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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 16, 2024
SONOCO PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
South Carolina |
001-11261 |
57-0248420 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1 N. Second St.
Hartsville, South Carolina 29550
(Address of principal executive offices) (Zip
Code)
(843)
383-7000
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
No
par value common stock |
SON |
New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 | Entry into a Material Definitive Agreement. |
On September 16, 2024, Sonoco
Products Company (the “Company”) entered into a credit agreement with the lenders party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent (the “364-Day Term Credit Agreement”). The 364-Day Term Credit Agreement, which was
upsized from the commitments for an intended $1.2 billion credit agreement previously announced by the Company on September 13,
2024, provides the Company with the ability to borrow up to $1.5 billion on an unsecured basis (the “364-Day Term Loan
Facility”) to finance a portion of the cash consideration for the Company’s pending acquisition of Titan Holdings I
B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws
of the Netherlands (the “Eviosys Acquisition”). Funding of the 364-Day Term Loan Facility is expected to take place
substantially concurrently with the closing of the Eviosys Acquisition. The aggregate amount of the commitments under the 364-Day
Term Credit Agreement have replaced a corresponding amount of the commitments in respect of the 364-day senior unsecured bridge term
loan facility in an aggregate amount of up to $4 billion previously described in the Company’s Current Report on Form 8-K
filed on June 24, 2024, in accordance with the terms of the bridge facility commitment letter. As a result, an aggregate amount
of up to $1.8 billion in bridge facility commitments remain.
Borrowings under the 364-Day Term Loan
Facility, net of any prepayments, will become payable in full on the date that is 364 days after the Funding Date (as defined in the
364-Day Term Credit Agreement) (or if such date is not a business day, the next preceding business day). Borrowings under the
364-Day Term Loan Facility will bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) the
forward-looking Secured Overnight Financing Rate term rate (such borrowings, “Term SOFR Loans”), (ii) a base rate,
or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on the Company’s credit ratings
and, in the of case of Term SOFR Loans, an adjustment of 10 basis points. There is no required amortization, and voluntary
prepayments of borrowings under the 364-Day Term Loan Facility are permissible without penalty, subject to certain conditions
pertaining to minimum notice and minimum prepayment and reduction amounts as described in the 364-Day Term Credit Agreement.
The 364-Day Term Credit Agreement
contains various customary representations and warranties and affirmative and negative covenants, as more fully described in the
364-Day Term Credit Agreement. The 364-Day Term Credit Agreement also contains various customary events of default (subject to grace
periods, as applicable) including, among others: nonpayment of principal, interest or fees; breach of covenant; payment default on,
or acceleration under, certain other material indebtedness; inaccuracy of the representations or warranties in any material respect;
bankruptcy or insolvency; inability to pay debts; certain unsatisfied judgments; certain ERISA-related events; the invalidity or
unenforceability of the 364-Day Term Credit Agreement or certain other documents executed in connection therewith; and the
occurrence of a change of control.
The foregoing description of the 364-Day
Term Credit Agreement and the 364-Day Term Loan Facility does not purport to be complete and is qualified in its entirety by
reference to the full and complete terms of the 364-Day Term Credit Agreement, which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Certain of the lenders under the 364-Day
Term Loan Facility and/or their affiliates have in the past performed, and may in the future from time to time perform, investment
banking, financial advisory, lending and/or commercial banking services, or other services for the Company and/or its subsidiaries
(including in connection with the transactions described in this Current Report on Form 8-K), for which they have received, and
may in the future receive, customary compensation and expense reimbursement.
This Current Report on Form 8-K, including the exhibits hereto, is not an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any offer or sale of securities in any jurisdiction where such offer or sale is not permitted.
No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from,
or in a transaction not subject to, such registration requirements.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item 1.01 is incorporated
herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
* Certain schedules and attachments have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments
to the Securities and Exchange Commission or its staff upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
SONOCO PRODUCTS COMPANY |
|
|
|
Date: September 16, 2024 |
By: |
/s/ Robert R. Dillard |
|
|
Robert R. Dillard |
|
|
Chief Financial Officer |
Exhibit 10.1
EXECUTION VERSION
364-DAY
TERM CREDIT AGREEMENT
dated as of September 16, 2024,
among
SONOCO PRODUCTS COMPANY,
as the Borrower,
the Lenders
party hereto
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
JPMORGAN CHASE BANK, N.A.,
MORGAN STANLEY SENIOR FUNDING, INC.,
GOLDMAN SACHS BANK USA,
RBC
CAPITAL MARKETS1,
BOFA SECURITIES, INC.
and
WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners
MORGAN STANLEY SENIOR FUNDING, INC.,
as Syndication Agent
U.S. BANK NATIONAL ASSOCIATION
and
TD BANK, N.A.,
as Co-Documentation Agents
1
RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.
