as defined therein
2180		and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting
2181		Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting
2182		Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated
2183		manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal
2184		amount thereof.

2185		SECTION 1.05 Limited Conditionality Acquisition. For purposes of (i) determining
2186		compliance with any provision of this Agreement or any other Loan Document which requires the
2187		calculation of the Leverage Ratio, the Total Net Leverage Ratio or the Senior Secured Net Leverage
2188		Ratio, (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii)
2189		testing availability under baskets set forth in this Agreement or any other Loan Document (including
2190		baskets measured as a percentage of Consolidated Total Assets or otherwise), in each case, in connection
2191		with a Limited Conditionality Acquisition, at the option of the Parent Borrower (the Parent Borrower’s
2192		election to exercise such option in connection with any Limited Conditionality Acquisition, an “LCT
2193		Election”), the date of determination of whether any such action is permitted under this Agreement and
2194		the other Loan Documents shall be deemed to be the date the Limited Conditionality Acquisition
2195		Agreement is entered into (or, with respect to the incurrence of Indebtedness, at the option of the Parent
2196		Borrower, the date of the Limited Conditionality Acquisition for which the proceeds will be used) (the
2197		“LCT Test Date”), and if, after giving effect on a pro forma basis to the Limited Conditionality
2198		Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at
2199		the beginning of the four most recently ended consecutive fiscal quarters of the Parent Borrower, the
2200		Parent Borrower could have taken such action on the relevant LCT Test Date in compliance with such
2201		representation, warranty, ratio or basket, such representation, warranty, ratio or basket shall be deemed to
2202		have been complied with. For the avoidance of doubt, if the Parent Borrower has made an LCT Election
2203		and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date
2204		are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations in
2205		Consolidated Total Assets of the Parent Borrower) at or prior to the consummation of the relevant
2206		transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such
2207		fluctuations. If the Parent Borrower has made an LCT Election for any Limited Conditionality
2208		Acquisition, then in connection with any subsequent calculation of ratios or baskets on or following the
2209		relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Conditionality
2210		Acquisition is consummated or (ii) the date that the applicable Limited Conditionality Acquisition
2211		Agreement is terminated or expires without consummation of such Limited Conditionality Acquisition,
2212		any such ratio or basket shall be calculated (a) on a pro forma basis assuming such Limited Conditionality
2213		Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and
2214		the use of proceeds thereof) have been consummated and (b) in the case of any such ratio or basket
2215		related to Restricted Payments or prepayments of Indebtedness, calculated both pursuant to clause (a)
2216		above and without giving effect to such Limited Conditionality Acquisition and other transactions in
2217		connection therewith, with the calculation resulting in the most restrictive calculation (e.g., the highest

-49-


2218		Leverage Ratio) being the determinative calculation. Notwithstanding the foregoing, the amount of any
2219		Incremental Commitments that may be incurred under clause (B) to the proviso of Section 2.21(a),
2220		determined at the time of signing of definitive documentation with respect to, or giving of notice with
2221		respect to, a Limited Conditionality Acquisition, may be recalculated, at the option of the Parent
2222		Borrower, at the time of funding.

2223		SECTION 1.06 Ratio Calculations; Negative Covenant Classifications. (a) With
2224		respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision
2225		of any Loan Document that does not require compliance with a financial ratio or test (including the
2226		Leverage Ratio, the Total Net Leverage Ratio and/or the Senior Secured Net Leverage Ratio, whether or
2227		not specifically required to be determined on a pro forma basis) (any such amounts (which will include
2228		any related “grower” component, the “Fixed Amounts”) substantially concurrently with any amounts
2229		incurred or transactions entered into (or consummated) in reliance on a provision of such Loan Document
2230		that requires compliance with a financial ratio or test (including the Leverage Ratio, the Total Net
2231		Leverage Ratio and/or the Senior Secured Net Leverage Ratio, whether or not specifically required to be
2232		determined on a pro forma basis) (any such amounts, the “Incurrence-Based Amounts”), it is understood
2233		and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test
2234		applicable to such Incurrence-Based Amounts. For the avoidance of doubt, all Indebtedness and Liens
2235		substantially contemporaneously incurred will be included for purposes of determining compliance with
2236		incurrence-based ratio tests outside of the debt and liens covenants.

2237		(b) If the Parent Borrower or its Subsidiaries enters into any revolving, delayed draw
2238		or other committed debt facility, the Parent Borrower may elect to determine compliance of such debt
2239		facility with the Indebtedness and Liens covenants of this Agreement on the date definitive loan
2240		documents with respect thereto are executed by all parties thereto, assuming the full amount of such
2241		facility is incurred (and any applicable Liens are granted) on such date, in lieu of determining such
2242		compliance on any subsequent date (including any date on which Indebtedness is incurred pursuant to
2243		such facility); provided that the full amount of such facility (and any applicable Liens that are granted in
2244		respect thereof) shall be deemed to be outstanding for all purposes of subsequent testings of the same
2245		baskets or exceptions (it being understood that any subsequent permanent reduction of outstanding
2246		amounts (or, without duplication, committed amounts) in respect of such facility shall correspondingly
2247		reduce the amount of such facility (and, if applicable, Liens) deemed outstanding.

2248		(c) Notwithstanding anything in this Agreement or any other Loan Document to the
2249		contrary, any action or event permitted by this Agreement or the other Loan Documents need not be
2250		permitted solely by reference to one provision permitting such action or event but may be permitted in
2251		part by one such provision and in part by one or more other provisions of this Agreement and the other
2252		Loan Documents.

2253		ARTICLE II
2254
2255		The Credits

2256		SECTION 2.01 Commitments.

2257		(a) Subject to the terms and conditions set forth herein, (i) ~~each Tranche A Term~~
2258		~~Lender agrees to make a Tranche A Term Loan to the Parent Borrower on the Restatement Date in a~~
2259		~~principal amount not exceeding its Tranche A Term Commitment, (ii)~~ each Revolving Lender agrees to
2260		make Revolving Loans in dollars to the Parent Borrower and the Foreign Subsidiary Borrowers, as the
2261		case may be, from time to time during the Revolving Availability Period in an aggregate principal amount

-50-


2262		at any one time outstanding that, when added (after giving effect to any application of proceeds of such
2263		Revolving Loans to repay outstanding Swingline Loans) to such Lender’s Revolving Exposure at such
2264		time, does not exceed such Lender’s Revolving Commitment, and (~~iii~~ii) each Foreign Currency Lender
2265		agrees, with respect to any Foreign Currency Loan in a Foreign Currency for which it is designated a
2266		Foreign Currency Lender, to make Foreign Currency Loans to the Parent Borrower or the Foreign
2267		Subsidiary Borrowers, as the case may be, from time to time during the Revolving Availability Period;
2268		provided that after giving effect to the requested Foreign Currency Loan (and after giving effect to any
2269		application of proceeds of such Foreign Currency Loan pursuant to Section 2.04), (x) the Foreign
2270		Currency Revolving Exposure of all Revolving Lenders does not exceed the Foreign Currency Sublimit,
2271		(y) such Lender’s Revolving Exposure at such time does not exceed the amount of such Lender’s
2272		Revolving Commitment and (z) the total Revolving Exposure at such time does not exceed the total
2273		Revolving Commitments.

2274		(b) Within the foregoing limits and subject to the terms and conditions set forth
2275		herein, the Parent Borrower and the Foreign Subsidiary Borrowers, as the case may be, may borrow,
2276		prepay and reborrow Revolving Loans. ~~Amounts repaid or prepaid in respect of Term Loans may not be~~
2277		~~reborrowed.~~

2278		SECTION 2.02 Loans and Borrowings.

2279		(a) Each Loan (other than a Swingline Loan or a Foreign Currency Loan) shall be
2280		made as part of a Borrowing consisting of Loans of the same ~~Class~~ ~~and~~ Type made by the Lenders ratably
2281		in accordance with their respective Commitments ~~of the applicable Class~~. The failure of any Lender to
2282		make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
2283		provided that the Commitments of the Lenders are several and no Lender shall be responsible for any
2284		other Lender’s failure to make Loans as required.

2285		(b) Each Foreign Currency Loan shall be made as part of a Borrowing consisting of
2286		Foreign Currency Loans denominated in the same Foreign Currency made by the applicable Foreign
2287		Currency Lenders. With respect to any Borrowing of Foreign Currency Loans, the Foreign Currency
2288		Loan of each applicable Foreign Currency Lender (other than the Fronting Lender) shall be in an amount
2289		equal to its Applicable Percentage of such Borrowing and the Foreign Currency Loan of the Fronting
2290		Lender shall be in an amount equal to the aggregate amount of such Borrowing less the amount of the
2291		Foreign Currency Loans being made by other applicable Foreign Currency Lenders and comprising part
2292		of such Borrowing.

2293		(c) Subject to Section 2.14, each Loan (other than a Swingline Loan or a Foreign
2294		Currency Loan) shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Parent Borrower
2295		may request in accordance herewith. Each Swingline Loan shall be an ABR Loan and each Foreign
2296		Currency Loan shall be a Eurocurrency Loan. Each Lender at its option may make any Loan or other
2297		extension of credit hereunder by causing any domestic or foreign branch or Affiliate of such Lender to
2298		make such Loan or other extension of credit; provided that any exercise of such option shall not affect the
2299		obligation of the Parent Borrower~~, a Subsidiary Term Borrower~~ or a Foreign Subsidiary Borrower, as the
2300		case may be, to repay such Loan in accordance with the terms of this Agreement.

2301		(d) At the commencement of each Interest Period for any Eurocurrency Borrowing
2302		in dollars, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and
2303		not less than $1,000,000; provided that a Eurocurrency Revolving Borrowing may be in an aggregate
2304		amount that is equal to the amount that is required to finance the reimbursement of an LC Disbursement
2305		made in respect of a Letter of Credit denominated in dollars for which a Foreign Subsidiary Borrower is

-51-


2306		the applicant or a co-applicant, as contemplated by Section 2.05(e). At the time that each ABR Revolving
2307		Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of
2308		$500,000 and not less than $1,000,000; provided that (i) an ABR Revolving Borrowing may be in an
2309		aggregate amount that is equal to the entire unused balance of the total Revolving Commitments and (ii)
2310		an ABR Revolving Borrowing may be in an aggregate amount that is equal to the amount that is required
2311		to finance the reimbursement of an LC Disbursement made in respect of a Letter of Credit denominated in
2312		dollars for which the Parent Borrower is the applicant or a co-applicant, as contemplated by Section
2313		2.05(e). Each Borrowing of Foreign Currency Loans in a particular Foreign Currency shall be in a
2314		minimum amount as set forth on the Administrative Schedule; provided that a Borrowing of Foreign
2315		Currency Loans may be in an aggregate amount that is equal to the amount that is required to finance the
2316		reimbursement of an LC Disbursement made in respect of a Letter of Credit denominated in an LC
2317		Foreign Currency, as contemplated by Section 2.05(e). Each Swingline Loan shall be in an amount that is
2318		an integral multiple of $250,000 and not less than $250,000. Borrowings of more than one Type ~~and~~
2319		~~Class~~ may be outstanding at the same time; provided that there shall not at any time be more than a total
2320		of 12 Eurocurrency Borrowings in dollars outstanding. There shall be no more than six Borrowings of
2321		Foreign Currency Loans outstanding at any time.

2322		(e) Notwithstanding any other provision of this Agreement, none of the Parent
2323		Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower shall be entitled to
2324		request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect
2325		thereto would end after the Maturity Date applicable thereto.

2326		SECTION 2.03 Requests for Borrowings.

2327		(a) To request a ~~Tranche A Term Borrowing or~~ Revolving Borrowing (other than a
2328		Borrowing of a Foreign Currency Loan), the Parent Borrower shall notify the Administrative Agent of
2329		such request by telephone (i) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, New
2330		York City time, three Business Days before the date of the proposed Borrowing or (ii) in the case of an
2331		ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of the
2332		proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the
2333		reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than
2334		10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic
2335		Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
2336		the Administrative Agent of a written Borrowing Request signed by the Parent Borrower. Each such
2337		telephonic and written Borrowing Request shall specify the following information in compliance with
2338		Section 2.02:

2339		~~(i) whether the requested Borrowing is to be a Tranche A Term Borrowing, an~~
2340		~~Incremental Term Borrowing of a particular Series or a Revolving Borrowing;~~

2341		(i) [reserved];

2342		(ii) the aggregate amount of such Borrowing;

2343		(iii) the date of such Borrowing, which shall be a Business Day;

2344		(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency
2345		Borrowing;

-52-



2346		(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be
2347		applicable thereto, which shall be a period contemplated by the definition of the term “Interest
2348		Period”; and

2349		(vi) the location and number of the Parent Borrower’s or the applicable Foreign
2350		Subsidiary Borrower’s, as the case may be, account to which funds are to be disbursed, which
2351		shall comply with the requirements of Section 2.06.

2352		If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR
2353		Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then
2354		the Parent Borrower shall be deemed to have selected an Interest Period of one month’s duration.
2355		Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(a), the
2356		Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s
2357		Loan to be made as part of the requested Borrowing.

2358		(b) To request a Foreign Currency Loan, the Parent Borrower shall notify the
2359		Foreign Currency Agent of such request, not later than 12:00 noon, Local Time, four Business Days prior
2360		to the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be
2361		hand delivered or sent by telecopy to the Foreign Currency Agent and such Borrowing Request shall be
2362		signed by the Parent Borrower. Each such written Borrowing Request shall specify the following
2363		information in compliance with Section 2.02:

2364		(i) the amount of Foreign Currency Loans to be borrowed;

2365		(ii) the date of such Borrowing, which shall be a Business Day;

2366		(iii) the Foreign Currency in which such Foreign Currency Loans will be
2367		denominated;

2368		(iv) the length of the initial Interest Period therefor; and

2369		(v) the location and number of the Parent Borrower’s or the applicable Foreign
2370		Subsidiary Borrower’s, as the case may be, account to which funds are to be disbursed, which
2371		shall comply with the requirements of Section 2.06.

2372		If no Interest Period is specified with respect to any requested Borrowing of Foreign Currency Loans,
2373		then the Parent Borrower shall be deemed to have selected an Interest Period of three months’ duration.
2374		Promptly following receipt of a Borrowing Request in accordance with this Section 2.03(b), the
2375		Administrative Agent shall advise each applicable Foreign Currency Lender of the details thereof and of
2376		the amount of such Lender’s Loan to be made as part of the requested Borrowing. On the date of each
2377		Borrowing, each applicable Foreign Currency Lender will make the amount of its share of such
2378		Borrowing available to the Foreign Currency Agent at the applicable office specified on the
2379		Administrative Schedule, prior to the time specified on the Administrative Schedule for the relevant
2380		Foreign Currency, in the relevant Foreign Currency in immediately available funds.

2381		SECTION 2.04 Swingline Loans.

2382		(a) Subject to the terms and conditions set forth herein, from time to time during the
2383		Revolving Availability Period, each Swingline Lender may, in its sole discretion, make Swingline Loans
2384		in dollars to the Parent Borrower in an aggregate principal amount at any time outstanding that will not
2385		result in (i) the Revolving Exposure of such Swingline Lender (in its capacity as a Revolving Lender)

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2386		exceeding its Revolving Commitment then in effect, (ii) the aggregate principal amount of outstanding
2387		Swingline Loans exceeding $~~47,500,000~~40,000,000 or (iii) the sum of the total Revolving Exposures
2388		exceeding the total Revolving Commitments; provided that no Swingline Lender shall be required to
2389		make a Swingline Loan to refinance an outstanding Swingline Loan. On the earlier of the Revolving
2390		Maturity Date and the last day of each month during the Revolving Availability Period, the Parent
2391		Borrower shall repay any outstanding Swingline Loans. Within the foregoing limits and subject to the
2392		terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline
2393		Loans.

2394		(b) To request a Swingline Loan, the Parent Borrower shall notify the Administrative
2395		Agent and the applicable Swingline Lender of such request by telephone (confirmed by telecopy), not
2396		later than ~~12:00 noon~~1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each
2397		such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and
2398		the amount of the requested Swingline Loan. If the applicable Swingline Lender agrees, in its discretion
2399		to make the applicable Swingline Loan, such Swingline Lender shall make such Swingline Loan available
2400		to the Parent Borrower by means of a credit to the general deposit account of the Parent Borrower with
2401		such Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC
2402		Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York
2403		City time, on the requested date of such Swingline Loan. The Parent Borrower shall not request a
2404		Swingline Loan if at the time of and immediately after giving effect to such request a Default has
2405		occurred and is continuing.

2406		(c) [Reserved].

2407		(d) Any Swingline Lender may by written notice given to the Administrative Agent
2408		not later than 12:00 noon, New York City time, on any Business Day require the Revolving Lenders to
2409		acquire participations on such Business Day in all or a portion of its Swingline Loans outstanding. Such
2410		notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will
2411		participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to
2412		each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline
2413		Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
2414		notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline
2415		Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender
2416		acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this
2417		paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
2418		including the occurrence and continuance of a Default or reduction or termination of the Revolving
2419		Commitments, and that each such payment shall be made without any offset, abatement, withholding or
2420		reduction whatsoever (provided that such payment shall not cause such Revolving Lender’s Revolving
2421		Exposure to exceed such Revolving Lender’s Revolving Commitment). Each Revolving Lender shall
2422		comply with its obligation under this paragraph by wire transfer of immediately available funds, in the
2423		same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06
2424		shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the
2425		Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by
2426		it from the Revolving Lenders. The Administrative Agent shall notify the Parent Borrower of any
2427		participations in any Swingline Loan of a Swingline Lender acquired pursuant to this paragraph, and
2428		thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not
2429		to such Swingline Lender. Any amounts received by any Swingline Lender from the Parent Borrower (or
2430		other party on behalf of the Parent Borrower) in respect of a Swingline Loan after receipt by such
2431		Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the
2432		Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted

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2433		by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to
2434		this paragraph and to such Swingline Lender, as their interests may appear. The purchase of
2435		participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not
2436		relieve the Parent Borrower of its obligation to repay such Swingline Loan or of any default in the
2437		payment thereof.

2438		(e) If the maturity date shall have occurred in respect of any tranche of Revolving
2439		Commitments at a time when another tranche or tranches of Revolving Commitments is or are in effect
2440		with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline
2441		Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such
2442		Swingline Loans as a result of the occurrence of such maturity date); provided, however, that if on the
2443		occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and
2444		any reallocation of Letter of Credit participations as contemplated in Section 2.05(k)), there shall exist
2445		sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline
2446		Loans could be incurred pursuant to the Extended Revolving Commitments that will remain in effect after
2447		the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the
2448		participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to
2449		the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be
2450		repaid in full on such earliest maturity date.

2451		SECTION 2.05 Letters of Credit.

2452		(a) General. Subject to the terms and conditions set forth herein, the Parent
2453		Borrower may request the issuance of Letters of Credit for its own account or the account of a Subsidiary
2454		or any Foreign Subsidiary Borrower may request the issuance of Letters of Credit for its own account or
2455		the account of a Subsidiary of such Foreign Subsidiary Borrower, in each case in a form reasonably
2456		acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during
2457		the Revolving Availability Period (provided that the Parent Borrower or a Foreign Subsidiary Borrower,
2458		as the case may be, shall be a co-applicant with respect to each Letter of Credit issued for the account of
2459		or in favor of a Subsidiary that is not a Foreign Subsidiary Borrower). In the event of any inconsistency
2460		between the terms and conditions of this Agreement and the terms and conditions of any form of letter of
2461		credit application or other agreement submitted by the Parent Borrower or any Foreign Subsidiary
2462		Borrower, as the case may be, to, or entered into by the Parent Borrower or any Foreign Subsidiary
2463		Borrower, as the case may be, with, the Issuing Bank relating to any Letter of Credit, the terms and
2464		conditions of this Agreement shall control. For the avoidance of doubt, the Existing Letters of Credit
2465		shall continue to be Letters of Credit outstanding under this Agreement immediately after giving effect to
2466		the Restatement Date.

2467		(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To
2468		request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding
2469		Letter of Credit), the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be,
2470		shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so
2471		have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably
2472		in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the
2473		issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and
2474		specifying (i) the date of issuance, amendment, renewal or extension (which shall be a Business Day), (ii)
2475		the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this
2476		Section) (iii) the currency in which such Letter of Credit is to be denominated (which currency shall be
2477		dollars or an LC Foreign Currency), (iv) the amount of such Letter of Credit, (v) the name and address of
2478		the beneficiary thereof and (vi) such other information as shall be necessary to prepare, amend, renew or

-55-


2479		extend such Letter of Credit. If requested by the Issuing Bank, the Parent Borrower or the applicable
2480		Foreign Subsidiary Borrower, as the case may be, also shall submit a letter of credit application on the
2481		Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit
2482		shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or
2483		extension of each Letter of Credit the Parent Borrower or the applicable Foreign Subsidiary Borrower, as
2484		the case may be, shall be deemed to represent and warrant that), after giving effect to such issuance,
2485		amendment, renewal or extension (i) the LC Exposure shall not exceed the LC Sublimit, (ii) the total
2486		Revolving Exposures shall not exceed the total Revolving Commitments and (iii) if such Letter of Credit
2487		is to be denominated in an LC Foreign Currency, the Foreign Currency Revolving Exposure of all
2488		Revolving Lenders does not exceed the Foreign Currency Sublimit. Notwithstanding anything herein to
2489		the contrary, Bank of America, N.A., in its capacity as an Issuing Bank, shall not be required to issue any
2490		Letter of Credit denominated in an LC Foreign Currency, and no Issuing Bank shall be required to issue,
2491		amend, renew or extend any Letter of Credit if, (i) after giving effect to such issuance, amendment,
2492		renewal or extension the LC Exposure in respect of Letters of Credit issued by such Issuing Bank would
2493		exceed $~~13,333,333~~15,000,000, (ii) any order, judgment or decree of any Governmental Authority or
2494		arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit,
2495		(iii) any law applicable to the Issuing Bank or any request or directive (whether or not having the force of
2496		law) from any Governmental Authority with jurisdiction over the Issuing Bank shall (x) prohibit, or
2497		request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit
2498		in particular, (y) impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve
2499		or capital requirement not in effect on the Restatement Date and for which the Parent Borrower or any
2500		applicable Foreign Subsidiary Borrower is not otherwise required to compensate the Issuing Bank
2501		hereunder, or (z) impose upon the Issuing Bank any loss, cost or expense which was not applicable on the
2502		Restatement Date, which the Issuing Bank in good faith deems material to it and which the Parent
2503		Borrower or any applicable Foreign Subsidiary Borrower is not otherwise required to reimburse the
2504		Issuing Bank hereunder, or (iv) the issuance of the Letter of Credit would violate one or more policies of
2505		the Issuing Bank applicable to letters of credit generally.

2506		(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
2507		business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in
2508		the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date
2509		that is five Business Days prior to the Revolving Maturity Date (or, at any time that there are any
2510		Extended Revolving Commitments outstanding, the date that is five Business Days prior to the latest
2511		maturity date in respect of such Extended Revolving Commitments).

2512		(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter
2513		of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or
2514		the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender
2515		hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving
2516		Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of
2517		Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely
2518		and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such
2519		Revolving Lender’s Applicable Percentage of each LC Disbursement (including the Dollar Equivalent of
2520		any LC Disbursement made in an LC Foreign Currency) made by the Issuing Bank and not reimbursed by
2521		the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, on the date due
2522		as provided in paragraph (e) of this Section, or of any reimbursement payment in respect of an LC
2523		Disbursement (including the Dollar Equivalent of any LC Disbursement made in an LC Foreign
2524		Currency) required to be refunded to the Parent Borrower or the applicable Foreign Subsidiary Borrower,
2525		as the case may be, for any reason. Each Revolving Lender acknowledges and agrees that its obligation
2526		to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and

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2527		unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
2528		renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction
2529		or termination of its Revolving Commitment or all Revolving Commitments, and that each such payment
2530		shall be made without any offset, abatement, withholding or reduction whatsoever.

2531		(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect
2532		of a Letter of Credit, the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may
2533		be, shall reimburse such LC Disbursement by paying to the Administrative Agent, in the same currency as
2534		such LC Disbursement, an amount equal to such LC Disbursement, not later than 12:00 noon, New York
2535		City time, on the Business Day immediately following the date that such LC Disbursement is made, if the
2536		Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, shall have received
2537		notice of such LC Disbursement prior to ~~10:00 a~~3:00 p.m., New York City time or London time, on such
2538		date, or, if such notice has not been received by the Parent Borrower or the applicable Foreign Subsidiary
2539		Borrower, as the case may be, prior to such time on such date, then not later than 12:00 noon, New York
2540		City time or London time, on the second Business Day immediately following the day that the Parent
2541		Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, receives such notice;
2542		provided that (i) in the case of any such payment in respect of an LC Disbursement made in dollars, (A)
2543		the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance
2544		with Section 2.03 or 2.04 that such payment be financed with an ABR Borrowing in an equivalent amount
2545		and, to the extent so financed, the Parent Borrower’s obligation to make such payment shall be discharged
2546		and replaced by the resulting ABR Revolving Loans or Swingline Loan and (B) such Foreign Subsidiary
2547		Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section
2548		2.03 that such payment be financed with a Eurocurrency Revolving Borrowing in an equivalent amount
2549		and, to the extent so financed, such Foreign Subsidiary Borrower’s obligation to make such payment in
2550		respect of any LC Disbursement shall be discharged and replaced by the resulting Eurocurrency
2551		Revolving Loans and (ii) in the case of any such payment in respect of an LC Disbursement made in an
2552		LC Foreign Currency, the Parent Borrower or such Foreign Subsidiary Borrower, as the case may be,
2553		may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that
2554		such payment be financed with a Borrowing of Foreign Currency Loans in the same currency and in an
2555		equivalent amount and, to the extent so financed, the obligation of the Parent Borrower or such Foreign
2556		Subsidiary Borrower, as the case may be, to make such payment shall be discharged and replaced by the
2557		resulting Foreign Currency Loans. If the Parent Borrower or the applicable Foreign Subsidiary Borrower,
2558		as the case may be, fails to make such payment when due, the Administrative Agent shall notify each
2559		Revolving Lender of the applicable LC Disbursement, the payment then due from the Parent Borrower or
2560		the applicable Foreign Subsidiary Borrower, as the case may be, in respect thereof and such Lender’s
2561		Applicable Percentage thereof; provided that, notwithstanding anything to the contrary contained in this
2562		Section 2.05, prior to demanding any reimbursement from the Revolving Lenders pursuant to this Section
2563		2.05(e) in respect of any Letter of Credit denominated in an LC Foreign Currency, the Issuing Bank shall
2564		convert the obligations of the Parent Borrower or applicable Foreign Subsidiary Borrower, as the case
2565		may be, under this Section 2.05(e) to reimburse the Issuing Bank in such currency into an obligation to
2566		reimburse the Issuing Bank in dollars and the dollar amount of the reimbursement obligation of the Parent
2567		Borrower or applicable Foreign Subsidiary Borrower, as the case may be, shall be computed by the
2568		Issuing Bank based upon the Exchange Rate in effect for the day on which such conversion occurs, as
2569		determined by the Administrative Agent in accordance with the terms hereof and specified in such notice
2570		to the Revolving Lenders demanding reimbursement; provided, further, that after such conversion, the
2571		reimbursement obligations of the Parent Borrower or applicable Foreign Subsidiary Borrower, as the case
2572		may be, in respect of the applicable Letter of Credit denominated in an LC Foreign Currency shall be
2573		payable in dollars based upon the Exchange Rate in effect for the day on which such conversion occurs,
2574		as determined in accordance with the terms hereof. Promptly following receipt of such notice, each
2575		Lender shall pay to the Administrative Agent its Applicable Percentage of the unreimbursed LC

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2576		Disbursement in the same manner as provided in Section 2.06 with respect to Loans made by such Lender
2577		(and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
2578		and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from
2579		the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the
2580		Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, pursuant to this
2581		paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent
2582		that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank,
2583		then distribute such payment to such Lenders and the Issuing Bank as their interests may appear. Any
2584		payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any
2585		LC Disbursement (other than the funding of ABR Revolving Loans, Eurocurrency Revolving Loans,
2586		Foreign Currency Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall
2587		not relieve the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, of its
2588		obligation to reimburse such LC Disbursement.

2589		(f) Obligations Absolute. The obligation of the Parent Borrower or any Foreign
2590		Subsidiary Borrower to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
2591		absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of
2592		this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or
2593		enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii)
2594		any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid
2595		in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the
2596		Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not
2597		comply with the terms of such Letter of Credit (including honor of a demand for payment presented
2598		electronically even if such Letter of Credit requires that demand be in the form of a draft), (iv) waiver by
2599		the Issuing Bank of any requirement that exists for the Issuing Bank’s protection and not the protection of
2600		the Parent Borrower or any applicable Foreign Subsidiary Borrower, or any waiver by the Issuing Bank
2601		which does not in fact materially prejudice the Parent Borrower or any applicable Foreign Subsidiary
2602		Borrower, (v) any payment made by the Issuing Bank in respect of an otherwise complying item
2603		presented after the date specified as the expiration date of, or the date by which documents must be
2604		received under, such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or
2605		the UCP, as applicable, or (vi) any other event or circumstance whatsoever, whether or not similar to any
2606		of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge
2607		of, or provide a right of setoff against, the obligations of the Parent Borrower or any Foreign Subsidiary
2608		Borrower hereunder. The Parent Borrower or any applicable Foreign Subsidiary Borrower shall promptly
2609		examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the
2610		event of any claim of noncompliance with the Parent Borrower’s or such applicable Foreign Subsidiary
2611		Borrower’s instructions or other irregularity, the Parent Borrower or such Foreign Subsidiary Borrower,
2612		as applicable, will immediately notify the Issuing Bank. The Parent Borrower and any applicable Foreign
2613		Subsidiary Borrower shall be conclusively deemed to have waived any such claim against the Issuing
2614		Bank and its correspondents unless such notice is given as aforesaid. None of the Administrative Agent,
2615		the Lenders or the Issuing Bank, or any of their Related Parties, shall have any liability or responsibility
2616		by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
2617		failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
2618		preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any
2619		draft, notice or other communication under or relating to any Letter of Credit (including any document
2620		required to make a drawing thereunder), any error in interpretation of technical terms or any consequence
2621		arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be
2622		construed to excuse the Issuing Bank from liability to the Parent Borrower or any applicable Foreign
2623		Subsidiary Borrower, as the case may be, to the extent of any direct damages (as opposed to
2624		consequential damages, claims in respect of which are hereby waived by the Parent Borrower or any

-58-


2625		applicable Foreign Subsidiary Borrower, as the case may be, to the extent permitted by applicable law)
2626		suffered by the Parent Borrower or any applicable Foreign Subsidiary Borrower, as the case may be, that
2627		are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other
2628		documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly
2629		agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as
2630		finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have
2631		exercised care in each such determination. In furtherance of the foregoing and without limiting the
2632		generality thereof, the parties agree that, with respect to documents presented which appear on their face
2633		to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole
2634		discretion, either accept and make payment upon such documents without responsibility for further
2635		investigation, regardless of any notice or information to the contrary, or refuse to accept and make
2636		payment upon such documents if such documents are not in strict compliance with the terms of such
2637		Letter of Credit.

2638		(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
2639		thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.
2640		The Issuing Bank shall promptly notify the Administrative Agent and the Parent Borrower or any
2641		applicable Foreign Subsidiary Borrower, as the case may be, by telephone (confirmed by telecopy) of
2642		such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement
2643		thereunder; provided that any failure to give or delay in giving such notice shall not (i) relieve the Parent
2644		Borrower or any applicable Foreign Subsidiary Borrower, as the case may be, of its obligation to
2645		reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement (other than with
2646		respect to the timing of such reimbursement obligation set forth in Section 2.05(e)) or (ii) relieve any
2647		Lender’s obligations to acquire participations as required pursuant to paragraph (d) of this Section 2.05.

2648		(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement (i) in
2649		respect of any Letter of Credit denominated in dollars, then, unless the Parent Borrower or any applicable
2650		Foreign Subsidiary Borrower, as the case may be, shall reimburse such LC Disbursement in full on the
2651		date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
2652		including the date such LC Disbursement is made to but excluding the date that the Parent Borrower or
2653		any applicable Foreign Subsidiary Borrower, as the case may be, reimburses such LC Disbursement, at
2654		the rate per annum then applicable to ABR Revolving Loans and (ii) in respect of any Letter of Credit
2655		denominated in an LC Foreign Currency, then, unless the Parent Borrower or any applicable Foreign
2656		Subsidiary Borrower, as the case may be, shall reimburse such LC Disbursement in full on the date such
2657		LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
2658		the date such LC Disbursement is made to but excluding the date that the Parent Borrower or any
2659		applicable Foreign Subsidiary Borrower, as the case may be, reimburses such LC Disbursement, at the
2660		rate per annum then applicable to Foreign Currency Loans in the applicable Foreign Currency with an
2661		Interest Period of three months’ duration; provided that, if the Parent Borrower or any applicable Foreign
2662		Subsidiary Borrower, as the case may be, fails to reimburse such LC Disbursement when due pursuant to
2663		Section 2.05(e), then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for
2664		the account of the Issuing Bank, except that interest accrued on and after the date of payment by any
2665		Lender pursuant to Section 2.05(e) to reimburse the Issuing Bank shall be for the account of such Lender
2666		to the extent of such payment.

2667		(i) Replacement of an Issuing Bank; Additional Issuing Banks. Any Issuing Bank
2668		may be replaced at any time by written agreement among the Parent Borrower (on behalf of itself and the
2669		Foreign Subsidiary Borrowers), the Administrative Agent, the replaced Issuing Bank and the successor
2670		Issuing Bank. One or more Lenders may be appointed as additional Issuing Banks by written agreement
2671		among the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers), the

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2672		Administrative Agent (whose consent will not be unreasonably withheld) and the Lender that is to be so
2673		appointed. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing
2674		Bank or any such additional Issuing Bank. At the time any such replacement shall become effective, the
2675		Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) shall pay all unpaid fees
2676		accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the
2677		effective date of any such replacement or addition, as applicable, (i) the successor or additional Issuing
2678		Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to
2679		Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be
2680		deemed to refer to such successor or such addition or to any previous Issuing Bank, or to such successor
2681		or such addition and all previous Issuing Banks, as the context shall require. After the replacement of an
2682		Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have
2683		all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit
2684		issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit. If at
2685		any time there is more than one Issuing Bank hereunder, the Parent Borrower (on behalf of itself and the
2686		Foreign Subsidiary Borrowers) may, in its discretion, select which Issuing Bank is to issue any particular
2687		Letter of Credit.

2688		(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
2689		the Business Day that the Parent Borrower or any Foreign Subsidiary Borrower receives notice from the
2690		Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated,
2691		Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure)
2692		demanding the deposit of cash collateral pursuant to this paragraph, the Parent Borrower and the Foreign
2693		Subsidiary Borrowers, as the case may be, shall deposit in an account with the Administrative Agent, in
2694		the name of the Administrative Agent and for the benefit of the Revolving Lenders, the undrawn amount
2695		of each outstanding Letter of Credit and the amount of each unreimbursed LC Disbursements at such time
2696		(and in such currency as each such Letter of Credit is denominated and each such unreimbursed LC
2697		Disbursement was made), plus any accrued and unpaid interest thereon; provided that the obligation to
2698		deposit such cash collateral shall become effective immediately, and such deposit shall become
2699		immediately due and payable, without demand or other notice of any kind, upon the occurrence of any
2700		Event of Default with respect to the Parent Borrower or any Foreign Subsidiary Borrower described in
2701		clause (h) or (i) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral
2702		for the payment and performance of the obligations of the Parent Borrower and the Foreign Subsidiary
2703		Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control,
2704		including the exclusive right of withdrawal, over such account. Other than any interest earned on the
2705		investment of such deposits, which investments shall be made at the option and sole discretion of the
2706		Administrative Agent and at the risk and expense of the Parent Borrower and the Foreign Subsidiary
2707		Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments shall
2708		accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to
2709		reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent
2710		not so applied, shall be held for the satisfaction of the reimbursement obligations of the Parent Borrower
2711		and the Foreign Subsidiary Borrowers for the LC Exposure at such time or, if the maturity of the Loans
2712		has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing
2713		greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Parent Borrower
2714		and the Foreign Subsidiary Borrowers under this Agreement. If the Parent Borrower or any Foreign
2715		Subsidiary Borrower is required to provide an amount of cash collateral hereunder as a result of the
2716		occurrence of an Event of Default, such amount plus any accrued interest or realized profits of such
2717		amounts (to the extent not applied as aforesaid) shall be returned to the Parent Borrower or such Foreign
2718		Subsidiary Borrower within three Business Days after all Events of Default have been cured or waived. If
2719		the Parent Borrower is required to provide an amount of such collateral hereunder pursuant to Section
2720		2.11(b), such amount plus any accrued interest or realized profits on account of such amount (to the

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2721		extent not applied as aforesaid) shall be returned to the Parent Borrower as and to the extent that, after
2722		giving effect to such return, the Parent Borrower would remain in compliance with Section 2.11(b) and no
2723		Default or Event of Default shall have occurred and be continuing.

2724		(k) If the maturity date in respect of any tranche of Revolving Commitments occurs
2725		prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving
2726		Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters
2727		of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of
2728		the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in
2729		respect thereof pursuant to Section 2.05(e)) under (and ratably participated in by Lenders pursuant to) the
2730		Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to
2731		exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time
2732		(it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to
2733		the extent not reallocated pursuant to the immediately preceding clause (i), the Parent Borrower shall cash
2734		collateralize any such Letter of Credit in accordance with Section 2.05(j). If, for any reason, such cash
2735		collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing
2736		tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to
2737		the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the
2738		occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no
2739		effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter
2740		of Credit issued before such maturity date. Commencing with the maturity date of any tranche of
2741		Revolving Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the
2742		extended tranches.

2743		(l) Further Cash Collateralization. In the event and on each occasion that the total
2744		LC Exposure exceeds the LC Sublimit, the Parent Borrower or the Foreign Subsidiary Borrowers, as the
2745		case may be, shall deposit cash collateral in an account with the Administrative Agent, in the name of the
2746		Administrative Agent and for the benefit of the Revolving Lenders, in an aggregate amount equal to such
2747		excess in accordance with the provisions of Section 2.05(j). Such amount plus any accrued interest or
2748		realized profits of such amounts (to the extent not applied as aforesaid) shall be returned to the Parent
2749		Borrower or such Foreign Subsidiary Borrower within three Business days after the first Calculation Date
2750		on which the total LC Exposure no longer exceeds the LC Sublimit.

2751		SECTION 2.06 Funding of Borrowings.

2752		(a) Each Lender shall make each Loan to be made by it hereunder on the proposed
2753		date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time to the
2754		account of the Administrative Agent most recently designated by it for such purpose by notice to the
2755		Lenders; provided that (i) Swingline Loans shall be made as provided in Section 2.04 and (ii) Foreign
2756		Currency Loans shall be made as provided in Section 2.03(b). In the case of all Loans other than Foreign
2757		Currency Loans, the Administrative Agent will make such Loans available to the Parent Borrower or the
2758		applicable Foreign Subsidiary Borrower, as the case may be, by promptly crediting the amounts so
2759		received, in like funds, to an account of the Parent Borrower or such Foreign Subsidiary Borrower, as the
2760		case may be, maintained with the Administrative Agent in New York City, and designated by the Parent
2761		Borrower or such Foreign Subsidiary Borrower, as the case may be, in the applicable Borrowing Request;
2762		provided that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in
2763		Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank. In the case of Foreign
2764		Currency Loans, the Foreign Currency Agent will make such Loans available to the Parent Borrower or
2765		the applicable Foreign Subsidiary Borrower, as the case may be, by promptly crediting or disbursing the
2766		aggregate of the amounts received by the Foreign Currency Agent from the Foreign Currency Lenders, in

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2767		like funds, to an account of the Parent Borrower or such Foreign Subsidiary Borrower, as the case may
2768		be, designated by the Parent Borrower or such Foreign Subsidiary Borrower, as the case may be, in the
2769		applicable Borrowing Request.

2770		(b) Unless the Administrative Agent shall have received notice from a Lender prior
2771		to the proposed date of any Borrowing (other than a Borrowing of Foreign Currency Loans) that such
2772		Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the
2773		Administrative Agent may assume that such Lender has made such share available on such date in
2774		accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available
2775		to the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, a
2776		corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
2777		Borrowing available to the Administrative Agent, then the applicable Lender and the Parent Borrower or
2778		the applicable Foreign Subsidiary Borrower, as the case may be, severally agree to pay to the
2779		Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day
2780		from and including the date such amount is made available to the Parent Borrower or the applicable
2781		Foreign Subsidiary Borrower, as the case may be, to but excluding the date of payment to the
2782		Administrative Agent, at (i) in the case of such Lender, the greater of (x) the ~~Federal Funds~~
2783		~~Effective~~NYFRB Rate and (y) a rate determined by the Administrative Agent in accordance with banking
2784		industry rules on interbank compensation, the applicable rate shall be determined as specified in clause
2785		(y) above, or (ii) in the case of the Parent Borrower or any Foreign Subsidiary Borrower, the interest rate
2786		applicable to ABR Revolving Loans. If such Lender pays such amount to the Administrative Agent, then
2787		such amount shall constitute such Lender’s Loan included in such Borrowing.

2788		(c) Unless the Foreign Currency Agent shall have received notice from a Foreign
2789		Currency Lender prior to the proposed date of any Borrowing of Foreign Currency Loans that such
2790		Foreign Currency Lender will not make available to the Foreign Currency Agent such Foreign Currency
2791		Lender’s share of such Borrowing, the Foreign Currency Agent may assume that such Foreign Currency
2792		Lender has made such share available on such date in accordance with paragraph (a) of this Section and
2793		may, in reliance upon such assumption, make available to the Parent Borrower or the applicable Foreign
2794		Subsidiary Borrower, as the case may be, a corresponding amount. In such event, if a Foreign Currency
2795		Lender has not in fact made its share of the applicable Borrowing of Foreign Currency Loans available to
2796		the Foreign Currency Agent, then the applicable Foreign Currency Lender and the Parent Borrower or the
2797		applicable Foreign Subsidiary Borrower, as the case may be, severally agree to pay to the Foreign
2798		Currency Agent forthwith on demand such corresponding amount with interest thereon, for each day from
2799		and including the date such amount is made available to the Parent Borrower or the applicable Foreign
2800		Subsidiary Borrower, as the case may be, to but excluding the date of payment to the Foreign Currency
2801		Agent, at (i) in the case of such Foreign Currency Lender, a rate determined by the Foreign Currency
2802		Agent in accordance with banking industry rules on interbank compensation, or (ii) in the case of the
2803		Parent Borrower or any Foreign Subsidiary Borrower, the interest rate applicable to Foreign Currency
2804		Loans in the applicable Foreign Currency with an Interest Period of three months’ duration. If such
2805		Foreign Currency Lender pays such amount to the Foreign Currency Agent, then such amount shall
2806		constitute such Foreign Currency Lender’s Loan included in such Borrowing.