TABLE OF CONTENTS
Section |
|
Page |
|
|
|
ARTICLE I |
DEFINITIONS AND ACCOUNTING TERMS |
1 |
|
|
|
|
1.01 |
Defined Terms |
1 |
|
1.02 |
Other Interpretive Provisions |
29 |
|
1.03 |
Accounting Terms |
30 |
|
1.04 |
Rounding |
30 |
|
1.05 |
Interest Rates; Benchmark Notification |
31 |
|
1.06 |
Effectuation of Transactions |
31 |
|
1.07 |
Cashless Rollovers |
31 |
|
1.08 |
Exchange Rates |
31 |
|
|
|
|
ARTICLE II |
THE COMMITMENTS AND BORROWINGS |
32 |
|
|
|
|
2.01 |
Loans |
32 |
|
2.02 |
Borrowings, Conversions and Continuations of Loans |
32 |
|
2.03 |
[Reserved] |
33 |
|
2.04 |
[Reserved] |
33 |
|
2.05 |
Prepayments |
33 |
|
2.06 |
Termination or Reduction of Commitments |
34 |
|
2.07 |
Repayment of Loans |
35 |
|
2.08 |
Interest |
35 |
|
2.09 |
Fees |
36 |
|
2.10 |
Computation of Interest and Fees |
36 |
|
2.11 |
Evidence of Debt |
36 |
|
2.12 |
Payments Generally; Administrative Agent’s Clawback |
37 |
|
2.13 |
Sharing of Payments by Lenders |
38 |
|
2.14 |
[Reserved] |
39 |
|
2.15 |
[Reserved] |
39 |
|
2.16 |
Defaulting Lenders |
39 |
|
|
|
|
ARTICLE III |
TAXES, YIELD PROTECTION AND ILLEGALITY |
40 |
|
|
|
|
3.01 |
Taxes |
40 |
|
3.02 |
Illegality |
44 |
|
3.03 |
Inability to Determine Rates |
44 |
|
3.04 |
Increased Costs |
47 |
|
3.05 |
Funding Losses |
48 |
|
3.06 |
Mitigation Obligations; Replacement of Lenders |
48 |
|
3.07 |
Survival |
49 |
|
|
|
|
ARTICLE IV |
CONDITIONS PRECEDENT |
49 |
|
|
|
|
4.01 |
Conditions Precedent to Effectiveness |
49 |
|
4.02 |
Conditions Precedent to the Funding Date |
50 |
|
|
|
|
ARTICLE V |
REPRESENTATIONS AND WARRANTIES |
52 |
|
|
|
|
5.01 |
Existence, Qualification and Power; Compliance with Laws |
52 |
|
5.02 |
Authorization; No Contravention |
52 |
|
5.03 |
Governmental Authorization; Other Consents |
52 |
|
5.04 |
Binding Effect |
52 |
|
5.05 |
Financial Statements; No Internal Control Event |
52 |
|
5.06 |
Litigation |
53 |
|
5.07 |
No Default |
53 |
|
5.08 |
Ownership of Property |
53 |
|
5.09 |
Environmental Compliance |
53 |
|
5.10 |
Insurance |
53 |
|
5.11 |
Taxes |
54 |
|
5.12 |
ERISA Compliance |
54 |
|
5.13 |
Margin Regulations; Investment Company Act |
55 |
|
5.14 |
Disclosure |
55 |
|
5.15 |
Compliance with Laws |
55 |
|
5.16 |
Intellectual Property; Licenses, Etc |
55 |
|
5.17 |
OFAC; Anti-Corruption Laws |
56 |
|
5.18 |
Affected Financial Institutions |
56 |
|
5.19 |
Solvency |
56 |
|
|
|
|
ARTICLE VI |
AFFIRMATIVE COVENANTS |
56 |
|
|
|
|
6.01 |
Financial Statements |
56 |
|
6.02 |
Certificates; Other Information |
57 |
|
6.03 |
Notices |
59 |
|
6.04 |
Payment of Obligations |
59 |
|
6.05 |
Preservation of Existence, Etc |
59 |
|
6.06 |
Maintenance of Properties |
59 |
|
6.07 |
Maintenance of Insurance |
60 |
|
6.08 |
Compliance with Laws |
60 |
|
6.09 |
Books and Records |
60 |
|
6.10 |
Inspection Rights |
60 |
|
6.11 |
Use of Proceeds |
60 |
|
6.12 |
Anti-Corruption Laws |