2807		(d) On the Restatement Date, all Existing Revolving Loans shall be deemed repaid
2808		and the portion thereof requested by the Parent Borrower to be borrowed on the Restatement Date shall be
2809		deemed reborrowed as Revolving Loans hereunder by the Parent Borrower or the Foreign Subsidiary
2810		Borrowers, as the case may be, provided that each such reborrowed Revolving Loan shall be deemed
2811		made in the same Type and currency as the relevant Existing Revolving Loan (it being understood that for
2812		each tranche of Existing Revolving Loans that were Eurocurrency Loans, (x) the initial Interest Period for
2813		the relevant reborrowed Eurocurrency Loans shall equal the remaining length of the Interest Period for

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2814		such tranche and (y) the Adjusted LIBO Rate for the relevant reborrowed Eurocurrency Loans during
2815		such initial Interest Period shall be the Adjusted LIBO Rate for such tranche immediately prior to the
2816		Restatement Date). Any Revolving Lenders that are not Existing Revolving Lenders (and any Existing
2817		Revolving Lenders with Revolving Commitments as of the Restatement Date that are greater than their
2818		Existing Revolving Commitments) shall advance funds (in the relevant currency) to the Administrative
2819		Agent on the Restatement Date as shall be required to repay the portion of the Revolving Loans of
2820		Existing Revolving Lenders such that (A) each Revolving Lender’s share of outstanding Revolving Loans
2821		denominated in dollars on the Restatement Date is equal to its Applicable Percentage (after giving effect
2822		to the Restatement Date) and (B) each Foreign Currency Lender’s (other than the Fronting Lender’s)
2823		share of outstanding Foreign Currency Loans is equal to its Applicable Percentage (after giving effect to
2824		the Restatement Date) of Foreign Currency Loans.

2825		SECTION 2.07 Interest Elections.

2826		(a) Each Borrowing initially shall be of the Type specified in the applicable
2827		Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as
2828		specified in such Borrowing Request or as otherwise provided in Section 2.03. Thereafter, the Parent
2829		Borrower~~, the applicable Subsidiary Term Borrower~~ or the applicable Foreign Subsidiary Borrower, as
2830		the case may be, may elect to (i) convert any ABR Borrowing or any Eurocurrency Borrowing
2831		denominated in dollars to a Borrowing of a different Type, (ii) continue any Borrowing (provided that
2832		such Borrowing must be continued in the same currency) and (iii) in the case of a Eurocurrency
2833		Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Parent Borrower~~, the~~
2834		~~applicable Subsidiary Term Borrower~~ or the applicable Foreign Subsidiary Borrower, as the case may be,
2835		may elect different options with respect to different portions of the affected Borrowing, in which case
2836		each such portion shall be allocated ratably among the Lenders holding the Loans comprising such
2837		Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This
2838		Section shall not apply to Swingline Borrowings, which may not be converted or continued.

2839		(b) To make an election pursuant to this Section, the Parent Borrower~~, the applicable~~
2840		~~Subsidiary Term Borrower~~ or the applicable Foreign Subsidiary Borrower, as the case may be, shall
2841		notify the Administrative Agent of such election (in the case of any Revolving Loans other than Foreign
2842		Currency Loans, by telephone, and in the case of Foreign Currency Loans, through a written Interest
2843		Election Request delivered by hand or telecopy) by the time that a Borrowing Request would be required
2844		under Section 2.03 if the Parent Borrower~~, the applicable Subsidiary Term Borrower~~ or the applicable
2845		Foreign Subsidiary Borrower, as the case may be, were requesting a Revolving Borrowing (other than a
2846		Borrowing of Foreign Currency Loans), or a Borrowing of Foreign Currency Loans ~~or a Tranche A Term~~
2847		~~Borrowing~~ of the Type resulting from such election to be made on the effective date of such election.
2848		Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by
2849		hand delivery or telecopy to the Administrative Agent of a written Interest Election Request, and all such
2850		written Interest Election Requests (including with respect to Foreign Currency Loans) shall be in a form
2851		approved by the Administrative Agent and signed by the Parent Borrower~~, the applicable Subsidiary~~
2852		~~Term Borrower~~ or the applicable Foreign Subsidiary Borrower, as the case may be.

2853		(c) Each telephonic and written Interest Election Request shall specify the following
2854		information in compliance with Section 2.02:

2855		(i) the Borrowing to which such Interest Election Request applies and, if different
2856		options are being elected with respect to different portions thereof, the portions thereof to be
2857		allocated to each resulting Borrowing (in which case the information to be specified pursuant to
2858		clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

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2859		(ii) the effective date of the election made pursuant to such Interest Election Request,
2860		which shall be a Business Day;

2861		(iii) other than any Interest Election Request made with respect to a Borrowing of
2862		Foreign Currency Loans, whether the resulting Borrowing is to be an ABR Borrowing or a
2863		Eurocurrency Borrowing; and

2864		(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be
2865		applicable thereto after giving effect to such election, which shall be a period contemplated by the
2866		definition of the term “Interest Period.”

2867		If any such Interest Election Request requests (i) a Eurocurrency Borrowing (other than a
2868		Borrowing of Foreign Currency Loans) but does not specify an Interest Period, then the Parent Borrower,
2869		~~the applicable Subsidiary Term Borrower~~ or the applicable Foreign Subsidiary Borrower, as the case may
2870		be, shall be deemed to have selected an Interest Period of one month’s duration or (ii) a Borrowing of
2871		Foreign Currency Loans but does not specify an Interest Period, then the Parent Borrower or the
2872		applicable Foreign Subsidiary Borrower, as the case may be, shall be deemed to have selected an Interest
2873		Period of three months’ duration.

2874		(d) Promptly following receipt of an Interest Election Request, the Administrative
2875		Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting
2876		Borrowing.

2877		(e) If an Interest Election Request with respect to a Eurocurrency Borrowing (other
2878		than a Borrowing of Foreign Currency Loans) is not timely delivered prior to the end of the Interest
2879		Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
2880		Interest Period such Borrowing shall be converted to an ABR Borrowing. If an Interest Election Request
2881		with respect to a Borrowing of Foreign Currency Loans is not timely delivered prior to the end of the
2882		Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of
2883		such Interest Period such Borrowing shall be continued as a Eurocurrency Borrowing with an Interest
2884		Period of three months’ duration. Notwithstanding any contrary provision hereof, if an Event of Default
2885		has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so
2886		notifies the Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the Foreign
2887		Subsidiary Borrowers), then, so long as an Event of Default is continuing (i) no outstanding Borrowing
2888		may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency
2889		Borrowing (other than a Borrowing of Foreign Currency Loans) shall be converted to an ABR Borrowing
2890		at the end of the Interest Period applicable thereto and (iii) each Borrowing of Foreign Currency Loans
2891		shall be due and payable on the last day of the Interest Period applicable thereto.

2892		SECTION 2.08 Termination and Reduction of Commitments.

2893		(a) Unless previously terminated, ~~(i)~~ ~~the Tranche A Term Commitments shall~~
2894		~~terminate and be automatically and permanently reduced to $0 upon the funding of the Tranche A Term~~
2895		~~Loans on the Restatement Date and (ii)~~ the Revolving Commitments shall terminate on the Revolving
2896		Maturity Date.

2897		(b) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers)
2898		may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class;
2899		provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is
2900		an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Revolving Commitments of
2901		any Class shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the

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2902		Revolving Loans of such Class in accordance with Section 2.11, the sum of the Revolving Exposures of
2903		such Class would exceed the total Revolving Commitments of such Class. Any reduction in the
2904		Revolving Commitments shall be made ratably in accordance with each Revolving Lender’s Revolving
2905		Commitment.

2906		(c) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers)
2907		shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments
2908		of any Class under Section 2.08(b) at least three Business Days prior to the effective date of such
2909		termination or reduction, specifying such election and the effective date thereof. Promptly following
2910		receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.
2911		Each notice delivered by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers)
2912		pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving
2913		Commitments delivered by the Parent Borrower (on behalf of itself and the Foreign Subsidiary
2914		Borrowers) may state that such notice is conditioned upon the effectiveness of other credit facilities or the
2915		occurrence of another transaction, in which case such notice may be revoked by the Parent Borrower (on
2916		behalf of itself and the Foreign Subsidiary Borrowers) (by notice to the Administrative Agent on or prior
2917		to the specified effective date) if such condition is not satisfied. Any reduction of the Commitments shall
2918		be permanent. Each reduction of the Revolving Commitments shall be made ratably among the
2919		Revolving Lenders in accordance with their respective Revolving Commitments.

2920		SECTION 2.09 Repayment of Loans; Evidence of Debt.

2921		(a) The Parent Borrower~~, each Subsidiary Term Borrower (with respect to Term~~
2922		~~Loans made to such Subsidiary Term Borrower~~) and each Foreign Subsidiary Borrower hereby
2923		unconditionally promises to pay (i) to the Administrative Agent, in dollars, for the account of each
2924		Revolving Lender the then unpaid principal amount of each Revolving Loan (other than any Foreign
2925		Currency Loan) of such Lender on the Revolving Maturity Date, (ii) to the Foreign Currency Agent for
2926		the account of each Foreign Currency Lender the then unpaid principal amount in the applicable currency
2927		of each Foreign Currency Loan of such Foreign Currency Lender on the Revolving Maturity Date, and
2928		(iii~~) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each~~
2929		~~Term Loan of such Lender as provided in Section 2.10 and (iv~~) to the Swingline Lenders the then unpaid
2930		principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date
2931		after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two
2932		Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing
2933		is made, the Parent Borrower shall repay all Swingline Loans that were outstanding on the date such
2934		Borrowing was requested.

2935		(b) Each Lender shall maintain in accordance with its usual practice an account or
2936		accounts evidencing the indebtedness of the Parent Borrower~~, the Subsidiary Term Borrowers~~ and the
2937		Foreign Subsidiary Borrowers to such Lender resulting from each Loan made by such Lender, including
2938		the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

2939		(c) The Administrative Agent shall maintain accounts in which it shall record (i) the
2940		amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable
2941		thereto, (ii) the applicable currency and the amount of any principal or interest due and payable or to
2942		become due and payable from the Parent Borrower~~, the Subsidiary Term Borrowers~~ and the Foreign
2943		Subsidiary Borrowers to each Lender hereunder and (iii) the currency and amount of any sum received by
2944		the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

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2945		(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of
2946		this Section shall be prima facie evidence of the existence and amounts of the obligations recorded
2947		therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or
2948		any error therein shall not in any manner affect the obligation of the Parent Borrower~~, the Subsidiary~~
2949		~~Term Borrowers~~ and the Foreign Subsidiary Borrowers to repay the Loans in accordance with the terms
2950		of this Agreement.

2951		(e) Any Lender may request that Loans of any Class made by it be evidenced by a
2952		promissory note. In such event, the Parent Borrower~~, the applicable Subsidiary Term Borrower~~ or the
2953		applicable Foreign Subsidiary Borrower, as the case may be, shall prepare, execute and deliver to such
2954		Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such
2955		Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the
2956		Loans evidenced by such promissory note and interest thereon shall at all times (including after
2957		assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form
2958		payable to the order of the payee named therein (or, if such promissory note is a registered note, to such
2959		payee and its registered assigns).

2960		SECTION 2.10 ~~Amortization of Term Loans~~[Reserved].

2961		~~(a) Subject to adjustment pursuant to paragraph (d) of this Section, the Term~~
2962		~~Borrowers shall repay Tranche A Term Loans on each date set forth below in the aggregate principal~~
2963		~~amount set forth opposite such date:~~


~~Date~~	~~Amount~~
~~December 31, 2015~~	$	~~3,437,500~~
~~March 31, 2016~~	$	~~3,437,500~~
~~June 30, 2016~~	$	~~3,437,500~~
~~September 30, 2016~~	$	~~3,437,500~~
~~December 31, 2016~~	$	~~3,437,500~~
~~March 31, 2017~~	$	~~3,437,500~~
~~June 30, 2017~~	$	~~3,437,500~~
~~September 30, 2017~~	$	~~3,437,500~~
~~December 31, 2017~~	$	~~3,437,500~~
~~March 31, 2018~~	$	~~3,437,500~~
~~June 30, 2018~~	$	~~3,437,500~~
~~September 30, 2018~~	$	~~3,437,500~~
~~December 31, 2018~~	$	~~5,156,250~~
~~March 31, 2019~~	$	~~5,156,250~~
~~June 30, 2019~~	$	~~5,156,250~~
~~September 30, 2019~~	$	~~5,156,250~~
~~December 31, 2019~~	$	~~5,156,250~~
~~March 31, 2020~~	$	~~5,156,250~~
~~Tranche A Maturity Date~~	$	~~202,812,500~~


2964
2965		~~(b) The Parent Borrower shall repay Incremental Term Loans of any Series in such~~
2966		~~amounts and on such date or dates as shall be specified therefor in the Incremental Facility Agreement~~
2967		~~establishing the Incremental Term Commitments of such Series (as such amounts may be adjusted~~
2968		~~pursuant to paragraph (d) of this Section or pursuant to such Incremental Facility Agreement).~~

2969		~~(c) To the extent not previously paid, (i) all Tranche A Term Loans shall be due and~~

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2970		~~payable on the Tranche A Maturity Date and (ii) all Incremental Term Loans of any Series shall be due~~
2971		~~and payable on the Incremental Term Maturity Date applicable thereto.~~

2972		~~(d) Any mandatory prepayment of a Tranche A Term Borrowing of any Class shall~~
2973		~~be applied to reduce the subsequent scheduled repayments of the Borrowings of such Class to be made~~
2974		~~pursuant to this Section ratably. Any optional prepayment of a Tranche A Term Borrowing of any Class~~
2975		~~shall be applied to the scheduled repayments of the Borrowings of such Class as directed by the Parent~~
2976		~~Borrower.~~

2977		~~(e) Prior to any repayment of any Tranche A Term Borrowings of any Class~~
2978		~~hereunder, the Parent Borrower (on behalf of itself and the applicable Subsidiary Term Borrower) shall~~
2979		~~select the Borrowing or Borrowings of the applicable Class to be repaid and shall notify the~~
2980		~~Administrative Agent by telephone (confirmed by telecopy) of such selection not later than 11:00 a.m.,~~
2981		~~New York City time, three Business Days before the scheduled date of such repayment. Each repayment~~
2982		~~of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of~~
2983		~~Tranche A Term Borrowings shall be accompanied by accrued interest on the amount repaid.~~

2984		SECTION 2.11 Prepayment of Loans.

2985		(a) The Parent Borrower~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary
2986		Borrowers, as the case may be, shall have the right at any time and from time to time to prepay any
2987		Borrowing in whole or in part, subject to the requirements of this Section.

2988		(b) In the event and on each occasion that (i) the sum of the Revolving Exposures
2989		exceeds the total Revolving Commitments, the Parent Borrower and the Foreign Subsidiary Borrowers, as
2990		the case may be, shall prepay Revolving Loans and/or Swingline Loans (or, if no such Borrowings are
2991		outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section
2992		2.05(j)) in an aggregate amount equal to such excess, (ii) the sum of the Foreign Currency Revolving
2993		Exposures exceeds the Foreign Currency Sublimit, the Parent Borrower or the Foreign Subsidiary
2994		Borrowers, as the case may be, shall prepay Foreign Currency Loans (or, if no such Borrowings are
2995		outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section
2996		2.05(j)) in an aggregate amount equal to such excess or (iii) the aggregate Dollar Equivalent of the
2997		aggregate outstanding principal amounts of Foreign Currency Loans exceeds an amount equal to 105% of
2998		the Foreign Currency Sublimit, the Parent Borrower shall, or shall cause any applicable Foreign
2999		Subsidiary Borrower, without notice or demand, immediately to prepay such of the outstanding Foreign
3000		Currency Loans in an aggregate principal amount such that, after giving effect thereto, the aggregate
3001		Dollar Equivalents of the outstanding principal amounts of Foreign Currency Loans does not exceed the
3002		Foreign Currency Sublimit.

3003		~~(c) In the event and on each occasion that any Net Proceeds are received by or on~~
3004		~~behalf of Holdings, the Parent Borrower or any Subsidiary in respect of any Prepayment Event, the Parent~~
3005		~~Borrower (on behalf of itself and the Subsidiary Term Borrowers) shall, within three Business Days after~~
3006		~~such Net Proceeds are received, prepay Tranche A Term Borrowings in an aggregate amount equal to~~
3007		~~such Net Proceeds;~~ ~~provided~~ ~~that in the case of any event described in clause (a) of the definition of the~~
3008		~~term Prepayment Event (other than sales, transfers or other dispositions pursuant to Section 6.05(j) in~~
3009		~~excess of $50,000,000), if Holdings or the Parent Borrower shall deliver, within such three Business~~
3010		~~Days, to the Administrative Agent a certificate of a Financial Officer to the effect that Holdings, the~~
3011		~~Parent Borrower and the Subsidiaries, intend to apply the Net Proceeds from such event (or a portion~~
3012		~~thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to acquire real~~
3013		~~property, equipment or other tangible assets to be used in the business of the Parent Borrower and the~~

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3014		~~Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be~~
3015		~~required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion~~
3016		~~of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net~~
3017		~~Proceeds therefrom that have not been so applied by the end of such 365-day period, at which time a~~
3018		~~prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied; and~~
3019		~~~~provided~~, ~~further~~ that prepayments of Tranche A Term Borrowings otherwise required by this Section~~
3020		~~2.11(c) shall not be required to the extent the applicable Net Proceeds were actually used to make~~
3021		~~prepayments of Tranche A Term Borrowings (as defined in the Existing Credit Agreement) pursuant to~~
3022		~~Section 2.11(c) of the Existing Credit Agreement.~~

3023		(c) [Reserved].

3024		(d) ~~Following the end of each fiscal year of the Parent Borrower, commencing with~~
3025		~~the fiscal year ending December 31, 2016, the Parent Borrower (on behalf of itself and the Subsidiary~~
3026		~~Term Borrowers) shall prepay Tranche A Term Borrowings in an aggregate amount equal to the ECF~~
3027		~~Percentage of Excess Cash Flow for such fiscal year. Each prepayment pursuant to this paragraph shall~~
3028		~~be made within 95 days after the end of such fiscal year.~~[Reserved].

3029		(e) Prior to any optional or mandatory prepayment of Borrowings hereunder, the
3030		Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary
3031		Borrowers) shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the
3032		notice of such prepayment pursuant to paragraph (f) of this Section.

3033		(f) The Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the
3034		Foreign Subsidiary Borrowers) shall notify the Administrative Agent (and, (A) in the case of prepayment
3035		of a Foreign Currency Loan, the Foreign Currency Agent and (B) in the case of prepayment of a
3036		Swingline Loan, the Swingline Lenders), by (x) in the case of Revolving Loans (other than Foreign
3037		Currency Loans) or Swingline Loans, by telephone (confirmed by telecopy) and (y) in the case of Foreign
3038		Currency Loans, by telecopy, of any prepayment hereunder (i) in the case of prepayment of a
3039		Eurocurrency Borrowing (other than a Borrowing of Foreign Currency Loans), not later than 12:00 noon,
3040		New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of
3041		an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of
3042		prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York
3043		City time, on the date of prepayment and (iv) in the case of prepayment of a Foreign Currency Loan, not
3044		later than the time set forth for the relevant Foreign Currency on the Administrative Schedule. Each such
3045		notice shall be irrevocable and shall specify (i) whether the prepayment is of Eurocurrency Loans
3046		denominated in dollars, Foreign Currency Loans (and if Foreign Currency Loans are to be prepaid, the
3047		Foreign Currency in which such Loans are denominated) or ABR Loans, (ii) the prepayment date, (iii) the
3048		principal amount of each Borrowing or portion thereof to be prepaid and (iv) in the case of a mandatory
3049		prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a
3050		notice of optional prepayment is given in connection with a conditional notice of termination of
3051		Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be
3052		revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following
3053		receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative
3054		Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
3055		be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as
3056		provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory
3057		prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the
3058		prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by
3059		Section 2.13.

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3060		~~(g) In the event of any mandatory prepayment of Term Loans made at a time when~~
3061		~~Term Loans of more than one Class remain outstanding, the Parent Borrower shall select Term Loans to~~
3062		~~be prepaid so that the aggregate amount of such prepayment is allocated among each Class of the Term~~
3063		~~Loans pro rata based on the aggregate principal amounts of outstanding Borrowings of each such Class;~~
3064		~~~~provided~~ that (x) the amounts so allocable to Incremental Term Loans of any Series may be applied to~~
3065		~~other Term Loan Borrowings if so provided in the applicable Incremental Facility Agreement and (y) the~~
3066		~~amounts so allocable to any tranche of Extended Term Loans may be applied to other Term Loan~~
3067		~~Borrowings if so provided in the applicable Extension Offer. In the event of any optional prepayment of~~
3068		~~Term Loans made at a time when Term Loans of more than one Class remain, the Parent Borrower shall~~
3069		~~select the Term Loans to be prepaid so that the aggregate amount of such prepayment is allocated among~~
3070		~~the Term Loans and each Series of Incremental Term Loans then outstanding based on the aggregate~~
3071		~~principal amount of outstanding Borrowings of each such Class; ~~provided~~ that (x) the amounts so~~
3072		~~allocable to Incremental Term Loans of any Series may be applied to other Borrowings of Tranche A~~
3073		~~Term Loans if so provided in the applicable Incremental Facility Agreement and (y) the amounts so~~
3074		~~allocable to any tranche of Extended Term Loans may be applied to other Borrowings of Tranche A Term~~
3075		~~Loans if so provided in the applicable Extension Offer.~~

3076		SECTION 2.12 Fees.

3077		(a) The Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the
3078		Foreign Subsidiary Borrowers) agrees to pay to the Administrative Agent for the account of each Lender
3079		a commitment fee (the “Commitment Fee”), which shall accrue at the Applicable Rate on the average
3080		daily unused amount of the Revolving Commitment of such Lender during the period from and including
3081		the Restatement Date to but excluding the date on which such Commitment terminates. Accrued
3082		Commitment Fees shall be payable in arrears on the last day of March, June, September and December of
3083		each year and on the date on which the Revolving Commitments terminate, commencing on the first such
3084		date to occur after the Restatement Date. All Commitment Fees shall be computed on the basis of a year
3085		of 360 days and shall be payable for the actual number of days elapsed (including the first day but
3086		excluding the last day). For purposes of computing Commitment Fees with respect to Revolving
3087		Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the
3088		outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such
3089		Lender shall be disregarded for such purpose).

3090		(b) (i) The Parent Borrower (on behalf of itself and the Foreign Subsidiary
3091		Borrowers) agrees to pay (A) to the Administrative Agent for the account of each Revolving Lender a
3092		participation fee with respect to its participations in Letters of Credit, which shall accrue at the same
3093		Applicable Rate as interest on Eurocurrency Revolving Loans made by such Lender on the average daily
3094		amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC
3095		Disbursements) during the period from and including the Restatement Date to but excluding the later of
3096		the date on which (x) such Lender’s Revolving Commitment terminates and (y) such Lender ceases to
3097		have any LC Exposure, and (B) to the Issuing Bank a fronting fee, which shall accrue at the rate of
3098		~~0.25~~0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof
3099		attributable to unreimbursed LC Disbursements) during the period from and including the Restatement
3100		Date to but excluding the later of the date on which (x) all Revolving Commitments terminate and (y) the
3101		date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with
3102		respect to the issuance, administration, amendment, renewal or extension of any Letter of Credit or
3103		processing of drawings thereunder; provided that in each case, notwithstanding anything to the contrary
3104		contained in this Agreement, for purposes of calculating any fee in respect of a Letter of Credit in respect
3105		of any Business Day, the Administrative Agent shall convert the amount available to be drawn under any
3106		Letter of Credit denominated in an LC Foreign Currency into an amount of dollars based upon the

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3107		Exchange Rate. Participation fees and fronting fees accrued through and including the last day of March,
3108		June, September and December of each year shall be payable on the third Business Day following such
3109		last day, commencing on the first such date to occur after the Restatement Date; provided that all such
3110		fees in respect of Letters of Credit shall be payable on the date on which the Revolving Commitments
3111		terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall
3112		be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be
3113		payable within 10 days after demand. All participation fees and fronting fees shall be computed on the
3114		basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first
3115		day but excluding the last day).

3116		(c) The Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the
3117		Foreign Subsidiary Borrowers) agrees to pay to the Administrative Agent, for its own account, fees
3118		payable in the amounts and at the times separately agreed upon between the Parent Borrower and the
3119		Administrative Agent.

3120		(d) The Parent Borrower agrees to pay to the Foreign Currency Agent, for the
3121		account of the Fronting Lender, at the applicable office of the Foreign Currency Agent set forth on the
3122		Administrative Schedule, a fronting fee with respect to each Fronted Foreign Currency Loan for the
3123		period from and including the date of the Borrowing of such Foreign Currency Loan to but excluding the
3124		date of repayment thereof computed at a rate of 0.25% per annum on the average daily principal amount
3125		of such Fronted Foreign Currency Loan outstanding during the period for which such fee is calculated.
3126		Such fronting fee shall be payable quarterly in arrears on the last day of March, June, September and
3127		December of each year and on the date on which the Revolving Commitments terminate, commencing on
3128		the first such date to occur after the Restatement Date.

3129		(e) With respect to any Foreign Currency Loan, the Parent Borrower shall pay to the
3130		Administrative Agent, for the account of the applicable Foreign Currency Loan Participants, a
3131		participation fee (the “Foreign Currency Participation Fee”) for the period from and including the date of
3132		the Borrowing of such Foreign Currency Loan to but excluding the date of repayment thereof, computed
3133		at a rate per annum equal to the Applicable Margin with respect to Eurocurrency Loans that are
3134		Revolving Loans from time to time in effect on the average daily principal amount of such Fronted
3135		Foreign Currency Loans outstanding during the period for which such fee is calculated, which fee shall be
3136		paid in dollars based on the Dollar Equivalent thereof. Such fee shall, with respect to each Foreign
3137		Currency Loan, be payable in arrears on each Interest Payment Date to occur after the making of such
3138		Foreign Currency Loan and on the date on which the Revolving Commitments terminate, commencing on
3139		the first such date to occur after the Restatement Date.

3140		(f) All fees payable hereunder shall be paid on the dates due, in immediately
3141		available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
3142		distribution, in the case of Commitment Fees and participation fees, to the Lenders entitled thereto. Fees
3143		paid shall not be refundable under any circumstances.

3144		SECTION 2.13 Interest.

3145		(a) The Loans comprising each ABR Borrowing (including each Swingline Loan)
3146		shall bear interest at the Alternate Base Rate plus the Applicable Rate.

3147		(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the
3148		Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate;
3149		provided that each Fronted Foreign Currency Loan shall bear interest for each day during each Interest
3150		Period with respect thereto at a rate per annum equal to the Adjusted LIBO Rate for such day.

-70-



3151		(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any
3152		fee or other amount payable by the Parent Borrower~~, the Subsidiary Term Borrowers~~ or the Foreign
3153		Subsidiary Borrowers, as the case may be, hereunder is not paid when due, whether at stated maturity,
3154		upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,
3155		at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
3156		applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any
3157		other overdue amount payable (A) with respect to any Loan other than a Foreign Currency Loan, 2% plus
3158		the rate applicable to ABR Revolving Loans and (B) with respect to any Foreign Currency Loan, 2% plus
3159		the rate otherwise applicable to such Loan.

3160		(d) Accrued interest on each Loan shall be payable in arrears on each Interest
3161		Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving
3162		Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable
3163		on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an
3164		ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the
3165		principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii)
3166		in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period
3167		therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

3168		(e) All interest hereunder shall be computed on the basis of a year of 360 days,
3169		except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base
3170		Rate is based on the Prime Rate and interest computed on Foreign Currency Loans made in Pounds
3171		Sterling ~~and Australian Dollars~~ shall be computed on the basis of a year of 365 days (or 366 days in a leap
3172		year), and in each case shall be payable for the actual number of days elapsed (including the first day but
3173		excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined
3174		by the Administrative Agent, and such determination shall be conclusive absent manifest error.

3175		SECTION 2.14 Alternate Rate of Interest. (a) If prior to the commencement of any
3176		Interest Period for a Eurocurrency Borrowing of any Class or currency:

3177		(ai) the Administrative Agent determines (which determination shall be conclusive
3178		absent manifest error) that adequate and reasonable means ~~(including, without limitation, by~~
3179		~~means of an Interpolated Rate)~~ do not exist for ascertaining the Adjusted LIBO Rate ~~for such~~
3180		~~Interest Period~~or the LIBO Rate, as applicable (including because the Screen Rate is not available
3181		or published on a current basis), or for the applicable currency and such Interest Period; or

3182		(bii) the Administrative Agent is advised by a majority in interest of the ~~Lenders of~~
3183		~~the~~ applicable Class that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
3184		Interest Period will not adequately and fairly reflect the cost to such Lenders of making or
3185		maintaining their Loans included in such Borrowing for such Interest Period;

3186		then the Administrative Agent shall give notice thereof to the Parent Borrower (on behalf of the Parent
3187		Borrower~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers) and the Lenders of the
3188		applicable Class by telephone or telecopy as promptly as practicable thereafter and, until the
3189		Administrative Agent notifies the Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~
3190		and the Foreign Subsidiary Borrowers) and such Lenders that the circumstances giving rise to such notice
3191		no longer exist, then (i) any Interest Election Request that requests the conversion of any Borrowing to, or
3192		continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective, (ii) any Eurocurrency
3193		Borrowing (other than a Borrowing of Foreign Currency Loans) that is requested to be continued, shall be
3194		converted to an ABR Borrowing on the last day of the Interest Period applicable thereto, (iii) any Foreign

-71-


3195		Currency Loans requested to be made on the first day of such Interest Period shall not be made and (iv)
3196		any outstanding Foreign Currency Loans (or any outstanding Foreign Currency Loans in the affected
3197		Foreign Currency, as applicable) shall be due and payable on the last day of the Interest Period applicable
3198		thereto.

3199		(b) If at any time the Administrative Agent determines (which determination shall be
3200		conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such
3201		circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not
3202		arisen but the supervisor for the administrator of a Screen Rate or a Governmental Authority having
3203		jurisdiction over the Administrative Agent has made a public statement identifying a specific date after
3204		which a Screen Rate shall no longer be used for determining interest rates for loans, then the
3205		Administrative Agent and the Parent Borrower (on behalf of the Parent Borrower and the Foreign
3206		Subsidiary Borrowers) shall endeavor to establish an alternate rate of interest to the LIBO Rate (in lieu of
3207		the applicable Screen Rate) that gives due consideration to the then prevailing market convention for
3208		determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an
3209		amendment to this Agreement to reflect such alternate rate of interest and such other related changes to
3210		this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than
3211		zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything
3212		to the contrary in Section 10.02, any such amendment shall become effective without any further action or
3213		consent of any other party to this Agreement so long as the Administrative Agent shall not have received,
3214		within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a
3215		written notice from the Required Lenders stating that such Required Lenders object to such amendment.
3216		Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of
3217		the circumstances described in clause (ii) of the first sentence of this Section 2.14(b), only to the extent
3218		the Screen Rate for the applicable currency and such Interest Period is not available or published at such
3219		time on a current basis), (w) any Interest Election Request that requests the conversion of any Borrowing
3220		to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective, (x) any
3221		Eurocurrency Borrowing (other than a Borrowing of Foreign Currency Loans) that is requested to be
3222		continued, shall be converted to an ABR Borrowing on the last day of the Interest Period applicable
3223		thereto, (y) any Foreign Currency Loans requested to be made on the first day of such Interest Period
3224		shall not be made and (z) any outstanding Foreign Currency Loans (or any outstanding Foreign Currency
3225		Loans in the affected Foreign Currency, as applicable) shall be due and payable on the last day of the
3226		Interest Period applicable thereto.

3227		SECTION 2.15 Increased Costs.

3228		(a) If any Change in Law shall:

3229		(i) impose, modify or deem applicable any reserve, special deposit or similar
3230		requirement against assets of, deposits with or for the account of, or credit extended by, any
3231		Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing
3232		Bank;

3233		(ii) impose on any Lender or the Issuing Bank or the London interbank market any
3234		other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any
3235		Letter of Credit or participation therein; or

3236		(iii) subject any Lender or the Issuing Bank to any Taxes on its loans, loan principal,
3237		Letters of Credit, commitments, or other obligations, or its deposits, reserves, other liabilities or
3238		capital attributable thereto (other than (A) Indemnified Taxes otherwise indemnifiable under
3239		Section 2.17 and (B) Excluded Taxes);

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3240		and the result of any of the foregoing shall be to increase the cost to such Lender of making or
3241		maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to
3242		increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter
3243		of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank
3244		hereunder (whether of principal, interest or otherwise), then the Parent Borrower~~, the applicable~~
3245		~~Subsidiary Term Borrowers~~ or the applicable Foreign Subsidiary Borrowers, as the case may be, will pay
3246		to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will
3247		compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or
3248		reduction suffered.

3249		(b) If any Lender or the Issuing Bank determines that any Change in Law regarding
3250		capital or liquidity requirements has or would have the effect of reducing the rate of return on such
3251		Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding
3252		company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
3253		Credit held by, such Lender or the Letters of Credit issued by the Issuing Bank, to a level below that
3254		which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could
3255		have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s
3256		policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital
3257		adequacy or liquidity), then from time to time the Parent Borrower~~, the applicable Subsidiary Term~~
3258		~~Borrowers~~ or the applicable Foreign Subsidiary Borrowers, as the case may be, will pay to such Lender or
3259		the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender
3260		or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction
3261		suffered.

3262		(c) If by reason of any Change in Law subsequent to the Restatement Date,
3263		disruption of currency or foreign exchange markets, war or civil disturbance or similar event, the funding
3264		of any Foreign Currency Loan in any relevant Foreign Currency or the funding of any Foreign Currency
3265		Loan in any relevant Foreign Currency to an office located other than in New York shall be impossible or,
3266		in the reasonable judgment of the Fronting Lender such Foreign Currency is no longer available or readily
3267		convertible into dollars, or the Dollar Equivalent of such Foreign Currency is no longer readily calculable,
3268		then, at the election of the Fronting Lender, no Foreign Currency Loans in the relevant currency shall be
3269		made or any Foreign Currency Loan in the relevant currency shall be made to an office of the Foreign
3270		Currency Agent located in New York, as the case may be, until such time as, in the reasonable judgment
3271		of the Fronting Lender, the funding of Foreign Currency Loans in the relevant Foreign Currency is
3272		possible, the funding of Foreign Currency Loans in the relevant Foreign Currency to an office located
3273		other than in New York is possible, the relevant Foreign Currency is available and readily convertible into
3274		dollars or the Dollar Equivalent of the relevant Foreign Currency Loan is readily calculable, as applicable.

3275		(d) (i) If payment in respect of any Foreign Currency Loan shall be due in a currency
3276		other than dollars and/or at a place of payment other than New York and if, by reason of any Change in
3277		Law subsequent to the Restatement Date, disruption of currency or foreign exchange markets, war or civil
3278		disturbance or similar event, payment of such Obligations in such currency or such place of payment shall
3279		be impossible or, in the reasonable judgment of the Fronting Lender, such Foreign Currency is no longer
3280		available or readily convertible to dollars, or the Dollar Equivalent of such Foreign Currency is no longer
3281		readily calculable, then, at the election of any affected Lender, the Parent Borrower (on behalf of itself
3282		and the Foreign Subsidiary Borrowers) shall make payment of such Loan in dollars (based upon the
3283		Exchange Rate in effect for the day on which such payment occurs, as determined by the Administrative

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3284		Agent in accordance with the terms hereof) and/or in New York or (ii) if any Foreign Currency in which
3285		Loans are outstanding is redenominated then, at the election of any affected Lender, such affected Loan
3286		and all obligations of the Parent Borrower or any applicable Foreign Subsidiary Borrower in respect
3287		thereof shall be converted into obligations in dollars (based upon the Exchange Rate in effect on such
3288		date, as determined by the Administrative Agent in accordance with the terms hereof), and, in each case,
3289		the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) shall indemnify the
3290		Lenders, against any currency exchange losses or reasonable out-of-pocket expenses that it shall sustain
3291		as a result of such alternative payment.

3292		(e) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
3293		necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as
3294		specified in paragraph (a) or (b) of this Section shall be delivered to the Parent Borrower (on behalf of
3295		itself~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers) and shall be conclusive
3296		absent manifest error. The Parent Borrower~~, the applicable Subsidiary Term Borrowers~~ or the applicable
3297		Foreign Subsidiary Borrowers, as the case may be, shall pay such Lender or the Issuing Bank, as the case
3298		may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

3299		(f) Failure or delay on the part of any Lender or the Issuing Bank to demand
3300		compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s
3301		right to demand such compensation; provided that none of the Parent Borrower~~, any Subsidiary Term~~
3302		~~Borrower~~ or any Foreign Subsidiary Borrower shall be required to compensate a Lender or the Issuing
3303		Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to
3304		the date that such Lender or the Issuing Bank, as the case may be, notifies the Parent Borrower (on behalf
3305		of itself~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers) of the Change in Law
3306		giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to
3307		claim compensation therefor; provided further that, if the Change in Law giving rise to such increased
3308		costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include
3309		the period of retroactive effect thereof.

3310		SECTION 2.16 Break Funding Payments. In the event of (a) the payment of any
3311		principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto
3312		(including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on
3313		the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay
3314		any Revolving Loan ~~or Term Loan~~ on the date specified in any notice delivered pursuant hereto
3315		(regardless of whether such notice may be revoked under Section 2.11(f) and is revoked in accordance
3316		therewith), or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest
3317		Period applicable thereto as a result of a request by the Parent Borrower~~, any Subsidiary Term Borrower~~
3318		or any Foreign Subsidiary Borrower pursuant to Section 2.19, then, in any such event, the Parent
3319		Borrower~~, the applicable Subsidiary Term Borrower~~ or the applicable Foreign Subsidiary Borrower, as
3320		the case may be, shall compensate each Lender for the loss, cost and expense attributable to such event.
3321		In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to include
3322		an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would
3323		have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO
3324		Rate that would have been applicable to such Loan, for the period from the date of such event to the last
3325		day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue,
3326		for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that
3327		would accrue on such principal amount for such period at the interest rate which such Lender would bid
3328		were it to bid, at the commencement of such period, for deposits in the applicable currency of a
3329		comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender
3330		setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall

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3331		be delivered to the Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the Foreign
3332		Subsidiary Borrowers) and shall be conclusive absent manifest error. The Parent Borrower~~, the~~
3333		~~applicable Subsidiary Term Borrower~~ or the applicable Foreign Subsidiary Borrower, as the case may be,
3334		shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt
3335		thereof.

3336		SECTION 2.17 Taxes.

3337		(a) Any and all payments by or on account of any obligation of the Parent Borrower,
3338		~~any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower hereunder or under any other Loan
3339		Document shall be made free and clear of and without deduction for any Indemnified Taxes; provided
3340		that if the Parent Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower (the
3341		“Applicable Borrower”) or the Administrative Agent shall be required to deduct any Indemnified Taxes
3342		from such payments, then (i) the sum payable shall be increased as necessary so that after making all
3343		required deductions (including deductions applicable to additional sums payable under this Section) the
3344		Administrative Agent or the Lender (as the case may be) receives an amount equal to the sum it would
3345		have received had no such deductions been made, (ii) the Applicable Borrower or the Administrative
3346		Agent shall make such deductions and (iii) the Applicable Borrower or the Administrative Agent shall
3347		pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

3348		(b) In addition, the Applicable Borrower shall timely pay any Other Taxes to the
3349		relevant Governmental Authority in accordance with applicable law, or at the option of the
3350		Administrative Agent timely reimburse it for the payment of any Other Taxes.

3351		(c) The Applicable Borrower shall indemnify the Administrative Agent, each Lender
3352		and the Issuing Bank, within 10 Business Days after written demand therefor, for the full amount of any
3353		Indemnified Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may
3354		be, on or with respect to any payment by or on account of any obligation of the Applicable Borrower,
3355		hereunder or under any other Loan Document (including Indemnified Taxes imposed or asserted on or
3356		attributable to amounts payable under this Section) and any reasonable expenses arising therefrom or with
3357		respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by
3358		the relevant Governmental Authority. A certificate as to the amount of such payment or liability
3359		delivered to the Applicable Borrower by a Lender (with a copy to the Administrative Agent) or by the
3360		Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
3361		error.

3362		(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes
3363		by the Applicable Borrower to a Governmental Authority, the Applicable Borrower shall deliver to the
3364		Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
3365		evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
3366		reasonably satisfactory to the Administrative Agent.

3367		(e) Each Lender shall severally indemnify the Administrative Agent for any Taxes
3368		(but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already
3369		indemnified the Administrative Agent for such Indemnified Taxes and without limiting or expanding the
3370		obligation of the Applicable Borrower to do so) attributable to such Lender that are paid or payable by the
3371		Administrative Agent in connection with any Loan Document and any reasonable expenses arising
3372		therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted
3373		by the relevant Governmental Authority. The indemnity under this Section shall be paid within 10 days
3374		after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes
3375		so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so
3376		paid or payable absent manifest error.

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3377		(f) Any Lender that is entitled to an exemption from, or reduction of, any applicable
3378		withholding Tax with respect to any payments under any Loan Document shall deliver to the Parent
3379		Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers)
3380		(with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such
3381		properly completed and executed documentation prescribed by applicable law or reasonably requested by
3382		the Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary
3383		Borrowers) or the Administrative Agent as will permit such payments to be made without withholding, or
3384		at a reduced rate of, withholding. In addition, any Lender, if reasonably requested by the Parent Borrower
3385		or the Administrate Agent, shall deliver such other documentation prescribed by applicable law or
3386		reasonably requested by the Parent Borrower or the Administrative Agent as will enable the Parent
3387		Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup
3388		withholding or information reporting requirements. If any form or certification previously delivered
3389		pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender,
3390		such Lender shall promptly (and in any event within 10 Business Days after such expiration, obsolescence
3391		or inaccuracy) notify the Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the
3392		Foreign Subsidiary Borrowers) and the Administrative Agent in writing of such expiration, obsolescence
3393		or inaccuracy and update the form or certification if it is legally eligible to do so.