60 |
|
|
|
|
ARTICLE VII |
NEGATIVE COVENANTS |
61 |
|
|
|
|
7.01 |
Liens |
61 |
|
7.02 |
Indebtedness |
62 |
|
7.03 |
Fundamental Changes |
63 |
|
7.04 |
[Reserved] |
63 |
|
7.05 |
Transactions with Affiliates |
63 |
|
7.06 |
Use of Proceeds |
63 |
|
7.07 |
Minimum Book Net Worth |
64 |
|
7.08 |
Minimum Consolidated Interest Coverage Ratio |
64 |
|
7.09 |
Sanctions; Anti-Corruption Laws |
64 |
|
|
|
|
ARTICLE VIII |
EVENTS OF DEFAULT AND REMEDIES |
64 |
|
|
|
|
8.01 |
Events of Default |
64 |
|
8.02 |
Remedies Upon Event of Default |
66 |
|
8.03 |
Application of Funds |
67 |
|
|
|
|
ARTICLE IX |
ADMINISTRATIVE AGENT |
68 |
|
|
|
|
9.01 |
Appointment and Authority |
68 |
|
9.02 |
Rights as a Lender |
68 |
|
9.03 |
Exculpatory Provisions |
68 |
|
9.04 |
Reliance by Administrative Agent |
70 |
|
9.05 |
Delegation of Duties |
70 |
|
9.06 |
Resignation of Administrative Agent |
70 |
|
9.07 |
Non-Reliance on Administrative Agent, the Arrangers and the Other Lenders |
71 |
|
9.08 |
No Other Duties; Etc |
72 |
|
9.09 |
Administrative Agent May File Proofs of Claim |
72 |
|
9.10 |
Certain ERISA Matters |
73 |
|
9.11 |
Recovery of Erroneous Payments |
74 |
|
9.12 |
Posting of Communications |
75 |
|
|
|
|
ARTICLE X |
MISCELLANEOUS |
76 |
|
|
|
|
10.01 |
Amendments, Etc |
76 |
|
10.02 |
Notices; Effectiveness; Electronic Communication |
77 |
|
10.03 |
No Waiver; Cumulative Remedies; Enforcement |
78 |
|
10.04 |
Expenses; Indemnity; Limitation of liability |
79 |
|
10.05 |
Payments Set Aside |
81 |
|
10.06 |
Successors and Assigns |
81 |
|
10.07 |
Treatment of Certain Information; Confidentiality |
86 |
|
10.08 |
Right of Setoff |
87 |
|
10.09 |
Interest Rate Limitation |
87 |
|
10.10 |
Integration; Effectiveness |
87 |
|
10.11 |
Survival |
88 |
|
10.12 |
Severability |
88 |
|
10.13 |
Replacement of Lenders |
88 |
|
10.14 |
Governing Law; Jurisdiction; Etc |
89 |
|
10.15 |
Waiver of Jury Trial |
90 |
|
10.16 |
USA PATRIOT Act Notice |
91 |
|
10.17 |
No Advisory or Fiduciary Responsibility |
91 |
|
10.18 |
Counterparts; Electronic Execution; Electronic Records |
92 |
|
10.19 |
Acknowledgment and Consent to Bail-In of Affected Financial Institutions |
92 |
|
10.20 |
Acknowledgement Regarding Any Supported QFCs |
93 |
SCHEDULES |
|
|
|
|
2.01 |
Commitments |
|
7.01 |
Existing Liens |
|
10.02 |
Certain Addresses for Notices |
|
|
|
EXHIBITS |
|
|
|
|
Form of |
|
|
|
|
|
A |
Loan Notice |
|
B |
[Reserved] |
|
C |
Note |
|
D |
Notice of Loan Prepayment |
|
E |
Solvency Certificate |
|
F |
Compliance Certificate |
|
G |
Assignment and Assumption |
|
H |
U.S. Tax Compliance Certificates |
|
I |
Voting Participant Notification |
364-DAY TERM CREDIT AGREEMENT
dated as of September 16, 2024 (this “Agreement”), among SONOCO PRODUCTS COMPANY, a South Carolina corporation
(the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK,
N.A., as Administrative Agent.