3394		(i) Without limiting the generality of the foregoing, with respect to any Loan made
3395		to the Parent Borrower~~, a Subsidiary Term Borrower~~ or a Foreign Subsidiary Borrower that is or
3396		deemed a U.S. Person (the “Applicable U.S. Borrower”), any Lender shall, to the extent it is
3397		legally eligible to do so, deliver to the Applicable U.S. Borrower and the Administrative Agent
3398		(in such number of copies reasonably requested by the Applicable U.S. Borrower and the
3399		Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly
3400		completed and executed copies of whichever of the following is applicable:

3401		(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying
3402		that such Lender is exempt from U.S. Federal backup withholding tax;

3403		(B) in the case of a Non-U.S. Lender claiming the benefits of an income tax
3404		treaty to which the United States is a party (1) with respect to payments of interest under
3405		any Loan Document, the applicable IRS Form W-8BEN or W-8BEN-E establishing an
3406		exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest”
3407		article of such tax treaty and (2) with respect to any other applicable payments under this
3408		Agreement, the applicable IRS Form W-8BEN or W-8BEN-E establishing an exemption
3409		from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or
3410		“other income” article of such tax treaty;

3411		(C) in the case of a Non-U.S. Lender for whom payments under this
3412		Agreement constitute income that is effectively connected with such Lender’s conduct of
3413		a trade or business in the United States, IRS Form W-8ECI;

3414		(D) in the case of a Non-U.S. Lender claiming the benefits of the exemption
3415		for portfolio interest under Section 881(c) of the Code both (1) the applicable IRS Form
3416		W-8BEN or W-8BEN-E and (2) a certificate substantially in the form of Exhibit I (a
3417		“~~U.S. Tax Certificate~~”) to the effect that such Lender is not (a) a “bank” within the
3418		meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the

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3419		Applicable U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) a
3420		“controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d)
3421		conducting a trade or business in the United States with which the relevant interest
3422		payments are effectively connected (a “U.S. Tax Certificate”);

3423		(E) in the case of a Non-U.S. Lender that is not the beneficial owner of
3424		payments made under this Agreement (including a partnership or a participating Lender)
3425		(1) an IRS Form W-8IMY on behalf of itself ~~and (2)~~ ~~the relevant forms prescribed in~~
3426		~~clauses (A), (B), (C), (D) and (F) of this paragraph (g)(ii) that would be required of each~~
3427		~~such~~, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E,
3428		as applicable, and (2) a U.S. Tax Certificate substantially in the form of Exhibit I-2 or
3429		Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial
3430		owner ~~or partner of such partnership if such beneficial owner or partner were a Lender~~, as
3431		applicable; provided, however, that if the Lender is a partnership and one or more of its
3432		partners are claiming the exemption for portfolio interest under Section 881(c) of the
3433		Code, such Lender may provide a U.S. Tax Certificate substantially in the form of
3434		Exhibit I-4 on behalf of each such ~~partners~~partner; or

3435		(F) any other form prescribed by law as a basis for claiming exemption from,
3436		or a reduction of, U.S. Federal withholding Tax together with such supplementary
3437		documentation necessary to enable the Applicable U.S. Borrower or the Administrative
3438		Agent to determine the amount of Tax (if any) required by law to be withheld.

3439		(ii) If a payment made to a Lender under any Loan Document would be subject to
3440		U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the
3441		applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
3442		1472(b) of the Code, as applicable), such Lender shall deliver to the Applicable U.S. Borrower
3443		and the Administrative Agent, at the time or times prescribed by law and at such time or times
3444		reasonably requested by the Applicable U.S. Borrower or the Administrative Agent, such
3445		documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
3446		of the Code) and such additional documentation reasonably requested by the Applicable U.S.
3447		Borrower or the Administrative Agent as may be necessary for the Applicable U.S. Borrower or
3448		the Administrative Agent, to comply with its obligations under FATCA, to determine that such
3449		Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary,
3450		to determine the amount to deduct and withhold from such payment. Solely for purposes of this
3451		Section 2.17(f)(ii), “FATCA” shall include any amendments made to FATCA after the
3452		Restatement Date.

3453		Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties
3454		and to any successor Administrative Agent any documentation provided by such Lender to the
3455		Administrative Agent pursuant to Section 2.17(f).

3456		For purposes of determining withholding Taxes imposed under FATCA, from and after
3457		the Restatement Date, the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) and
3458		the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat)
3459		the Loan Documents as not qualifying as a “grandfathered obligation” within the meaning of Treasury
3460		Regulation Section 1.1471-2(b)(2)(i)

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3461		(g) If any party determines, in its sole discretion exercised in good faith, that it has
3462		received a refund of any Indemnified Taxes (including additional amounts paid pursuant to this Section
3463		2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
3464		indemnity payments made, or additional amounts paid, under this Section 2.17 with respect to the
3465		Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of
3466		such indemnified party and without interest (other than any interest paid by the relevant Governmental
3467		Authority with respect to such refund); provided, however, that such indemnifying party, upon the request
3468		of such indemnified party, agrees to repay to such indemnified party the amount paid to such indemnified
3469		party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the
3470		relevant Governmental Authority) in the event such indemnified party is required to repay such refund to
3471		such Governmental Authority. Nothing contained in this Section 2.17(g) shall require any indemnified
3472		party to make available its Tax returns or any other information relating to its Taxes which it deems
3473		confidential to the indemnifying party or any other Person.

3474		(h) For purposes of Section 2.17, the term “Lender” includes any Issuing Bank.

3475		~~(i) For purposes of determining withholding Taxes imposed under FATCA, from~~
3476		~~and after the Restatement Date, the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers~~
3477		~~and the Foreign Subsidiary Borrowers) and the Administrative Agent shall treat (and the Lenders hereby~~
3478		~~authorize the Administrative Agent to treat) the Loan Documents as not qualifying as a “grandfathered~~
3479		~~obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).~~

3480		(ji) Without limiting the provisions of Section 2.17(g), if a UK Tax Deduction is
3481		required by law to be made by a Loan Party from an Applicable UK Payment to a Revolving Lender which
3482		is a Treaty Lender and any Loan Party makes an increased payment to that Treaty Lender under Sections
3483		2.17(a) or 2.17(c) in respect of that UK Tax Deduction but the Treaty Lender is or becomes entitled to a
3484		refund of the relevant Tax by virtue of the relevant Treaty (a “Treaty Rebate”), the Treaty Lender shall,
3485		following written request to do so from the relevant Loan Party, use commercially reasonable
3486		~~endeavours~~endeavors to claim that Treaty Rebate from the relevant Governmental Authority and shall pay
3487		to the relevant Loan Party a sum equal to the amount of that Treaty Rebate, net of all out-of-pocket
3488		expenses (including any Taxes) and without interest (other than any interest paid by the relevant
3489		Governmental Authority in respect of such refund), as soon as reasonably practicable following receipt of
3490		the Treaty Rebate from the relevant Governmental Authority. Nothing contained in this Section 2.17(j)
3491		shall require any Treaty Lender to make available its Tax returns or any other information relating to its
3492		Taxes which it deems confidential to that Lender or any other person.

3493		(kj) Notwithstanding anything to the contrary in any other provision of this Section
3494		2.17, in the case of any UK Loan, no payment by any Loan Party under any Loan Document to that
3495		Revolving Lender in connection with that UK Loan (an “Applicable UK Payment”) shall be increased
3496		pursuant to Section 2.17(a) by reason of any deduction or withholding on account of Taxes imposed by
3497		the United Kingdom (a “UK Tax Deduction”) and no Loan Party shall be liable to make any payment
3498		under Section 2.17(c) to a Revolving Lender as a result of or in connection with any such UK Tax
3499		Deduction if, on the date on which the Applicable UK Payment falls due:

3500		(i) the payment could have been made to the relevant Lender without a UK Tax
3501		Deduction if the Lender had been a Qualifying Lender but, on that date, that Lender is not or has
3502		ceased to be a Qualifying Lender other than as a result of any change after the date it became a
3503		Lender under this Agreement in (or in the interpretation, administration, or application of) any
3504		law or Treaty or any published practice or published concession of any relevant taxing authority;
3505		or

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3506		(ii) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the
3507		definition of Qualifying Lender, and:

3508		(A) an officer of H.M. Revenue & Customs has given (and not revoked) a
3509		direction (a “Direction”) under section 931 of the ITA which relates to the payment and
3510		that Lender has received from the UK Borrower making the payment a certified copy of
3511		that Direction; and

3512		(B) the payment could have been made to the Lender without any UK Tax
3513		Deduction if that Direction had not been made; or

3514		(iii) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the
3515		definition of Qualifying Lender and:

3516		(A) the relevant Lender has not given a Tax Confirmation to the UK
3517		Borrower; and

3518		(B) the payment could have been made to the Lender without any UK Tax
3519		Deduction if the Lender had given a Tax Confirmation to the UK Borrower, on the basis
3520		that the Tax Confirmation would have enabled the UK Borrower to have formed a
3521		reasonable belief that the payment was an “excepted payment” for the purpose of section
3522		930 of the ITA; or

3523		(iv) the relevant Lender is a Treaty Lender and the Loan Party making the payment is
3524		able to demonstrate that the payment could have been made to the Lender without a UK Tax
3525		Deduction had the Lender complied with its obligations under paragraphs (l)(i) and (l)(iii) below.

3526		(lk) Without limiting the provisions of Section 2.17(f):

3527		(i) a Treaty Lender and each relevant UK Borrower which makes a payment to
3528		which that Treaty Lender is entitled shall co-operate in completing any procedural formalities
3529		necessary for that Loan Party to obtain authorisation to make that payment without a UK Tax
3530		Deduction and, upon satisfying a. or b. below, such Treaty Lender shall be deemed to have
3531		satisfied its obligations under this paragraph:

3532		(A) a Treaty Lender which (a) is a party to this Agreement on the date on
3533		which a UK Borrower becomes a party to this Agreement pursuant to Section 2.20,(b)
3534		wishes to lend to that UK Borrower, and (c) holds a passport under the HMRC DT Treaty
3535		Passport scheme which it wishes to apply to this Agreement, shall confirm its scheme
3536		reference number and its jurisdiction of tax residence in writing to the Parent Borrower
3537		and the Administrative Agent on or before (y) the date on which the UK Borrower
3538		becomes a party to this Agreement or, if later, (z) the date falling 5 Business Days after
3539		the Administrative Agent has notified the Treaty Lender that the UK Borrower has or will
3540		become a party to this Agreement in accordance with Section 2.20;

3541		(B) a Treaty Lender which (a) becomes a party to this Agreement after the
3542		date on which a UK Borrower has become a party to this Agreement pursuant to Section
3543		2.20, (b) wishes to lend to that UK Borrower, and (c) holds a passport under the HMRC
3544		DT Treaty Passport scheme which it wishes to apply to this Agreement, shall confirm its
3545		scheme reference number and its jurisdiction of tax residence in writing to the Parent
3546		Borrower and the Administrative Agent on or before the date on which it becomes a party
3547		to this Agreement;

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3548		(ii) (within 30 days of a Treaty Lender satisfying a. or b. in paragraph (i) above, each
3549		relevant UK Borrower shall duly complete and file an HM Revenue & Customs form DTTP2
3550		which contains the Treaty Lender’s scheme reference number and jurisdiction of tax residence as
3551		notified to the Parent Borrower in accordance with a. or b. in paragraph (i) above (a “UK
3552		Borrower DTTP Filing”);

3553		(iii) if a Treaty Lender has confirmed its scheme reference number and its jurisdiction
3554		of tax residence in accordance with a. or b. of paragraph (i) above and:

3555		(A) a UK Borrower making a payment to that Treaty Lender has not made a
3556		UK Borrower DTTP Filing in respect of that Lender within the period provided for in
3557		paragraph (ii) above; or

3558		(B) a UK Borrower making a payment to that Treaty Lender has made a UK
3559		Borrower DTTP Filing in respect of that Treaty Lender but:

3560		(i) that UK Borrower DTTP Filing has been rejected by HM
3561		Revenue & Customs; or

3562		(ii) HM Revenue & Customs has not given the UK Borrower
3563		authority to make payments to that Treaty Lender without a UK Tax Deduction
3564		within 60 days of the date of the UK Borrower DTTP Filing,

3565		and in each case, the UK Borrower has notified that Treaty Lender in writing, that Treaty
3566		Lender and the UK Borrower shall co-operate in completing any additional procedural
3567		formalities necessary for that UK Borrower to obtain authorisation to make that payment
3568		without a UK Tax Deduction;

3569		(iv) if a Lender has not confirmed its scheme reference number and jurisdiction of tax
3570		residence in accordance with a. or b. in paragraph (i) above, no Loan Party shall make a UK
3571		Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme
3572		in respect of that Lender’s Commitment(s) or its participation in any Loan unless the Lender
3573		otherwise agrees;

3574		(v) a UK Borrower shall, promptly on making a UK Borrower DTTP Filing, deliver
3575		a copy of that UK Borrower DTTP Filing to the Administrative Agent for delivery to the relevant
3576		Lender.

3577		(ml) A Lender which is a Qualifying Lender solely by virtue of clause (a)(ii) of the
3578		definition of Qualifying Lender:

3579		(i) which wishes to lend to a UK Borrower and which is a party to this Agreement
3580		on the date on which that UK Borrower becomes a party to this Agreement pursuant to Section
3581		2.20 shall give a Tax Confirmation to the Parent Borrower on or before the date on which the UK
3582		Borrower becomes a party to this Agreement or, if later, the date falling 5 Business Days after the
3583		Administrative Agent has notified the Lender that the UK Borrower has or will become a party to
3584		this Agreement in accordance with Section 2.20;

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3585		(ii) which wishes to lend to a UK Borrower and which becomes a party to this
3586		Agreement after the date on which that UK Borrower has become a party to this Agreement
3587		pursuant to Section 2.20 shall give a Tax Confirmation to the Parent Borrower on or before the
3588		date on which it becomes a party to this Agreement; and

3589		(iii) shall promptly notify the Parent Borrower if there is any change in the position
3590		from that set out in its Tax Confirmation.

3591		SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

3592		(a) The Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the
3593		Foreign Subsidiary Borrowers) shall make each payment (other than any payment in respect of the
3594		principal or interest on, or the fronting fee with respect to, the Foreign Currency Loans or reimbursement
3595		of LC Disbursements made in LC Foreign Currencies) required to be made by it hereunder or under any
3596		other Loan Document (whether of principal, interest or fees or reimbursement of LC Disbursements, or of
3597		amounts payable under Section 2.15, 2.16 or 2.17, or otherwise), on or before the time expressly required
3598		hereunder or under such other Loan Document for such payment (or, if no such time is expressly
3599		required, prior to 12:00 noon, New York City time), on the date when due, in immediately available
3600		funds, without set-off or counterclaim. The Parent Borrower (on behalf of itself~~, the Subsidiary Term~~
3601		~~Borrowers~~ and the Foreign Subsidiary Borrowers) shall make each payment in respect of the principal or
3602		interest on, or the fronting fee with respect to, the Foreign Currency Loans or reimbursement of LC
3603		Disbursements made in LC Foreign Currencies, in each case, required to be made by it hereunder or
3604		under any other Loan Document, on or before the time expressly required hereunder or under such other
3605		Loan Document for such payment (or, if no such time is expressly required, prior to the time for payment
3606		for the relevant currency set forth on the Administrative Schedule), on the date when due, in immediately
3607		available funds, without set-off or counterclaim. Any amounts received after such time on any date may,
3608		in the discretion of the Administrative Agent or Foreign Currency Agent, as applicable, be deemed to
3609		have been received on the next succeeding Business Day for purposes of calculating interest thereon. All
3610		such payments (other than payments on account of principal or interest on, or the fronting fee with respect
3611		to, Foreign Currency Loans and reimbursements of LC Disbursements made in LC Foreign Currencies)
3612		shall be made to the Administrative Agent at its offices at 383 Madison Avenue, New York, New York
3613		(or such other office as notified by the Administrative Agent to the Parent Borrower in writing), except
3614		that payments to be made directly to the Issuing Bank or Swingline Lenders as expressly provided herein
3615		shall be so made and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made
3616		directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to
3617		the Persons specified therein. All payments on account of principal or interest on, or the fronting fee with
3618		respect to, Foreign Currency Loans and reimbursements of LC Disbursements made in LC Foreign
3619		Currencies shall be made to the Foreign Currency Agent, for the account of the applicable Foreign
3620		Currency Lenders (or, with respect to the fronting fee, the Fronting Lender) at the office set forth on the
3621		Administrative Schedule. The Administrative Agent or the Foreign Currency Agent, as applicable, shall
3622		distribute any such payments received by it for the account of any other Person to the appropriate
3623		recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a
3624		day that is not a Business Day, the date for payment shall be extended to the next succeeding Business
3625		Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of
3626		such extension. Subject to Section 9.01, all payments (including prepayments) to be made by the Parent
3627		Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers)
3628		hereunder and under each other Loan Document, whether on account of principal, interest, fees or
3629		otherwise (other than payments in respect of the principal or interest on, or the fronting fee with respect
3630		to, the Foreign Currency Loans or reimbursement of LC Disbursements made in LC Foreign Currencies)
3631		shall be made in dollars. Subject to Section 9.01 and other than as set forth in Section 2.05 or Section

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3632		2.24(d), all payments (including prepayments) to be made by the Parent Borrower (on behalf of itself~~, the~~
3633		~~Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers) hereunder or under each other Loan
3634		Document on account of principal or interest on, or the fronting fee with respect to, the Foreign Currency
3635		Loans and reimbursements of LC Disbursements made in LC Foreign Currencies shall be made in the
3636		relevant Foreign Currency. To the extent prohibited by applicable law, as described in the definition of
3637		“Excluded Swap Obligation,” no amounts received from, or set off with respect to, any Loan Party shall
3638		be applied to any Excluded Swap Obligations of such Loan Party.

3639		(b) If at any time insufficient funds are received by and available to the
3640		Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and
3641		fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then
3642		due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and
3643		fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC
3644		Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the
3645		amounts of principal and unreimbursed LC Disbursements then due to such parties.

3646		(c) If any Lender shall, by exercising any right of set-off or counterclaim or
3647		otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans,
3648		~~Tranche A Term Loans~~ or participations in LC Disbursements or Swingline Loans resulting in such
3649		Lender receiving payment of a greater proportion of the aggregate amount of its Revolving ~~Loans,~~
3650		~~Tranche A Term~~ Loans and participations in LC Disbursements and Swingline Loans and accrued interest
3651		thereon than the proportion received by any other Lender, then the Lender receiving such greater
3652		proportion shall purchase (for cash at face value) participations in the Revolving Loans~~, Tranche A Term~~
3653		~~Loans~~ and participations in LC Disbursements and Swingline Loans of other Lenders to the extent
3654		necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance
3655		with the aggregate amount of principal of and accrued interest on their respective Revolving Loans,
3656		~~Tranche A Term Loans~~ and participations in LC Disbursements and Swingline Loans; provided that (i) if
3657		any such participations are purchased and all or any portion of the payment giving rise thereto is
3658		recovered, such participations shall be rescinded and the purchase price restored to the extent of such
3659		recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any
3660		payment made by the Parent Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary
3661		Borrower pursuant to and in accordance with the express terms of this Agreement or any payment
3662		obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans
3663		or participations in LC Disbursements to any assignee or participant, other than to the Parent Borrower or
3664		any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Parent
3665		Borrower~~, each Subsidiary Term Borrower~~ and each Foreign Subsidiary Borrower consents to the
3666		foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
3667		acquiring a participation pursuant to the foregoing arrangements may exercise against the Parent
3668		Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower, as the case may be, rights
3669		of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct
3670		creditor of the Parent Borrower~~, such Subsidiary Term Borrower~~ or such Foreign Subsidiary Borrower in
3671		the amount of such participation.

3672		(d) Unless the Administrative Agent or Foreign Currency Agent, as applicable, shall
3673		have received notice from the Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and
3674		the Foreign Subsidiary Borrowers) prior to the date on which any payment hereunder is due to (a) the
3675		Administrative Agent for the account of the Lenders or the Issuing Bank or (b) the Foreign Currency
3676		Agent for the account of the Foreign Currency Lenders, the Fronting Lender or the Issuing Bank that the
3677		Parent Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower, as the case may be,
3678		will not make such payment, the Administrative Agent or Foreign Currency Agent, as applicable, may

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3679		assume that the Parent Borrower~~, such Subsidiary Term Borrower~~ or such Foreign Subsidiary Borrower,
3680		as the case may be, has made such payment on such date in accordance herewith and may, in reliance
3681		upon such assumption, distribute to the Lenders, the Foreign Currency Lenders, the Fronting Lender or
3682		the Issuing Bank, as the case may be, the amount due. In such event, if the Parent Borrower~~, such~~
3683		~~Subsidiary Term Borrower~~ or such Foreign Subsidiary Borrower, as the case may be, has not in fact made
3684		such payment due to (i) the Administrative Agent, then each of the Lenders or the Issuing Bank, as the
3685		case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so
3686		distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date
3687		such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the
3688		greater of the ~~Federal Funds Effective~~NYFRB Rate and a rate determined by the Administrative Agent in
3689		accordance with banking industry rules on interbank compensation or (ii) the Foreign Currency Agent,
3690		then each of the Foreign Currency Lenders, the Fronting Lender or the Issuing Bank, as the case may be,
3691		severally agrees to repay to the Foreign Currency Agent forthwith on demand the amount so distributed to
3692		such Foreign Currency Lenders, Fronting Lender or Issuing Bank with interest thereon, for each day from
3693		and including the date such amount is distributed to it to but excluding the date of payment to the Foreign
3694		Currency Agent, at a rate determined by the Foreign Currency Agent in accordance with banking industry
3695		rules on interbank compensation.

3696		(e) If any Lender shall fail to make any payment required to be made by it pursuant
3697		to Section 2.04(d), 2.05(d) or (e), 2.06(b), 2.18(d) or 10.03(c), then the Administrative Agent or Foreign
3698		Currency Agent, as applicable, may, in its discretion (notwithstanding any contrary provision hereof),
3699		apply any amounts thereafter received by the Administrative Agent or Foreign Currency Agent, as
3700		applicable, for the account of such Lender to satisfy such Lender’s obligations under such Sections until
3701		all such unsatisfied obligations are fully paid.

3702		SECTION 2.19 Mitigation Obligations; Replacement of Lenders.

3703		(a) If any Lender requests compensation under Section 2.15, or if the Parent
3704		Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower is required to pay any
3705		additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant
3706		to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for
3707		funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its
3708		offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i)
3709		would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the
3710		future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
3711		otherwise be disadvantageous to such Lender. The Parent Borrower (on behalf of itself~~, the Subsidiary~~
3712		~~Term Borrowers~~ and the Foreign Subsidiary Borrowers) hereby agrees to pay all reasonable costs and
3713		expenses incurred by any Lender in connection with any such designation or assignment.

3714		(b) If any Lender requests compensation under Section 2.15, or if the Parent
3715		Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower is required to pay any
3716		additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant
3717		to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder (or, in the case of a
3718		Revolving Lender, becomes a Defaulting Lender), then the Parent Borrower (on behalf of itself~~, the~~
3719		~~Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers) may, at its sole expense and effort,
3720		upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
3721		without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its
3722		interests, rights and obligations under this Agreement to an assignee selected by the Parent Borrower that
3723		shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
3724		assignment); provided that (i) the Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~

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3725		and the Foreign Subsidiary Borrowers) shall have received the prior written consent of the Administrative
3726		Agent ~~(and, if a Revolving Commitment is being assigned~~, the Issuing Bank and Swingline Lenders),
3727		which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an
3728		amount equal to the outstanding principal of its Loans and participations in LC Disbursements and
3729		Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder,
3730		from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Parent
3731		Borrower~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers (in the case of all other
3732		amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under
3733		Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a
3734		material reduction in such compensation or payments. A Lender shall not be required to make any such
3735		assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
3736		circumstances entitling the Parent Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary
3737		Borrower to require such assignment and delegation cease to apply.

3738		SECTION 2.20 Designation of Foreign Subsidiary Borrowers. (a) The Parent
3739		Borrower may at any time and from time to time, with the prior consent of the Administrative Agent
3740		(such consent not to be unreasonably withheld or delayed), designate any Foreign Subsidiary as a Foreign
3741		Subsidiary Borrower, by delivery to the Administrative Agent of a Foreign Subsidiary Borrowing
3742		Agreement executed by such Foreign Subsidiary and the Parent Borrower, and upon such consent and
3743		such delivery (together with the delivery of the applicable Foreign Security Documents and the
3744		satisfaction of the Foreign Security Collateral and Guarantee Requirement), such Foreign Subsidiary shall
3745		for all purposes of this Agreement and the other Loan Documents be a Foreign Subsidiary Borrower until
3746		the Parent Borrower shall terminate such designation pursuant to a termination agreement satisfactory to
3747		the Administrative Agent, whereupon such Foreign Subsidiary shall cease to be a Foreign Subsidiary
3748		Borrower and a party to this Agreement and any other applicable Loan Documents. Notwithstanding the
3749		preceding sentence, but subject to Section 10.04(a), no such termination will become effective as to any
3750		Foreign Subsidiary Borrower at a time when any principal of or interest on any Loan to such Foreign
3751		Subsidiary Borrower is outstanding. The Administrative Agent shall notify the Revolving Lenders at
3752		least five Business Days prior to granting such consent and, if any Revolving Lender notifies the
3753		Administrative Agent within five Business Days that it is not permitted by applicable requirements of law
3754		or any of its organizational policies to make Revolving Loans to, or participate in Letters of Credit for the
3755		account of, the relevant Foreign Subsidiary, shall withhold such consent or shall give such consent only
3756		upon effecting changes to the provisions of this Article II as are contemplated by paragraph (b) of this
3757		Section 2.20 that will ensure that such Revolving Lender is not required to make Revolving Loans to, or
3758		participate in Letters of Credit for the account of, such Foreign Subsidiary. As soon as practicable upon
3759		receipt of a Foreign Subsidiary Borrowing Agreement, the Administrative Agent shall send a copy thereof
3760		to each Lender.

3761		(b) In order to accommodate (i) the designation of a Foreign Subsidiary as a Foreign
3762		Subsidiary Borrower or (ii) extensions of credit to a Foreign Subsidiary Borrower, in each case, where
3763		one or more Revolving Lenders are able and willing to lend Revolving Loans to, and participate in Letters
3764		of Credit issued for the account of, such Foreign Subsidiary, but other Revolving Lenders are not so able
3765		and willing, the Administrative Agent shall be permitted, with the consent of the Parent Borrower, to
3766		effect such changes to the provisions of this Article II as it reasonably believes are appropriate in order for
3767		such provisions to operate in a customary and usual manner for “multiple-currency” syndicated lending
3768		agreements to a limited liability company and certain of its foreign subsidiaries, all with the intention of
3769		providing procedures for the Revolving Lenders who are so able and willing to extend credit to such
3770		Foreign Subsidiaries and for the other Revolving Lenders not to be required to do so. Prior to effecting
3771		any such changes, the Administrative Agent shall give all Revolving Lenders at least three Business
3772		Days’ notice thereof and an opportunity to comment thereon.

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3773		SECTION 2.21 Incremental Facilities.

3774		(a) The Parent Borrower may on one or more occasions, by written notice to the
3775		Administrative Agent, request ~~(i)~~, during the Revolving Availability Period, the establishment of
3776		Incremental Revolving Commitments ~~and/or (ii)~~ ~~the establishment of Incremental Term Commitments~~;
3777		provided that, at the time of (and after giving effect to) the establishment of any Incremental Revolving
3778		Commitments ~~or Incremental Term Commitments~~, the aggregate amount of all Incremental Revolving
3779		~~Commitments and Incremental Term~~ Commitments established pursuant to this Section 2.21, together
3780		with the aggregate amount of all Incremental Equivalent Debt previously (or substantially
3781		simultaneously) incurred pursuant to Section 6.01(a)(xx), shall not exceed the ~~greater~~sum of (A)
3782		$~~300,000,000~~200,000,000 and (B) an amount such that, after giving effect to the making of such
3783		Incremental Revolving Commitments (and assuming any such Incremental Revolving Commitments are
3784		fully drawn) and ~~Incremental Term Loans and~~ the making of any other Indebtedness incurred
3785		substantially simultaneously therewith, the Senior Secured Net Leverage Ratio, calculated on a pro forma
3786		basis, is no greater than ~~2.50~~3.00 to 1.00 (it being understood that (i) the Parent Borrower may incur
3787		Incremental Revolving Commitments under clause (B) prior to incurring Incremental Revolving
3788		Commitments under clause (A) and (ii) if the Parent Borrower incurs Incremental Revolving
3789		Commitments under clause (A) and/or Incremental Equivalent Debt under clause (A)(1) of Section
3790		6.01(a)(xx) on the same date that it incurs Incremental Revolving Commitments under clause (B), then
3791		the Senior Secured Net Leverage Ratio for purposes of clause (B) will be calculated without giving regard
3792		to any incurrence on such date of Incremental Revolving Commitments under clause (A) or Incremental
3793		Equivalent Debt under clause (A)(1) of Section 6.01(a)(xx)). Each such notice shall specify (A1) the date
3794		on which the Parent Borrower proposes that the Incremental Revolving Commitments ~~or the Incremental~~
3795		~~Term Commitments, as applicable,~~ shall be effective, which shall be a date not less than 10 Business
3796		Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which
3797		such notice is delivered to the Administrative Agent, and (B2) the amount of the Incremental Revolving
3798		Commitments ~~or Incremental Term Commitments, as applicable,~~ being requested (it being agreed that (x)
3799		any Lender approached to provide any Incremental Revolving Commitment ~~or Incremental Term~~
3800		~~Commitment~~ may elect or decline, in its sole discretion, to provide such Incremental Revolving
3801		~~Commitment or Incremental Term~~ Commitment and (y) any Person that the Parent Borrower proposes to
3802		become an Incremental Lender, if such Person is not then a Lender, must be reasonably acceptable to the
3803		Administrative Agent ~~and, in the case of any proposed Incremental Revolving Lender~~, the Issuing Bank
3804		and the Swingline Lenders).

3805		(b) The terms and conditions of any Incremental Revolving Commitment and Loans
3806		and other extensions of credit to be made thereunder shall be identical to those of ~~the~~any then existing
3807		Class of Revolving Commitments and Loans and other extensions of credit made thereunder, and shall be
3808		treated as a single Class with such Revolving Commitments and Loans. ~~The terms and conditions of any~~
3809		~~Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be, except~~
3810		~~as otherwise set forth herein or in the applicable Incremental Facility Agreement, identical to those of the~~
3811		~~Tranche A Term Commitments and the Tranche A Term Loans; provided that (i) the interest rate margins~~
3812		~~with respect to any Incremental Term Loans shall be as agreed by the Borrower and the lenders in respect~~
3813		~~thereof, (ii) any Incremental Term Loan shall have terms, in Parent Borrower’s reasonable judgment,~~
3814		~~customary for a term loan under then-existing market convention, (iii) subject to clause (ii) above, the~~
3815		~~amortization schedule with respect to any Incremental Term Loans shall be as agreed by the Borrower~~
3816		~~and the lenders in respect thereof, ~~provided~~ that the weighted average life to maturity of any Incremental~~
3817		~~Term Loans shall be no shorter than the remaining weighted average life to maturity of the Tranche A~~
3818		~~Terms Loans, (iv) no Incremental Term Maturity Date with respect to Incremental Term Loans shall be~~
3819		~~earlier than the later of (1) the Tranche A Maturity Date and (2) the Latest Maturity Date then in effect~~
3820		~~with respect to Extended Term Loans, (v) except as set forth above, the Incremental Term Loans shall be~~

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3821		~~treated no more favorably than the Tranche A Term Loans (in each case, including with respect to~~
3822		~~mandatory and voluntary prepayments); ~~provided~~ that the foregoing shall not apply to covenants or other~~
3823		~~provisions applicable only to periods after the Latest Maturity Date in effect immediately prior to the~~
3824		~~establishment of such Incremental Term Loans; ~~provided~~ ~~further~~ that any Incremental Term Loans may~~
3825		~~add additional covenants or events of default not otherwise applicable to the Tranche A Term Loans or~~
3826		~~covenants more restrictive than the covenants applicable to the Tranche A Term Loans in each case prior~~
3827		~~to the Latest Maturity Date in effect immediately prior to the establishment of such Incremental Facility~~
3828		~~so long as all Lenders receive the benefits of such additional covenants, events of default or more~~
3829		~~restrictive covenants, (vi) to the extent the terms applicable to any Incremental Term Loans are~~
3830		~~inconsistent with the terms applicable to the Tranche A Term Loans (except, in each case, as otherwise~~
3831		~~permitted pursuant to this paragraph (b)), such terms shall be reasonably satisfactory to the~~
3832		~~Administrative Agent, and (vii) any Incremental Facility shall have the same Guarantees as, shall rank~~
3833		~~pari passu with respect to the Liens on the Collateral and in right of payment with the Loans (except to the~~
3834		~~extent that the related Incremental Facility Agreement provides for such Incremental Term Loans to be~~
3835		~~treated less favorably, in which case such Incremental Term Loans shall be subject to a customary~~
3836		~~intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent). Any~~
3837		~~Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have~~
3838		~~identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as~~
3839		~~a separate series (each a “~~Series~~”) of Incremental Term Commitments and Incremental Term Loans for all~~
3840		~~purposes of this Agreement. Notwithstanding the foregoing, in no event shall there be more than seven~~
3841		~~maturity dates in respect of the Credit Facilities (including any Extended Term Loans, Extended~~
3842		~~Revolving Commitments, Replacement Term Loans or Replacement Revolving Facilities).~~

3843		(c) The Incremental Commitments shall be effected pursuant to one or more
3844		Incremental Facility Agreements executed and delivered by Holdings, the Parent Borrower, each
3845		Incremental Lender providing such Incremental Commitments and the Administrative Agent; provided
3846		that ~~(other than with respect to~~ ~~the incurrence of Incremental Term Loans the proceeds of which shall be~~
3847		~~used to consummate an acquisition permitted by this Agreement for which the Parent Borrower has~~
3848		determined, in good faith, that limited conditionality is reasonably necessary ~~(any such acquisition, a~~
3849		~~“~~Limited Conditionality Acquisition~~”) as to which conditions (i) through (iii) below shall not apply) no~~
3850		Incremental Commitments shall become effective unless (i) no Default or Event of Default shall have
3851		occurred and be continuing on the date of effectiveness thereof, both immediately prior to and
3852		immediately after giving effect to such Incremental Commitments and the making of Loans and issuance
3853		of Letters of Credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the
3854		representations and warranties of each Loan Party set forth in the Loan Documents shall be true and
3855		correct on and as of such date, (iii) after giving effect to such Incremental Commitments and the making
3856		of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof (and
3857		assuming in the case of any Incremental Revolving Commitments to be made on the date of effectiveness
3858		thereof that such Incremental Revolving Commitments are fully drawn), Holdings and the Parent
3859		Borrower shall be in pro forma compliance with the financial covenants set forth in Sections 6.12 and
3860		6.13, (iv) the Parent Borrower shall make any payments required to be made pursuant to Section 2.16 in
3861		connection with such Incremental Commitments and the related transactions under this Section, and (v)
3862		the other conditions, if any, set forth in the applicable Incremental Facility Agreement are satisfied;
3863		~~~~provided~~ ~~further~~ that no Incremental Term Loans in respect of a Limited Conditionality Acquisition shall~~
3864		~~become effective unless (i) no Default or Event of Default shall have occurred and be continuing as of the~~
3865		~~date of entry into the definitive acquisition documentation in respect of such Limited Conditionality~~
3866		~~Acquisition (the “~~Limited Conditionality Acquisition Agreement~~”), (ii) on the date of effectiveness of the~~
3867		~~Limited Conditionality Acquisition Agreement, the representations and warranties of each Loan Party set~~
3868		~~forth in the Loan Documents shall be true and correct on and as of such date and (iii) on the date of~~
3869		~~effectiveness of the Limited Conditionality Acquisition Agreement and assuming such Incremental Term~~

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3870		~~Loans were made on such date, Holdings and the Parent Borrower shall be in pro forma compliance with~~
3871		~~the financial covenants set forth in Sections 6.12 and 6.13~~. Each Incremental Facility Agreement may,
3872		without the consent of any Lender, effect such amendments to this Agreement and the other Loan
3873		Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect
3874		to the provisions of this Section.

3875		(d) Upon the effectiveness of an Incremental Commitment of any Incremental
3876		Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of the
3877		Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the
3878		rights of, and benefits accruing to, Lenders (or Lenders in respect of Commitments and Loans of the
3879		applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other
3880		obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class)
3881		hereunder and under the other Loan Documents, and (ii) ~~in the case of any Incremental Revolving~~
3882		~~Commitment,~~ (A) such Incremental Revolving Commitment shall constitute (or, in the event such
3883		Incremental Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of
3884		such Incremental Lender and (B) the total Revolving Commitments shall be increased by the amount of
3885		such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time
3886		to time as set forth in the definition of the term “Revolving Commitment.” For the avoidance of doubt,
3887		upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the
3888		Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the
3889		Revolving Lenders, shall automatically be adjusted to give effect thereto.

3890		(e) On the date of effectiveness of any Incremental Revolving Commitments, each
3891		Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental
3892		Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each
3893		Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the
3894		Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary in
3895		order that, after giving effect to all such assignments and purchases, such Revolving Loans and
3896		participations in Letters of Credit will be held by all the Revolving Lenders ratably in accordance with
3897		their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving
3898		Commitment.

3899		(f) ~~Subject to the terms and conditions set forth herein and in the applicable~~
3900		~~Incremental Facility Agreement, each Lender holding an Incremental Term Commitment of any Series~~
3901		~~shall make a loan to the Parent Borrower in an amount equal to such Incremental Term Commitment on~~
3902		~~the date specified in such Incremental Facility Agreement.~~[Reserved].

3903		(g) The Administrative Agent shall notify the Lenders promptly upon receipt by the
3904		Administrative Agent of any notice from the Parent Borrower referred to in paragraph (a) above and of
3905		the effectiveness of any Incremental Commitments, in each case advising the Lenders of the details
3906		thereof and, in the case of effectiveness of any Incremental Revolving Commitments, of the Applicable
3907		Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be
3908		made pursuant to paragraph (e) above.

3909		SECTION 2.22 Defaulting Lenders. Notwithstanding any provision of this
3910		Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following
3911		provisions shall apply for so long as such Lender is a Defaulting Lender:

3912		(a) Fees shall cease to accrue on the unfunded portion of the Revolving Commitment
3913		of such Defaulting Lender pursuant to Section 2.12(a).

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3914		(b) The Revolving Commitment and Revolving Credit Exposure of such Defaulting
3915		Lender shall not be included in determining whether the requisite Lenders have taken or may take
3916		any action hereunder or under any other Loan Document (including any consent to any
3917		amendment or waiver pursuant to Section 10.02); provided that (i) no Commitment of a
3918		Defaulting Lender may be increased or extended without such Defaulting Lender’s consent, (ii)
3919		no waiver, amendment or other modification may reduce the amount of principal owing to a
3920		Defaulting Lender without such Defaulting Lender’s consent and (iii) any waiver, amendment or
3921		other modification requiring the consent of all Lenders or each affected Lender which affects
3922		such Defaulting Lender differently than other affected Lenders shall require the consent of such
3923		Defaulting Lender.

3924		(c) If any Swingline Exposure or LC Exposure exists or any Foreign Currency Loans
3925		are outstanding at the time a Revolving Lender becomes a Defaulting Lender then (i) all or any
3926		part of such Swingline Exposure, LC Exposure and Foreign Currency Participating Interest of
3927		such Defaulting Lender (other than the portion of such Swingline Exposure referred to in clause
3928		(b) of the definition of such term) shall be reallocated among the Revolving Lenders that are Non-
3929		Defaulting Lenders in accordance with their respective Applicable Percentages but only to the
3930		extent (x) the sum of a Non-Defaulting Lenders’ Revolving Exposures plus such Defaulting
3931		Lender’s Swingline Exposure, LC Exposure and Foreign Currency Participating Interest does not
3932		exceed such Non-Defaulting Lenders’ Revolving Commitments and (y) the conditions set forth in
3933		Section 4.02 are satisfied at such time. In the case of any such reallocation, the fees payable to
3934		the Revolving Lenders pursuant to Section 2.12(a) and Section 2.12(b)(i) and the Foreign
3935		Currency Loan Participants pursuant to Section 2.12(e) shall be adjusted in accordance with such
3936		Non-Defaulting Lenders’ Applicable Percentages.

3937		(d) If the reallocation described in clause (c) above cannot, or can only partially, be
3938		effected, the Parent Borrower shall, within one Business Day following notice by the
3939		Administrative Agent (x) first, prepay such Swingline Exposure, (y) second, cash collateralize
3940		such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to
3941		clause (c) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such
3942		LC Exposure is outstanding and (z) third, cash collateralize for the benefit of the Fronting Lender,
3943		the obligations of the Parent Borrower and any Foreign Subsidiary Borrower corresponding to
3944		such Defaulting Lender’s Foreign Currency Participating Interest (after giving effect to any
3945		partial reallocation pursuant to clause (c) above) for so long as the circumstances giving rise to
3946		such obligation to provide such cash collateral remain relevant (which cash collateralization
3947		requirement shall be satisfied by the Parent Borrower depositing such cash collateral into an
3948		account opened by the Administrative Agent). In the case of any such cash collateralization, the
3949		Parent Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to
3950		Section 2.12(b)(i) (with respect to such Defaulting Lender’s LC Exposure) or Section 2.12(e)
3951		(with respect to such Defaulting Lender’s Foreign Currency Participating Interest) for so long as
3952		such Defaulting Lender’s LC Exposure is cash collateralized.

3953		(e) If any Defaulting Lender’s LC Exposure is neither cash collateralized nor
3954		reallocated pursuant to paragraph (c) or (d) above, then, without prejudice to any rights or
3955		remedies of the Issuing Bank or any Revolving Lender that is not a Defaulting Lender hereunder,
3956		all participation fees payable under Section 2.12(b)(i) with respect to such Defaulting Lender’s
3957		LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized
3958		and/or reallocated pursuant to paragraph (c) and (d) above.

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3959		(f) If all or any portion of such Defaulting Lender’s Foreign Currency Participating
3960		Interest is neither cash collateralized nor reallocated pursuant to paragraph (c) or (d) above, then,
3961		without prejudice to any rights or remedies of the Fronting Lender or any Revolving Lender that
3962		is not a Defaulting Lender hereunder, all participation fees payable under Section 2.12(e) with
3963		respect to such Defaulting Lender’s Foreign Currency Participating Interest that has not been
3964		reallocated or cash collateralized shall be payable to the Fronting Lender until and to the extent
3965		such Foreign Currency Participating Interest is cash collateralized and/or reallocated pursuant to
3966		paragraph (c) and (d) above.

3967		(g) So long as any Lender is a Defaulting Lender, the Swingline Lenders shall not be
3968		required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend
3969		or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100%
3970		covered by the Revolving Commitments of the Revolving Lenders that are not Defaulting
3971		Lenders and/or cash collateral will be provided by the Parent Borrower in accordance with
3972		paragraph (c) above, and participating interests in any such newly issued or increased Letter of
3973		Credit or newly made Swingline Loan shall be allocated among Revolving Lenders that are not
3974		Defaulting Lenders in a manner consistent with paragraph (c) above (and Defaulting Lenders
3975		shall not participate therein).

3976		(h) So long as any Lender is a defaulting Lender, the Fronting Lender shall not be
3977		required to fund any Fronted Foreign Currency Loan unless it is satisfied that the related exposure
3978		and the Defaulting Lender’s Foreign Currency Participating Interest will be 100% covered by the
3979		Revolving Commitments of the Revolving Lenders that are not Defaulting Lenders and/or cash
3980		collateral will be provided by the Parent Borrower in accordance with paragraph (c) above.

3981		(i) In the event that (i) a Lender becomes a Defaulting Lender as a result of the
3982		occurrence of any event described in clause (d) of the definition of the term “Defaulting Lender”
3983		with respect to such Lender’s parent company and for so long as such event shall continue or (ii)
3984		the Swingline Lenders, the Issuing Bank or the Fronting Lender has a good faith belief that any
3985		Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in
3986		which such Lender commits to extend credit, the Swingline Lenders shall not be required to fund
3987		any Swingline Loan, the Issuing Bank shall not be required to issue, amend, renew or extend any
3988		Letter of Credit, and the Fronting Lender shall not be required to fund any Fronted Foreign
3989		Currency Loan, unless the Swingline Lenders, the Issuing Bank or the Fronting Lender, as the
3990		case may be, shall have entered into arrangements with Holdings and the Parent Borrower or such
3991		Revolving Lender satisfactory to the Swingline Lenders, the Issuing Bank or the Fronting Lender,
3992		as the case may be, to defease any risk to it in respect of such Lender hereunder.

3993		(j) In the event that (x) a Bankruptcy Event or a Bail-In Action with respect to a
3994		Revolving Lender Parent shall have occurred following the Restatement Date and for so long as
3995		such Bankruptcy Event or Bail-In Action shall continue or (y) the Swingline Lenders, the Issuing
3996		Bank or the Fronting Lender has a good faith belief that any Revolving Lender has defaulted in
3997		fulfilling its obligations under one or more other agreements in which such Lender commits to
3998		extend credit, the Swingline Lenders shall not be required to fund any Swingline Loan, the
3999		Issuing Bank shall not be required to issue, amend, renew or extend any Letter of Credit, and the
4000		Fronting Lender shall not be required to fund any Fronted Foreign Currency Loan, unless the
4001		Swingline Lenders, the Issuing Bank or the Fronting Lender, as the case may be, shall have
4002		entered into arrangements with Holdings and the Parent Borrower or such Revolving Lender
4003		satisfactory to the Swingline Lenders or the Issuing Bank, as the case may be, to defease any risk
4004		to it in respect of such Lender hereunder.

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4005		(k) In the event that the Administrative Agent, the Parent Borrower, the Issuing
4006		Bank, the Fronting Lender and the Swingline Lenders each agree that a Defaulting Lender has
4007		adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the
4008		Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the
4009		inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such
4010		of (i) the Revolving Loans of the other Revolving Lenders (other than Swingline Loans and
4011		(other than in the case of any Defaulting Lender that is a Foreign Currency Lender) Foreign
4012		Currency Loans) as the Administrative shall determine may be necessary in order for such Lender
4013		to hold such Revolving Loans in accordance with its Applicable Percentage and (ii) the Foreign
4014		Currency Participating Interests of the other Revolving Lenders as the Administrative shall
4015		determine may be necessary in order for such Lender to hold such in Foreign Currency
4016		Participating Interests accordance with its ratable share thereof.

4017		(l) If all or any portion of a Defaulting Lender’s Swingline Exposure, LC Exposure
4018		or Foreign Currency Participating Interest is reallocated to non-Defaulting Lenders pursuant to
4019		this Section 2.22, then the defined terms hereunder (including “Applicable Percentage”) shall, as
4020		necessary or advisable (in the reasonable determination of the Administrative Agent) be read as
4021		used in this Agreement to give effect to such reallocation.

4022		SECTION 2.23 Extensions.

4023		(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or
4024		more offers (each, an “Extension Offer”) made from time to time by the Parent Borrower to all Lenders of
4025		~~Tranche A Term Loans with a like maturity date or~~with Revolving Commitments with a like maturity
4026		date, in each case on a pro rata basis (based on the aggregate outstanding ~~principal~~ amount of ~~the~~
4027		~~respective Tranche A Term Loans or~~ Revolving Commitments with a like maturity date, as the case may
4028		be) and on the same terms to each such Lender, the Parent Borrower is hereby permitted to consummate
4029		from time to time transactions with individual Lenders that accept the terms contained in such Extension
4030		Offers to extend the maturity date of each such Lender’s ~~Tranche A Term Loans and/or~~ Revolving
4031		Commitments and otherwise modify the terms of such ~~Tranche A Term Loans and/or~~ Revolving
4032		Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by
4033		increasing the interest rate or fees payable in respect of such ~~Tranche A Term Loans and/or~~ Revolving
4034		Commitments (and related outstandings) ~~and/or modifying the amortization schedule in respect of such~~
4035		~~Lender’s Tranche A Term Loans~~) (each, an “Extension,” and each group of ~~Tranche A Term Loans or~~
4036		Revolving Commitments~~, as applicable, in each case~~ as so extended, as well as the original ~~Tranche A~~
4037		~~Term Loans and the original~~ Revolving Commitments (~~in each case~~ not so extended), being a “tranche”;
4038		any ~~Extended Term Loans shall constitute a separate tranche of Term Loans from the tranche of Term~~
4039		~~Loans from which they were converted, and any~~ Extended Revolving Commitments shall constitute a
4040		separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which
4041		they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall
4042		have occurred and be continuing at the time the offering document in respect of an Extension Offer is
4043		delivered to the Lenders, (ii) except as to interest rates, fees and final maturity (which shall be determined
4044		by the Parent Borrower and set forth in the relevant Extension Offer), the Revolving Commitment of any
4045		Revolving Lender that agrees to an extension with respect to such Revolving Commitment extended
4046		pursuant to an Extension (an “Extended Revolving Commitment”), and the related outstandings, shall be
4047		a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original
4048		Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of
4049		Sections 2.04(e) and 2.05(k) to the extent dealing with Swingline Loans and Letters of Credit which
4050		mature or expire after a maturity date when there exist Extended Revolving Commitments with a longer
4051		maturity date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all

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4052		Lenders with Revolving Commitments in accordance with their Applicable Percentage of the Revolving
4053		Commitments (and except as provided in Sections 2.04(e) and 2.05(k), without giving effect to changes
4054		thereto on an earlier maturity date with respect to Swingline Loans and Letters of Credit theretofore
4055		incurred or issued) and all borrowings under Revolving Commitments and repayments thereunder shall be
4056		made on a pro rata basis (except for (A) payments of interest and fees at different rates on Extended
4057		Revolving Commitments (and related outstandings) and (B) repayments required upon the scheduled
4058		maturity date of the non-Extended Revolving Commitments) and (y) at no time shall there be Revolving
4059		Commitments hereunder (including Extended Revolving Commitments and any original Revolving
4060		Commitments) which have more than three different maturity dates, (iii) ~~except as to interest rates, fees,~~
4061		~~amortization, final maturity date, premium, required prepayment dates and participation in prepayments~~
4062		~~(which shall, subject to immediately succeeding clauses (iv), (v), and (vi), be determined between the~~
4063		~~Parent Borrower and set forth in the relevant Extension Offer), the Tranche A Term Loans of any Tranche~~
4064		~~A Term Lender that agrees to an extension with respect to such Tranche A Term Loans extended pursuant~~
4065		~~to any Extension (the “~~~~Extended Term Loans”) shall have the same terms as the tranche of Tranche A~~
4066		~~Term Loans subject to such Extension Offer, (iv) the final maturity date of any Extended Term Loans~~
4067		~~shall be no earlier than the maturity date of the Tranche A Term Loans from which they were converted~~
4068		~~and the amortization schedule applicable to Tranche A Term Loans pursuant to Section 2.10(a) for~~
4069		~~periods prior to the Tranche A Maturity Date may not be increased, (v) the weighted average life of any~~
4070		~~Extended Term Loans shall be no shorter than the remaining weighted average life of the Tranche A~~
4071		~~Term Loans extended thereby, (vi) any Extended Term Loans may participate on a pro rata basis or a less~~
4072		~~than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or~~
4073		~~prepayments of Tranche A Term Loans hereunder (except for repayments required upon the scheduled~~
4074		~~maturity date of the non-Extended Term Loans), in each case as specified in the respective Extension~~
4075		~~Offer, (vii) if the aggregate principal amount of Tranche A Term Loans (calculated on the face amount~~
4076		~~thereof) in respect of which Tranche A Term Lenders shall have accepted the relevant Extension Offer~~
4077		~~shall exceed the maximum aggregate principal amount of Tranche A Term Loans offered to be extended~~
4078		~~by the Parent Borrower pursuant to such Extension Offer, then the Tranche A Term Loans of such~~
4079		~~Tranche A Term Lenders shall be extended ratably up to such maximum amount based on the respective~~
4080		~~principal amounts (but not to exceed actual holdings of record) with respect to which such Tranche A~~
4081		~~Term Lenders have accepted such Extension Offer, (viii)~~ if the aggregate amount of Revolving
4082		Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer
4083		shall exceed the maximum aggregate principal amount of Revolving Commitments offered to be extended
4084		by the Parent Borrower pursuant to such Extension Offer, then the Revolving Loans of such Revolving
4085		Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts
4086		(but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted
4087		such Extension Offer, (ixiv) all documentation in respect of such Extension shall be consistent with the
4088		foregoing, and (xv) any applicable Minimum Extension Condition shall be satisfied unless waived by the
4089		Parent Borrower ~~and (xi)~~ ~~the Minimum Tranche Amount shall be satisfied unless waived by the~~
4090		~~Administrative Agent. Notwithstanding the foregoing, in no event shall there be more than seven maturity~~
4091		~~dates in respect of the Credit Facilities (including any Extended Term Loans, Extended Revolving~~
4092		~~Commitments, Replacement Term Loans or Replacement Revolving Facilities).~~.

4093		(b) With respect to all Extensions consummated by the Parent Borrower pursuant to
4094		this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for
4095		purposes of Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any
4096		minimum increment, provided that ~~(x)~~ the Parent Borrower may at its election specify as a condition (a
4097		“Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be
4098		determined and specified in the relevant Extension Offer in the Parent Borrower’s sole discretion and may
4099		be waived by the Parent Borrower) of ~~Tranche A Term Loans or~~ Revolving Commitments ~~(as applicable)~~
4100		of any or all applicable tranches be tendered ~~and (y)~~ ~~no tranche of Extended Term Loans~~ ~~shall be in an~~

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4101		~~amount of less than $50,000,000 (the~~ “~~Minimum Tranche Amount~~”~~), unless such Minimum Tranche~~
4102		~~Amount is waived by the Administrative Agent~~. The Administrative Agent and the Lenders hereby
4103		consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment
4104		of any interest, fees or premium in respect of any ~~Extended Term Loans and/or~~ Extended Revolving
4105		Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the
4106		requirements of any provision of this Agreement (including, without limitation, Sections 2.11 and 2.18)
4107		or any other Loan Document that may otherwise prohibit any such Extension or any other transaction
4108		contemplated by this Section.

4109		(c) No consent of any Lender or the Administrative Agent shall be required to
4110		effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with
4111		respect to one or more of its ~~Term Loans and/or~~ Revolving Commitments (or a portion thereof) and (B)
4112		~~with respect to any Extension of the Revolving Commitments,~~ the consent of the Issuing Bank and
4113		Swingline Lenders, which consent shall, in each case, not be unreasonably withheld or delayed. All
4114		~~Extended Term Loans,~~ Extended Revolving Commitments and all obligations in respect thereof shall be
4115		Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a
4116		pari passu basis with all other applicable Obligations under this Agreement and the other Loan
4117		Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into
4118		amendments to this Agreement and the other Loan Documents with the Parent Borrower as may be
4119		necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments or
4120		~~Term Loans~~ so extended and such technical amendments as may be necessary or appropriate in the
4121		reasonable opinion of the Administrative Agent and the Parent Borrower in connection with the
4122		establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section.
4123		Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at
4124		their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a
4125		maturity date prior to the then latest maturity date so that such maturity date is extended to the then latest
4126		maturity date (or such later date as may be advised by local counsel to the Administrative Agent).

4127		(d) In connection with any Extension, the Parent Borrower shall provide the
4128		Administrative Agent at least five Business Days’ (or such shorter period as may be agreed by the
4129		Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without
4130		limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative
4131		management of the credit facilities hereunder after such Extension), if any, as may be established by, or
4132		acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this
4133		Section.

4134		SECTION 2.24 Foreign Currency Participations; Conversion of Foreign Currency
4135		Loans.

4136		(a) With respect to each Foreign Currency Loan in any Foreign Currency, the
4137		Fronting Lender irrevocably agrees to grant and hereby grants to each Lender that is a Foreign Currency
4138		Loan Participant with respect to Foreign Currency Loans made in such Foreign Currency, and, to induce
4139		the Fronting Lender to make Foreign Currency Loans in any applicable Foreign Currency hereunder, each
4140		Lender that is a Foreign Currency Loan Participant with respect to Foreign Currency Loans made in such
4141		Foreign Currency irrevocably agrees to accept and purchase and hereby accepts and purchases from the
4142		Fronting Lender, on the terms and conditions hereinafter stated, for such Foreign Currency Loan
4143		Participant’s own account and risk, with respect to any Fronted Foreign Currency Loan in any Foreign
4144		Currency in which such Lender is a Foreign Currency Loan Participant, an undivided interest (a “Foreign
4145		Currency Participating Interest”), in an amount equal to such Foreign Currency Loan Participant’s
4146		Applicable Percentage of the outstanding principal amount of such Foreign Currency Loan (it being

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4147		understood that such calculation shall be made in respect of the outstanding principal amount of such
4148		Foreign Currency Loan, and not the portion thereof constituting a Fronted Foreign Currency Loan), in the
4149		Fronting Lender’s obligations and rights under such Fronted Foreign Currency Loan made hereunder.
4150		Each Revolving Lender that is a Foreign Currency Loan Participant with respect to any Foreign Currency
4151		unconditionally and irrevocably agrees with the Fronting Lender that, solely upon the occurrence of an
4152		event set forth in Section 2.24(d)(i) or (ii), such Revolving Lender shall pay to the Fronting Lender upon
4153		demand an amount equal to (i) in the case of an event set forth in Section 2.24(d)(i) with respect to a
4154		Foreign Currency Loan for which such Revolving Lender is a Foreign Currency Loan Participant, the
4155		Dollar Equivalent of such Foreign Currency Loan Participant’s Applicable Percentage of the amount of
4156		such payment which is not so paid as required under this Agreement and (ii) in the case of an event set
4157		forth in Section 2.24(d)(ii), the Dollar Equivalent of such Revolving Lender’s Applicable Percentage of
4158		the Foreign Currency Loans then outstanding in any Foreign Currency in which such Revolving Lender is
4159		a Foreign Currency Loan Participant.

4160		(b) If any amount required to be paid by any Foreign Currency Loan Participant to
4161		the Fronting Lender pursuant to Section 2.24(a) or Section 2.24(d) is not made available to the Fronting
4162		Lender when due, such Foreign Currency Loan Participant shall pay to the Fronting Lender, on demand,
4163		such amount with interest thereon at a rate equal to the greater of the daily average Overnight LIBO Rate
4164		and a rate determined by the Administrative Agent in accordance with banking industry rules on
4165		interbank compensation for the period until such Foreign Currency Loan Participant makes such amount
4166		immediately available to the Fronting Lender. If such amount is not made available to the Fronting
4167		Lender by such Foreign Currency Loan Participant within three Business Days of such due date, the
4168		Fronting Lender shall also be entitled to recover such amount with interest thereon at the rate per annum
4169		applicable to Eurocurrency Loans under the Revolving Facility, on demand. A certificate of the Fronting
4170		Lender submitted to any Foreign Currency Loan Participant with respect to amounts owed under this
4171		Section shall be conclusive absent manifest error.

4172		(c) Whenever, at any time after the Fronting Lender has received from any Foreign
4173		Currency Loan Participant its pro rata share of such payment in accordance with subsection 2.24(a) in
4174		respect of any Fronted Foreign Currency Loan, the Fronting Lender receives any payment related to such
4175		Foreign Currency Loan (whether directly from ~~the~~a Borrower or otherwise, including proceeds of
4176		collateral applied thereto by the Fronting Lender or the Administrative Agent, on behalf of the Fronting
4177		Lender), or any payment of interest on account thereof, the Fronting Lender will, within three Business
4178		Days after receipt thereof, distribute to such Foreign Currency Loan Participant its pro rata share thereof
4179		(and hereby directs the Administrative Agent to remit such pro rata share to such Foreign Currency Loan
4180		Participant out of any such payment received by the Administrative Agent for the account of the Fronting
4181		Lender (it being understood that any such payment shall be made in dollars and the Fronting Lender or
4182		Administrative Agent, as applicable, shall convert any such amounts received by it in a currency other
4183		than dollars into the Dollar Equivalent thereof for purposes of such payment)); provided, however, that in
4184		the event that any such payment received by the Fronting Lender shall be required to be returned by the
4185		Fronting Lender, such Foreign Currency Loan Participant shall, within three Business Days, return to the
4186		Fronting Lender the portion thereof previously distributed by the Fronting Lender to it. If any amount
4187		required to be paid under this paragraph is paid within three Business Days after such payment is due, the
4188		Foreign Currency Loan Participant or Fronting Lender, as the case may be, which owes such amount shall
4189		pay to the Fronting Lender or Foreign Currency Loan Participant, as the case may be, to which such
4190		amount is owed, on demand, such amount with interest thereon at a rate equal to the greater of the daily
4191		average Overnight LIBO Rate and a rate determined by the Administrative Agent in accordance with
4192		banking industry rules on interbank compensation for the period until such Foreign Currency Loan
4193		Participant or the Fronting Lender, as the case may be, makes such amount immediately available to the
4194		Fronting Lender or Foreign Currency Loan Participant, as the case may be. If such amount is not made

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4195		available to the Fronting Lender or Foreign Currency Loan Participant, as the case may be, by such
4196		Foreign Currency Loan Participant or Fronting Lender, as the case may be, within three Business Days of
4197		such due date, the Fronting Lender or Foreign Currency Participant, as the case may be, shall also be
4198		entitled to recover such amount with interest thereon at the rate per annum applicable to Eurocurrency
4199		Loans under the Revolving Facility, on demand.

4200		(d) In the event that any Foreign Currency Loan shall be outstanding and (i) the
4201		principal of or interest on such Foreign Currency Loan shall not be paid (x) with respect to a payment due
4202		on a scheduled payment date, on such Business Day (with respect to principal) and within five Business
4203		Days after such date (with respect to interest) and (y) with respect to a payment due on any other date,
4204		within five Business Days after the Parent Borrower receives notice of such due date from the
4205		Administrative Agent or Required Lenders, and, in either case, the Fronting Lender shall deliver to the
4206		Administrative Agent and the Parent Borrower a request that the provisions of this Section 2.24(d) take
4207		effect with respect to such Foreign Currency Loan or (ii) the Commitments shall be terminated or the
4208		Loans accelerated pursuant to Article VII, then (unless such request is revoked by the Fronting Lender)
4209		(x) the obligations of the Parent Borrower and the Foreign Subsidiary Borrowers in respect of the
4210		principal of and interest on such Fronted Foreign Currency Loan shall without further action be converted
4211		into obligations denominated in dollars based upon the Exchange Rate in effect for the day on which such
4212		conversion occurs, as determined by the Administrative Agent in accordance with the terms hereof,
4213		(y) such converted obligations will bear interest at the rate applicable to overdue Eurocurrency Loans
4214		under the Revolving Facility and (z) each applicable Foreign Currency Loan Participant shall pay the
4215		purchase price for its Foreign Currency Participating Interest in such Foreign Currency Loan by wire
4216		transfer of immediately available funds in dollars to the Administrative Agent in the manner provided in
4217		Section 2.24(a) and (b) (and the Administrative Agent shall promptly wire the amounts so received to the
4218		Fronting Lender). Upon any event specified in clause (ii) above, the commitments of the Foreign
4219		Currency Lenders to make Foreign Currency Loans pursuant to Section 2.01(a) shall be permanently
4220		terminated. The obligations of the Revolving Lenders to acquire and pay for their Foreign Currency
4221		Participating Interests pursuant to this Section 2.24(d) shall be absolute and unconditional under any and
4222		all circumstances.

4223		SECTION 2.25 Currency Fluctuations.

4224		(a) No later than 11:00 A.M. (London time) on each Calculation Date, the Foreign
4225		Currency Agent shall determine the Exchange Rate as of such Calculation Date with respect to each
4226		applicable Foreign Currency, provided that, upon receipt of a Borrowing Request pursuant to Section
4227		2.03, the Foreign Currency Agent shall determine the Exchange Rate with respect to the relevant Foreign
4228		Currency on the related Calculation Date (it being acknowledged and agreed that the Administrative
4229		Agent shall use such Exchange Rate for the purposes of determining compliance with Section 2.01(a)
4230		with respect to such Borrowing Request). The Exchange Rates so determined shall become effective on
4231		the relevant Calculation Date (a “Reset Date”), shall remain effective until the next succeeding Reset Date
4232		and shall for all purposes of this Agreement (other than Section 10.14 and any other provision expressly
4233		requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting any
4234		amounts between dollars and any Foreign Currency.

4235		(b) No later than 11:00 A.M. (London time) on each Reset Date, the Foreign
4236		Currency Agent shall determine the aggregate amount of the Dollar Equivalents of (i) the principal
4237		amounts of the Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency
4238		Loans to be made or repaid on such date) and (ii) the total LC Exposure in currencies other than dollars at
4239		such time.

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4240		(c) The Administrative Agent shall promptly notify the Parent Borrower, any
4241		applicable Foreign Subsidiary Borrower and the Foreign Currency Lenders of each determination of an
4242		Exchange Rate hereunder.

4243		SECTION 2.26 Illegality. Notwithstanding any other provision herein, if any Change
4244		in Law shall make it unlawful for any Lender to issue, make, maintain, fund or charge interest with
4245		respect to any extension of credit to any Foreign Subsidiary Borrower or to give effect to its obligations as
4246		contemplated by this Agreement with respect to any extensions of credit to any Foreign Subsidiary
4247		Borrower, then, upon written notice by such Lender (each such Lender providing such notice, an
4248		“Impacted Lender”) to the Parent Borrower and the Administrative Agent:

4249		(a) the obligations of the Lenders hereunder to make extensions of credit to such
4250		Foreign Subsidiary Borrower shall forthwith be (x) suspended until each Impacted Lender notifies the
4251		Parent Borrower and the Administrative Agent in writing that it is no longer unlawful for such Impacted
4252		Lender to issue, make, maintain, fund or charge interest with respect to any extension of credit to such
4253		Foreign Subsidiary Borrower or (y) to the extent required by law, cancelled;

4254		(b) if it shall be unlawful for any Impacted Lender to maintain or charge interest with
4255		respect to any outstanding Loan to such Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower
4256		shall repay (or at its option and to the extent permitted by law, assign to the Parent Borrower) (x) all
4257		outstanding ABR Loans made to such Foreign Subsidiary Borrower within three Business Days or such
4258		earlier period as required by law and (y) all outstanding Eurocurrency Loans made to such Foreign
4259		Subsidiary Borrower on the last day of the then current Interest Periods with respect to such Eurocurrency
4260		Loans or within such earlier period as required by law; and

4261		(c) if it shall be unlawful for any Impacted Lender to maintain, charge interest or
4262		hold any participation with respect to any Letter of Credit issued on behalf of such Foreign Subsidiary
4263		Borrower, such Foreign Subsidiary Borrower shall deposit in a cash collateral account opened by the
4264		Administrative Agent an amount equal to the LC Exposure with respect to such Letters of Credit within
4265		three Business Days or within such earlier period as required by law.

4266		ARTICLE III
4267
4268		Representations and Warranties

4269		Each of Holdings, the Parent Borrower~~, each Subsidiary Term Borrower (as to itself~~
4270		~~only)~~ and each Foreign Subsidiary Borrower (as to itself only) represents and warrants to the Lenders
4271		that:

4272		SECTION 3.01 Organization; Powers. Each of Holdings, the Parent Borrower and its
4273		Subsidiaries (including the Receivables Subsidiary) is duly organized, validly existing and in good
4274		standing under the laws of the jurisdiction of its organization, has all requisite power and authority to
4275		carry on its business as now conducted and, except where the failure to do so, individually or in the
4276		aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do
4277		business in, and is in good standing in, every jurisdiction where such qualification is required.

4278		SECTION 3.02 Authorization; Enforceability. The Transactions to be entered into by
4279		each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary
4280		action. This Agreement has been duly executed and delivered by each of Holdings and the Parent
4281		Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when
4282		executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of

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4283		Holdings, the Parent Borrower or such Loan Party (as the case may be), enforceable in accordance with
4284		its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
4285		creditors’ rights generally and subject to general principles of equity, regardless of whether considered in
4286		a proceeding in equity or at law.

4287		SECTION 3.03 Governmental Approvals; No Conflicts. The Transactions and the
4288		other transactions contemplated hereby (a) do not require any consent or approval of, registration or filing
4289		with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made
4290		and are in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents
4291		and (iii) consents, approvals, registrations, filings or actions the failure of which to obtain or perform
4292		could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable
4293		law or regulation or the charter, by-laws or other organizational documents of Holdings, the Parent
4294		Borrower or any of its Subsidiaries (including the Receivables Subsidiary) or any order of any
4295		Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other
4296		instrument binding upon Holdings, the Parent Borrower or any of its Subsidiaries (including the
4297		Receivables Subsidiary) or their assets, or give rise to a right thereunder to require any payment to be
4298		made by Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary),
4299		except for violations, defaults or the creation of such rights that could not reasonably be expected to result
4300		in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset
4301		of Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary), except
4302		Liens created under the Loan Documents and Liens permitted by Section 6.02.

4303		SECTION 3.04 Financial Condition; No Material Adverse Change.

4304		(a) Holdings has heretofore furnished to the Lenders its consolidated balance sheet
4305		and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended
4306		December 31, ~~2014~~2016, reported on by KPMG LLP, independent public accountants, and (ii) as of and
4307		for the fiscal ~~quarter~~quarters and the ~~portion~~portions of the fiscal year ended on March 31, ~~2015,~~2017 and
4308		June 30, 2017, in each case certified by its chief financial officer (it being understood that Holdings has
4309		furnished the foregoing to the Lenders by the filing with the Commission Holdings’ annual report on
4310		Form 10-K for the fiscal year ended December 31, ~~2014~~2016 and a quarterly report on Form 10-Q for the
4311		fiscal ~~quarter~~quarters ended March 31, ~~2015~~2017 and June 30, 2017). Such financial statements present
4312		fairly, in all material respects, the financial position and results of operations and cash flows of Holdings
4313		and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject
4314		to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in
4315		clause (ii) above.

4316		(b) Except as disclosed in the financial statements referred to above or the notes
4317		thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities
4318		arising as a result of the Transactions, after giving effect to the Transactions, none of Holdings, the Parent
4319		Borrower or the Subsidiaries (including the Receivables Subsidiary) has, as of the Restatement Date, any
4320		contingent liabilities that would be material to Holdings, the Parent Borrower and the Subsidiaries
4321		(including the Receivables Subsidiary), taken as a whole.

4322		(c) Since December 31, ~~2014~~2016, there has been no event, change or occurrence
4323		that, individually or in the aggregate, has had or could reasonably be expected to result in a Material
4324		Adverse Effect.

4325		SECTION 3.05 Properties.

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4326		(a) Each of Holdings, the Parent Borrower and its Subsidiaries has good title to, or
4327		valid leasehold interests in, all its real and personal property material to its business (including its
4328		Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its
4329		business as currently conducted or to utilize such properties for their intended purposes.

4330		(b) Each of Holdings, the Parent Borrower and its Subsidiaries owns, or is licensed
4331		to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its
4332		business, and the use thereof by Holdings, the Parent Borrower and its Subsidiaries does not infringe
4333		upon the rights of any other Person, except for any such infringements that, individually or in the
4334		aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4335		(c) Schedule 3.05 sets forth the address of each real property that is owned or leased
4336		by Holdings, the Parent Borrower or any of its Subsidiaries as of the Restatement Date after giving effect
4337		to the Transactions.

4338		(d) As of the Restatement Date, none of Holdings, the Parent Borrower or any of its
4339		Subsidiaries has received written notice of any pending or contemplated condemnation proceeding
4340		affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Neither any
4341		Mortgaged Property nor any interest therein is subject to any right of first refusal, option or other
4342		contractual right to purchase such Mortgaged Property or interest therein.

4343		SECTION 3.06 Litigation and Environmental Matters.

4344		(a) There are no actions, suits or proceedings by or before any arbitrator or
4345		Governmental Authority pending against or, to the knowledge of Holdings or the Parent Borrower,
4346		threatened against or affecting Holdings, the Parent Borrower or any of its Subsidiaries (including the
4347		Receivables Subsidiary) (i) as to which there is a reasonable possibility of an adverse determination and
4348		that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a
4349		Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents
4350		or the Transactions.

4351		(b) Except for the Disclosed Matters and except with respect to any other matters
4352		that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
4353		Effect, none of Holdings, the Parent Borrower or any of its Subsidiaries (including the Receivables
4354		Subsidiary) (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with
4355		any permit, license or other approval required under any Environmental Law, (ii) has become subject to
4356		any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental
4357		Liability or (iv) knows of any basis for any Environmental Liability.

4358		(c) Since the Restatement Date, there has been no change in the status of the
4359		Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the
4360		likelihood of, a Material Adverse Effect.

4361		SECTION 3.07 Compliance with Laws and Agreements. Each of Holdings, the
4362		Parent Borrower and its Subsidiaries (including the Receivables Subsidiary) is in compliance with all
4363		laws, regulations and orders of any Governmental Authority applicable to it or its property and all
4364		indentures, agreements and other instruments binding upon it or its property, except where the failure to
4365		do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
4366		Effect. No Default has occurred and is continuing.

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4367		SECTION 3.08 Investment Company Status. None of Holdings, the Parent Borrower
4368		or any of its Subsidiaries (including the Receivables Subsidiary) is an “investment company” as defined
4369		in, or subject to regulation under, the Investment Company Act of 1940.

4370		SECTION 3.09 Taxes. Each of Holdings, the Parent Borrower and its Subsidiaries
4371		(including the Receivables Subsidiary) has timely filed or caused to be filed all Tax returns and reports
4372		required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it,
4373		except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which
4374		Holdings, the Parent Borrower or such Subsidiary (including the Receivables Subsidiaries), as applicable,
4375		has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not
4376		reasonably be expected to result in a Material Adverse Effect.

4377		SECTION 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to
4378		occur that, when taken together with all other such ERISA Events for which liability is reasonably
4379		expected to occur, could reasonably be expected to result in a Material Adverse Effect. As of the
4380		Restatement Date, the present value of all accumulated benefit obligations of all underfunded Plans
4381		(based on the assumptions used for purposes of the Financial Accounting Standards Board Accounting
4382		Standards Codification Topic No. 715-30) did not, as of the date of the most recent financial statements
4383		reflecting such amounts, exceed by more than $20,000,000 the fair market value of the assets of all such
4384		underfunded Plans.

4385		SECTION 3.11 Disclosure. Each of Holdings and the Parent Borrower has disclosed
4386		to the Lenders all agreements, instruments and corporate or other restrictions to which Holdings, the
4387		Parent Borrower or any of its Subsidiaries (including the Receivables Subsidiary) is subject, and all other
4388		matters known to any of them, that, individually or in the aggregate, could reasonably be expected to
4389		result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports,
4390		financial statements, certificates or other information furnished by or on behalf of any Loan Party to the
4391		Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other
4392		Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information
4393		so furnished) contains any material misstatement of fact or omits to state any material fact necessary to
4394		make the statements therein, in the light of the circumstances under which they were made, not
4395		misleading; provided that, with respect to projected financial information, Holdings and the Parent
4396		Borrower represent only that such information was prepared in good faith based upon assumptions
4397		believed to be reasonable at the time such projections were prepared.

4398		SECTION 3.12 Subsidiaries. Holdings does not have any subsidiaries other than the
4399		Parent Borrower and the Parent Borrower’s Subsidiaries. Schedule 3.12 sets forth the name of, and the
4400		ownership interest of the Parent Borrower in, each Subsidiary of the Parent Borrower and identifies each
4401		Subsidiary that is a Subsidiary Loan Party, in each case as of the Restatement Date.

4402		SECTION 3.13 Insurance. Schedule 3.13 sets forth a description of all material
4403		insurance policies maintained by or on behalf of Holdings, the Parent Borrower and the Subsidiaries as of
4404		the Restatement Date. As of the Restatement Date, all premiums due in respect of such insurance have
4405		been paid.

4406		SECTION 3.14 Labor Matters. As of the Restatement Date, there are no strikes,
4407		lockouts or slowdowns against Holdings, the Parent Borrower or any Subsidiary pending or, to the
4408		knowledge of Holdings or the Parent Borrower, threatened that could reasonably be expected to have a
4409		Material Adverse Effect. All payments due from Holdings, the Parent Borrower or any Subsidiary, or for
4410		which any claim may be made against Holdings, the Parent Borrower or any Subsidiary, on account of

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4411		wages and employee health and welfare insurance and other benefits, have been paid or accrued as a
4412		liability on the books of Holdings, the Parent Borrower or such Subsidiary except for those which,
4413		individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
4414		The consummation of the Transactions will not give rise to any right of termination or right of
4415		renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the
4416		Parent Borrower or any Subsidiary is bound.

4417		SECTION 3.15 Solvency. Immediately after the consummation of the Transactions
4418		to occur on the Restatement Date and immediately following the making of each Loan made on the
4419		Restatement Date and after giving effect to the application of the proceeds of such Loans, (a) the fair
4420		value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities,
4421		subordinated, contingent or otherwise, (b) the present fair saleable value of the property of each Loan
4422		Party will be greater than the amount that will be required to pay the probable liability of its debts and
4423		other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute
4424		and matured, (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or
4425		otherwise, as such debts and liabilities become absolute and matured and (d) the Loan Parties, on a
4426		consolidated basis, will not have unreasonably small capital with which to conduct the business in which
4427		it is engaged as such business is now conducted and is proposed to be conducted following the
4428		Restatement Date.

4429		SECTION 3.16 Senior Indebtedness. The Obligations constitute “Senior
4430		Indebtedness” under the terms of any Indebtedness that is subordinated in right of payment to the
4431		Obligations.

4432		SECTION 3.17 Security Documents.

4433		(a) The Pledge Agreement is effective to create in favor of the Collateral Agent, for
4434		the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as
4435		defined in the Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and for
4436		so long as the Collateral Agent remains in possession of such Collateral, the security interest created by
4437		the Pledge Agreement shall constitute a perfected first priority security interest in all right, title and
4438		interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other
4439		Person.

4440		(b) The Security Agreement is effective to create in favor of the Collateral Agent, for
4441		the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as
4442		defined in the Security Agreement) and, when financing statements in appropriate form are filed in the
4443		offices specified on Schedule 6 to the Perfection Certificate, the security interest created by the Security
4444		Agreement shall constitute a perfected security interest in all right, title and interest of the grantors
4445		thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement)),
4446		in each case prior and superior in right to any other Person, other than with respect to Liens permitted by
4447		Section 6.02.

4448		(c) When the Security Agreement (or a summary thereof) is filed in the United
4449		States Patent and Trademark Office and the United States Copyright Office and the financing statements
4450		referred to in Section 3.17(b) above are appropriately filed, the security interest created by the Security
4451		Agreement shall constitute a perfected security interest in all right, title and interest of the grantors
4452		thereunder in the Intellectual Property (as defined in the Security Agreement) in which a security interest
4453		may be perfected by filing, recording or registering a security agreement, financing statement or
4454		analogous document in the United States Patent and Trademark Office or the United States Copyright

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4455		Office, as applicable, in each case prior and superior in right to any other Person (it being understood that
4456		subsequent recordings in the United States Patent and Trademark Office and the United States Copyright
4457		Office and subsequent UCC filings may be necessary to perfect a lien on registered trademarks, trademark
4458		applications and copyrights acquired by the Loan Parties after the Closing Date), other than with respect
4459		to Liens permitted by Section 6.02.

4460		(d) Each Mortgage, upon execution and delivery thereof by the parties thereto, is
4461		effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage,
4462		in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien
4463		on all of the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties thereunder
4464		and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by
4465		each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor
4466		in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any
4467		other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02.

4468		(e) Following the execution of any Foreign Security Document pursuant to Section
4469		4.03, each Foreign Security Document shall be effective to create in favor of the Collateral Agent, for the
4470		benefit of the Secured Parties, a legal, valid and enforceable security interest in the applicable collateral
4471		covered by such Foreign Security Document, and when the actions specified in such Foreign Security
4472		Document, if any, are completed, the security interest created by such Foreign Security Document shall
4473		constitute a perfected security interest in all right, title and interest of the grantors thereunder in such
4474		collateral to the full extent possible under the laws of the applicable foreign jurisdiction, in each case prior
4475		and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02.

4476		SECTION 3.18 Federal Reserve Regulations.

4477		(a) None of Holdings, the Parent Borrower or any of the Subsidiaries (including the
4478		Receivables Subsidiary) is engaged principally, or as one of its important activities, in the business of
4479		extending credit for the purpose of buying or carrying Margin Stock.

4480		(b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether
4481		directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a
4482		violation of the provisions of the Regulations of the Board, including Regulation U or X.

4483		SECTION 3.19 Anti-Corruption Laws and Sanctions. The Parent Borrower has
4484		implemented and maintains in effect policies and procedures designed to ensure compliance by Holdings,
4485		the Parent Borrower, its Subsidiaries and their respective directors, officers, employees and agents with
4486		Anti-Corruption Laws and applicable Sanctions, and Holdings, the Parent Borrower, its Subsidiaries and
4487		their respective officers and ~~employees~~directors and to the knowledge of the Parent Borrower its
4488		~~directors~~employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in
4489		all material respects. None of (a) Holdings, the Parent Borrower, any Subsidiary or any of their
4490		respective directors, officers or employees, or (b) to the knowledge of the Parent Borrower, any agent of
4491		Holdings, the Parent Borrower or any Subsidiary that will act in any capacity in connection with or
4492		benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of
4493		Credit, use of proceeds or other transaction contemplated by the Credit Agreement will violate Anti-
4494		Corruption Laws or applicable Sanctions.

4495		SECTION 3.20 EEA Financial Institutions. No Loan Party is an EEA Financial
4496		Institution.

-100-


4497		SECTION 3.21 Persons of Significant Control. In respect of any shares of a Person
4498		incorporated in England and Wales over which security or Collateral under the Security Documents is
4499		created, or purported to be created, pursuant to any Security Documents (the “Secured English Shares”):
4500		(a) no “warning notice” as defined in paragraph 1 of Schedule 1B of the Companies Act 2006 (a
4501		“Warning Notice”) and no “restrictions notice” as defined in paragraph 1 of Schedule 1B of the
4502		Companies Act 2006 (a “Restrictions Notice”) pursuant to Part 21A of the Companies Act 2006 has been
4503		issued to a Loan Party in respect of any Secured English Shares; and (b) each Loan Party has complied
4504		with any Warning Notices or Restrictions Notices pursuant to Part 21A of the Companies Act 2006 issued
4505		to it in respect of any Secured English Shares.

4506		ARTICLE IV
4507
4508		Conditions

4509		SECTION 4.01 Closing Date. Subject to the last sentence of this Section 4.01, the
4510		obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on
4511		the Closing Date shall not become effective and are subject to the satisfaction of the following conditions
4512		(it being understood and acknowledged that the Closing Date occurred on October 16, 2013 and that
4513		capitalized terms and Section references used in this Section 4.01 shall be used with the meanings
4514		assigned thereto in the ~~Existing~~Original Credit Agreement):

4515		(a) The Administrative Agent (or its counsel) shall have received from each party
4516		hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written
4517		evidence satisfactory to the Administrative Agent (which may include facsimile or other
4518		electronic transmission of a signed signature page of this Agreement) that such party has signed a
4519		counterpart of this Agreement.

4520		(b) The Agents shall have received a favorable written opinion (addressed to the
4521		Administrative Agent and the Lenders and dated the Closing Date) of each of (i) Cahill Gordon &
4522		Reindel LLP, (ii) McDonald Hopkins LLC, (iii) Barnes & Thornburg LLP, and (iv) Jones & Day
4523		in each case in form and substance reasonably satisfactory to the Administrative Agent. Each of
4524		Holdings and the Parent Borrower hereby requests such counsel to deliver such opinions.

4525		(c) The Administrative Agent shall have received such documents and certificates as
4526		the Administrative Agent or its counsel may reasonably request relating to the organization,
4527		existence and good standing of each Loan Party, the authorization of the Transactions and any
4528		other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in
4529		form and substance satisfactory to the Administrative Agent and its counsel.