WHEREAS,
the Borrower has requested that the Lenders make Loans to the Borrower, and the Lenders have agreed to make such Loans to the Borrower
on the terms and subject to the conditions set forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree
as follows:
Article I
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined
Terms.
As used in this Agreement,
the following terms shall have the meanings set forth below:
“2023 Term Loan Credit
Agreement” means the Credit Agreement dated as of August 7, 2023, among the Borrower, CoBank, as administrative agent,
and the lenders from time to time party thereto.
“Acquired Company”
means Titan Holdings I B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of the Netherlands, having its official seat in Amsterdam, having its registered office at Keizersgracht 555, 1017 DR Amsterdam,
the Netherlands, and registered with the Dutch trade register under registration number 82439613.
“Acquired Group”
means the Acquired Company and its Subsidiaries.
“Acquired Group Credit
Facilities Refinancing” has the meaning specified in the definition of the term “Acquired Group Refinancing”.
“Acquired Group Refinancing”
means (a) the repayment in full of all Indebtedness outstanding under the Senior Facilities Agreement, dated as of July 15,
2021, by and among Titan Holdings II B.V., as parent, Kouti B.V., as bidco, the Mandated Lead Arrangers party thereto, Barclays Bank PLC,
as agent, and Deutsche Bank AG, London Branch, as security agent, and the termination of all commitments thereunder, the cancellation
or termination of all letters of credit outstanding thereunder, or the cash collateralization or backstop thereof in a manner reasonably
satisfactory to the issuing bank thereof, and the release of all Guarantees and Liens created pursuant thereto or the making of arrangements
reasonably satisfactory to the Administrative Agent for the release thereof (the “Acquired Group Credit Facilities Refinancing”)
and (b) the redemption, repurchase or discharge of the entire outstanding principal amount of the 5.125% Senior Notes due 2029 of
Titan Holdings II B.V., and the release of all Guarantees and Liens created pursuant thereto or the making of arrangements reasonably
satisfactory to the Administrative Agent for the release thereof.
“Acquisition”
means the acquisition by the Borrower of all of the issued and outstanding Equity Interests in the Acquired Company pursuant to the Acquisition
Agreement.
“Acquisition Agreement”
means the Equity Purchase Agreement among the Borrower, the Seller and the Acquired Company, to be entered into by such Persons pursuant
to the Put Option Agreement.
“Acquisition Documents”
means the Acquisition Agreement, the Put Option Agreement, all annexes, exhibits, schedules, disclosure letters and ancillary agreements
referred to in the Put Option Agreement or in the Acquisition Agreement and all related documents.
“Acquisition Documents
Representations” means the representations and warranties made by or with respect to the Seller or the Acquired Group in the
Acquisition Documents as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower
has (or an Affiliate of the Borrower has) the right (taking into account any applicable cure provisions) to decline to consummate the
Acquisition or to terminate its (or such Affiliate’s) obligations under the Acquisition Documents as a result of the breach of such
representations and warranties in the Acquisition Documents.
“Additional
Specified Asset Sale” means the sale, transfer or other disposition of all or a substantial portion of the assets of,
or of the Equity Interests of Subsidiaries holding the assets of, the Thermoformed and Flexibles Packaging business unit of the Borrower
and its Subsidiaries.
“Adjusted Daily Simple
SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR plus (b) 0.10%; provided that
if the Adjusted Daily Simple SOFR as so determined would be less than zero, such rate shall be deemed to be equal to zero for the purposes
of this Agreement.
“Adjusted Term SOFR”
means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR for such Interest Period plus (b) 0.10%;
provided that if the Adjusted Term SOFR as so determined would be less than zero, such rate shall be deemed to be equal to zero
for the purposes of this Agreement.
“Administrative Agent”
means JPMorgan (or any of its designated branch offices or Affiliates), in its capacity as administrative agent under the Loan Documents,
or any successor administrative agent.