4530		(d) The Administrative Agent shall have received a certificate, dated the Closing
4531		Date and signed by the President, a Vice President or a Financial Officer of Holdings and the
4532		Parent Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of
4533		Section 4.02.

4534		(e) The Administrative Agent shall have received all fees and other amounts due and
4535		payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or
4536		payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel)
4537		required to be reimbursed or paid by any Loan Party hereunder or under any Loan Document.

4538		(f) The Collateral and Guarantee Requirement shall have been satisfied and the
4539		Administrative Agent shall have received a completed Perfection Certificate dated the Closing

-101-


4540		Date and signed by an executive officer or Financial Officer of the Parent Borrower, together
4541		with all attachments contemplated thereby, including the results of a search of the Uniform
4542		Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions
4543		contemplated by the Perfection Certificate and copies of the financing statements (or similar
4544		documents) disclosed by such search and evidence reasonably satisfactory to the Administrative
4545		Agent that the Liens indicated by such financing statements (or similar documents) are permitted
4546		by Section 6.02 or have been released or will be released pursuant to UCC-3 financing statements
4547		or other release documentation delivered to the Collateral Agent.

4548		(g) The Administrative Agent shall have received evidence that the insurance
4549		required by Section 5.07 and the Security Documents is in effect, together with endorsements
4550		naming the Collateral Agent, for the benefit of the Secured Parties, as additional insured and loss
4551		payee thereunder, to the extent required by Section 5.07.

4552		(h) The Transactions shall have been consummated or shall be consummated
4553		substantially simultaneously with the initial funding of the Tranche A Term Loans on the Closing
4554		Date in accordance with applicable law and all other related documentation in all material
4555		respects (without giving effect to any amendments not approved by the Administrative Agent),
4556		and after giving effect to the Transactions and the other transactions contemplated hereby, none
4557		of Holdings, the Parent Borrower or any of the Subsidiaries shall have outstanding any shares of
4558		preferred stock or any Indebtedness to a Person other than the Parent Borrower or any Subsidiary,
4559		other than (i) Indebtedness incurred under the Loan Documents and (ii) Indebtedness incurred
4560		and outstanding as of the Closing Date in compliance with Section 6.01 of this Agreement. The
4561		Liens securing the obligations under the Existing Credit Agreement shall have been released or
4562		shall be released substantially simultaneously with the initial funding of the Tranche A Term
4563		Loans on the Closing Date. Each Lender party hereto that is also a “Lender” under the Existing
4564		Credit Agreement hereby waives the requirement for advance notice of termination of
4565		“Commitments” under the Existing Credit Agreement and prepayment of any “Loans”
4566		outstanding thereunder; provided such notice of termination and prepayment is delivered on the
4567		Closing Date of this Agreement.

4568		(i) The Lenders shall have received the financial statements referred to in Section
4569		3.04(a).

4570		(j) The Administrative Agent shall have received a certificate, in form and substance
4571		reasonably satisfactory to the Administrative Agent, dated the Closing Date and signed by the
4572		chief financial officer of each of Holdings and the Parent Borrower, certifying that Holdings and
4573		its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent.

4574		(k) The Administrative Agent and the Lenders shall have received all documentation
4575		and other information required by bank regulatory authorities under applicable “know your
4576		customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

4577		The Administrative Agent shall notify the Parent Borrower and the Lenders of the Closing Date, and such
4578		notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to
4579		make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless
4580		each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02) at or prior to 5:00 p.m.,
4581		New York City time, on October 16, 2013 (and, in the event such conditions are not so satisfied or
4582		waived, the Commitments shall terminate at such time).

-102-



4583		SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on
4584		the occasion of any Borrowing (other than (i) any Revolving Loan made pursuant to Section 2.04(d) or
4585		Section 2.05(d) and (ii) any continuation or conversion of a Borrowing pursuant to the terms hereof that
4586		does not result in the increase of the aggregate principal amount of the Borrowings then outstanding), and
4587		of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the
4588		request therefor in accordance herewith and to the satisfaction of the following conditions:

4589		(a) The representations and warranties of each Loan Party set forth in the Loan
4590		Documents shall be true and correct on and as of the date of such Borrowing or the date of
4591		issuance, amendment, renewal or extension of such Letter of Credit, as applicable.

4592		(b) At the time of and immediately after giving effect to such Borrowing or the
4593		issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default
4594		shall have occurred and be continuing.

4595		Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
4596		Credit shall be deemed to constitute a representation and warranty by Holdings and the Parent Borrower
4597		on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

4598		SECTION 4.03 Credit Events Relating to Foreign Subsidiary Borrowers. The
4599		obligation of each Lender to make Loans to any Foreign Subsidiary Borrower, and of the Issuing Bank to
4600		issue, amend, renew or extend any Letter of Credit to any Foreign Subsidiary Borrower, is subject to the
4601		satisfaction of the following conditions:

4602		(a) With respect to the earlier to occur of the initial Loan made to or the initial Letter
4603		of Credit issued for the account of such Foreign Subsidiary Borrower:

4604		(i) the Administrative Agent (or its counsel) shall have received such
4605		Foreign Subsidiary Borrower’s Foreign Subsidiary Borrowing Agreement duly executed
4606		and delivered by all parties thereto;

4607		(ii) the Administrative Agent shall have received such documents (including
4608		legal opinions) and certificates as the Administrative Agent or its counsel may reasonably
4609		request relating to the formation, existence and good standing of such Foreign Subsidiary
4610		Borrower, the authorization of the transactions contemplated hereby relating to such
4611		Foreign Subsidiary Borrower and any other legal matters relating to such Foreign
4612		Subsidiary Borrower or its Foreign Subsidiary Borrowing Agreement, all in form and
4613		substance satisfactory to the Administrative Agent and its counsel; and

4614		(iii) the Administrative Agent and the Lenders shall have received all
4615		documentation and other information relating to such Foreign Subsidiary Borrower
4616		required by bank regulatory authorities under applicable “know your customer” and anti-
4617		money laundering rules and regulations, including the PATRIOT Act, in all cases
4618		reasonably satisfactory to the Administrative Agent and the Lenders.

4619		SECTION 4.04 Conditions to the Restatement Date. The obligations of the Lenders
4620		to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on the Restatement Date are
4621		subject to, and shall not become effective until, the satisfaction of the following conditions:

4622		(a) The Administrative Agent (or its counsel) shall have received (i) counterparts of
4623		(or written evidence satisfactory to the Administrative Agent (which may include facsimile or

-103-


4624		other electronic transmission of a signed signature page) that such party has signed a counterpart
4625		of) the Replacement Revolving Facility Amendment, executed by the Parent Borrower, each
4626		Foreign Subsidiary Borrower, each other Loan Party, the Administrative Agent, the Fronting
4627		Lender, each Issuing Bank, each Swingline Lender, and Persons with aggregate Revolving
4628		Commitments of $~~500,000,000 and Persons committing therein to make or continue an aggregate~~
4629		~~principal amount of Term Loans equal to $275,000,000~~300,000,000 and (ii) reasonably
4630		satisfactory evidence that (A) all Existing Term Loans shall have been paid in full or will be paid
4631		in full substantially simultaneously with the effectiveness of this Agreement~~, or replaced with~~
4632		~~Term Loans hereunder~~ and (B) all Existing Revolving Commitments and Existing Revolving
4633		Loans shall be replaced with Revolving Commitments or Revolving Loans, as applicable,
4634		hereunder or otherwise terminated or repaid, as applicable (and in each case all accrued interest
4635		on the Existing Term Loans, Existing Revolving Loans and Existing Revolving Commitments
4636		and other amounts (including fees) outstanding in respect thereof shall have been paid in full).

4637		(b) The Administrative Agent shall have received a favorable written opinion
4638		(addressed to the Administrative Agent and the Lenders and dated the Restatement Date) of each
4639		of (i) Cahill Gordon & Reindel LLP, (ii) Barnes & Thornburg LLP ~~and~~, (iii) Jones Day and (iv)
4640		Eversheds Sutherland LLP, in each case in form and substance reasonably satisfactory to the
4641		Administrative Agent. Each of Holdings and the Parent Borrower hereby requests such counsel
4642		to deliver such opinions.

4643		(c) The Administrative Agent shall have received such documents and certificates as
4644		the Administrative Agent or its counsel may reasonably request relating to the organization,
4645		existence and good standing of the Parent Borrower and each Foreign Subsidiary Borrower, the
4646		authorization of the Transactions and any other legal matters relating to the Parent Borrower, the
4647		Foreign Subsidiary Borrowers, the Loan Documents or the Transactions, all in form and
4648		substance satisfactory to the Administrative Agent and its counsel.

4649		(d) The Administrative Agent shall have received a certificate, dated the Restatement
4650		Date and signed by the President, a Vice President or a Financial Officer of Holdings and the
4651		Parent Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of
4652		Section 4.02.

4653		(e) The Administrative Agent shall have received all fees and other amounts due and
4654		payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or
4655		payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel)
4656		required to be reimbursed or paid by any Loan Party hereunder or under any Loan Document (and
4657		for the avoidance of doubt, including all interest, fees, expenses and other amounts due under the
4658		Existing Credit Agreement).

4659		(f) ~~(i)~~ The Collateral and Guarantee Requirement shall have been satisfied as of the
4660		Restatement Date~~, (ii)~~ ~~with respect to each Mortgage encumbering each Mortgaged Property~~
4661		~~owned or leased by any Loan Party as of the Restatement Date, the Parent Borrower shall have~~
4662		~~delivered to the Administrative Agent (A) an amendment thereof (each, a “~~Mortgage~~~~
4663		~~Amendment”), setting forth such changes as are reasonably necessary to reflect that the lien~~
4664		~~securing the Obligations on the Restatement Date encumbers such Mortgaged Property and to~~
4665		~~further grant, preserve, protect and perfect the validity and priority of the security interest created~~
4666		~~thereby created and perfected, (B) a datedown/modification endorsement with respect to each~~
4667		~~policy of title insurance insuring the interest of the mortgagee with respect to each such Mortgage~~
4668		~~and (C) an opinion of local counsel as to the recordability of the applicable Mortgage~~

-104-


4669		~~Amendment and enforceability under the applicable local law of the applicable Mortgage, as~~
4670		~~modified by the applicable Mortgage Amendment, and such other matters as may be reasonably~~
4671		~~requested by the Administrative Agent, each of the foregoing reasonably satisfactory to the~~
4672		~~Administrative Agent; ~~provided~~ that if, notwithstanding the use by the Loan Parties of~~
4673		~~commercially reasonable efforts to satisfy the requirement set forth in this Section 4.04(f)(ii),~~
4674		~~such requirement is not satisfied as of the Restatement Date, the satisfaction of such requirement~~
4675		~~shall not be a condition to the obligations of the Lenders to make Loans and of the Issuing Bank~~
4676		~~to issue Letters of Credit hereunder on the Restatement Date (but shall be required to be satisfied~~
4677		~~in accordance with Section 5.14) and (iii) with respect to each Mortgaged Property as of the~~
4678		~~Restatement Date that is located in a special flood hazard area, to the extent required by~~
4679		~~Regulation H of the Board, the Parent Borrower shall have delivered to the Administrative Agent~~
4680		~~(A) a policy of flood insurance that (1) covers any parcel of improved real property that is~~
4681		~~encumbered by such Mortgage and is located in a special flood hazard area, (2) is written in an~~
4682		~~amount that is reasonably satisfactory to the Administrative Agent and (3) has a term ending not~~
4683		~~later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that~~
4684		~~the Parent Borrower has received the notice required pursuant to Section 208.25(i) of Regulation~~
4685		~~H of the Board.~~.

4686		(g) The Lenders shall have received the financial statements referred to in Section
4687		3.04(a).

4688		~~(h)~~ ~~The Cequent Spin-off shall be consummated substantially simultaneously with~~
4689		~~proceeds of the Restatement Date Dividend being applied to repay Existing Term Loans and~~
4690		~~Existing Revolving Loans.~~

4691		The Administrative Agent shall notify the Parent Borrower and the Lenders of the
4692		Restatement Date, and such notice shall be conclusive and binding.

4693		ARTICLE V
4694
4695		Affirmative Covenants

4696		Until the Commitments have expired or been terminated and the principal of and interest
4697		on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall
4698		have expired or terminated and all LC Disbursements shall have been reimbursed, each of Holdings, the
4699		Parent Borrower~~, each Subsidiary Term Borrower (as to itself only)~~ and each Foreign Subsidiary
4700		Borrower (as to itself only) covenants and agrees with the Lenders that:

4701		SECTION 5.01 Financial Statements and Other Information. Holdings or the Parent
4702		Borrower will furnish to the Administrative Agent and each Lender:

4703		(a) within 90 days after the end of each fiscal year of Holdings, its audited
4704		consolidated balance sheet and related statements of operations, stockholders’ equity and cash
4705		flows as of the end of and for such year, setting forth in each case in comparative form the figures
4706		for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent
4707		public accountants of recognized national standing (without a “going concern” or like
4708		qualification or exception (except for any such qualification or exception resulting from any
4709		current maturity of Loans hereunder) and without any qualification or exception as to the scope of
4710		such audit) to the effect that such consolidated financial statements present fairly in all material
4711		respects the financial condition and results of operations of Holdings and its consolidated
4712		subsidiaries on a consolidated basis in accordance with GAAP consistently applied (it being

-105-


4713		understood that the obligation to furnish the foregoing to the Administrative Agent and the
4714		Lenders shall be deemed to be satisfied in respect of any fiscal year of Holdings by the filing of
4715		Holdings’ annual report on Form 10-K for such fiscal year with the Commission to the extent the
4716		foregoing are included therein);

4717		(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal
4718		year of Holdings, its consolidated balance sheet and related statements of operations,
4719		stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then
4720		elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for
4721		the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the
4722		previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all
4723		material respects the financial condition and results of operations of Holdings and its consolidated
4724		subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to
4725		normal year-end audit adjustments and the absence of footnotes (it being understood that the
4726		obligation to furnish the foregoing to the Administrative Agent and the Lenders shall be deemed
4727		to be satisfied in respect of any fiscal quarter of Holdings by the filing of Holdings’ quarterly
4728		report on Form 10-Q for such fiscal quarter with the Commission to the extent the foregoing are
4729		included therein);

4730		(c) within 90 days after the end of each fiscal year of Holdings (but in any event no
4731		later than two Business Days after any delivery of financial statements under clause (a) above), or
4732		within 45 days after the end of each of the first three fiscal quarters of each fiscal year of
4733		Holdings (but in any event no later than two Business Days after any delivery of financial
4734		statements under clause (b) above), a certificate of a Financial Officer of Holdings or the Parent
4735		Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred,
4736		specifying the details thereof and any action taken or proposed to be taken with respect thereto,
4737		(ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.12
4738		and 6.13, (iii) stating whether any change in GAAP or in the application thereof has occurred
4739		since the date of Holdings’ audited financial statements referred to in Section 3.04 and, if any
4740		such change has occurred, specifying the effect of such change on the financial statements
4741		accompanying such certificate and (iv) identifying all Subsidiaries existing on the date of such
4742		certificate and indicating, for each such Subsidiary, whether such Subsidiary is a Domestic
4743		Subsidiary (and if so, whether such Subsidiary is a Subsidiary Loan Party) or a Foreign
4744		Subsidiary and whether such Subsidiary was formed or acquired since the end of the previous
4745		fiscal quarter;

4746		(d) within 90 days after the end of each fiscal year of Holdings, (i) a certificate of the
4747		accounting firm that reported on such financial statements stating whether they obtained
4748		knowledge during the course of their examination of such financial statements of any Default
4749		(which certificate may be limited to the extent required by accounting rules or guidelines) and (ii)
4750		a certificate of a Financial Officer of Holdings or the Parent Borrower (A) identifying any parcels
4751		of real property or improvements thereto with a value exceeding $~~2,000,000~~5,000,000 that have
4752		been acquired by any Loan Party since the end of the previous fiscal year, (B) identifying any
4753		changes of the type described in Section 5.03(a) that have not been previously reported by the
4754		Parent Borrower, (C) identifying any Permitted Acquisitions that have been consummated since
4755		the end of the previous fiscal year, including the date on which each such Permitted Acquisition
4756		was consummated and the consideration therefor, and (D) identifying any Intellectual Property
4757		(as defined in the Security Agreement) with respect to which a notice is required to be delivered
4758		under the Security Agreement and has not been previously delivered ~~and (E)~~ ~~identifying any~~
4759		~~Prepayment Events that have occurred since the end of the previous fiscal year and setting forth a~~

-106-


4760		~~reasonably detailed~~ ~~calculation of the Net Proceeds received from Prepayment Events since the~~
4761		~~end of such previous fiscal year;~~;

4762		(e) no later than February 15 of each fiscal year of Holdings (commencing with the
4763		fiscal year ending December 31, 2013), a detailed consolidated budget for such fiscal year
4764		(including a projected consolidated balance sheet and related statements of projected operations
4765		and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for
4766		purposes of preparing such budget) and, promptly when available, any material revisions of such
4767		budget that have been approved by senior management of Holdings;

4768		(f) promptly after the same become publicly available, copies of all periodic and
4769		other reports, proxy statements and other materials filed by Holdings, the Parent Borrower or any
4770		Subsidiary with the Commission or with any national securities exchange, as the case may be (it
4771		being understood that the obligation to furnish the foregoing to the Administrative Agent and the
4772		Lenders shall be deemed to be satisfied to the extent the foregoing are filed with the
4773		Commission); ~~and~~

4774		(g) no later than five business days prior to any proposed utilization of the Available
4775		Amount, a certificate of a Financial Officer of Holdings or the Parent Borrower setting forth a
4776		reasonably detailed calculations of the Available Amount as of the date of the proposed
4777		utilization (prior to giving effect thereto); and

4778		(gh) promptly following any request therefor, such other information regarding the
4779		operations, business affairs and financial condition of Holdings, the Parent Borrower or any
4780		Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or
4781		any Lender may reasonably request.

4782		SECTION 5.02 Notices of Material Events. Holdings and the Parent Borrower will
4783		furnish to the Administrative Agent and each Lender prompt written notice of the following:

4784		(a) the occurrence of any Default;

4785		(b) the filing or commencement of any action, suit or proceeding by or before any
4786		arbitrator or Governmental Authority against or affecting Holdings, the Parent Borrower or any
4787		Subsidiary thereof that, if adversely determined, could reasonably be expected to result in a
4788		Material Adverse Effect;

4789		(c) the occurrence of any ERISA Event that, alone or together with any other ERISA
4790		Events that have occurred, could reasonably be expected to result in liability of Holdings, the
4791		Parent Borrower and its Subsidiaries in an aggregate amount exceeding $15,000,000; and

4792		(d) any other development that results in, or could reasonably be expected to result
4793		in, a Material Adverse Effect.

4794		Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or
4795		other executive officer of the Parent Borrower setting forth the details of the event or development
4796		requiring such notice and any action taken or proposed to be taken with respect thereto.

4797		SECTION 5.03 Information Regarding Collateral.

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4798		(a) The Parent Borrower will furnish to the Administrative Agent prompt written
4799		notice of any change (i) in any Loan Party’s legal name or in any trade name used to identify it in the
4800		conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party’s chief
4801		executive office, its principal place of business, any office in which it maintains books or records relating
4802		to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the
4803		establishment of any such new office or facility), (iii) in any Loan Party’s identity or structure, (iv) in any
4804		Loan Party’s jurisdiction of organization or (v) in any Loan Party’s Federal Taxpayer Identification
4805		Number. The Parent Borrower agrees not to effect or permit any change referred to in the preceding
4806		sentence unless written notice has been delivered to the Collateral Agent, together with all applicable
4807		information to enable the Administrative Agent to make all filings under the Uniform Commercial Code
4808		or otherwise that are required in order for the Collateral Agent (on behalf of the Secured Parties) to
4809		continue at all times following such change to have a valid, legal and perfected security interest in all the
4810		Collateral.

4811		(b) Each year, within 90 days after the end of each fiscal year of Holdings, Holdings
4812		(on behalf of itself and the other Loan Parties) shall deliver to the Administrative Agent a certificate of a
4813		Financial Officer of Holdings (i) setting forth the information required pursuant to the Perfection
4814		Certificate or confirming that there has been no change in such information since the date of the
4815		Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered
4816		pursuant to this Section and (ii) certifying that all Uniform Commercial Code financing statements
4817		(including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including
4818		all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of
4819		record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant
4820		to clause (i) above to the extent necessary to protect and perfect the security interests under the Security
4821		Documents for a period of not less than 18 months after the date of such certificate (except as noted
4822		therein with respect to any continuation statements to be filed within such period).

4823		SECTION 5.04 Existence; Conduct of Business.

4824		(a) Each of Holdings, the Parent Borrower and the Foreign Subsidiary Borrowers
4825		will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve,
4826		renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges,
4827		franchises, patents, copyrights, trademarks and trade names the loss of which would have a Material
4828		Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or
4829		dissolution permitted under Section 6.03 or disposition permitted under Section 6.05.

4830		(b) Holdings and the Parent Borrower will cause all the Equity Interests of the
4831		~~Subsidiary Term Borrowers and the~~ Foreign Subsidiary Borrowers to be owned, directly or indirectly, by
4832		the Parent Borrower or any Subsidiary~~, and the Subsidiary Term Borrowers shall at all times remain a~~
4833		~~guarantor under the Guarantee Agreement~~.

4834		SECTION 5.05 Payment of Obligations. Each of Holdings, the Parent Borrower~~, the~~
4835		~~Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers will, and will cause each of the
4836		Subsidiaries (including the Receivables Subsidiary) to, pay its Indebtedness and other obligations,
4837		including Tax liabilities, before the same shall become delinquent or in default, except (a) those being
4838		contested in good faith by appropriate proceedings and for which Holdings, the Parent ~~Borrower, a~~
4839		~~Subsidiary Term~~ Borrower, or a Foreign Subsidiary Borrower or such Subsidiary, as applicable, has set
4840		aside on its books adequate reserves with respect thereto in accordance with GAAP, or (b) to the extent
4841		the failure to make payment could not reasonably be expected to result in a Material Adverse Effect;
4842		provided that no amounts received from any Loan Party shall be applied to Excluded Swap Obligations of
4843		such Loan Party.

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4844		SECTION 5.06 Maintenance of Properties. Each of Holdings, the Parent Borrower,
4845		~~the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers will, and will cause each of the
4846		Subsidiaries to, keep and maintain all property material to the conduct of their business, taken as a whole,
4847		in good working order and condition, ordinary wear and tear excepted; provided that the foregoing shall
4848		not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or
4849		disposition permitted under Section 6.05.

4850		SECTION 5.07 Insurance. Each of Holdings, the Parent Borrower~~, the Subsidiary~~
4851		~~Term Borrowers~~ and the Foreign Subsidiary Borrowers will, and will cause each of the Subsidiaries to,
4852		maintain insurance in such amounts (with no greater risk retention) and against such risks as are
4853		customarily maintained by companies of established repute engaged in the same or similar businesses
4854		operating in the same or similar locations, except where the failure to do so could not reasonably be
4855		expected to result in a Material Adverse Effect. Such insurance shall be maintained with financially
4856		sound and reputable insurance companies, except that a portion of such insurance program (not to exceed
4857		that which is customary in the case of companies engaged in the same or similar business or having
4858		similar properties similarly situated) may be effected through self-insurance; provided adequate reserves
4859		therefor, in accordance with GAAP, are maintained. In addition, each of Holdings, the Parent Borrower,
4860		~~the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers will, and will cause each of its
4861		Subsidiaries to, maintain all insurance required to be maintained pursuant to the Security Documents.
4862		With respect to each Mortgaged Property that is located in an area determined by the Federal Emergency
4863		Management Agency to have special flood hazards, the applicable Loan Party will maintain, with
4864		financially sound and reputable insurance companies, such flood insurance as is required under applicable
4865		law, including ~~Regulation H of~~ the ~~Board~~Flood Laws. The Parent Borrower will furnish to the Lenders,
4866		upon request of the Administrative Agent, information in reasonable detail as to the insurance so
4867		maintained. All insurance policies or certificates (or certified copies thereof) with respect to such
4868		insurance shall be endorsed to the Collateral Agent’s reasonable satisfaction for the benefit of the Lenders
4869		(including, without limitation, by naming the Collateral Agent as loss payee or additional insured, as
4870		appropriate).

4871		SECTION 5.08 Casualty and Condemnation. The Parent Borrower ~~(a)~~ will furnish to
4872		the Administrative Agent and the Lenders prompt written notice of casualty or other insured damage to
4873		any material portion of any Collateral having a book value or fair market value of $1,000,000 or more or
4874		the commencement of any action or proceeding for the taking of any Collateral having a book value or
4875		fair market value of $1,000,000 or more or any part thereof or interest therein under power of eminent
4876		domain or by condemnation or similar proceeding ~~and (b)~~ ~~will ensure that the Net Proceeds of any such~~
4877		~~event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and~~
4878		~~applied in accordance with the applicable provisions of this Agreement and the Security Documents.~~.

4879		SECTION 5.09 Books and Records; Inspection and Audit Rights. Each of Holdings,
4880		the Parent Borrower, the ~~Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers will, and will
4881		cause each of the Subsidiaries to, keep proper books of record and account in which full, true and correct
4882		entries are made of all dealings and transactions in relation to its business and activities. Each of
4883		Holdings, the Parent Borrower~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers
4884		will, and will cause each of the Subsidiaries to, permit any representatives designated by the
4885		Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to
4886		examine and make extracts from its books and records, and to discuss its affairs, finances and condition
4887		with its officers and independent accountants, all at such reasonable times and as often as reasonably
4888		requested.

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4889		SECTION 5.10 Compliance with Laws. Each of Holdings, the Parent Borrower~~, the~~
4890		~~Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers will, and will cause each of the
4891		Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority
4892		applicable to it or its property, except where the failure to do so, individually or in the aggregate, could
4893		not reasonably be expected to result in a Material Adverse Effect. The Parent Borrower will maintain in
4894		effect and enforce policies and procedures designed to ensure compliance by Holdings, the Parent
4895		Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-
4896		Corruption Laws and applicable Sanctions. Each Loan Party shall (and Holdings will ensure that each
4897		Subsidiary shall) (a) comply with any notice served on it pursuant to Part 21A of the Companies Act 2006
4898		with respect to any Secured English Shares within the timeframe specified in the notice, and promptly
4899		provide the Collateral Agent with a copy of any such notice, and (b) procure that neither it nor any of its
4900		subsidiaries shall issue a Warning Notice or Restrictions Notice with respect to Secured English Shares
4901		unless it is required by law to do so.

4902		SECTION 5.11 Use of Proceeds and Letters of Credit~~. The Parent Borrower and the~~
4903		~~Subsidiary Term Borrowers will use the proceeds of the Term Loans on the Restatement Date solely to~~
4904		~~consummate the Transactions~~. The proceeds of the Revolving Loans and Swingline Loans will be used
4905		only for general corporate purposes and, to the extent permitted by Section 6.01(a)(i), Permitted
4906		Acquisitions. Letters of Credit will be available only for general corporate purposes. No part of the
4907		proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation
4908		of any of the Regulations of the Board, including Regulations T, U and X.

4909		SECTION 5.12 Additional Subsidiaries. If any additional Subsidiary is formed or
4910		acquired after the Restatement Date, the Parent Borrower will, within five Business Days after such
4911		Subsidiary is formed or acquired, notify the Administrative Agent and the Lenders thereof and, within 30
4912		days (or such longer period as may be agreed to by the Administrative Agent) after such Subsidiary is
4913		formed or acquired, cause the Collateral and Guarantee Requirement and the Foreign Security Collateral
4914		and Guarantee Requirement to be satisfied with respect to such Subsidiary, including with respect to any
4915		Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

4916		SECTION 5.13 Further Assurances.

4917		(a) Each of Holdings, the Parent Borrower~~, the Subsidiary Term Borrowers~~ and the
4918		Foreign Subsidiary Borrowers will, and will cause each Subsidiary Loan Party to, execute any and all
4919		further documents, financing statements, agreements and instruments, and take all such further actions
4920		(including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust,
4921		landlord waivers and other documents), which may be required under any applicable law, or which the
4922		Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and
4923		Guarantee Requirement and the Foreign Security Collateral and Guarantee Requirement to be and remain
4924		satisfied, all at the expense of the Loan Parties. Holdings, the Parent Borrower~~, the Subsidiary Term~~
4925		~~Borrowers~~ and the Foreign Subsidiary Borrowers also agree to provide to the Administrative Agent, from
4926		time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the
4927		perfection and priority of the Liens created or intended to be created by the Security Documents.

4928		(b) If any assets (including any real property or improvements thereto or any interest
4929		therein) having a book value or fair market value of $~~5,000,000~~10,000,000 or more in the aggregate are
4930		acquired by the Parent Borrower or any Subsidiary Loan Party after the Restatement Date or through the

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4931		acquisition of a Subsidiary Loan Party under Section 5.12 (other than, in each case, assets constituting
4932		Collateral under the Security Agreement or the Pledge Agreement that become subject to the Lien of the
4933		Security Agreement or the Pledge Agreement upon acquisition thereof), the Parent Borrower or, if
4934		applicable, the relevant Subsidiary Loan Party will notify the Administrative Agent and the Lenders
4935		thereof, and, if reasonably requested by the Administrative Agent or the Required Lenders, the Parent
4936		Borrower will cause such assets to be subjected to a Lien securing the Obligations and will take, and
4937		cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by
4938		the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of
4939		this Section, all at the expense of the Loan Parties. Notwithstanding the foregoing, the Administrative
4940		Agent shall not enter into any Mortgage in respect of any real property acquired by the Parent Borrower
4941		or any other Loan Party after the Restatement Date until the date that is 45 days after the Administrative
4942		Agent has delivered to the Lenders (which may be delivered electronically) the following documents in
4943		respect of such real property: (i) completed “Life of Loan” Federal Emergency Management Agency
4944		standard flood hazard determination(s) with respect to the Mortgaged Property and related documents
4945		with respect to the Mortgaged Property reasonably requested by any Lender; (ii) if such real property is
4946		located in a “special flood hazard area”, a notification to each Parent Borrower (and applicable Loan
4947		Party) of that fact and notification to each Borrower (and applicable Loan Party) stating whether flood
4948		insurance coverage is available, and evidence that each Borrower (or other Loan Party) to which a notice
4949		was sent, has signed and returned the notice; and (iii) if such notice is required to be provided to the
4950		Parent Borrower (or applicable Loan Party) and flood insurance is available in the community in which
4951		such real property is located, a copy of the policy, or declaration evidencing such required flood insurance
4952		in an amount and with terms required by the Flood Laws.

4953		~~SECTION 5.14~~ ~~Post-Restatement Date Matters. To the extent that the requirements~~
4954		~~of Section 4.04(f)(ii) are not satisfied on the Restatement Date, they shall be satisfied within 60 days (or~~
4955		~~such longer period as the Administrative Agent may agree to in its sole discretion) after the Restatement~~
4956		~~Date.~~

4957		ARTICLE VI
4958 4959		Negative Covenants

4960		Until the Commitments have expired or terminated and the principal of and interest on
4961		each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or
4962		terminated and all LC Disbursements shall have been reimbursed, each of Holdings, the Parent Borrower,
4963		~~each Subsidiary Term Borrower (as to itself only)~~ and each Foreign Subsidiary Borrower (as to itself
4964		only) covenants and agrees with the Lenders that:

4965		SECTION 6.01 Indebtedness; Certain Equity Securities.

4966		(a) None of Holdings, the Parent Borrower~~, any Subsidiary Term Borrower~~ or any
4967		Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, create, incur, assume or permit
4968		to exist any Indebtedness, except:

4969		(i) ~~(A)~~ Indebtedness created under the Loan Documents ~~and (B) any Permitted Term~~
4970		~~Loan Refinancing Indebtedness~~;

4971		(ii) (A) the Permitted Receivables Financing, (B) financings in respect of sales of
4972		accounts receivable by a Foreign Subsidiary permitted by Section 6.05(c)(ii) and (C) the
4973		Specified Vendor Receivables Financing;

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4974		(iii) Indebtedness existing on the Restatement Date and set forth in Schedule 6.01 and
4975		extensions, renewals and replacements of any such Indebtedness that do not increase the
4976		outstanding principal amount as specified on such Schedule 6.01, plus any additional
4977		Indebtedness incurred to pay premiums (including tender premiums), accrued and unpaid interest,
4978		expenses, defeasance costs and fees in connection therewith, or result in an earlier maturity date
4979		or decreased weighted average life thereof;

4980		(iv) Permitted Unsecured Debt of the Parent Borrower; provided that the Total Net
4981		Leverage Ratio, on a pro forma basis after giving effect to the incurrence of such Permitted
4982		Unsecured Debt and recomputed as of the last day of the most recently ended fiscal quarter of
4983		Holdings for which financial statements are available, as if such incurrence (and any related
4984		repayment of Indebtedness) had occurred on the first day of the relevant period (provided that any
4985		incurrence of Permitted Unsecured Debt that occurs prior to the first testing period under Section
4986		6.13(a) shall be deemed to have occurred during such first testing period), is at least 0.25 less
4987		than is otherwise required pursuant to Section 6.13(a) at the time of such event;

4988		(v) Indebtedness of the Parent Borrower to any Subsidiary and of any Subsidiary to
4989		the Parent Borrower or any other Subsidiary; provided that Indebtedness of any Subsidiary that is
4990		not a Domestic Loan Party to the Parent Borrower or any Subsidiary Loan Party shall be subject
4991		to Section 6.04;

4992		(vi) Guarantees by the Parent Borrower of Indebtedness of any Subsidiary and by any
4993		Subsidiary of Indebtedness of the Parent Borrower or any other Subsidiary; provided that
4994		Guarantees by the Parent Borrower or any Subsidiary Loan Party of Indebtedness of any
4995		Subsidiary that is not a Domestic Loan Party shall be subject to Section 6.04;

4996		(vii) Guarantees by Holdings, the Parent Borrower or any Subsidiary, as the case may
4997		be, in respect of (A) any ~~Permitted Term Loan Refinancing Indebtedness, (B)~~ ~~any~~ Incremental
4998		Equivalent Debt or (CB) any Permitted Unsecured Debt; provided that none of Holdings, the
4999		Parent Borrower or any Subsidiary, as the case may be, shall Guarantee such Indebtedness unless
5000		it also has Guaranteed the Obligations pursuant to the Guarantee Agreement;

5001		(viii) Indebtedness of the Parent Borrower or any Subsidiary incurred to
5002		finance the acquisition, construction or improvement of any fixed or capital assets, including
5003		~~Capital~~Financing Lease Obligations and any Indebtedness assumed in connection with the
5004		acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition
5005		thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase
5006		the outstanding principal amount thereof or result in an earlier maturity date or decreased
5007		weighted average life thereof; provided that (A) such Indebtedness is incurred prior to or within
5008		~~180~~270 days after such acquisition or the completion of such construction or improvement and
5009		(B) the aggregate principal amount of Indebtedness permitted by this clause (ixviii) shall not
5010		exceed the greater of $60,000,000 and 5.5% of Consolidated Total Assets of Holdings (as of the
5011		date of incurrence of such Indebtedness) at any time outstanding;

5012		(ix) Indebtedness arising as a result of an Acquisition Lease Financing or any other
5013		sale and leaseback transaction permitted under Section 6.06;

5014		(x) Indebtedness of any Person that becomes a Subsidiary after the Restatement
5015		Date; provided that (A) such Indebtedness exists at the time such Person becomes a Subsidiary
5016		and is not created in contemplation of or in connection with such Person becoming a Subsidiary
5017		and (B) the aggregate principal amount of Indebtedness permitted by this clause (xix) shall not
5018		exceed $50,000,000 at any time outstanding, less the liquidation value of any outstanding
5019		Assumed Preferred Stock;

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5020		(xi) Indebtedness of Holdings, the Parent Borrower or any Subsidiary in respect of
5021		workers’ compensation claims, self-insurance obligations, performance bonds, surety appeal or
5022		similar bonds ~~and~~, completion guarantees and similar obligations provided by Holdings, the
5023		Parent Borrower and the Subsidiaries in the ordinary course of their business or consistent with
5024		past practice or industry practice;

5025		(xii) other ~~unsecured~~ Indebtedness of Holdings, the Parent Borrower or any
5026		Subsidiary in an aggregate principal amount not exceeding the greater of $35,000,000 and 3.5%
5027		of Consolidated Total Assets of Holdings (as of the date of incurrence of such Indebtedness) at
5028		any time outstanding, less the liquidation value of any applicable Qualified Holdings Preferred
5029		Stock issued and outstanding pursuant to clause (b) of the definition of Qualified Holdings
5030		Preferred Stock;

5031		(xiii) ~~secured~~ Indebtedness (which may be secured) of Foreign Subsidiaries in
5032		an aggregate amount not exceeding $~~130,000,000~~150,000,000 at any time outstanding~~, in each~~
5033		~~case in respect of Indebtedness of Foreign Subsidiaries~~;

5034		(xiv) Indebtedness arising from the honoring by a bank or other financial institution of
5035		a check, draft or similar instrument ~~inadvertently (except in the case of daylight overdrafts)~~ drawn
5036		against insufficient funds in the ordinary course of business; provided, however, that such
5037		Indebtedness is extinguished within ten Business Days of incurrence;

5038		(xv) Indebtedness arising in connection with endorsement of instruments for deposit
5039		in the ordinary course of business;

5040		(xvi) Indebtedness incurred in connection with (1) the financing of insurance
5041		premiums ~~in an aggregate amount at any time outstanding not to exceed the premiums owed~~
5042		~~under such policy, if applicable~~or (2) take-or-pay obligations contained in supply arrangements,
5043		in each case, in the ordinary course of business;

5044		(xvii) contingent obligations to financial institutions, in each case to the extent
5045		in the ordinary course of business and on terms and conditions which are within the general
5046		parameters customary in the banking industry (as determined in good faith by the Parent
5047		Borrower), entered into to obtain cash management services or deposit account overdraft
5048		protection services (in an amount similar to those offered for comparable services in the financial
5049		industry) or other services in connection with the management or opening of deposit accounts or
5050		incurred as a result of endorsement of negotiable instruments for deposit or collection purposes
5051		and other customary, contingent obligations of the Parent Borrower and its Subsidiaries incurred
5052		in the ordinary course of business;

5053		(xviii) unsecured guarantees by the Parent Borrower or any Subsidiary Loan
5054		Party of facility leases of any Loan Party;

5055		(xix) Indebtedness of the Parent Borrower or any Subsidiary Loan Party under
5056		Hedging Agreements with respect to interest rates, foreign currency exchange rates or commodity
5057		prices, in each casenot entered into for speculative purposes; provided that if such Hedging
5058		Agreements relate to interest rates, (A) such Hedging Agreements relate to payment obligations
5059		on Indebtedness otherwise permitted to be incurred by the Loan Documents and (B) the notional
5060		principal amount of such Hedging Agreements at the time incurred does not exceed the principal
5061		amount of the Indebtedness to which such Hedging Agreements relate;

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5062		(xx) secured or unsecured notes (such notes, “Incremental Equivalent Debt”);
5063		provided that (A) at the time of (and after giving effect to) the incurrence of any Incremental
5064		Equivalent Debt, the aggregate amount of all Incremental Equivalent Debt, together with the
5065		aggregate amount of all Incremental Revolving Commitments ~~and Incremental Term~~
5066		~~Commitments previously~~incurred after the Restatement Date (and prior to (or substantially
5067		simultaneously~~) established~~ with) the incurrence of such Incremental Equivalent Debt), shall not
5068		exceed the ~~greater~~sum of (1) $~~300,000,000~~200,000,000 and (2) an amount such that, after giving
5069		effect to the incurrence of such Incremental Equivalent Debt and the making of any other
5070		Indebtedness incurred substantially simultaneously therewith (and assuming in the case of any
5071		Incremental Revolving Commitments established substantially simultaneously therewith that such
5072		Incremental Revolving Commitments are fully drawn), the Senior Secured Net Leverage Ratio,
5073		calculated on a pro forma basis, is no greater than ~~2.50~~3.00 to 1.00 (it being understood that (i)
5074		indebtedness may be incurred under clause (2) prior to indebtedness being incurred under clause
5075		(1) and (ii) if indebtedness is incurred under clause (1) and/or Incremental Revolving
5076		Commitments are incurred under clause (A) of Section 2.21(a) on the same date that indebtedness
5077		is incurred under clause (2), then the Senior Secured Net Leverage Ratio for purposes of clause
5078		(2) will be calculated without giving regard to any incurrence on such date of indebtedness under
5079		clause (1) or any incurrence of Incremental Revolving Commitments under clause (A) of Section
5080		2.21(a)), (B) the incurrence of such Indebtedness shall be subject to clauses (i) through (iii) of
5081		Section 2.21(c) as if such Incremental Equivalent Debt were an Incremental ~~Term Loan or~~
5082		~~Incremental~~ Revolving Commitment, ~~as applicable~~, (C) such Indebtedness shall mature no earlier
5083		than 91 days after the Latest Maturity Date then in effect, (D) such Incremental Equivalent Debt
5084		shall not have a definition of “Change of Control” or “Change in Control” (or any other defined
5085		term having a similar purpose) that is materially more restrictive than the definition of Change of
5086		Control set forth herein and (E) such Incremental Equivalent Debt shall not be subject to a
5087		financial maintenance covenant more favorable to the holders thereof than those contained in the
5088		Loan Documents (other than for periods after the Latest Maturity Date then in effect); ~~and~~

5089		(xxi) unsecured Indebtedness ~~incurred by the Cequent Group on~~in an aggregate
5090		outstanding amount not to exceed the Net Proceeds received by Holdings after the Restatement
5091		Date ~~in order to pay a dividend~~from (A) cash contributions (other than from the Parent Borrower
5092		or a Subsidiary) to Holdings or (B) the issuance and sale of its Equity Interests (other than
5093		Disqualified Equity Interests and other than a sale to the Parent Borrower ~~in accordance with the~~
5094		~~Cequent Spin-off Agreement (the “Restatement Date Dividend”), so long as, after giving effect to~~
5095		~~the Cequent Spin-off, (x) none of Holdings or any of its Subsidiaries have any obligations or~~
5096		~~liabilities in respect of such Indebtedness and (y) the holders of such Indebtedness have no~~
5097		~~recourse to Holdings or any of its Subsidiaries in respect of such Indebtedness~~.or a Subsidiary);

5098		(xxii) Indebtedness in respect of obligations of the Parent Borrower or any
5099		Subsidiary to pay the deferred purchase price of goods or services or progress payments in
5100		connection with such goods and services; provided that such obligations are incurred in
5101		connection with open accounts extended by suppliers on customary trade terms in the ordinary
5102		course of business and not in connection with the borrowing of any money or any Hedging
5103		Agreements.

5104		(b) None of Holdings, the Parent Borrower~~, any Subsidiary Term Borrower~~ or any
5105		Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, issue any preferred stock or

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5106		other preferred Equity Interests, except (i) Qualified Holdings Preferred Stock, (ii) Assumed Preferred
5107		Stock and (iii) preferred stock or preferred Equity Interests held by Holdings, the Parent Borrower or any
5108		Subsidiary.

5109		SECTION 6.02 Liens. None of Holdings, the Parent Borrower~~, any Subsidiary Term~~
5110		~~Borrower~~ or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, create, incur,
5111		assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or
5112		assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof,
5113		except:

5114		(a) Liens created under the Loan Documents ~~and Liens in respect of any Permitted~~
5115		~~Term Loan Refinancing Indebtedness~~;

5116		(b) Permitted Encumbrances;

5117		(c) Liens in respect of the Permitted Receivables Financing and the Specified
5118		Vendor Receivables Financing;

5119		(d) any Lien on any property or asset of Holdings, the Parent Borrower or any
5120		Subsidiary existing on the Restatement Date and set forth in Schedule 6.02; provided that (i) such
5121		Lien shall not apply to any other property or asset of Holdings, the Parent Borrower or any
5122		Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the
5123		Restatement Date and extensions, renewals and replacements thereof that do not increase the
5124		outstanding principal amount thereof;

5125		(e) any Lien existing on any property or asset prior to the acquisition thereof by the
5126		Parent Borrower or any Subsidiary or existing on any property or asset of any Person that
5127		becomes a Subsidiary after the Restatement Date prior to the time such Person becomes a
5128		Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with
5129		such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall
5130		not apply to any other property or assets of the Parent Borrower or any Subsidiary and (iii) such
5131		Lien shall secure only those obligations which it secures on the date of such acquisition or the
5132		date such Person becomes a Subsidiary, as the case may be;

5133		(f) Liens on fixed or capital assets acquired, constructed or improved by, or in
5134		respect of ~~Capital~~Financing Lease Obligations of, the Parent Borrower or any Subsidiary;
5135		provided that (i) such security interests secure Indebtedness permitted by ~~clause (viii)~~ of Section
5136		6.01(a)(viii), (ii) such security interests and the Indebtedness secured thereby are incurred prior to
5137		or within ~~180~~270 days after such acquisition or the completion of such construction or
5138		improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring,
5139		constructing or improving such fixed or capital assets and (iv) such security interests shall not
5140		apply to any other property or assets of the Parent Borrower or any Subsidiary;

5141		(g) Liens, with respect to any Mortgaged Property, described in the applicable
5142		schedule of the title policy covering such Mortgaged Property;

5143		(h) Liens in respect of sales of accounts receivable by Foreign Subsidiaries permitted
5144		by Section 6.05(c)(ii);

-115-


5145		(i) other Liens securing liabilities permitted hereunder in an aggregate amount not
5146		exceeding ~~(i)~~ ~~in respect of consensual Liens, $20,000,000 and (ii)~~ ~~in respect of all such Liens,~~
5147		$40,000,000~~, in each case~~ at any time outstanding;

5148		(j) Liens in respect of Indebtedness permitted by Section 6.01(a)(xiii),; provided that
5149		the assets subject to such Liens are not located in the United States;

5150		(k) Liens, rights of setoff and other similar Liens existing solely with respect to cash
5151		and Permitted Investments on deposit in one or more accounts maintained by any Lender, in each
5152		case granted in the ordinary course of business in favor of such Lender with which such accounts
5153		are maintained, securing amounts owing to such Lender with respect to cash management and
5154		operating account arrangements, including those involving pooled accounts and netting
5155		arrangements; provided that, unless such Liens are non-consensual and arise by operation of law,
5156		in no case shall any such Liens secure (either directly or indirectly) the repayment of any
5157		Indebtedness for borrowed money;

5158		(l) licenses or sublicenses of Intellectual Property (as defined in the Security
5159		Agreement) granted by any Company in the ordinary course of business and not interfering in any
5160		material respect with the ordinary conduct of business of the Company;

5161		(m) the filing of UCC financing statements solely as a precautionary measure in
5162		connection with operating leases or consignment of goods;

5163		(n) Liens for the benefit of a seller deemed to attach solely to cash earnest money
5164		deposits in connection with a letter of intent or acquisition agreement with respect to a Permitted
5165		Acquisition;

5166		(o) Liens deemed to exist in connection with Investments permitted under Section
5167		6.04 that constitute repurchase obligations and in connection with related set-off rights;

5168		(p) Liens of a collection bank arising in the ordinary course of business under
5169		Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being
5170		collected upon;

5171		(q) Liens of sellers of goods to the Parent Borrower or any of its Subsidiaries arising
5172		under Article 2 of the UCC in effect in the relevant jurisdiction in the ordinary course of business,
5173		covering only the goods sold and covering only the unpaid purchase price for such goods and
5174		related expenses; ~~and~~

5175		(r) Liens with respect to property or assets of the Parent Borrower or any Subsidiary
5176		securing Incremental Equivalent Debt, provided that such Incremental Equivalent Debt shall be
5177		secured only by a Lien on the Collateral and on a pari passu or subordinated basis with the
5178		Obligations and shall be subject to a customary intercreditor agreement in form and substance
5179		reasonably satisfactory to the Administrative Agent.;

5180		(s) Liens on inventory or other goods and proceeds of any Person securing such
5181		Person’s obligations in respect of documentary letters of credit, bank guarantees or bankers’
5182		acceptances issued or created for the account of such Person to facilitate the purchase, shipment
5183		or storage of such inventory or goods;

-116-


5184		(t) pledges and deposits and other Liens made in the ordinary course of business to
5185		secure liability to insurance carriers;

5186		(u) leases or subleases, and non-exclusive licenses or sublicenses (including with
5187		respect to intellectual property) granted to others in the ordinary course of business;

5188		(v) any encumbrance or restriction (including put and call arrangements) with
5189		respect to Equity Interests of any joint venture or similar arrangement securing obligations of
5190		such joint venture or pursuant to any joint venture or similar agreement;

5191		(w) Liens that are contractual rights of set-off relating to purchase orders and other
5192		agreements entered into with customers, suppliers or service providers of the Parent Borrower or
5193		any Subsidiary in the ordinary course of business;

5194		(x) agreements to subordinate any interest of the Parent Borrower or any Subsidiary
5195		in any accounts receivable or other proceeds, in each case arising from inventory consigned by
5196		the Parent Borrower or any such Subsidiary pursuant to an agreement entered into in the ordinary
5197		course of business; and

5198		(y) Liens securing insurance premium financing arrangements; provided that such
5199		Liens are limited to the applicable unearned insurance premiums.

5200		SECTION 6.03 Fundamental Changes.

5201		(a) None of Holdings, the Parent Borrower~~, any Subsidiary Term Borrower~~ or any
5202		Foreign Subsidiary Borrower will, nor will they permit any other Person to merge into or consolidate with
5203		any of them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect
5204		thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Parent
5205		Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary
5206		may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any
5207		party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party (provided that, with respect to
5208		any such merger involving the ~~Subsidiary Term Borrowers or the~~ Foreign Subsidiary Borrowers, the
5209		surviving entity of such merger shall be a ~~Subsidiary Term Borrower or a~~ Foreign Subsidiary Borrower,
5210		as the case may be) and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or
5211		dissolve if the Parent Borrower determines in good faith that such liquidation or dissolution is in the best
5212		interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided that any
5213		such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger
5214		shall not be permitted unless also permitted by Section 6.04. Notwithstanding the foregoing, this Section
5215		6.03 shall not prohibit any Permitted Acquisition.

5216		(b) The Parent Borrower will not, and will not permit any of its Subsidiaries to,
5217		engage to any material extent in any business other than businesses of the type conducted by the Parent
5218		Borrower and its Subsidiaries on the Restatement Date and businesses reasonably related thereto.

5219		(c) Holdings will not engage in any business or activity other than (i) the ownership
5220		of all the outstanding shares of capital stock of the Parent Borrower, (ii) performing its obligations (A)
5221		under the Loan Documents, and (B) under the Permitted Receivables Financing, (iii) activities incidental
5222		thereto and to Holdings’ existence, (iv) activities related to the performance of all its obligations in
5223		respect of the Transactions, (v) performing its obligations under guarantees in respect of sale and
5224		leaseback transactions permitted by Section 6.06 and (vi) other activities (including the incurrence of
5225		Indebtedness and the issuance of its Equity Interests) that are permitted by this Agreement. Holdings will

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5226		not own or acquire any assets (other than shares of capital stock of the Parent Borrower and the Permitted
5227		Investments or incur any liabilities (other than liabilities imposed by law, including tax liabilities,
5228		liabilities related to its existence and permitted business and activities specified in the immediately
5229		preceding sentence).

5230		(d) The Receivables Subsidiary will not engage in any business or business activity
5231		other than the activities related to the Permitted Receivables Financing and its existence. The Receivables
5232		Subsidiary will not own or acquire any assets (other than the receivables subject to the Permitted
5233		Receivables Financing) or incur any liabilities (other than the liabilities imposed by law including tax
5234		liabilities, and other liabilities related to its existence and permitted business and activities specified in the
5235		immediately preceding sentence, including liabilities arising under the Permitted Receivables Financing).

5236		SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. None
5237		of the Parent Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to,
5238		purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned
5239		Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities
5240		(including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist
5241		any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any
5242		other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of
5243		transactions) any assets of any other Person constituting a business unit, except:

5244		(a) Permitted Investments;

5245		(b) investments existing pursuant to agreements existing on or made pursuant to,
5246		binding commitments existing on, on the Restatement Date and set forth on Schedule 6.04;

5247		(c) Permitted Acquisitions;

5248		(d) investments by the Parent Borrower and the Subsidiaries in their respective
5249		Subsidiaries that exist immediately prior to any applicable transaction; provided that (i) any such
5250		Equity Interests held by a Loan Party shall be pledged pursuant to the Pledge Agreement or any
5251		applicable Foreign Security Documents, as the case may be, to the extent required by this
5252		Agreement and (ii) the aggregate amount of investments (excluding any such investments, loans,
5253		advances and Guarantees to such Subsidiaries that are assumed and exist on the date any
5254		Permitted Acquisition is consummated and that are not made, incurred or created in
5255		contemplation of or in connection with such Permitted Acquisition) by Loan Parties in, and loans
5256		and advances by Loan Parties to, and Guarantees by Loan Parties of Indebtedness of, Subsidiaries
5257		that are not Domestic Loan Parties (or if Domestic Loan Parties, in respect of which the
5258		Administrative Agent has not received the documents required by clause (a) of the definition of
5259		Collateral and Guarantee Requirement) made after the Restatement Date shall not at any time
5260		exceed the greater of $100,000,000 and 10.0% of Consolidated Total Assets of Holdings (as of
5261		the date of the making of such investment);

5262		(e) loans or advances made by the Parent Borrower to any Subsidiary and made by
5263		any Subsidiary to the Parent Borrower or any other Subsidiary; provided that (i) any such loans
5264		and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to
5265		the Pledge Agreement or any applicable Foreign Security Documents, as the case may be, and (ii)
5266		the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan
5267		Parties shall be subject to the limitation set forth in clause (d) above;

5268		(f) Guarantees permitted by Section 6.01(a)(vii);

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5269		(g) investments arising as a result of ~~the~~any Permitted Receivables Financing or
5270		Specified Vendor Receivables Financing;

5271		(h) investments received in connection with the bankruptcy or reorganization of, or
5272		settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the
5273		ordinary course of business;

5274		(i) any investments in or loans to any other Person received as noncash
5275		consideration for sales, transfers, leases and other dispositions permitted by Section 6.05;

5276		(j) Guarantees by Holdings, the Parent Borrower and the Subsidiaries of leases
5277		entered into by any Subsidiary as lessee; provided that the amount of such Guarantees made by
5278		Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in
5279		clause (d) above;

5280		(k) extensions of credit in the nature of accounts receivable or notes receivable in the
5281		ordinary course of business;

5282		(l) loans or advances to employees made (i) in the ordinary course of business
5283		consistent with prudent business practice and not exceeding $5,000,000 in the aggregate
5284		outstanding at any one time;, (ii) in respect of payroll payments and expenses in the ordinary
5285		course of business and (iii) in connection with such Person’s purchase of Equity Interests of
5286		Holdings or any direct or indirect parent of Holdings solely to the extent that the amount of such
5287		loans and advances shall be contributed to Holdings in cash as common equity; provided that
5288		notwithstanding anything to the contrary in this Agreement, the amount of such cash contribution,
5289		to the extent of any such outstanding loan or advance, shall not be considered a cash contribution
5290		for any other purpose of this Agreement;

5291		(m) investments in the form of Hedging Agreements permitted under Section 6.07;

5292		(n) investments by the Parent Borrower or any Subsidiary in (i) the capital stock of a
5293		Receivables Subsidiary and (ii) other interests in a Receivables Subsidiary, in each case to the
5294		extent required by the terms of the Permitted Receivables Financing;

5295		(o) payroll, travel and similar advances to cover matters that are expected at the time
5296		of such advances ultimately to be treated as expenses for accounting purposes and that are made
5297		in the ordinary course of business;

5298		(p) Permitted Joint Venture and Foreign Subsidiary Investments;

5299		(q) investments, loans or advances in addition to those permitted by clauses (a)
5300		through (p) above not exceeding in the aggregate the greater of $100,000,000 and 10% of
5301		Consolidated Total Assets of Holdings (as of the date of the making of such investment, loan or
5302		advance) at any time outstanding;

5303		(r) investments made (i) in an amount not to exceed the Net Proceeds Not Otherwise
5304		Applied of any issuance of Equity Interests (other than Disqualified Equity Interests and other
5305		than any issuance to the Parent Borrower or a Subsidiary) in Holdings issued on or after ~~March~~
5306		~~31, 2015~~the Restatement Date or (ii) with Equity Interests in Holdings; ~~and~~

-119-


5307		(s) investments by the Parent Borrower or any Subsidiary in an aggregate amount
5308		not to exceed the Available Amount.;

5309		(t) investments received in compromise or resolution of litigation, arbitration or
5310		other disputes;

5311		(u) investments; provided that after giving effect to any such investment (and any
5312		Indebtedness incurred in connection therewith), the Total Net Leverage Ratio at the time of the
5313		making of such investment would be less than or equal to 3.00 to 1.00; and

5314		(v) additional investments; provided that the aggregate amount of investments made
5315		pursuant to this clause (v), together with the aggregate amount of Restricted Payments made
5316		pursuant to Section 6.08(a)(xiv) and the aggregate amount of payments of Indebtedness made
5317		pursuant to Section 6.08(b)(ix), during the period from the date 12 months prior to the date of the
5318		making of such investment (the “Investment Date”) through (and including) the Investment Date
5319		shall not exceed $25,000,000.

5320		SECTION 6.05 Asset Sales. None of Holdings, the Parent Borrower~~, any Subsidiary~~
5321		~~Term Borrower~~ or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, sell,
5322		transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will they
5323		permit any Subsidiary to issue any additional Equity Interest in such Subsidiary, except:

5324		(a) sales, transfers, leases and other dispositions of inventory, used or surplus
5325		equipment, obsolete, damaged or worn-out equipment or other ~~obsolete~~ assets, Permitted
5326		Investments and Investments referred to in Section 6.04(h) in the ordinary course of business;

5327		(b) sales, transfers and dispositions to the Parent Borrower or a Subsidiary; provided
5328		that any such sales, transfers or dispositions involving a Subsidiary that is not a Domestic Loan
5329		Party shall be made in compliance with Section 6.09;

5330		(c) (i) sales of accounts receivable and related assets pursuant to the Receivables
5331		Purchase Agreement, (ii) sales of accounts receivable and related assets by a Foreign Subsidiary
5332		pursuant to customary terms whereby recourse and exposure in respect thereof to any Foreign
5333		Subsidiary does not exceed at any time $~~50,000,000~~60,000,000 and (iii) sales of accounts
5334		receivables and related assets pursuant to the Specified Vendor Receivables Financing.

5335		(d) the creation of Liens permitted by Section 6.02 and dispositions as a result
5336		thereof;

5337		(e) sales or transfers that are permitted sale and leaseback transactions pursuant to
5338		Section 6.06;

5339		(f) sales and transfers that constitute part of an Acquisition Lease Financing;

5340		(g) Restricted Payments permitted by Section 6.08;

5341		(h) transfers and dispositions constituting investments permitted under Section 6.04;

5342		(i) sales, transfers and other dispositions of property identified on Schedule 6.05;
5343		~~and~~

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5344		(j) sales, transfers and other dispositions of assets (other than Equity Interests in a
5345		Borrower) that are not permitted by any other clause of this Section; provided that the aggregate
5346		fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this
5347		clause (j) shall not exceed ~~(i) 15% of the aggregate fair market value of all assets of the Parent~~
5348		~~Borrower (determined as of the end of its most recent fiscal year), including any Equity Interests~~
5349		~~owned by it, during any fiscal year of the Parent Borrower;~~ ~~provided~~ ~~that such amount shall be~~
5350		~~increased, in respect of the fiscal year ending on December 31, 2015, and each fiscal year~~
5351		~~thereafter by an amount equal to the total unused amount of such permitted sales, transfers and~~
5352		~~other dispositions for the immediately preceding fiscal year (without giving effect to the amount~~
5353		~~of any unused permitted sales, transfers and other dispositions that were carried forward to such~~
5354		~~preceding fiscal year) and (ii)~~ 35% of the aggregate fair market value of all assets of the Parent
5355		Borrower as of the Restatement Date, including any Equity Interests owned by it, during the term
5356		of this Agreement subsequent to the Restatement Date; ~~provided~~ ~~further~~ ~~that that with respect to~~
5357		~~any sale, transfer or other disposition of Equity Interests of a Subsidiary, (x) subject to clauses (i)~~
5358		~~and (ii) of the immediately preceding proviso, the aggregate fair market value of all such Equity~~
5359		~~Interests sold, transferred or otherwise disposed of in reliance upon this clause (j) shall not exceed~~
5360		~~$20 million and (y) any sale, transfer or other disposition of Equity Interests in a Subsidiary that~~
5361		~~is a Loan Party shall only be permitted if 100% of the Equity Interests of such Subsidiary owned~~
5362		~~by Holdings and any of its Subsidiaries are so sold, transferred or otherwise disposed;~~

5363		(k) any exchange of assets (including a combination of assets and Permitted
5364		Investments) for assets related to a Similar Business of comparable or greater market value or
5365		usefulness to the business of the Parent Borrower and its Subsidiaries, as a whole, as determined
5366		in good faith by the Parent Borrower;

5367		(l) foreclosure, condemnation, taking by eminent domain or any similar action with
5368		respect to any property or other asset of the Parent Borrower or any of its Subsidiaries;

5369		(m) the lease, assignment or sublease of any real or personal property in the ordinary
5370		course of business;

5371		(n) any grant in the ordinary course of any non-exclusive license, of patents,
5372		trademarks, know-how or any other intellectual property;

5373		(o) dispositions of receivables in connection with the compromise, settlement or
5374		collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and
5375		exclusive of factoring or similar arrangements;

5376		(p) any surrender, expiration or waiver of contract rights or the settlement, release,
5377		recovery on or surrender of contract, tort or other claims of any kind; and

5378		(q) the termination of a lease of real or personal property that is not necessary to the
5379		conduct of the business of the Parent Borrower and its Subsidiaries as a whole;

5380		provided that (x) all sales, transfers, leases and other dispositions permitted hereby (other than those
5381		permitted by ~~clause~~clauses (b), (o) and (q) above) shall be made for fair value and (y) all sales, transfers,
5382		leases and other dispositions permitted by clauses (i) and (j) above shall be for at least 75% cash
5383		consideration.; provided that the amount of (i) any secured liabilities (as shown on the Parent Borrower’s
5384		or a Subsidiary’s most recent balance sheet or in the notes thereto) of the Parent Borrower or a Subsidiary
5385		that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in
5386		connection with the transaction with such transferee, (ii) any notes or other obligations or other securities

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5387		or assets received by the Parent Borrower or such Subsidiary from such transferee that are converted by
5388		the Parent Borrower or such Subsidiary into cash within 180 days of the receipt thereof (to the extent of
5389		the cash received), and (iii) any Designated Non-Cash Consideration received by the Parent Borrower or
5390		any Subsidiary in such sale, transfer, lease and other disposition having an aggregate fair market value (as
5391		determined in good faith by the Parent Borrower), taken together with all other Designated Non-Cash
5392		Consideration received pursuant to this clause (v) that is at that time outstanding, not to exceed the greater
5393		of $25,000,000 and 2.5% of Consolidated Total Assets of Holdings (as of the date of such disposition)
5394		(with the fair market value of each item of Designated Non-Cash Consideration being measured at the
5395		time received and without giving effect to subsequent changes in value), shall be deemed to be cash for
5396		the purposes of this provision.

5397		SECTION 6.06 Sale and Leaseback Transactions. None of Holdings, the Parent
5398		Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower will, nor will they permit
5399		any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any
5400		property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and
5401		thereafter rent or lease such property or other property that it intends to use for substantially the same
5402		purpose or purposes as the property sold or transferred, except for (a) any such sale of any fixed or capital
5403		assets (other than any such transaction to which (b) or (c) below is applicable) that is made for cash
5404		consideration in an amount not less than the cost of such fixed or capital asset in an aggregate amount less
5405		than or equal to $20,000,000, so long as the ~~Capital~~Financing Lease Obligations associated therewith are
5406		permitted by Section 6.01(a)(viii), (b) in the case of property owned as of or after the Restatement Date,
5407		any such sale of any fixed or capital assets that is made for cash consideration in an aggregate amount not
5408		less than the fair market value of such fixed or capital assets not to exceed $35,000,000 in the aggregate,
5409		in each case, so long as the ~~Capital~~Financing Lease Obligations (if any) associated therewith are
5410		permitted by Section 6.01(a)(viii) and (c) any Acquisition Lease Financing.

5411		SECTION 6.07 Hedging Agreements. None of Holdings, the Parent Borrower~~, any~~
5412		~~Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary
5413		to, enter into any Hedging Agreement, other than Hedging Agreements entered into in the ordinary course
5414		of business and which are not speculative in nature to hedge or mitigate risks to which the Parent
5415		~~Borrower, any Subsidiary Term~~ Borrower, any Foreign Subsidiary Borrower or any other Subsidiary is
5416		exposed in the conduct of its business or the management of its assets or liabilities (including Hedging
5417		Agreements that effectively cap, collar or exchange interest rates (from fixed to floating rates, from one
5418		floating rate to another floating rate or otherwise)).

5419		SECTION 6.08 Restricted Payments; Certain Payments of Indebtedness.

5420		(a) None of Holdings, the Parent Borrower~~, any Subsidiary Term Borrower~~ or any
5421		Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, declare or make, or agree to
5422		pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
5423		otherwise) to do so, except:

5424		(i) Holdings may declare and pay dividends with respect to its Equity Interests
5425		payable solely in additional Equity Interests in Holdings;

5426		(ii) Subsidiaries may declare and pay dividends ratably with respect to their capital
5427		stock;

5428		(iii) the Parent Borrower may make payments to Holdings to permit it to make, and
5429		Holdings may make, Restricted Payments~~, not exceeding $5,000,000 from and after the~~
5430		~~Restatement Date, in each case~~ pursuant to and in accordance with stock option plans, equity

-122-


5431		purchase programs or agreements or other benefit plans, in each case for ~~management or~~
5432		~~employees~~any future, present or former ~~employees~~employee, director, officer or consultant of the
5433		Parent Borrower and the Subsidiaries; provided that the aggregate Restricted Payments made
5434		under this clause (iii) do not exceed $5,000,000 in any calendar year, with unused amounts in any
5435		calendar year being permitted to be carried over to the next succeeding calendar year (but not to
5436		any subsequent calendar year); provided, further, however, that such amount in any calendar year
5437		may be increased by an amount not to exceed:

5438		(a) the Net Proceeds Not Otherwise Applied received by Holdings from the
5439		sale of Equity Interests of Holdings or any direct or indirect parent of Holdings (to the
5440		extent contributed to Holdings) to employees, directors, officers or consultants of
5441		Holdings, the Parent Borrower or the Subsidiaries that occurs after the Restatement Date,
5442		plus

5443		(b) the cash proceeds of key man life insurance policies received by the
5444		Parent Borrower or any direct or indirect parent of the Parent Borrower (to the extent
5445		contributed to the Parent Borrower) or the Subsidiaries after the Restatement Date;

5446		provided that the Parent Borrower may elect to apply all or any portion of the aggregate increase
5447		contemplated by clauses (a) and (b) above in any calendar year; and provided, further, that
5448		cancellation of Indebtedness owing to the Parent Borrower or any Subsidiary from any present or
5449		former employees, directors, officers or consultants of the Parent Borrower, any Subsidiary or
5450		any direct or indirect parent of the Parent Borrower in connection with a repurchase of Equity
5451		Interests of the Parent Borrower or any of its direct or indirect parents will not be deemed to
5452		constitute a Restricted Payment for purposes of this covenant or any other provision of this
5453		Agreement;

5454		(iv) the Parent Borrower may make Permitted Tax Distributions to Holdings or any
5455		other direct or indirect equity owners of the Parent Borrower;

5456		(v) the Parent Borrower may pay dividends to Holdings at such times and in such
5457		amounts as shall be necessary to permit Holdings to discharge and satisfy its obligations that are
5458		permitted hereunder (including (A) state and local taxes and other governmental charges, and
5459		administrative and routine expenses required to be paid by Holdings in the ordinary course of
5460		business and (B) cash dividends payable by Holdings in respect of Qualified Holdings Preferred
5461		Stock issued pursuant to clauses (b) and (c) of the definition thereof; provided that dividends
5462		payable by the Parent Borrower to Holdings pursuant to this clause (v) in order to satisfy cash
5463		dividends payable by Holdings in respect of Qualified Holdings Preferred Stock issued pursuant
5464		to clause (c) of the definition thereof ~~may only be made with Excess Cash Flow not otherwise~~
5465		~~required to be used to prepay Term Loans pursuant to Section 2.11(d)) (without duplication of~~
5466		~~amounts used pursuant to Section 6.08(a)(vii) or amounts included in~~ shall be in an amount not to
5467		exceed the Available Amount ~~and used pursuant to Sections 6.04(s) or 6.08(b)(vii))~~;

5468		(vi) the Parent Borrower may make payments to Holdings to permit it to make, and
5469		Holdings may make payments permitted by Section 6.09(d); provided that, at the time of such
5470		payment and after giving effect thereto, no Default or Event of Default shall have occurred and be
5471		continuing and Holdings and the Parent Borrower are in compliance with Section 6.12; provided,
5472		further, that any payments that are prohibited because of the immediately preceding proviso shall
5473		accrue and may be made as so accrued upon the curing or waiver of such Default, Event of
5474		Default or noncompliance;

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5475		(vii) the Parent Borrower may make payments to Holdings to permit it to make, and
5476		Holdings may make, Restricted Payments in ~~respect of the repurchase, retirement or other~~
5477		~~acquisition of Equity Interests in Holdings using the portion of Excess Cash Flow not subject to~~
5478		~~mandatory prepayment pursuant to Section 2.11(d) (without duplication of amounts used pursuant~~
5479		~~to Section 6.08(a)(v) or amounts included in the Available Amount and used pursuant to Sections~~
5480		~~6.04(s) or 6.08(b)(vii));~~ an amount equal to the Available Amount; provided that at the time of
5481		such Restricted Payment and after giving effect thereto, (i) no Default or Event of Default shall
5482		have occurred and be continuing and (ii) at the time of such Restricted Payment and after giving
5483		effect thereto and to the incurrence of any Indebtedness in connection therewith, Holdings and the
5484		Parent Borrower shall be in pro forma compliance with the financial covenants set forth in
5485		Sections 6.12 and 6.13;

5486		(viii) the Parent Borrower may make payments to Holdings to permit it to
5487		make, and Holdings may make, Restricted Payments; provided that ~~(x)~~ if after giving effect to
5488		such Restricted Payments (and any Indebtedness incurred in connection therewith), the Total Net
5489		Leverage Ratio at the time of the making of such payments (the date of the making of such
5490		payments, the “RP Date”) would be (1) less than or equal to 2.25 to 1.00 ~~but greater than 2.00 to~~
5491		~~1.00, the aggregate~~, there shall be no limit on the amount of Restricted Payments made pursuant
5492		to this clause (viii) ~~during the period from the date 12 months prior to the RP Date through (and~~
5493		~~including) the RP Date (such period, the “RP Period”) shall not exceed $125,000,000~~, (2) less
5494		than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00, the aggregate amount of Restricted
5495		Payments made pursuant to this clause (viii) ~~during the~~ , together with the aggregate amount of
5496		payments of Indebtedness made pursuant to Section 6.08(b)(viii), during the period from the date
5497		12 months prior to the RP Date through (and including) the RP Date (such period, the “RP
5498		Period”) shall not exceed $100,000,000, (3) less than or equal to 3.25 to 1.00 but greater than
5499		2.75 to 1.00, the aggregate amount of Restricted Payments made pursuant to this clause (viii),
5500		together with the aggregate amount of payments of Indebtedness made pursuant to Section
5501		6.08(b)(viii), during the RP Period shall not exceed $50,000,000 and (4) greater than 3.25 to 1.00,
5502		~~the aggregate amount of~~no Restricted Payments may be made pursuant to this clause (viii) ~~during~~
5503		~~the RP Period shall not exceed $25,000,000~~; provided further that at the time of any payment
5504		pursuant to this clause (viii), no Default or Event of Default shall have occurred and be
5505		continuing; ~~and~~

5506		(ix) the Parent Borrower ~~and Holdings~~ may make payments to Holdings to permit it
5507		to make Restricted Payments ~~necessary in order to effect the Cequent Spin-off.~~in an amount not
5508		to exceed the Net Proceeds Not Otherwise Applied of any issuance of Equity Interests in
5509		Holdings issued on or after the Restatement Date (other than an issuance to the Parent Borrower
5510		or a Subsidiary and other than an issuance of Disqualified Equity Interests);

5511		(x) the making of any Restricted Payment shall be permitted within 60 days after the
5512		date of declaration thereof if at the date of declaration such Restricted Payment would have
5513		complied with the provisions of this Agreement;

5514		(xi) (i) the Parent Borrower may make payments to Holdings to permit it to purchase,
5515		redeem, defease, or otherwise acquire or retire for value its common stock in an amount not to
5516		exceed $75,000,000 and (ii) the Parent Borrower may make payments to Holdings to permit it to
5517		pay dividends on its common stock in an amount not to exceed, per annum, the greater of
5518		$20,000,000 and 2.0% of Market Capitalization;

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5519		(xii) the Parent Borrower and any Subsidiaries may pay or distribute Receivables
5520		Fees;

5521		(xiii) Holdings, the Parent Borrower and any Subsidiary may make Restricted
5522		Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the
5523		exercise of options or warrants or upon the conversion or exchange of Equity Interests of any
5524		such Person; and

5525		(xiv)the Parent Borrower may make payments to Holdings to permit it to make, and
5526		Holdings may make, Restricted Payments; provided that the aggregate amount of such Restricted
5527		Payments, together with the aggregate amount of payments of Indebtedness made pursuant to
5528		Section 6.08(b)(ix) and the aggregate amount of investments made pursuant to Section 6.04(v),
5529		during the RP Period shall not exceed $25,000,000; provided further that at the time of any
5530		payment pursuant to this clause (xiv), no Default or Event of Default shall have occurred and be
5531		continuing.

5532		(b) None of Holdings, the Parent Borrower~~, any Subsidiary Term Borrower~~ or any
5533		Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, make or agree to pay or make,
5534		directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of
5535		or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether
5536		in cash, securities or other property), including any sinking fund or similar deposit, on account of the
5537		purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:

5538		(i) payment of Indebtedness created under the Loan Documents;

5539		(ii) payment of regularly scheduled interest and principal payments as and when due
5540		in respect of any Indebtedness, other than payments in respect of subordinated Indebtedness
5541		prohibited by the subordination provisions thereof;

5542		(iii) refinancings of Indebtedness to the extent permitted by Section 6.01;

5543		(iv) payment of secured Indebtedness ~~out of~~;

5544		~~the proceeds of any sale or transfer of the property or assets securing such~~
5545		~~Indebtedness;~~(v) the making of any payment within 60 days of the giving of irrevocable
5546		notice in respect thereof shall be permitted if at the time of the giving of such irrevocable notice,
5547		such payment would have complied with the provisions of this Agreement;

5548		~~(v) [reserved];~~

5549		(vi) payments of Indebtedness with the Net Proceeds Not Otherwise Applied of an
5550		issuance of Equity Interests in Holdings~~; and~~ issued on or after the Restatement Date (other than
5551		an issuance to the Parent Borrower or a Subsidiary and other than an issuance of Disqualified
5552		Equity Interests);

5553		(vii) payments of Indebtedness in an amount equal to the Available Amount; provided
5554		that at the time of such payment and after giving effect thereto, (i) no Default or Event of Default
5555		shall have occurred and be continuing and (ii) at the time of such payment and after giving effect
5556		thereto and to the incurrence of any Indebtedness in connection therewith, the Total Net Leverage
5557		Ratio is not greater than ~~2.00~~3.50 to 1.00.;

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5558		(viii) payments of Indebtedness; provided that if after giving effect to such
5559		payments (and any Indebtedness incurred in connection therewith), the Total Net Leverage Ratio
5560		at the time of the making of such payments (the date of the making of such payments, the “Debt
5561		Repayment Date”) would be (1) less than or equal to 2.25 to 1.00, there shall be no limit on the
5562		amount of payments made pursuant to this clause (viii), (2) less than or equal to 2.75 to 1.00, but
5563		greater than 2.25 to 1.00, the aggregate amount of payments made pursuant to this clause (viii),
5564		together with the aggregate amount of Restricted Payments made pursuant to Section
5565		6.08(a)(viii), during the period from the date 12 months prior to the Debt Repayment Date
5566		through (and including) the Debt Repayment Date (such period, the “Debt Repayment Period”)
5567		shall not exceed $100,000,000, (3) less than or equal to 3.25 to 1.00 but greater than 2.75 to 1.00,
5568		the aggregate amount of payments of Indebtedness made pursuant to this clause (viii), together
5569		with the aggregate amount of Restricted Debt Payments made pursuant to Section 6.08(a)(viii),
5570		during the Debt Repayment Period shall not exceed $50,000,000 and (4) greater than 3.25 to 1.00,
5571		no payments of Indebtedness may be made pursuant to this clause (viii); provided further that at
5572		the time of any payment pursuant to this clause (viii), no Default or Event of Default shall have
5573		occurred and be continuing; and

5574		(ix) payments of Indebtedness; provided that the aggregate amount of such payments,
5575		together with the aggregate amount of Restricted Payments made pursuant to Section 6.08(a)(xiv)
5576		and the aggregate amount of investments made pursuant to Section 6.04(v), during the Debt
5577		Repayment Period shall not exceed $25,000,000; provided further that at the time of any payment
5578		pursuant to this clause (ix), no Default or Event of Default shall have occurred and be continuing.

5579		(c) None of Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will,
5580		nor will they permit any Subsidiary to, enter into or be party to, or make any payment under, any
5581		Synthetic Purchase Agreement unless (i) in the case of any Synthetic Purchase Agreement related to any
5582		Equity Interest of Holdings, the payments required to be made by Holdings are limited to amounts
5583		permitted to be paid under Section 6.08(a), (ii) in the case of any Synthetic Purchase Agreement related to
5584		any Restricted Indebtedness, the payments required to be made by Holdings, the Parent Borrower or the
5585		Subsidiaries thereunder are limited to the amount permitted under Section 6.08(b) and (iii) in the case of
5586		any Synthetic Purchase Agreement, the obligations of Holdings, the Parent Borrower and the Subsidiaries
5587		thereunder are subordinated to the Obligations on terms satisfactory to the Required Lenders.

5588		SECTION 6.09 Transactions with Affiliates. None of Holdings, the Parent Borrower,
5589		~~any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower will, nor will they permit any
5590		Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise
5591		acquire any property or assets from, or otherwise engage in any other transactions with, any of its
5592		Affiliates, except:

5593		(a) transactions that are at prices and on terms and conditions not less favorable to
5594		the Parent Borrower or such Subsidiary than could be obtained on an arm’s-length basis from
5595		unrelated third parties;

5596		(b) transactions between or among the Parent Borrower and the Subsidiaries not
5597		involving any other Affiliate (to the extent not otherwise prohibited by other provisions of this
5598		Agreement);

5599		(c) any Restricted Payment permitted by Section 6.08; ~~and~~

5600		(d) transactions pursuant to agreements in effect on the Restatement Date and listed
5601		on Schedule 6.09 (provided that this clause (d) shall not apply to any extension, or renewal of, or

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5602		any amendment or modification of such agreements that is less favorable to the Parent Borrower
5603		or the applicable Subsidiaries, as the case may be).;

5604		(e) payments or loans (or cancellations of loans) to officers, directors, employees or
5605		consultants which are approved by a majority of the board of directors of Holdings in good faith;

5606		(f) the issuance of Equity Interests (other than Disqualified Equity Interests) of
5607		Holdings to any Person;

5608		(g) the issuances of securities or other payments, awards or grants in cash, securities
5609		or otherwise pursuant to, the funding of, or the making of payments pursuant to, employment,
5610		consulting and service agreements and arrangements, stock option and stock ownership plans,
5611		long-term incentive plans or similar employee or director benefit plans approved by the board of
5612		directors of Holdings or any direct or indirect parent of Holdings or the board of directors of the
5613		Parent Borrower or a Subsidiary, as appropriate, in good faith;

5614		(h) any contribution to the capital of Holdings;

5615		(i) transactions between Holdings, the Parent Borrower or any Subsidiary, on the
5616		one hand, and any Person, on the other hand, a director of which is also a director of Holdings or
5617		any direct or indirect parent of Holdings; provided that such director abstains from voting as a
5618		director of Holdings or such direct or indirect parent, as the case may be, on any matter involving
5619		such other Person; and

5620		(j) any employment agreements or any similar or related agreements entered into by
5621		Holdings, the Parent Borrower or any Subsidiary, in each case in the ordinary course of business.

5622		SECTION 6.10 Restrictive Agreements. None of Holdings, the Parent Borrower~~, any~~
5623		~~Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary
5624		to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that
5625		prohibits, restricts or imposes any condition upon (a) the ability of Holdings, the Parent Borrower or any
5626		Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability
5627		of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or
5628		to make or repay loans or advances to the Parent Borrower or any other Subsidiary or to Guarantee
5629		Indebtedness of the Parent Borrower or any other Subsidiary; provided that (i) the foregoing shall not
5630		apply to restrictions and conditions imposed by law, rule, regulation or order or by any Loan Document,
5631		Permitted Receivables Document or any Specified Vendor Receivables Financing Document that are
5632		customary, in the reasonable judgment of the board of directors thereof, for the market in which such
5633		Indebtedness is issued so long as such restrictions do not prevent, impede or impair (x) the creation of
5634		Liens and Guarantees in favor of the Lenders under the Loan Documents or (y) the satisfaction of the
5635		obligations of the Loan Parties under the Loan Documents, (ii) the foregoing shall not apply to
5636		restrictions and conditions existing on the Restatement Date identified on Schedule 6.10 ~~(but shall apply~~
5637		~~to any extension or renewal of, or any amendment or modification expanding the scope of, any such~~
5638		~~restriction or condition)~~, (iii) the foregoing shall not apply to customary restrictions and conditions
5639		contained in agreements relating to the sale of a Subsidiary pending such sale; provided, further, that such
5640		restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted
5641		hereunder ~~and~~, (iv) clause (a) of the foregoing shall not apply to (A) restrictions or conditions imposed by
5642		any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or
5643		conditions apply only to the property or assets securing such Indebtedness and (B) customary provisions
5644		in leases and other agreements restricting the assignment thereof., (v) the foregoing shall not apply to any
5645		agreement or other instrument of a Person acquired by the Parent Borrower or any Subsidiary which was

-127-


5646		in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or
5647		any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance
5648		or restriction is not applicable to any Person, or the properties or assets of any Person, other than the
5649		Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, (vi)
5650		the foregoing shall not apply to customary restrictions on cash or other deposits or net worth required by
5651		customers under contracts entered into in the ordinary course of business, (vii) the foregoing shall not
5652		apply to customary provisions in joint venture agreements, partnership agreements, limited liability
5653		company agreements and similar agreements required in connection with the entering into of such
5654		transaction and (viii) any prohibition or restrictions of the type referred to in clauses (a) or (b) above
5655		imposed by amendments, modifications, restatements, renewals, increases, supplements, refundings,
5656		replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through
5657		(vii) above shall be permitted; provided that such amendments, modifications, restatements, renewals,
5658		increases, supplements, refundings, replacements or refinancings do not expand the scope of any such
5659		prohibition or restriction from that originally set forth in the contract, instrument or obligation referred to
5660		in clauses (i) through (vii) above.

5661		SECTION 6.11 Amendment of Material Documents. None of Holdings, the Parent
5662		Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower will, nor will they permit
5663		any Subsidiary (including the Receivables Subsidiary) to, amend, restate, modify or waive any of its
5664		rights under (a) its certificate of incorporation, by-laws or other organizational documents, and (b) any
5665		Material Agreement or other agreements (including joint venture agreements), in each case to the extent
5666		such amendment, restatement, modification or waiver is adverse to the Lenders in any material respect (it
5667		being agreed that the addition or removal of Loan Parties from participation in a Permitted Receivables
5668		Financing or Specified Vendor Receivables Financing shall not constitute an amendment, modification or
5669		waiver of the Receivables Purchase Agreement, Receivables Transfer Agreement or any Specified
5670		Vendor Receivables Financing Document that is adverse to the Lenders).

5671		SECTION 6.12 Interest Expense Coverage Ratio. Neither Holdings nor the Parent
5672		Borrower will permit the Interest Expense Coverage Ratio, in each case as of the last day of any period of
5673		four consecutive fiscal quarters ending after the Restatement Date, to be less than 3.00 to 1.00.