“Administrative Agent
Fee Letter” means the administrative agent fee letter dated September 6, 2024, between JPMorgan and the Borrower, relating
to the credit facility established hereunder.
“Administrative Agent’s
Account” means such account of the Administrative Agent as the Administrative Agent may from time to time notify the Borrower
and the Lenders.
“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by the Administrative Agent.
“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified.
“Aggregate Commitments”
means, at any time, the aggregate amount of the Commitments of all the Lenders at such time. The Aggregate Commitments as of the Closing
Date are $1,500,000,000.
“Agreed Stock Consideration
Amount” means the amount of the Agreed Stock Consideration Value (as defined in the Form Acquisition Agreement) on the
first date on which the amount thereof (as determined in accordance with the definition of such term set forth in the Form Acquisition
Agreement, but disregarding any reduction thereof effected by the Borrower, including pursuant to Section 2.5 of the Acquisition
Agreement) is more than €0 (such date, the “ASCV Reduction Date”).
“Agreement”
has the meaning specified in the preamble hereto.
“Ancillary Document”
has the meaning specified in Section 10.18.
“Applicable Percentage”
means, with respect to any Lender at any time, (a) at any time on or prior to the funding of the Loans on the Funding Date, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time and (b) at
any time thereafter, the percentage (carried out to the ninth decimal place) of the aggregate outstanding principal amount of the Loans
held by such Lender at such time.
“Applicable Rate”
means, for any day, with respect to any Term SOFR Loan, any Daily Simple SOFR Loans (if applicable pursuant to Section 3.03)
or any Base Rate Loan, or with respect to the Ticking Fees payable hereunder, the applicable rate per annum set forth below under the
caption “Term SOFR/Daily Simple SOFR Loans”, “Base Rate Loans” or “Ticking Fee”, as the case may be,
based upon the Debt Rating by S&P, Moody’s and Fitch applicable on such date:
Pricing
Level |
Debt
Ratings
(S&P/Moody’s/Fitch) |
Ticking Fee |
Term
SOFR/Daily
Simple SOFR
Loans |
Base Rate
Loans |
I |
> A-/A3/A- |
N/A |
1.000% |
0.000% |
II |
BBB+/Baa1/BBB+ |
N/A |
1.125% |
0.125% |
III |
BBB/Baa2/BBB |
N/A |
1.250% |
0.250% |
IV |
BBB-/Baa3/BBB- |
0.175% |
1.375% |
0.375% |
V |
< BB+/Ba1/BB+ |
0.250% |
1.625% |
0.625% |
; provided that (x) for each Pricing
Level, each of the interest rate spreads set forth in the table above will increase by 0.25% per annum on the 270th day after the Funding
Date and (y) prior to the end of the first full fiscal quarter of the Borrower ending after the Funding Date, in no event shall any
Pricing Level numerically lower than Pricing Level IV apply (with Pricing Level I being numerically lower than Pricing Level V).
Each change in the Applicable
Rate resulting from a publicly announced change in any Debt Rating shall be effective, in the case of an upgrade, during the period commencing
on the third Business Day following the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 6.03(c) and
ending on the date immediately preceding the effective date of the next such change and, in the case of a downgrade, during the period
commencing on the third Business Day following the date of the public announcement thereof and ending on the date immediately preceding
the effective date of the next such change.
For
purposes of the foregoing, (a)(i) if a Debt Rating is issued by each of S&P, Moody’s and Fitch and the Debt Ratings fall
within different Pricing Levels, then (A) if any two Debt Ratings are at the same Pricing Level, then such Pricing Level shall apply
and (B) if no two Debt Ratings are at the same Pricing Level, then the Pricing Level in the middle of the distribution of the three
Debt Ratings shall apply and (ii) if a Debt Rating is issued by only two of S&P, Moody’s and Fitch, then the numerically
lower Pricing Level (with Pricing Level I being numerically lower than Pricing Level V) shall apply, unless there is a split in
Debt Ratings of more than one Pricing Level, in which case the Pricing Level that is one level numerically lower than the Pricing Level
corresponding to the higher Debt Rating shall apply; provided that, with respect to this clause (a), in no event shall any Pricing
Level numerically lower than Pricing Level IV apply to the Ticking Fee, (b) if any two of S&P, Moody’s or Fitch shall not
have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence of this paragraph), then one
of such rating agencies shall be deemed to have issued a Debt Rating corresponding to Pricing Level V, and (c) if none of S&P,
Moody’s and Fitch shall have in effect a Debt Rating (other than by reason of the circumstances referred to in the last sentence
of this paragraph), then Pricing Level V shall apply. If the rating system of S&P, Moody’s or Fitch shall change, or if either
such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate
in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency
and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined, with respect to the Debt Rating issued
by such rating agency, by reference to the Debt Rating issued by such rating agency most recently in effect prior to such change or cessation.