5674		SECTION 6.13 Total Net Leverage Ratio; Senior Secured Net Leverage Ratio. (a)
5675		Neither Holdings nor the Parent Borrower will permit the ~~Leverage~~ Total Net Leverage Ratio as of the
5676		last day of any fiscal quarter ending after the Restatement Date to exceed 4.00 to 1.00; provided that
5677		during a Covenant Holiday Period, neither Holdings nor the Parent Borrower will permit the Total Net
5678		Leverage Ratio as of the last day of any fiscal quarter ending during such Covenant Holiday Period to
5679		exceed 4.50 to 1.00 and (b) neither Holdings nor the Parent Borrower will permit the Senior Secured Net
5680		Leverage Ratio as of the last day of any fiscal quarter ending after the Restatement Date to exceed 3.50 to
5681		1.00; provided that during a Covenant Holiday Period, neither Holdings nor the Parent Borrower will
5682		permit the Senior Secured Net Leverage Ratio as of the last day of any fiscal quarter ending during such
5683		Covenant Holiday Period to exceed 4.00 to 1.00.

5684		SECTION 6.14 Use of Proceeds. No Parent Borrower~~, Subsidiary Term Borrower~~ or
5685		Foreign Subsidiary Borrower will request any Borrowing or Letter of Credit, and no Parent Borrower,
5686		~~Subsidiary Term Borrower~~ or Foreign Subsidiary Borrower shall use, and shall procure that ~~its~~their
5687		Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the
5688		proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or
5689		authorization of the payment or giving of money, or anything else of value, to any Person in violation of
5690		any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities,
5691		business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such

-128-


5692		activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation
5693		incorporated in the United States or in a European Union member state or (C) in any manner that would
5694		result in the violation of any Sanctions applicable to any party hereto.

5695		ARTICLE VII
5696
5697		Events of Default

5698		If any of the following events (“Events of Default”) shall occur:

5699		(a) the Parent Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary
5700		Borrower shall fail to (i) pay any principal of any Loan or any reimbursement obligation in
5701		respect of any LC Disbursement when and as the same shall become due and payable, whether at
5702		the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) provide cash
5703		collateral when and as the same shall be required by Section 2.05(k);

5704		(b) the Parent Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary
5705		Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an
5706		amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan
5707		Document, when and as the same shall become due and payable, and such failure shall continue
5708		unremedied for a period of five Business Days;

5709		(c) any representation or warranty made or deemed made by or on behalf of
5710		Holdings, the Parent ~~Borrower, any Subsidiary Term~~ Borrower, any Foreign Subsidiary Borrower
5711		or any Subsidiary in or in connection with any Loan Document or any amendment or
5712		modification thereof or waiver thereunder, or in any report, certificate, financial statement or
5713		other document furnished pursuant to or in connection with any Loan Document or any
5714		amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in
5715		any material respect when made or deemed made;

5716		(d) Holdings, the Parent Borrower~~, any Subsidiary Term Borrower~~ or any Foreign
5717		Subsidiary Borrower shall fail to observe or perform any covenant, condition or agreement
5718		contained in Section 5.02, 5.04(a) (with respect to the existence of Holdings, the Parent
5719		Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower and ownership of
5720		the ~~Subsidiary Term Borrowers and the~~ Foreign Subsidiary Borrowers), 5.04(b) or 5.11 or in
5721		Article VI;

5722		(e) any Loan Party shall fail to observe or perform any covenant, condition or
5723		agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of
5724		this Article), and such failure shall continue unremedied for a period of 30 days after the earlier of
5725		(x) notice thereof from the Administrative Agent to the Parent Borrower (which notice will be
5726		given at the request of any Lender) and (y) the date on which the President, a Vice President or a
5727		Financial Officer of the Parent Borrower becomes aware of such failure;

5728		(f) Holdings, the Parent Borrower or any Subsidiary shall fail to make any payment
5729		(whether of principal, interest or other payment obligations) in respect of any Material
5730		Indebtedness, when and as the same shall become due and payable after giving effect to any
5731		applicable grace period with respect thereto;

5732		(g) any event or condition occurs that results in any Material Indebtedness becoming
5733		due prior to its scheduled maturity or that enables or permits the holder or holders of any Material

-129-


5734		Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to
5735		become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to
5736		its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that
5737		becomes due as a result of the voluntary sale or transfer of the property or assets securing such
5738		Indebtedness;

5739		(h) an involuntary proceeding shall be commenced or an involuntary petition shall be
5740		filed seeking (i) liquidation, reorganization or other relief in respect of Holdings, the Parent
5741		~~Borrower, any Subsidiary Term~~ Borrower, any Foreign Subsidiary Borrower or any Subsidiary or
5742		its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy,
5743		insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a
5744		receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Parent
5745		Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such
5746		proceeding or petition shall continue undismissed for 60 days or an order or decree approving or
5747		ordering any of the foregoing shall be entered;

5748		(i) Holdings, the Parent Borrower or any Subsidiary shall (i) voluntarily commence
5749		any proceeding or file any petition seeking liquidation, reorganization or other relief under any
5750		Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
5751		effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any
5752		proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the
5753		appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for
5754		Holdings, the Parent Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an
5755		answer admitting the material allegations of a petition filed against it in any such proceeding, (v)
5756		make a general assignment for the benefit of creditors or (vi) take any action for the purpose of
5757		effecting any of the foregoing;

5758		(j) Holdings, the Parent Borrower or any Subsidiary shall become unable, admit in
5759		writing in a court proceeding its inability or fail generally to pay its debts as they become due;

5760		(k) one or more judgments for the payment of money in an aggregate amount in
5761		excess of $~~25,000,000~~50,000,000 shall be rendered against Holdings, the Parent Borrower, any
5762		Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30
5763		consecutive days during which execution shall not be effectively stayed, or any action shall be
5764		legally taken by a judgment creditor to attach or levy upon any assets of Holdings, the Parent
5765		Borrower or any Subsidiary to enforce any such judgment;

5766		(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders,
5767		when taken together with all other ERISA Events that have occurred, could reasonably be
5768		expected to result in a Material Adverse Effect;

5769		(m) any Lien covering property having a book value or fair market value of
5770		$~~1,000,000~~5,000,000 or more purported to be created under any Security Document shall cease to
5771		be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral,
5772		except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction
5773		permitted under the Loan Documents or (ii) as a result of the Administrative Agent’s failure to
5774		maintain possession of any stock certificates, promissory notes or other instruments delivered to it
5775		under the Pledge Agreement;

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5776		(n) the Guarantee Agreement or any other Loan Document (other than a Security
5777		Document) shall cease to be, or shall have been asserted in writing by any Loan Party not to be,
5778		in full force and effect in accordance with its terms;

5779		(o) the Parent Borrower, Holdings or any Subsidiary shall challenge the
5780		subordination provisions of the Subordinated Debt or assert that such provisions are invalid or
5781		unenforceable or that the Obligations of the Parent Borrower~~, any Subsidiary Term Borrower~~ or
5782		any Foreign Subsidiary Borrower, or the Obligations of Holdings or any Subsidiary under the
5783		Guarantee Agreement, are not senior Indebtedness under the subordination provisions of the
5784		Subordinated Debt, or any court, tribunal or government authority of competent jurisdiction shall
5785		judge the subordination provisions of the Subordinated Debt to be invalid or unenforceable or
5786		such Obligations to be not senior Indebtedness under such subordination provisions or otherwise
5787		cease to be, or shall be asserted not to be, legal, valid and binding obligations of the parties
5788		thereto, enforceable in accordance with their terms; or

5789		(p) a Change in Control shall occur;

5790		then, and in every such event (other than an event with respect to the Parent Borrower~~, any Subsidiary~~
5791		~~Term Borrower~~ or any Foreign Subsidiary Borrower described in clause (h) or (i) of this Article), and at
5792		any time thereafter during the continuance of such event, the Administrative Agent may, and at the
5793		request of the Required Lenders shall, by notice to the Parent Borrower (on behalf of itself~~, the Subsidiary~~
5794		~~Term Borrowers~~ and the Foreign Subsidiary Borrowers), take either or both of the following actions, at
5795		the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall
5796		terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in
5797		part, in which case any principal not so declared to be due and payable may thereafter be declared to be
5798		due and payable), and thereupon the principal of the Loans so declared to be due and payable, together
5799		with accrued interest thereon and all fees and other obligations of the Parent Borrower~~, any Subsidiary~~
5800		~~Term Borrower~~ or any Foreign Subsidiary Borrower accrued hereunder, shall become due and payable
5801		immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby
5802		waived by the Parent Borrower~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers;
5803		and in case of any event with respect to the Parent ~~Borrower, any Subsidiary Term~~ Borrower or any
5804		Foreign Subsidiary Borrower described in clause (h) or (i) of this Article, the Commitments shall
5805		automatically terminate and the principal of the Loans then outstanding, together with accrued interest
5806		thereon and all fees and other obligations of the Parent Borrower~~, any Subsidiary Term Borrower~~ or any
5807		Foreign Subsidiary Borrower accrued hereunder, shall automatically become due and payable, without
5808		presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Parent
5809		Borrower~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers.

5810		ARTICLE VIII
5811
5812		The Agents

5813		Each of the Lenders and the Issuing Bank hereby irrevocably appoints the each of the
5814		Administrative Agent (it being understood that reference in this Article VIII to the Administrative Agent
5815		shall be deemed to include the Collateral Agent) and the Foreign Currency Agent as its agent and
5816		authorizes each of the Administrative Agent and the Foreign Currency Agent to take such actions on its
5817		behalf and to exercise such powers as are delegated to the Administrative Agent or the Foreign Currency
5818		Agent, as applicable, by the terms of the Loan Documents, together with such actions and powers as are
5819		reasonably incidental thereto.

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5820		Each of the banks serving as the Administrative Agent and the Foreign Currency Agent
5821		hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may
5822		exercise the same as though it were not the Administrative Agent or the Foreign Currency Agent, as
5823		applicable, and each such bank and its Affiliates may accept deposits from, lend money to and generally
5824		engage in any kind of business with Holdings, the Parent Borrower or any Subsidiary or other Affiliate
5825		thereof as if it were not the Administrative Agent or the Foreign Currency Agent, as applicable,
5826		hereunder.

5827		The Administrative Agent and the Foreign Currency Agent shall not have any duties or
5828		obligations except those expressly set forth in the Loan Documents. Without limiting the generality of
5829		the foregoing, (a) the Administrative Agent and the Foreign Currency Agent shall not be subject to any
5830		fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the
5831		Administrative Agent and the Foreign Currency Agent shall not have any duty to take any discretionary
5832		action or exercise any discretionary powers, except discretionary rights and powers expressly
5833		contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by
5834		the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the
5835		circumstances as provided in Section 10.02), and (c) except as expressly set forth in the Loan Documents,
5836		the Administrative Agent and the Foreign Currency Agent shall not have any duty to disclose, and shall
5837		not be liable for the failure to disclose, any information relating to Holdings, the Parent Borrower or any
5838		of its Subsidiaries that is communicated to or obtained by the banks serving as Administrative Agent and
5839		Foreign Currency Agent or any of their Affiliates in any capacity. The Administrative Agent shall not be
5840		liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or
5841		such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
5842		in Section 10.02) and neither the Administrative Agent nor the Foreign Currency Agent shall be liable for
5843		any action taken or not taken by it in the absence of its own gross negligence or willful misconduct. Each
5844		of the Administrative Agent and the Foreign Currency Agent shall be deemed not to have knowledge of
5845		any Default unless and until written notice thereof is given to the Administrative Agent by Holdings, the
5846		Parent Borrower, a ~~Subsidiary Term Borrower, a~~ Foreign Subsidiary Borrower or a Lender, and neither
5847		the Administrative Agent nor the Foreign Currency Agent shall be responsible for or have any duty to
5848		ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any
5849		Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in
5850		connection therewith, (iii) the performance or observance of any of the covenants, agreements or other
5851		terms or conditions set forth in any Loan Document or the occurrence of any Event of default, (iv) the
5852		validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
5853		instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any
5854		Loan Document, other than to confirm receipt of items expressly required to be delivered to the
5855		Administrative Agent or the Foreign Currency Agent.

5856		Each of the Administrative Agent and the Foreign Currency Agent shall be entitled to
5857		rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
5858		statement, instrument, document or other writing believed by it to be genuine and to have been signed or
5859		sent by the proper Person. Each of the Administrative Agent and the Foreign Currency Agent also may
5860		rely upon any statement made to it orally or by telephone and believed by it to be made by the proper
5861		Person, and shall not incur any liability for relying thereon. Each of the Administrative Agent and the
5862		Foreign Currency Agent may consult with legal counsel (who may be counsel for the Parent Borrower~~, a~~
5863		~~Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower), independent accountants and other
5864		experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the
5865		advice of any such counsel, accountants or experts.

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5866		Each of the Administrative Agent and the Foreign Currency Agent may perform any and
5867		all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the
5868		Administrative Agent or the Foreign Currency Agent, as applicable. Each of the Administrative Agent,
5869		the Foreign Currency Agent and any such sub-agent may perform any and all its duties and exercise its
5870		rights and powers through their respective Related Parties. The exculpatory provisions of the preceding
5871		paragraphs shall apply to any such sub-agent and to the Related Parties of each Administrative Agent,
5872		Foreign Currency Agent and any such sub-agent, and shall apply to their respective activities in
5873		connection with the syndication of the credit facilities provided for herein as well as activities as
5874		Administrative Agent or Foreign Currency Agent, as applicable.

5875		Subject to the appointment and acceptance of a successor Administrative Agent as
5876		provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
5877		Issuing Bank and the Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and the
5878		Foreign Subsidiary Borrowers). Upon any such resignation, the Required Lenders shall have the right, in
5879		consultation with the Parent Borrower and, if applicable, the relevant ~~Subsidiary Term Borrower and~~
5880		Foreign Subsidiary Borrower, to appoint a successor from among the Lenders. If no successor shall have
5881		been so appointed by the Required Lenders and shall have accepted such appointment within 30 days
5882		after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative
5883		Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
5884		which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the
5885		acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall
5886		succeed to and become vested with all the rights, powers, privileges and duties of the retiring
5887		Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and
5888		obligations hereunder. The fees payable by the Parent Borrower (on behalf of itself~~, the Subsidiary Term~~
5889		~~Borrowers~~ and the Foreign Subsidiary Borrowers) to a successor Administrative Agent shall be the same
5890		as those payable to its predecessor unless otherwise agreed between the Parent Borrower (on behalf of
5891		itself~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers) and such successor. After
5892		the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall
5893		continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective
5894		Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting
5895		as Administrative Agent.

5896		Subject to the appointment and acceptance of a successor Foreign Currency Agent as
5897		provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
5898		Administrative Agent and the Parent Borrower (on behalf of itself~~, the Subsidiary Term Borrowers~~ and
5899		the Foreign Subsidiary Borrowers). Upon any such resignation, the Required Lenders shall have the
5900		right, in consultation with the Parent Borrower and, if applicable, the relevant Foreign Subsidiary
5901		Borrower, to appoint a successor from among the Lenders. If no successor shall have been so appointed
5902		by the Required Lenders and shall have accepted such appointment within 10 days after the retiring
5903		Foreign Currency Agent gives notice of its resignation, then the retiring Foreign Currency Agent may, on
5904		behalf of the Lenders and the Administrative Agent, appoint a successor Foreign Currency Agent. Upon
5905		the acceptance of its appointment as Foreign Currency Agent hereunder by a successor, such successor
5906		shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring
5907		Foreign Currency Agent, and the retiring Foreign Currency Agent shall be discharged from its duties and
5908		obligations hereunder. The fees payable by the Parent Borrower (on behalf of itself and the Foreign
5909		Subsidiary Borrowers) to a successor Foreign Currency Agent shall be the same as those payable to its
5910		predecessor unless otherwise agreed between the Parent Borrower (on behalf of itself and the Foreign
5911		Subsidiary Borrowers) and such successor. After the Administrative Agent’s resignation hereunder, the
5912		provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Foreign

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5913		Currency Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
5914		omitted to be taken by any of them while it was acting as Foreign Currency Agent.

5915		Each Lender acknowledges that it has, independently and without reliance upon the
5916		Administrative Agent, the Foreign Currency Agent or any other Lender and based on such documents and
5917		information as it has deemed appropriate, made its own credit analysis and decision to enter into this
5918		Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the
5919		Administrative Agent, the Foreign Currency Agent or any other Lender and based on such documents and
5920		information as it shall from time to time deem appropriate, continue to make its own decisions in taking
5921		or not taking action under or based upon this Agreement, any other Loan Document or related agreement
5922		or any document furnished hereunder or thereunder.

5923		None of the Syndication Agents or Documentation Agents shall have any duties or
5924		responsibilities hereunder in their respective capacities as such.

5925		ARTICLE IX
5926
5927		~~Collection Allocation Mechanism~~[Reserved]

5928		~~SECTION 9.01~~ ~~Implementation of CAM~~.

5929		~~(a) On the CAM Exchange Date, (i) the Commitments shall automatically and~~
5930		~~without further act be terminated as provided in Article VII and (ii) the Lenders shall automatically and~~
5931		~~without further act (and without regard to the provisions of Section 10.04) be deemed to have exchanged~~
5932		~~interests in the Credit Facilities such that in lieu of the interest of each Lender in each Credit Facility in~~
5933		~~which it shall participate as of such date (including such Lender’s interest in the Specified Obligations of~~
5934		~~each Loan Party in respect of each such Credit Facility), such Lender shall hold an interest in every one of~~
5935		~~the Credit Facilities (including the Specified Obligations of each Loan Party in respect of each such~~
5936		~~Credit Facility and each LC Reserve Account established pursuant to Section 9.02 below), whether or not~~
5937		~~such Lender shall previously have participated therein, equal to such Lender’s CAM Percentage thereof.~~
5938		~~Each Lender and each Loan Party hereby consents and agrees to the CAM Exchange, and each Lender~~
5939		~~agrees that the CAM Exchange shall be binding upon its successors and assigns and any person that~~
5940		~~acquires a participation in its interests in any Credit Facility.~~

5941		~~(b) As a result of the CAM Exchange, upon and after the CAM Exchange Date, each~~
5942		~~payment received by the Administrative Agent or the Collateral Agent pursuant to any Loan Document in~~
5943		~~respect of the Specified Obligations, and each distribution made by the Collateral Agent pursuant to any~~
5944		~~Security Documents in respect of the Specified Obligations, shall be distributed to the Lenders pro rata in~~
5945		~~accordance with their respective CAM Percentages. Any direct payment received by a Lender upon or~~
5946		~~after the CAM Exchange Date, including by way of setoff, in respect of a Specified Obligation shall be~~
5947		~~paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.~~

5948		~~SECTION 9.02~~ ~~Letters of Credit.~~

5949		~~(a)~~ ~~In the event that on the CAM Exchange Date any Letter of Credit shall be~~
5950		~~outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have~~
5951		~~been reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be,~~
5952		~~or with the proceeds of a Revolving Loan, each Revolving Lender shall promptly pay over to the~~
5953		~~Administrative Agent, in immediately available funds and in dollars, an amount equal to such Revolving~~
5954		~~Lender’s Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter~~
5955		~~of Credit’s undrawn face amount (or, in the case of any Letter of Credit denominated in a currency other~~

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5956		~~than dollars, the Dollar Equivalent thereof) or (to the extent it has not already done so) such Letter of~~
5957		~~Credit’s unreimbursed drawing (or, in the case of any Letter of Credit denominated in a currency other~~
5958		~~than dollars, the Dollar Equivalent thereof), together with interest thereon from the CAM Exchange Date~~
5959		~~to the date on which such amount shall be paid to the Administrative Agent at the rate that would be~~
5960		~~applicable at the time to an ABR Revolving Loan in a principal amount equal to such amount, as the case~~
5961		~~may be. The Administrative Agent shall establish a separate account or accounts for each Revolving~~
5962		~~Lender (each, an “LC Reserve Account”) for the amounts received with respect to each such Letter of~~
5963		~~Credit pursuant to the preceding sentence. The Administrative Agent shall deposit in each Revolving~~
5964		~~Lender’s LC Reserve Account such Lender’s CAM Percentage of the amounts received from the~~
5965		~~Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control~~
5966		~~over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in~~
5967		~~such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The~~
5968		~~Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and~~
5969		~~deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in~~
5970		~~respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each~~
5971		~~Lender’s LC Reserve Account shall be held as a reserve against the LC Exposure, shall be the property of~~
5972		~~such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall~~
5973		~~not give rise to any obligation on the part of the Parent Borrower or the Foreign Subsidiary Borrowers to~~
5974		~~pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of~~
5975		~~Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.~~

5976		~~(b) In the event that after the CAM Exchange Date any drawing shall be made in~~
5977		~~respect of a Letter of Credit, the Administrative Agent shall, at the request of the Issuing Bank, withdraw~~
5978		~~from the LC Reserve Account of each Revolving Lender any amounts, up to the amount of such Lender’s~~
5979		~~CAM Percentage of such drawing (or in the case of any drawing under a Letter of Credit denominated in~~
5980		~~a currency other than dollars, the Dollar Equivalent of such drawing), deposited in respect of such Letter~~
5981		~~of Credit and remaining on deposit and deliver such amounts to the Issuing Bank in satisfaction of the~~
5982		~~reimbursement obligations of the Revolving Lenders under Section 2.05(e) (but not of the Parent~~
5983		~~Borrower and the Foreign Subsidiary Borrowers under Section 2.05(f), respectively). In the event any~~
5984		~~Revolving Lender shall default on its obligation to pay over any amount to the Administrative Agent in~~
5985		~~respect of any Letter of Credit as provided in this Section 9.02, the Issuing Bank shall, in the event of a~~
5986		~~drawing thereunder, have a claim against such Revolving Lender to the same extent as if such Lender had~~
5987		~~defaulted on its obligations under Section 2.05(e), but shall have no claim against any other Lender in~~
5988		~~respect of such defaulted amount, notwithstanding the exchange of interests in the reimbursement~~
5989		~~obligations pursuant to Section 9.01. Each other Lender shall have a claim against such defaulting~~
5990		~~Revolving Lender for any damages sustained by it as a result of such default, including, in the event such~~
5991		~~Letter of Credit shall expire undrawn, its CAM Percentage of the defaulted amount.~~

5992		~~(c) In the event that after the CAM Exchange Date any Letter of Credit shall expire~~
5993		~~undrawn, the Administrative Agent shall withdraw from the LC Reserve Account of each Revolving~~
5994		~~Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such~~
5995		~~amount to such Lender.~~

5996		~~(d) With the prior written approval of the Administrative Agent and the Issuing~~
5997		~~Bank, any Revolving Lender may withdraw the amount held in its LC Reserve Account in respect of the~~
5998		~~undrawn amount of any Letter of Credit. Any Revolving Lender making such a withdrawal shall be~~
5999		~~unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit,~~
6000		~~to pay over to the Administrative Agent, for the account of the Issuing Bank on demand, its CAM~~
6001		~~Percentage of such drawing.~~

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6002		~~(e)~~ ~~Pending the withdrawal by any Revolving Lender of any amounts from its LC~~
6003		~~Reserve Account as contemplated by the above paragraphs, the Administrative Agent will, at the direction~~
6004		~~of such Lender and subject to such rules as the Administrative Agent may prescribe for the avoidance of~~
6005		~~inconvenience, invest such amounts in Permitted Investments. Each Revolving Lender that has not~~
6006		~~withdrawn its CAM Percentage of amounts in its LC Reserve Account as provided in paragraph (d) above~~
6007		~~shall have the right, at intervals reasonably specified by the Administrative Agent, to withdraw the~~
6008		~~earnings on investments so made by the Administrative Agent with amounts in its LC Reserve Account~~
6009		~~and to retain such earnings for its own account.~~

6010		ARTICLE X
6011
6012		Miscellaneous

6013		SECTION 10.01 Notices. Except in the case of notices and other communications
6014		expressly permitted to be given by telephone, all notices and other communications provided for herein
6015		shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
6016		registered mail or sent by telecopy, as follows:

6017		(a) if to Holdings, the Parent Borrower~~, any Subsidiary Term Borrower~~ or any
6018		Foreign Subsidiary Borrower, to the Parent Borrower (on behalf of itself, Holdings~~, any~~
6019		~~Subsidiary Term Borrower~~ and any Foreign Subsidiary Borrower) at ~~39400~~38505 Woodward
6020		Avenue, Suite ~~130~~200, Bloomfield Hills, MIMichigan 48304, Attention of Joshua Sherbin,
6021		General Counsel (Telephone No. (248) 631-5450, Telecopy No. (248) 631-5413),

6022		with a copy to:
6023
6024		~~Jonathan A. Schaffzin~~Kimberly C. Petillo-Décossard,, Esq.
6025		Cahill Gordon & Reindel LLP
6026		80 Pine Street
6027		New York, New York 10005
6028		(Telecopy No. (212) 378-2329);

6029		(b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 10 South
6030		Dearborn, Floor 7L2, Chicago, Illinois 60603 Attention of ~~Joyce King (~~Dartonya Jackson (Email:
6031		jpm.agency.cri@jpmorgan.com, Telecopy: 888-292-9533, Telephone: 312-~~385~~732-~~7025~~7032);

6032		(c) if to the Foreign Currency Agent, to it at J.P. Morgan Europe Limited, 25 Bank
6033		Street, Canary Wharf, London E14 5JP, Attention of The Manager, Loan & Agency Services
6034		(Telecopy: 44-207-777-2360, Email: loan_and_agency_london@jpmorgan.com);

6035		(d) if to JPMCB, as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South
6036		Dearborn Street, Floor L2, Chicago, ~~Illinois 60603 (Telecopy: 888-303-9732; Telephone: 312-~~
6037		~~732-7982), Attention of Susan Thomas, and in the event that there is more than one Issuing Bank,~~
6038		~~to such other Issuing Bank at its address (or telecopy number) set forth in its Administrative~~
6039		~~Questionnaire~~IL 6060 (Fax: 214-307-6874; Email:
6040		Chicago.LC.Agency.Activity.Team@JPMChase.com), Attention of Chicago LC Agency Activity
6041		Team, and;

6042		(e) if to JPMCB, as a Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10
6043		South Dearborn, Floor 7L2, Chicago, Illinois 60603, Attention of ~~Joyce King (~~Dartonya Jackson

-136-



6044		(Email: jpm.agency.cri@jpmorgan.com, Telecopy: 888-292-9533, Telephone: 312-~~385~~732-
6045		~~7025~~7032); and

6046		(f) if to any other Lender, Swingline Lender or Issuing Bank, to it at its address (or
6047		telecopy number) set forth in its Administrative Questionnaire.

6048		Any party hereto may change its address or telecopy number for notices and other
6049		communications hereunder by notice to the other parties hereto. All notices and other communications
6050		given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have
6051		been given on the date of receipt.

6052		SECTION 10.02 Waivers; Amendments.

6053		(a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender
6054		in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver
6055		thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
6056		discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or
6057		the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing
6058		Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not
6059		exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any
6060		Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective
6061		unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall
6062		be effective only in the specific instance and for the purpose for which given. Without limiting the
6063		generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed
6064		as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing
6065		Bank may have had notice or knowledge of such Default at the time.

6066		(b) Except as provided in Section 2.14, Section 2.20 and Section 2.21, neither this
6067		Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or
6068		modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered
6069		into by Holdings, the Parent Borrower~~, each Subsidiary Term Borrower (but only to the extent such~~
6070		~~waiver, amendment or modification relates to such Subsidiary Term Borrower)~~, each Foreign Subsidiary
6071		Borrower (but only to the extent such waiver, amendment or modification relates to such Foreign
6072		Subsidiary Borrower) and the Required Lenders or, in the case of any other Loan Document, pursuant to
6073		an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or
6074		Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders;
6075		provided that no such agreement shall (i) increase the Commitment of any Lender without the written
6076		consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the
6077		rate of interest thereon, or reduce any fees or other amounts payable hereunder, without the written
6078		consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or ~~any scheduled date of~~
6079		~~payment of the principal amount of any Term Loan under Section 2.10, or~~ the required date of
6080		reimbursement of any LC Disbursement, or any date for the payment of any interest, fees or other
6081		amounts payable hereunder, or reduce or forgive the amount of, waive or excuse any such payment, or
6082		postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of
6083		expiration of any Letter of Credit beyond the Revolving Maturity Date, without the written consent of
6084		each Lender affected thereby, (iv) change Section 2.18(a), (b) or (c) in a manner that would alter the pro
6085		rata sharing of payments required thereby, without the written consent of each Lender, (v) change the
6086		definition of “Required Lenders” or any other provision of any Loan Document (including this Section)
6087		specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or
6088		modify any rights thereunder or make any determination or grant any consent thereunder, without the

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6089		written consent of each Lender (or each Lender of such Class, as the case may be), (vi) release Holdings
6090		or any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement (except as expressly
6091		provided in the Guarantee Agreement), or limit its liability in respect of such Guarantee, without the
6092		written consent of each Lender, (vii) release all or substantially all of the Collateral from the Liens of the
6093		Security Documents, without the written consent of each Lender (except as expressly provided in the
6094		Security Documents), (viii) change the order of priority of payments set forth in Section 5.02 of the
6095		Security Agreement or Section 7 of the Pledge Agreement, in each case without the written consent of
6096		each Lender, (ix) change any ~~provisions~~provision of any Loan Document in a manner that by its terms
6097		adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently
6098		than those ~~holding~~holdings Loans of any other Class, without the written consent of Lenders holding a
6099		majority in interest of the outstanding Loans and unused Commitments of each affected Class or (x)
6100		require any Lender to make any extension of credit hereunder in a currency other than dollars or another
6101		currency agreed by such Lender as a currency in which such Lender will make extensions of credit
6102		available hereunder, without the written consent of such Lender; provided, further, that (A) no such
6103		agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the
6104		Foreign Currency Agent, the Fronting Lender, the Issuing Bank or the Swingline Lenders without the
6105		prior written consent of the Administrative Agent, the Foreign Currency Agent, the Fronting Lender, the
6106		Issuing Bank or the Swingline Lenders, as the case may be, and (B) any waiver, amendment or
6107		modification of this Agreement that by its terms affects the rights or duties under this Agreement of the
6108		Lenders of a particular Class (but not the Lenders of any other Class) may be effected by an agreement or
6109		agreements in writing entered into by Holdings, the Parent Borrower~~, each Subsidiary Term Borrower~~
6110		~~(but only to the extent such waiver, amendment or modification relates to such Subsidiary Term~~
6111		~~Borrower)~~, each Foreign Subsidiary Borrower (but only to the extent such waiver, amendment or
6112		modification relates to such Foreign Subsidiary Borrower) and requisite percentage in interest of the
6113		affected Class of Lenders that would be required to consent thereto under this Section if such Class of
6114		Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any
6115		provision of this Agreement may be amended by an agreement in writing entered into by Holdings, the
6116		Parent Borrower, each ~~Subsidiary Term Borrower (but only to the extent such waiver, amendment or~~
6117		~~modification relates to such Subsidiary Term Borrower), each~~ Foreign Subsidiary Borrower (but only to
6118		the extent such waiver, amendment or modification relates to such Foreign Subsidiary Borrower), the
6119		Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby,
6120		the Foreign Currency Agent, the Issuing Bank, the Fronting Lender and the Swingline Lenders) if (i) by
6121		the terms of such agreement the Commitment of each Lender not consenting to the amendment provided
6122		for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment
6123		becomes effective, each Lender not consenting thereto receives payment in full of the principal of and
6124		interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account
6125		under this Agreement.

6126		(c) In connection with any proposed amendment, modification, waiver or
6127		termination (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, if the
6128		consent of the Required Lenders (and, to the extent any Proposed Change requires the consent of Lenders
6129		holding Loans of any Class pursuant to clause (v) or (~~viii~~ix) of paragraph (b) of this Section, the consent
6130		of at least 50% in interest of the outstanding Loans and unused Commitments of such Class) to such
6131		Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is
6132		required is not obtained (any such Lender whose consent is not obtained as described in paragraph (b) of
6133		this Section being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as
6134		Administrative Agent is not a Non-Consenting Lender, the Parent Borrower may, at its sole expense and
6135		effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-
6136		Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the
6137		restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an

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6138		assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts
6139		such assignment), provided that (a) the Parent Borrower shall have received the prior written consent of
6140		the Administrative Agent ~~(and, if a Revolving Commitment is being assigned~~, the Foreign Currency
6141		Agent, the Fronting Lender, the Issuing Bank and the Swingline Lenders), which consent shall not be
6142		unreasonably withheld, (b) such Non-Consenting Lender shall have received payment of an amount equal
6143		to the outstanding principal of its Loans and participations in LC Disbursements, Swingline Loans and
6144		Foreign Currency Loans, accrued interest thereon, accrued fees and all other amounts payable to it
6145		hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or
6146		the Parent Borrower (in the case of all other amounts), (c) the Parent Borrower or such assignee shall
6147		have paid to the Administrative Agent the processing and recordation fee specified in Section 10.04(b),
6148		(d) such assignee shall consent to such Proposed Change and (e) if such Non-Consenting Lender is acting
6149		as the Administrative Agent, it will not be required to assign and delegate its interests, rights and
6150		obligations as Administrative Agent under this Agreement.

6151		(d) Notwithstanding the foregoing, (i) the Administrative Agent and the Parent
6152		Borrower may amend, modify or supplement any Loan Document without the consent of any Lender or
6153		the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct
6154		any typographical error or other manifest error in any Loan Document, (ii) this Agreement may be
6155		amended ~~(x)~~ ~~with the written consent of the Administrative Agent, the Parent Borrower and the Lenders~~
6156		~~providing the relevant Replacement Term Loans (as defined below) to permit the refinancing,~~
6157		~~replacement or modification of all or any portion of the outstanding Term Loans or Incremental Term~~
6158		~~Loans (such Loans, the “Replaced Term Loans”) with a replacement term loan hereunder (“Replacement~~
6159		~~Term Loans”); provided, that (a) the aggregate principal amount of such Replacement Term Loans shall~~
6160		~~not exceed the aggregate principal amount of such Replaced Term Loans (plus~~ ~~unpaid accrued interest~~
6161		~~and premium thereon at such time plus reasonable fees and expenses incurred in connection with such~~
6162		~~replacement), (b) the terms of the Replacement Term Loans (1) (excluding pricing, fees and rate floors~~
6163		~~and optional prepayment or redemption terms and subject to clause (2) below) reflect, in Parent~~
6164		~~Borrower’s reasonable judgment, then-existing market terms and conditions and (2) (excluding pricing,~~
6165		~~fees and rate floors) are no more favorable to the lenders providing such Replacement Term Loans than~~
6166		~~those applicable to the Replaced Term Loans (in each case, including with respect to mandatory and~~
6167		~~optional prepayments);~~ ~~provided~~ ~~that the foregoing shall not apply to covenants or other provisions~~
6168		~~applicable only to periods after the Latest Maturity Date in effect immediately prior to the establishment~~
6169		~~of such Replacement Term Loans;~~ ~~provided~~ ~~further~~ ~~that any Replacement Term Loans may add additional~~
6170		~~covenants or events of default not otherwise applicable to the Replaced Term Loans or covenants more~~
6171		~~restrictive than the covenants applicable to the Replaced Term Loans, in each case prior to the Latest~~
6172		~~Maturity Date in effect immediately prior to the establishment of such Replacement Term Loans so long~~
6173		~~as all Lenders receive the benefits of such additional covenants, events of default or more restrictive~~
6174		~~covenants, (c) the weighted average life to maturity of any Replacement Term Loans shall be no shorter~~
6175		~~than the remaining weighted average life to maturity of the Replaced Terms Loans, (d) the maturity date~~
6176		~~with respect to any Replacement Term Loans shall be no earlier than the maturity date with respect to the~~
6177		~~Replaced Term Loans, (e) no Subsidiary that is not originally obligated with respect to repayment of the~~
6178		~~Replaced Term Loans is obligated with respect to the Replacement Term Loans, unless such Subsidiary~~
6179		~~becomes obligated on a pari passu basis in respect of any other then outstanding Loans and~~
6180		~~Commitments, and (f) any Person that the Parent Borrower proposes to become a lender in respect of the~~
6181		~~Replacement Term Loans, if such Person is not then a Lender, must be reasonably acceptable to the~~
6182		~~Administrative Agent and (y) with~~with the written consent of the Administrative Agent, the Parent
6183		Borrower and the Lenders providing the relevant Replacement Revolving Facility (as defined below) to
6184		permit the refinancing, replacement or modification of all or any portion of the Revolving Commitments
6185		and Revolving Loans (a “Replaced Revolving Facility”) with a replacement revolving facility hereunder
6186		(a “Replacement Revolving Facility”); provided that (a) the aggregate amount of such Replacement

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6187		Revolving Facility shall not exceed the aggregate amount of such Replaced Revolving Facility plus
6188		unpaid accrued interest and premium thereon at such time plus reasonable fees and expenses incurred in
6189		connection with such replacement), (b) the terms of the Replacement Revolving Facility (1) (excluding
6190		pricing, fees and rate floors and optional prepayment or redemption terms and subject to clause (2) below)
6191		reflect, in Parent Borrower’s reasonable judgment, then-existing market terms and conditions and (2)
6192		(excluding pricing, fees and rate floors) are no more favorable to the lenders providing such Replacement
6193		Revolving Facility than those applicable to the Replaced Revolving Facility (in each case, including with
6194		respect to mandatory and optional prepayments); provided that the foregoing shall not apply to covenants
6195		or other provisions applicable only to periods after the Latest Maturity Date in effect immediately prior to
6196		the establishment of such Replacement Revolving Facility; provided further that any Replacement
6197		Revolving Facility may add additional covenants or events of default not otherwise applicable to the
6198		Replaced Revolving Facility or covenants more restrictive than the covenants applicable to the Replaced
6199		Revolving Facility, in each case prior to the Latest Maturity Date in effect immediately prior to the
6200		establishment of such Replacement Revolving Facility so long as all Lenders receive the benefits of such
6201		additional covenants, events of default or more restrictive covenants, (c) the maturity date with respect to
6202		any Replacement Revolving Facility shall be no earlier than the maturity date with respect to the
6203		Replaced Revolving Facility, (d) no Subsidiary that is not originally obligated with respect to repayment
6204		of the Replaced Revolving Facility is obligated with respect to the Replacement Revolving Facility,
6205		unless such Subsidiary becomes obligated on a pari passu basis in respect of any other then outstanding
6206		Loans and Commitments, and (e) any Person that the Parent Borrower proposes to become a lender in
6207		respect of the Replacement Revolving Facility, if such Person is not then a Lender, must be reasonably
6208		acceptable to the Administrative Agent, the Foreign Currency Agent, the Fronting Lender, the Issuing
6209		Banks and the Swingline Lenders. Notwithstanding the foregoing, in no event shall there be more than
6210		~~seven~~three maturity dates in respect of the ~~Credit Facilities~~Revolving Commitments (including any
6211		Extended ~~Term Loans, Extended~~ Revolving Commitments~~, Replacement Term Loans~~ or Replacement
6212		Revolving Facilities) and (iii) the Administrative Agent, the Parent Borrower and any financial institution
6213		may, without the consent of any other Lender or the Required Lenders, agree to designate such financial
6214		institution as an additional Swingline Lender and, upon such designation in writing, such additional
6215		financial institutions shall become a Swingline Lender under this Agreement and be subject to all rights,
6216		duties and obligations of a Swingline Lender.

6217		SECTION 10.03 Expenses; Indemnity; Damage Waiver.

6218		(a) Holdings, the Parent Borrower~~, each Subsidiary Term Borrower~~ and each
6219		Foreign Subsidiary Borrower, jointly and severally, shall pay (i) all reasonable out-of-pocket expenses
6220		incurred by the Agents and their Affiliates, including the reasonable fees, charges and disbursements of
6221		one counsel in each applicable jurisdiction for each of the Agents, in connection with the syndication of
6222		the credit facilities provided for herein, due diligence investigation, the preparation and administration of
6223		the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or
6224		not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of-
6225		pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or
6226		extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket
6227		expenses incurred by the Agents, the Issuing Bank or any Lender, including the fees, charges and
6228		disbursements of any counsel for the Agents, the Issuing Bank or any Lender, in connection with the
6229		enforcement or protection of its rights in connection with the Loan Documents, including its rights under
6230		this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all
6231		such ~~out-of pocket~~out-of-pocket expenses incurred during any workout, restructuring or negotiations in
6232		respect of such Loans or Letters of Credit.

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6233		(b) Holdings, the Parent Borrower~~, each Subsidiary Term Borrower~~ and each
6234		Foreign Subsidiary Borrower, jointly and severally, shall indemnify the Agents, the Issuing Bank and
6235		each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an
6236		“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
6237		liabilities and related expenses (including as a result of any conversion of amounts outstanding hereunder
6238		from one currency to another currency as provided hereunder), including the fees, charges and
6239		disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising
6240		out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any
6241		other agreement or instrument contemplated hereby, the performance by the parties to the Loan
6242		Documents of their respective obligations thereunder or the consummation of the Transactions or any
6243		other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
6244		therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of
6245		Credit if the documents presented in connection with such demand do not strictly comply with the terms
6246		of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or
6247		from any Mortgaged Property or any other property currently or formerly owned or operated by Holdings,
6248		the Parent Borrower or any Subsidiary, or any Environmental Liability related in any way to Holdings,
6249		the Parent Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation, investigation or
6250		proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and
6251		regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any
6252		Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are
6253		determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
6254		from the gross negligence, bad faith or willful misconduct of such Indemnitee. No Indemnitee referred to
6255		above shall be liable for any damages arising from the use by unintended recipients of any information or
6256		other materials distributed by it through telecommunications, electronic or other information transmission
6257		systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
6258		hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful
6259		misconduct of such Indemnitee as determined by a final and nonappealable judgment. This Section
6260		10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages
6261		arising from any non-Tax claim.

6262		(c) To the extent that any of Holdings, the Parent Borrower, any ~~of the Subsidiary~~
6263		~~Term Borrowers or any~~ of the Foreign Subsidiary Borrowers fails to pay any amount required to be paid
6264		by it to the Administrative Agent, the Foreign Currency Agent, the Fronting Lender, the Issuing Bank or
6265		the Swingline Lenders under paragraph (a) or (b) of this Section (and without limiting such party’s
6266		obligation to do so), each Lender severally agrees to pay to the Administrative Agent, the Foreign
6267		Currency Agent, the Fronting Lender, the Issuing Bank or the Swingline Lenders, as the case may be,
6268		such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or
6269		indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or
6270		indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
6271		asserted against the Administrative Agent, the Foreign Currency Agent, the Fronting Lender, the Issuing
6272		Bank or any Swingline Lender in its capacity as such; ~~provided~~ ~~further~~ ~~that to the extent indemnification~~
6273		~~of (i) the Issuing Bank in respect of a Letter of Credit, (ii) the Fronting Lender or (iii) the Swingline~~
6274		~~Lenders is required pursuant to this Section 10.03(c), such obligation will be limited to Revolving~~
6275		~~Lenders only~~. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share
6276		of the sum of the total Revolving Exposures~~, outstanding Term Loans~~ and unused Commitments at the
6277		time.

6278		(d) To the extent permitted by applicable law, none of Holdings, the Parent
6279		Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower shall assert, and each
6280		hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,

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6281		consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
6282		with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the
6283		Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

6284		(e) All amounts due under this Section shall be payable promptly after written
6285		demand therefor.

6286		(f) No director, officer, employee, stockholder or member, as such, of any Loan
6287		Party shall have any liability for the Obligations or for any claim based on, in respect of or by reason of
6288		the Obligations or their creation; provided that the foregoing shall not be construed to relieve any Loan
6289		Party of its Obligations under any Loan Document.

6290		(g) For the avoidance of doubt, this Section 9.3 shall not apply to any Taxes, except
6291		to the extent any Taxes that represent losses, claims, damages or liabilities arising from any non-Tax
6292		claim.

6293		SECTION 10.04 Successors and Assigns.

6294		(a) The provisions of this Agreement shall be binding upon and inure to the benefit
6295		of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate
6296		of the Issuing Bank that issues any Letter of Credit), except that, subject to Section 10.15(g) (and other
6297		than as contemplated by Section 2.26), none of Holdings, the Parent Borrower~~, any Subsidiary Term~~
6298		~~Borrower~~ or any Foreign Subsidiary Borrower may assign or otherwise transfer any of its rights or
6299		obligations hereunder without the prior written consent of each Lender (and any attempted assignment or
6300		transfer by Holdings, the Parent Borrower~~, any Subsidiary Term Borrower~~ or any Foreign Subsidiary
6301		Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied,
6302		shall be construed to confer upon any Person (other than the parties hereto, their respective successors and
6303		assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and,
6304		to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the
6305		Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
6306		Agreement.

6307		(b) Any Lender may assign to one or more assignees (other than a natural person) all
6308		or a portion of its rights and obligations under this Agreement (including all or a portion of its
6309		Commitments and the Loans at the time owing to it); provided that (i) except in the case of an assignment
6310		to a Lender, a Lender Affiliate or an Approved Fund, each of the Parent Borrower and the Administrative
6311		Agent ~~(and, in the case of an assignment of all or a portion of a Revolving Commitment or any Lender~~’s
6312		~~obligations in respect of its LC Exposure, Swingline Exposure or Foreign Currency Participating Interest~~,
6313		the Issuing Bank, the Swingline Lenders and the Fronting Lender) must give their prior written consent to
6314		such assignment (which consent shall not be unreasonably withheld or delayed) (provided that the Parent
6315		Borrower shall be deemed to have consented to any assignment of Loans or Commitments unless it shall
6316		object thereto by written notice to the Administrative Agent within 10 Business Days after having
6317		received notice thereof), (ii) no assignment of Revolving Loans or Revolving Commitments ~~or, except as~~
6318		~~provided in clause (h) of this Section, Term Loans or Term Commitments~~ may be made to Holdings, the
6319		Parent ~~Borrower, any Subsidiary Term~~ Borrower, any Foreign Subsidiary Borrower or any Affiliate of
6320		any of the foregoing, (iii) except in the case of an assignment to a Lender, a Lender Affiliate or an
6321		Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment
6322		or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such
6323		assignment (determined as of the date the Assignment and Assumption with respect to such assignment is
6324		delivered to the Administrative Agent) shall not be less than ~~(x)~~ ~~in the case of Revolving Commitments~~

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6325		~~and Revolving Loans,~~ $5,000,000~~, and (y) in the case of Term Loans, $1,000,000~~ unless each of the
6326		Parent Borrower and the Administrative Agent otherwise consent, (iv) each partial assignment shall be
6327		made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
6328		this Agreement, except that this clause (iv) shall not be construed to prohibit the assignment of a
6329		proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of
6330		Commitments or Loans, (v) the parties to each assignment shall execute and deliver to the Administrative
6331		Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and (vi)
6332		the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
6333		Questionnaire; and provided, further, that any consent of the Parent Borrower otherwise required under
6334		this paragraph shall not be required if an Event of Default under clauses (a), (h) or (i) of Article VII has
6335		occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this
6336		Section, from and after the effective date specified in each Assignment and Assumption the assignee
6337		thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and
6338		Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
6339		thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
6340		from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering
6341		all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a
6342		party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.03). Any
6343		assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
6344		with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a
6345		participation in such rights and obligations in accordance with paragraph (e) of this Section.

6346		(c) The Administrative Agent, acting for this purpose as an agent of the Parent
6347		Borrower~~, the Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers, shall maintain at one of
6348		its offices in The City of New York a copy of each Assignment and Assumption delivered to it and a
6349		register for the recordation of the names and addresses of the Lenders, and the Commitment of, and
6350		principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
6351		from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error),
6352		and Holdings, the Parent Borrower, the ~~Subsidiary Term Borrowers, the~~ Foreign Subsidiary Borrowers,
6353		the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is
6354		recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
6355		Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the
6356		Parent Borrower, the ~~Subsidiary Term Borrowers, the~~ Foreign Subsidiary Borrowers, the Issuing Bank
6357		and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

6358		(d) Upon its receipt of a duly completed Assignment and Assumption executed by an
6359		assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the
6360		assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
6361		(b) of this Section and any written consent to such assignment required by paragraph (b) of this Section,
6362		the Administrative Agent shall accept such Assignment and Assumption and record the information
6363		contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless
6364		it has been recorded in the Register as provided in this paragraph.

6365		(e) Any Lender may, without the consent of the Parent Borrower~~, any Subsidiary~~
6366		~~Term Borrower~~ or any Foreign Subsidiary Borrower, the Administrative Agent, the Issuing Bank or the
6367		Swingline Lenders, sell participations to one or more banks or other entities (a “Participant”) in all or a
6368		portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its
6369		Commitment and the Loans); provided that (i) such Lender’s obligations under this Agreement shall
6370		remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
6371		performance of such obligations and (iii) Holdings, the Parent Borrower, the ~~Subsidiary Term Borrowers,~~

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6372		~~the~~ Foreign Subsidiary Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders
6373		shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and
6374		obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a
6375		participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and
6376		to approve any amendment, modification or waiver of any provision of the Loan Documents; provided
6377		that such agreement or instrument may provide that such Lender will not, without the consent of the
6378		Participant, agree to any amendment, modification or waiver described in the first proviso to Section
6379		10.02(b) that affects such Participant. Subject to paragraph (f) of this Section, the Parent Borrower~~, the~~
6380		~~Subsidiary Term Borrowers~~ and the Foreign Subsidiary Borrowers agree that each Participant shall be
6381		entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the limitations and requirements therein,
6382		including the requirements under Section 2.17(f) (it being understood that the documentation required
6383		under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a
6384		Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section, provided that
6385		such Participant agrees to be subject to the provisions of Section 2.19 as if it were an assignee under
6386		paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the
6387		benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to
6388		Section 2.18(c) as though it were a Lender. With respect to any Loan made to an Applicable U.S.
6389		Borrower (as defined in Section 2.17(f)(i)), each Lender that sells a Participation shall, acting solely for
6390		this purpose as an agent of such Applicable U.S. Borrower, as applicable, maintain a register on which it
6391		enters the name and address of each Participant and the principal amounts (and stated interest) of each
6392		Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”);
6393		provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register
6394		to any Person (including the identity of any Participant or any information relating to a Participant’s
6395		interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document)
6396		except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of
6397		Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
6398		Regulations or in connection with any income tax audit or other income tax proceeding of the Applicable
6399		U.S. Borrower. The entries in the Participant Register shall be conclusive absent manifest error, and such
6400		Lender shall treat each person whose name is recorded in the Participant Register as the owner of such
6401		participation for all purposes of this Agreement notwithstanding any notice to the contrary.

6402		(f) A Participant shall not be entitled to receive any greater payment under Section
6403		2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the
6404		participation sold to such Participant unless the sale of the participation to such Participant is made with
6405		the prior written consent of the Parent Borrower and, to the extent applicable, each relevant ~~Subsidiary~~
6406		~~Term Borrower and~~ Foreign Subsidiary Borrower. A Participant that would be a Non-U.S. Lender if it
6407		were a Lender shall not be entitled to the benefits of Section 2.17 unless the Parent Borrower and, to the
6408		extent applicable, each relevant Foreign Subsidiary Borrower is notified of the participation sold to such
6409		Participant and such Participant agrees, for the benefit of the Parent Borrower and, to the extent
6410		applicable, each relevant Foreign Subsidiary Borrower, to comply with Section 2.17(f) as though it were a
6411		Lender.

6412		(g) Any Lender may, without the consent of the Parent Borrower or the
6413		Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights
6414		under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure
6415		obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment
6416		of a security interest; provided that no such pledge or assignment of a security interest shall release a
6417		Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender
6418		as a party hereto.

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6419		~~(h) Notwithstanding anything to the contrary set forth in this Agreement or any other~~
6420		~~Loan Document, any Lender may assign all or a portion of its Term Loans (or Incremental Term Loans)~~
6421		~~to the Parent Borrower or any of its Subsidiaries at a price below the par value thereof;~~ ~~provided~~ ~~that any~~
6422		~~such assignment shall be subject to the following additional conditions: (1) no Default or Event of Default~~
6423		~~shall have occurred and be continuing immediately before and after giving effect to such assignment, (2)~~
6424		~~on the date of effectiveness of such purchase and assignment, there shall be no more than $25,000,000 in~~
6425		~~aggregate amount of Revolving Loans outstanding (including, for the avoidance of doubt, the aggregate~~
6426		~~Dollar Equivalent amount of Foreign Currency Loans) and Swingline Loans outstanding, (3) no proceeds~~
6427		~~of Revolving Loans, Swingline Loans or Letters of Credit shall be used to fund such purchase and~~
6428		~~assignment, (4) any such offer to purchase shall be offered to all Term Lenders of a particular Class on a~~
6429		~~pro rata basis, with mechanics to be agreed by the Administrative Agent and the Parent Borrower, (5) any~~
6430		~~Loans so purchased shall be immediately cancelled and retired (provided~~ ~~that any non-cash gain in~~
6431		~~respect of “cancellation of indebtedness” resulting from the cancellation of any Loans so purchased shall~~
6432		~~not increase Consolidated EBITDA), (6) the Parent Borrower shall provide, as of the date of its offer to~~
6433		~~purchase and as of the date of the effectiveness of such purchase and assignment, a customary~~
6434		~~representation and warranty that neither it nor any of its affiliates is in possession of any material non-~~
6435		~~public information with respect to the Parent Borrower, its Subsidiaries or their respective securities and~~
6436		~~(7) the Parent Borrower and the applicable purchaser shall waive any right to bring any action against the~~
6437		~~Administrative Agent in connection with such purchase or the Term Loans so purchased. For the~~
6438		~~avoidance of doubt, in no event shall the Parent Borrower or any of its Subsidiaries be deemed to be a~~
6439		~~Lender under this Agreement or any of the other Loan Documents as a result of an assignment made~~
6440		~~under this clause (h).~~

6441		SECTION 10.05 Survival. All covenants, agreements, representations and warranties
6442		made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in
6443		connection with or pursuant to this Agreement or any other Loan Document shall be considered to have
6444		been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan
6445		Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any
6446		investigation made by any such other party or on its behalf and notwithstanding that the Administrative
6447		Agent, the Foreign Currency Agent, the Issuing Bank or any Lender may have had notice or knowledge
6448		of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and
6449		shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or
6450		any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of
6451		Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of
6452		Sections 2.15, 2.16, 2.17 and 10.03 and Article VIII shall survive and remain in full force and effect
6453		regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the
6454		expiration or termination of the Letters of Credit and the Commitments or the termination of this
6455		Agreement or any provision hereof.

6456		SECTION 10.06 Counterparts; Integration; Effectiveness. This Agreement may be
6457		executed in counterparts (and by different parties hereto on different counterparts), each of which shall
6458		constitute an original, but all of which when taken together shall constitute a single contract. This
6459		Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to
6460		the Administrative Agent constitute the entire contract among the parties relating to the subject matter
6461		hereof and supersede any and all previous agreements and understandings, oral or written, relating to the
6462		subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it
6463		shall have been executed by the Administrative Agent and when the Administrative Agent shall have
6464		received counterparts hereof that, when taken together, bear the signatures of each of the other parties
6465		hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their
6466		respective successors and assigns. Delivery of an executed counterpart of a signature page of this

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6467		Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually
6468		executed counterpart of this Agreement.

6469		SECTION 10.07 Severability. Any provision of this Agreement held to be invalid,
6470		illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
6471		such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of
6472		the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction
6473		shall not invalidate such provision in any other jurisdiction.

6474		SECTION 10.08 Right of Setoff. If an Event of Default shall have occurred and be
6475		continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time,
6476		to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or
6477		demand, provisional or final) at any time held and other obligations at any time owing by such Lender or
6478		Affiliate to or for the credit or the account of the Parent Borrower~~, any Subsidiary Term Borrower~~ or any
6479		Foreign Subsidiary Borrower against any of and all the obligations of the Parent Borrower~~, any~~
6480		~~Subsidiary Term Borrower~~ or any Foreign Subsidiary Borrower now or hereafter existing under this
6481		Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand
6482		under this Agreement and although such obligations may be unmatured; provided that none of the
6483		deposits or any other obligation owing to or for the credit or the account of any Foreign Subsidiary
6484		Borrower shall be set off or applied against any obligations of the Parent Borrower or any Borrower that
6485		is a United States person within the meaning of Section 7701(a)(30) of the Code. The rights of each
6486		Lender under this Section are in addition to other rights and remedies (including other rights of setoff)
6487		which such Lender may have ; provided, that to the extent prohibited by applicable law as described in
6488		the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, any
6489		Loan Party shall be applied to any Excluded Swap Obligations of such Loan Party.

6490		SECTION 10.09 Governing Law; Jurisdiction; Consent to Service of Process.

6491		(a) This Agreement shall be construed in accordance with and governed by the law
6492		of the State of New York.

6493		(b) Each of Holdings, the Parent Borrower~~, each Subsidiary Term Borrower~~ and
6494		each Foreign Subsidiary Borrower hereby irrevocably and unconditionally submits, for itself and its
6495		property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
6496		County and of the United States District Court of the Southern District of New York, and any appellate
6497		court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or
6498		for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
6499		unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
6500		determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the
6501		parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may
6502		be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
6503		Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative
6504		Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to
6505		this Agreement or any other Loan Document against Holdings, the Parent Borrower, any of the
6506		~~Subsidiary Term Borrowers, any of the~~ Foreign Subsidiary Borrowers or their properties in the courts of
6507		any jurisdiction.

6508		(c) Each of Holdings, the Parent Borrower~~, each Subsidiary Term Borrower~~ and
6509		each Foreign Subsidiary Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
6510		may legally and effectively do so, any objection which it may now or hereafter have to the laying of

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6511		venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan
6512		Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby
6513		irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
6514		maintenance of such action or proceeding in any such court.

6515		(d) Each party to this Agreement irrevocably consents to service of process in the
6516		manner provided for notices in Section 10.01. Nothing in this Agreement or any other Loan Document
6517		will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

6518		SECTION 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
6519		WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
6520		MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
6521		INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
6522		LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
6523		BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
6524		CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
6525		PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
6526		WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
6527		WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
6528		BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
6529		MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

6530		SECTION 10.11 Headings. Article and Section headings and the Table of Contents
6531		used herein are for convenience of reference only, are not part of this Agreement and shall not affect the
6532		construction of, or be taken into consideration in interpreting, this Agreement.

6533		SECTION 10.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank
6534		and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that
6535		Information may be disclosed (a) to its Lender Affiliates and to its and its Lender Affiliates’ directors,
6536		officers, employees and agents, including accountants, legal counsel and other advisors (it being
6537		understood that the Persons to whom such disclosure is made will be informed of the confidential nature
6538		of such Information and instructed to keep such Information confidential pursuant to the terms hereof),
6539		(b) to the extent requested by any regulatory or quasi-regulatory authority, (c) to the extent required by
6540		applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this
6541		Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or
6542		proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
6543		hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those
6544		of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in,
6545		any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
6546		advisors) to any swap or derivative transaction relating to the Parent ~~Borrower, any Subsidiary Term~~
6547		Borrower, any Foreign Subsidiary Borrower and their respective obligations, (g) with the consent of the
6548		Parent Borrower or (h) to the extent such Information (i) is publicly available at the time of disclosure or
6549		becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to
6550		the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other
6551		than Holdings, the Parent Borrower or any Subsidiary (including the Receivables Subsidiary). For the
6552		purposes of this Section, “Information” means all information received from Holdings, the Parent
6553		Borrower or any Subsidiary (including the Receivables Subsidiary) relating to Holdings, the Parent
6554		Borrower or any Subsidiary (including the Receivables Subsidiary) or its business, other than any such
6555		information that is available to the Administrative Agent, the Issuing Bank or any Lender on a
6556		nonconfidential basis prior to disclosure by Holdings, the Parent Borrower or any Subsidiary (including

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6557		the Receivables Subsidiary) and other than information pertaining to this Agreement routinely provided
6558		by arrangers to data service providers, including league table providers, that serve the lending industry;
6559		provided that, in the case of information received from Holdings, the Parent Borrower or any Subsidiary
6560		(including the Receivables Subsidiary) after the Restatement Date, such information is clearly identified
6561		at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information
6562		as provided in this Section shall be considered to have complied with its obligation to do so if such Person
6563		has exercised the same degree of care to maintain the confidentiality of such Information as such Person
6564		would accord to its own confidential information.

6565		SECTION 10.13 Interest Rate Limitation. Notwithstanding anything herein to the
6566		contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other
6567		amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),
6568		shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged,
6569		taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate
6570		of interest payable in respect of such Loan hereunder, together with all Charges payable in respect
6571		thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that
6572		would have been payable in respect of such Loan but were not payable as a result of the operation of this
6573		Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans
6574		or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,
6575		together with interest thereon at the ~~Federal Funds Effective~~NYFRB Rate to the date of repayment, shall
6576		have been received by such Lender.

6577		SECTION 10.14 Judgment Currency.

6578		(a) The obligations hereunder of the Parent Borrower~~, the Subsidiary Term~~
6579		~~Borrowers~~ and the Foreign Subsidiary Borrowers and under the other Loan Documents to make payments
6580		in dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment
6581		expressed in or converted into any currency other than dollars, except to the extent that such tender or
6582		recovery results in the effective receipt by the Administrative Agent, the Collateral Agent or a Lender of
6583		the full amount of dollars expressed to be payable to the Administrative Agent, Collateral Agent or
6584		Lender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing
6585		judgment against the Parent ~~Borrower, any Subsidiary Term~~ Borrower, any Foreign Subsidiary Borrower
6586		or any other Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from
6587		any currency other than dollars (such other currency being hereinafter referred to as the “Judgment
6588		Currency”) an amount due in dollars, each party hereto agrees, to the fullest extent that it may effectively
6589		do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures
6590		in the relevant jurisdiction, the first currency could be purchased with such other currency, as of the date
6591		immediately preceding the day on which the judgment is given (such Business Day being hereinafter
6592		referred to as the “Judgment Currency Conversion Date”).

6593		(b) If there is a change in the rate of exchange prevailing between the Judgment
6594		Currency Conversion Date and the date of actual payment of the amount due, the Parent Borrower~~, each~~
6595		~~Subsidiary Term Borrower~~ and each Foreign Subsidiary Borrower, as the case may be, covenants and
6596		agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount),
6597		as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate
6598		of exchange prevailing on the date of payment, will produce the amount of dollars which could have been
6599		purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate
6600		of exchange prevailing on the Judgment Currency Conversion Date.

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6601		(c) For purposes of determining the dollar equivalent of the Judgment Currency,
6602		such amounts shall include any premium and costs payable in connection with the purchase of dollars.

6603		SECTION 10.15 Release of Mortgages. On the Restatement Date, the Liens created by
6604		the Below Threshold Mortgages shall automatically be released, and the Administrative Agent shall
6605		promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such
6606		Loan Party shall reasonably request to evidence such release.

6607		~~SECTION 10.15~~ ~~Obligations Joint and Several.~~

6608		~~(a) Each Term Borrower agrees that it shall, jointly with the other Term Borrowers~~
6609		~~and severally, be liable for all the Obligations (other than with respect to any Term Borrower, any Swap~~
6610		~~Obligations of another Loan Party that would be Excluded Swap Obligations of such Term Borrower if~~
6611		~~such Term Borrower’s joint and several liability with respect to such Swap Obligations were treated as a~~
6612		~~guarantee for purposes of the definition of “Excluded Swap Obligation”) in respect of the Term Loans~~
6613		~~and Term Loan Commitments (the “~~Term Loan Obligations~~”). Each Term Borrower further agrees that~~
6614		~~the Term Loan Obligations of the other Term Borrowers may be extended and renewed, in whole or in~~
6615		~~part, without notice to or further assent from it, and that it will remain bound upon its agreement~~
6616		~~hereunder notwithstanding any extension or renewal of any Term Loan Obligation of the other Term~~
6617		~~Borrowers.~~

6618		~~(b) Each Term Borrower waives presentment to, demand of payment from and~~
6619		~~protest to the other Term Borrowers of any of the Term Loan Obligations or the other Term Borrowers of~~
6620		~~any Term Loan Obligations, and also waives notice of acceptance of its obligations and notice of protest~~
6621		~~for nonpayment. The Term Loan Obligations of a Term Borrower hereunder shall not be affected by (i)~~
6622		~~the failure of any Term Lender or the Issuing Bank or the Administrative Agent or the Collateral Agent to~~
6623		~~assert any claim or demand or to enforce any right or remedy against the other Term Borrowers under the~~
6624		~~provisions of this Agreement or any of the other Loan Documents or otherwise; (ii) any rescission,~~
6625		~~waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other~~
6626		~~Loan Documents or any other agreement; or (iii) the failure of any Term Lender or the Issuing Bank to~~
6627		~~exercise any right or remedy against any other Term Borrower.~~

6628		~~(c) Each Term Borrower further agrees that its agreement hereunder constitutes a~~
6629		~~promise of payment when due and not of collection, and waives any right to require that any resort be had~~
6630		~~by any Term Lender or the Issuing Bank to any balance of any deposit account or credit on the books of~~
6631		~~any Term Lender or the Issuing Bank in favor of any other Term Borrower or any other person.~~

6632		~~(d) The Term Loan Obligations of each Term Borrower hereunder shall not be~~
6633		~~subject to any reduction, limitation, impairment or termination for any reason, including compromise, and~~
6634		~~shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by~~
6635		~~reason of the invalidity, illegality or unenforceability of the Term Loan Obligations of the other Term~~
6636		~~Borrowers or otherwise. Without limiting the generality of the foregoing, the Term Loan Obligations of~~
6637		~~each Term Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of~~
6638		~~the Administrative Agent, the Collateral Agent or any Term Lender or the Issuing Bank to assert any~~
6639		~~claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or~~
6640		~~any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or~~
6641		~~delay, willful or otherwise, in the performance of the Term Loan Obligations of the other Term Borrowers~~
6642		~~or by any other act or omission which may or might in any manner or to any extent vary the risk of such~~
6643		~~Term Borrower or otherwise operate as a discharge of such Term Borrower as a matter of law or equity.~~

6644		~~(e) Each Term Borrower further agrees that its obligations hereunder shall continue~~
6645		~~to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of~~

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6646		~~principal of or interest on any Term Loan Obligation of the other Term Borrowers is rescinded or must~~
6647		~~otherwise be restored by the Administrative Agent, the Collateral Agent or any Term Lender or the~~
6648		~~Issuing Bank upon the bankruptcy or reorganization of any of the other Term Borrowers or otherwise.~~

6649		~~(f)~~ ~~In furtherance of the foregoing and not in limitation of any other right which the~~
6650		~~Administrative Agent, the Collateral Agent or any Term Lender or the Issuing Bank may have at law or in~~
6651		~~equity against any Term Borrower by virtue hereof, upon the failure of a Term Borrower to pay any Term~~
6652		~~Loan Obligation when and as the same shall become due, whether at maturity, by acceleration, after~~
6653		~~notice of prepayment or otherwise, each other Term Borrower hereby promises to and will, upon receipt~~
6654		~~of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of~~
6655		~~such unpaid Term Loan Obligations, and thereupon each Term Lender shall, in a reasonable manner,~~
6656		~~assign the amount of the Term Loan Obligations of the other Term Borrowers owed to it and paid by such~~
6657		~~Term Borrower pursuant to this Section 10.15 to such Term Borrower, such assignment to be pro tanto to~~
6658		~~the extent to which the Term Loan Obligations in question were discharged by such Term Borrower or~~
6659		~~make such disposition thereof as such Term Borrower shall direct (all without recourse to any Term~~
6660		~~Lender and without any representation or warranty by any Term Lender).~~

6661		~~(g)~~ ~~Notwithstanding any other provision herein, the Parent Borrower shall be~~
6662		~~entitled, at any time and in its sole discretion, to designate any Term Borrower (including itself) to replace~~
6663		~~any other Term Borrower as a borrower hereunder with respect to any outstanding Term Loans.~~

6664		SECTION 10.16 PATRIOT Act. Each Lender hereby notifies Holdings and the Parent
6665		Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
6666		into law October 26, 2001)) (the “PATRIOT Act”), it is required, or will be required in the future, to
6667		obtain, verify and record information that identifies Holdings, the Parent Borrower and the other Loan
6668		Parties, which information includes the name and address of Holdings, the Parent Borrower and the other
6669		Loan Parties and other information that will allow such Lender to identify Holdings, the Parent Borrower
6670		and the other Loan Parties in accordance with the PATRIOT Act.

6671		SECTION 10.17 No Fiduciary Duty. Each Agent, each Lender and their Affiliates
6672		(collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that
6673		conflict with those of the Parent Borrower, and the Foreign Subsidiary Borrowers ~~and the Subsidiary~~
6674		~~Term Borrowers~~, their stockholders and/or their affiliates. Each of the Parent Borrower, and the Foreign
6675		Subsidiary ~~Borrowers and the Subsidiary Term~~ Borrowers agrees that nothing in the Loan Documents or
6676		otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other
6677		implied duty between any Lender, on the one hand, and such borrower, its stockholders or its affiliates, on
6678		the other. Each of the Parent Borrower, and the Foreign Subsidiary ~~Borrowers and the Subsidiary Term~~
6679		Borrowers acknowledges and agrees that (i) the transactions contemplated by the Loan Documents
6680		(including the exercise of rights and remedies hereunder and there under) are arm’s-length commercial
6681		transactions between the Lenders, on the one hand, and the applicable borrower, on the other, and (ii) in
6682		connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or
6683		fiduciary responsibility in favor of any of the Parent Borrower, or the Foreign Subsidiary Borrowers or
6684		~~the Subsidiary Term Borrowers~~, their stockholders or their affiliates with respect to the transactions
6685		contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading
6686		thereto (irrespective of whether any Lender has advised, is currently advising or will advise any borrower,
6687		its stockholders or its Affiliates on other matters) or any other obligation to any of the Parent Borrower, or
6688		the Foreign Subsidiary Borrowers ~~or the Subsidiary Term Borrowers~~ except the obligations expressly set
6689		forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or
6690		fiduciary of any of the Parent Borrower, or the Foreign Subsidiary Borrowers ~~or the Subsidiary Term~~
6691		~~Borrowers~~, their respective management, stockholders, creditors or any other Person. Each of the Parent

-150-


6692		Borrower, and the Foreign Subsidiary ~~Borrowers and Subsidiary Term~~ Borrowers acknowledges and
6693		agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and
6694		that it is responsible for making its own independent judgment with respect to such transactions and the
6695		process leading thereto. Each of the Parent Borrower, and the Foreign Subsidiary Borrowers ~~and~~
6696		~~Subsidiary Term Borrowers~~ agrees that it will not claim that any Lender has rendered advisory services of
6697		any nature or respect, or owes a fiduciary or similar duty to such borrower, in connection with such
6698		transaction or the process leading thereto.

6699		SECTION 10.18 Parallel Debt.

6700		(a) ~~Parallel Debt U.S. Obligations~~[Reserved].

6701		~~(i) For the purpose of any Foreign Security Document governed by Dutch law, each~~
6702		~~of the Parent Borrower and any Subsidiary Term Borrower hereby irrevocably and unconditionally~~
6703		~~undertake to pay as a separate and independent obligation to the Collateral Agent amounts equal to the~~
6704		~~aggregate amount from time to time payable (verschuldigd) to any of the Secured Parties under or~~
6705		~~pursuant to its U.S. Obligations (such payment undertaking to the Collateral Agent hereinafter referred to~~
6706		~~as the “Parallel Debt U.S. Obligations”). The Parallel Debt U.S. Obligations will be payable in the~~
6707		~~currency or currencies of the relevant U.S. Obligations.~~

6708		~~(ii) The Parallel Debt U.S. Obligations will become due and payable (opeisbaar)~~
6709		~~immediately upon the Collateral Agent’s first demand, which may be made at any time, as and when one~~
6710		~~or more of the U.S. Obligations becomes due and payable.~~

6711		~~(iii) Each of the parties to this Agreement hereby acknowledges that (A) the Parallel~~
6712		~~Debt U.S. Obligations constitute undertakings, obligations and liabilities of the Parent Borrower and any~~
6713		~~Subsidiary Term Borrower to the Collateral Agent that are transferable, separate and independent from,~~
6714		~~and without prejudice to, the corresponding U.S. Obligations and (B) the Parallel Debt U.S. Obligations~~
6715		~~represent the Collateral Agent’s own separate claim to receive payment of the Parallel Debt U.S.~~
6716		~~Obligations from the Parent Borrower and each Subsidiary Term Borrower, it being understood that the~~
6717		~~amount~~ ~~that is or may become due and payable by the Parent Borrower and the Subsidiary Term~~
6718		~~Borrowers under or pursuant to the Parallel Debt U.S. Obligations from time to time shall never exceed~~
6719		~~the aggregate amount that is payable under the U.S. Obligations from time to time.~~

6720		~~(iv) For the avoidance of doubt, each of the parties to this Agreement confirms that~~
6721		~~the claims of the Collateral Agent against the Parent Borrower and each Subsidiary Term Borrower in~~
6722		~~respect of the Parallel Debt U.S. Obligations and the claims of any one or more of the Secured Parties~~
6723		~~against the Parent Borrower and each Subsidiary Term Borrower under or pursuant to the U.S.~~
6724		~~Obligations payable to such Secured Parties do not constitute common property (een gemeenschap)~~
6725		~~within the meaning of Section 3:166 of the Dutch Civil Code (“DCC”) and that the provisions relating to~~
6726		~~such common property shall not apply. If, however, it would be held that such claims of the Collateral~~
6727		~~Agent and such claims of any one or more of the Secured Parties do constitute such common property and~~
6728		~~such provisions do apply, the parties to this Agreement agree that this Agreement shall constitute an~~
6729		~~administration agreement (beheersregeling) within the meaning of Section 3:168 of the DCC.~~

6730		~~(v) For the avoidance of doubt, the parties hereto confirm that this Agreement is not~~
6731		~~to be construed as an agreement as referred to in Section 6:16 of the DCC and that Section 6:16 of the~~
6732		~~DCC shall not apply.~~

6733		~~(vi) To the extent the Collateral Agent irrevocably (onaantastbaar) receives any~~
6734		~~amount in payment of the Parallel Debt U.S. Obligations, the Collateral Agent shall distribute such~~

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6735		~~amount among the Secured Parties in accordance with Section 2.18 and upon irrevocable (onaantastbaar)~~
6736		~~receipt of such amount, the U.S. Obligations shall be reduced by an amount equal to such amount in the~~
6737		~~manner as if such amount were received as a payment of the U.S. Obligations on the date of receipt by the~~
6738		~~Collateral Agent of such amount.~~

6739		~~(vii)~~ ~~To the extent the Collateral Agent or Administrative Agent irrevocably~~
6740		~~(onaantastbaar) receives any amount in payment of the U.S. Obligations, the Collateral Agent shall~~
6741		~~distribute such amount among the Secured Parties in accordance with Section 2.18 and upon irrevocable~~
6742		~~(onaantastbaar) receipt of such amount, the Parallel Debt U.S. Obligations shall be reduced by an amount~~
6743		~~equal to such amount in the manner as if such amount were received as a payment of the Parallel Debt~~
6744		~~U.S. Obligations on the date of receipt by the Secured Party of such amount.~~

6745		~~(viii)~~ ~~For the purpose of any Foreign Security Document governed by Dutch law, the~~
6746		~~Collateral Agent acts in its own name and on behalf of itself but for the benefit of the Secured Parties and~~
6747		~~any security right granted to the Collateral Agent to secure the Parallel Debt U.S. Obligations is granted~~
6748		~~to the Collateral Agent in its capacity of sole creditor of the Parallel Debt U.S. Obligations.~~

6749		(b) Parallel Debt Foreign Obligations.

6750		(i) For the purpose of any Foreign Security Document governed by Dutch law, each
6751		Foreign Subsidiary Borrower hereby irrevocably and unconditionally undertakes to pay as a separate and
6752		independent obligation to the Collateral Agent amounts equal to the aggregate amount payable
6753		(verschuldigd) to any of the Secured Parties under or pursuant to its Foreign Obligations (these payment
6754		undertakings to the Collateral Agent hereinafter collectively referred to as the “Parallel Debt Foreign
6755		Obligations”). The Parallel Debt Foreign Obligations will be payable in the currency or currencies of the
6756		relevant Foreign Obligations.

6757		(ii) The Parallel Debt Foreign Obligations will become due and payable (opeisbaar)
6758		immediately upon the Collateral Agent’s first demand, which may be made at any time, as and when one
6759		or more of the Foreign Obligations becomes due and payable.

6760		(iii) Each of the parties to this Agreement hereby acknowledges that (A) the Parallel
6761		Debt Foreign Obligations constitute undertakings, obligations and liabilities of the Foreign Subsidiary
6762		Borrowers to the Collateral Agent which are transferable, separate and independent from, and without
6763		prejudice to, the corresponding Foreign Obligations and (B) the Parallel Debt Foreign Obligations
6764		represent the Collateral Agent’s own separate claims to receive payment of the Parallel Debt Foreign
6765		Obligations from the Foreign Subsidiary Borrowers, it being understood that the amounts which may
6766		become due and payable by the Foreign Subsidiary Borrowers under or pursuant to the Parallel Debt
6767		Foreign Obligations from time to time shall never exceed the aggregate amount which is payable under
6768		the Foreign Obligations from time to time.

6769		(iv) For the avoidance of doubt, each of the parties to this Agreement confirms that
6770		the claims of the Collateral Agent against each of the Foreign Subsidiary Borrowers in respect of the
6771		Parallel Debt Foreign Obligations and the claims of any or more of the Secured Parties against the
6772		Foreign Subsidiary Borrowers under or pursuant to the Foreign Obligations payable to such Secured
6773		Parties do not constitute common property (een gemeenschap) within the meaning of Section 3:166 of the
6774		DCC and that the provisions relating to such common property shall not apply. If, however, it shall be
6775		held that such claims of the Collateral Agent and such claims of any one or more of the Secured Parties
6776		do constitute such common property and such provisions do apply, the parties to this Agreement agree
6777		that this Agreement shall constitute the administration agreement (beheersregeling) within the meaning of
6778		Section 3:168 of the DCC.

-152-



6779		(v) For the avoidance of doubt, the parties hereto confirm that this Agreement is not
6780		to be construed as an agreement as referred to in Section 6:16 of the DCC and that Section 6:16 of the
6781		DCC shall not apply.

6782		(vi) To the extent the Collateral Agent irrevocably (onaantastbaar) receives any
6783		amount in payment of the Parallel Debt Foreign Obligations, the Collateral Agent shall distribute such
6784		amount among the Secured Parties in accordance with Section 2.18 and upon irrevocable (onaantastbaar)
6785		receipt of such amount, the Foreign Obligations shall be reduced by an amount equal to such amount in
6786		the manner as if such amount were received as a payment of the Foreign Obligations on the date of
6787		receipt by the Collateral Agent of such amount.

6788		(vii) To the extent the Collateral Agent or Administrative Agent irrevocably
6789		(onaantastbaar) receives any amount in payment of the Foreign Obligations, the Collateral Agent shall
6790		distribute such amount among the Secured Parties in accordance with Section 2.18 and upon irrevocable
6791		(onaantastbaar) receipt of such amount, the Parallel Debt Foreign Obligations shall be reduced by an
6792		amount equal to such amount in the manner as if such amount were received as a payment of the Parallel
6793		Debt Foreign Obligations on the date of receipt by the Secured Party of such amount.

6794		(viii) For the purpose of any Foreign Security Document governed by Dutch law, the
6795		Collateral Agent acts in its own name and on behalf of itself but for the benefit of the Secured Parties and
6796		any security right granted to the Collateral Agent to secure the Parallel Debt Foreign Obligations is
6797		granted to the Collateral Agent in its capacity of sole creditor of the Parallel Debt Foreign Obligations.

6798		SECTION 10.19 No Novation. Nothing in this Agreement or the Replacement Facility
6799		Amendment shall be deemed to be a substitution or novation of ~~any~~the obligations ~~(under and as defined~~
6800		~~in the Existing Credit Agreement) or under any other Loan Document (as defined in the Existing Credit~~
6801		~~Agreement)~~.outstanding under the Security Documents or the other Loan Documents or instruments
6802		securing the same, which shall remain in full force and effect, except to any extent modified hereby or by
6803		instruments executed concurrently herewith.

6804		~~SECTION 10.20~~ ~~Release of Cequent Group. Notwithstanding anything to the contrary~~
6805		~~in this Agreement or any other Loan Document, each Lender and each Loan Party agrees that upon the~~
6806		~~Restatement Date, (i) the liens and security interests granted by the Cequent Group pursuant to the Loan~~
6807		~~Documents (as defined in the Existing Credit Agreement) shall be automatically and irrevocably released~~
6808		~~and terminated, (ii) all Guarantees of the Obligations (as defined in the Existing Credit Agreement) by the~~
6809		~~Cequent Group under the Loan Documents (as defined in the Existing Credit Agreement) shall be~~
6810		~~automatically and irrevocably released and discharged, all without any further action being required to~~
6811		~~effectuate the foregoing, (iii) the Administrative Agent will, at the Parent Borrower’s expense, execute~~
6812		~~and deliver such releases, terminations, certificates, instruments, notices, agreements and documents as~~
6813		~~the Parent Borrower may reasonably request in order to evidence the termination of the liens and security~~
6814		~~interests granted by the Cequent Group pursuant to the Loan Documents (as defined in the Existing Credit~~
6815		~~Agreement), (iv) the Administrative Agent or its designee will be authorized to file UCC termination~~
6816		~~statements, releases in respect of the recordation of the security interests in intellectual property, mortgage~~
6817		~~releases and fixture filing releases in real property records and any other releases or instruments of release~~
6818		~~and discharge in respect of the security interests granted by the Cequent Group pursuant to the Loan~~
6819		~~Documents (as defined in the Existing Credit Agreement), in each case, in order to terminate or evidence~~
6820		~~the termination of the liens and security interests granted by the Cequent Group pursuant to the Loan~~
6821		~~Documents (as defined in the Existing Credit Agreement), (v) the Administrative Agent will deliver to the~~
6822		~~Parent Borrower or its designee all certificated securities (together with related powers, if any) of the~~
6823		~~Cequent Group in the possession of the Administrative Agent and (vi) the Cequent Group will be released~~

-153-


6824		~~from the Loan Documents (as defined in the Existing Credit Agreement).~~SECTION 10.20
6825		Acknowledgement and Consent to Bail-In of EEA Financial
6826		Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,
6827		arrangement or understanding among any such parties, each party hereto acknowledges that any liability
6828		of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down
6829		and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
6830		and agrees to be bound by:

6831		(a) the application of any Write-Down and Conversion Powers by an EEA
6832		Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party
6833		hereto that is an EEA Financial Institution; and

6834		(b) the effects of any Bail-In Action on any such liability, including, if applicable:

6835		(i) a reduction in full or in part or cancellation of any such liability;

6836		(ii) a conversion of all, or a portion of, such liability into shares or other
6837		instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge
6838		institution that may be issued to it or otherwise conferred on it, and that such shares or
6839		other instruments of ownership will be accepted by it in lieu of any rights with respect to
6840		any such liability under this Agreement or any other Loan Document; or

6841		(iii) the variation of the terms of such liability in connection with the
6842		exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

6843		SECTION 10.21 MIRE Events. Each of the parties hereto acknowledges and agrees
6844		that, solely in the event that there are any Mortgaged Properties at the time of any increase, extension or
6845		renewal of any of the Commitments or Loans (including the provision of Incremental Revolving
6846		Commitments or any other incremental credit facilities hereunder, but excluding (i) any continuation or
6847		conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or
6848		extension of Letters of Credit) shall be subject to (and conditioned upon) delivery of all flood hazard
6849		determination certifications, acknowledgements and evidence of flood insurance and other flood-related
6850		documentation with respect to such Mortgaged Properties as required by Flood Laws and as otherwise
6851		reasonably requested by the Administrative Agent or the Lenders (through the Administrative Agent).

-154-


6852		IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
6853		executed by their respective authorized officers as of the day and year first above written.


6854	TRIMAS CORPORATION,

6855	By:
6856		Name:
6857		Title:

6858	TRIMAS COMPANY LLC,

6859	By:
6860		Name:
6861		Title:
6862

[Signature Page to Credit Agreement]


6863
6864	JPMORGAN CHASE BANK, N.A., individually and as
6865	Administrative Agent,

6866	By:
6867		Name: Krys Szremski
6868		Title: Vice President
6869

[Signature Page to Credit Agreement]


6870
6871	LENDER SIGNATURE PAGE TO
6872	THE CREDIT AGREEMENT

6873		Name of Lender,

6874		By:
6875			Name:
6876			Title:

6877		For any Lender requiring a second signature line:

6878		By:
6879			Name:
6880			Title:
6881
6882
6883
6884

[Signature Page to Credit Agreement]

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