“Approved Electronic
Platform” has the meaning specified in Section 9.12(a).
“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.
“Arrangers”
means JPMorgan, MSSF, Goldman Sachs Bank USA, RBC Capital Markets, BofA Securities, Inc. and Wells Fargo Securities, LLC, each in
its capacity as joint lead arranger and joint bookrunner for the credit facility established hereunder.
“Arranger Fee Letter”
means the arranger fee letter dated September 6, 2024, among JPMorgan, MSSF and the Borrower, relating to the credit facility established
hereunder.
“ASCV Reduction Date”
has the meaning specified in the definition of the term “Agreed Stock Consideration Amount”.
“ASCV Reduction Amount”
means the excess of the Agreed Stock Consideration Amount over €0.
“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any Person whose consent is
required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit G
or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.
“Attributable Indebtedness”
means, on any date, in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP.
“Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2023,
and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal year of the
Borrower and its Subsidiaries then ended, including the notes thereto.
“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or
component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that
is or may be used for determining the length of an Interest Period for any term rate or otherwise for determining any frequency of making
payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for
such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.03(b)(iv).
“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.
“Bail-In Legislation”
means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).
“Bankruptcy Code”
means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.
“Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in
effect on such day plus ½ of 1.00% per annum and (c) the Adjusted Term SOFR for a one month Interest Period as published
two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately
preceding U.S. Government Securities Business Day) plus 1.00% per annum. For the purpose of clause (c) above, the Adjusted
Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. (Chicago time) on such day (or any
amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference
Rate methodology); provided that if such rate shall be less than zero, such rate shall be deemed to be zero. Any change in the
Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR shall be effective from and including the effective
date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR, respectively. If the Base Rate is being used as an alternate
rate of interest with respect to the Adjusted Term SOFR pursuant to Section 3.03 (for the avoidance of doubt, only until the
Benchmark Replacement with respect thereto has been determined pursuant to Section 3.03(b)), then the Base Rate shall be the
greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
Notwithstanding the foregoing, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed
to be 1.00% for purposes of this Agreement.
“Base Rate Borrowing”
means a Borrowing comprised of Base Rate Loans.
“Base Rate Loan”
means a Loan that bears interest at a rate determined by reference to the Base Rate.
“Benchmark”
means, initially, the Term SOFR; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date, have
occurred with respect to the Term SOFR or the then-current Benchmark, as applicable, then “Benchmark” means the applicable
Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(b).
“Benchmark Replacement”
means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent
for the applicable Benchmark Replacement Date:
(a) the Adjusted Daily
Simple SOFR; or
(b) the sum of (i) the
alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark
for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (B) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities
at such time in the United States and (ii) the related Benchmark Replacement Adjustment.
If the Benchmark Replacement
as determined pursuant to clause (a) above or clause (b) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or
method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected
by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (a) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement
Date and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
Dollar-denominated syndicated credit facilities at such time in the United States.
“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term SOFR Loan, any technical, administrative
or operational changes (including changes to the definition of “Base Rate”, the definition of “Business Day”,
the definition of “U.S. Government Securities Business Day”, the definition of “Interest Period”, timing
and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation
notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters)
that the Administrative Agent determines may be appropriate to reflect the adoption and implementation of such Benchmark and to permit
the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative
Agent determines that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent
determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative
Agent determines is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement
Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current
Benchmark:
(a) in the case of clause
(a) or clause (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of
the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or
(b) in the case of clause
(c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component
used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof)
have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to
be no longer representative; provided that such non-representativeness will be determined by reference to the most recent statement
or publication referenced in such clause (c) and even if such Benchmark (or component thereof) or, if such Benchmark is a
term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt,
(A) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination
and (B) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) above
with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition
Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current
Benchmark:
(a) a public statement
or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component
thereof), permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator
that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of
such Benchmark (or such component thereof);
(b) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof), the FRB, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator
for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component),
in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark
(or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently
or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue
to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or
such component thereof); or
(c) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available
Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
For the avoidance of doubt,
a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication
of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).
“Benchmark Unavailability
Period” means, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement
Date pursuant to clause (a) or clause (b) of that definition has occurred if, at such time, no Benchmark Replacement
has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03(b) and
(b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under
any Loan Document in accordance with Section 3.03(b).
“Beneficial Ownership
Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.
“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.
“Book Net Worth”
means, at any time, the sum of the following for the Borrower and its Subsidiaries on a consolidated basis: (a) common and preferred
Equity Interests; (b) capital in excess of stated value (paid in capital); and (c) retained earnings, as determined in accordance
with GAAP; provided that (i) the effect of any changes to GAAP shall be eliminated, (ii) non-cash asset impairment and
goodwill charges shall be excluded and (iii) non-cash settlement expenses and other non-cash charges related to the Borrower’s
U.S. Pension Plan termination process (net of related tax benefits or charges) shall be excluded.
“Borrower”
has the meaning specified in the preamble hereto.
“Borrower Materials”
has the meaning specified in Section 6.02.
“Borrowing”
means Loans of the same Type made, converted or continued on the same date and, in the case of Term SOFR Loans, having the same Interest
Period.
“Bridge Commitment
Letter” means the commitment letter dated the Signing Date (together with all exhibits and annexes thereto), among JPMorgan,
MSSF and the Borrower, relating to the Bridge Facility.
“Bridge Facility”
means a senior unsecured 364-day bridge loan facility of the Borrower in an aggregate principal amount of up to $1,800,000,000 (originally,
up to $4,000,000,000), to be established in connection with the Acquisition.
“Business Day”
means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, when used
in relation to Term SOFR Loans or Daily Simple SOFR Loans and any interest rate settings, fundings, disbursements, settlements or payments
of any such Loans referencing the Adjusted Term SOFR or Adjusted Daily Simple SOFR or any other dealings of such Loans referencing the
Adjusted Term SOFR or Adjusted Daily Simple SOFR, the term “Business Day” shall also exclude any date that is not a U.S. Government
Securities Business Day.
“Capital Lease”
means, as applied to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee which, in accordance
with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.
“Change in Law”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether
or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or
issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control”
means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of the Borrower or its Subsidiaries and any
Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 35% or more of the equity
securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted
basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right).
“Closing Date”
means the first date on which all conditions precedent set forth in Section 4.01 are satisfied (or waived in accordance with
Section 10.01).
“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).
“CoBank”
means CoBank, ACB, a federally chartered instrumentality of the United States.
“CoBank Equities”
has the meaning specified in the 2023 Term Loan Credit Agreement.
“Code”
means the Internal Revenue Code of 1986.
“Co-Documentation
Agents” means U.S. Bank National Association and TD Bank, N.A., each in its capacity as a co-documentation agent for the credit
facility established hereunder.
“Commitment”
means, as to each Lender, its obligation to make a Loan to the Borrower on the Funding Date in a principal amount not to exceed the Dollar
amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement.
“Commitment Fee”
has the meaning specified in Section 2.09(b).
“Commitment Termination
Date” means the earliest of (a) the expiration of the put option under the Put Option Agreement in accordance with its
terms, or the termination of the Put Option Agreement by the Borrower in a signed writing in accordance with its terms (or the Borrower’s
written or publicly announced confirmation of the termination of the Put Option Agreement by any other party thereto), in each case, prior
to the execution of the Acquisition Agreement by all the contemplated parties thereto, (b) after the execution of the Acquisition
Agreement by all the contemplated parties thereto and prior to the consummation of the Acquisition, the termination of the Acquisition
Agreement by the Borrower in a signed writing in accordance with its terms (or the Borrower’s written or publicly announced confirmation
of the termination of the Acquisition Agreement by any other party thereto), (c) the consummation of the Acquisition without the
use of the Loans, effective immediately upon such consummation, or (d) 11:59 p.m. (New York City time) on the date that is five
Business Days after March 21, 2025 (the “Outside Date”); provided that if the Termination Date (as defined
in the Form Acquisition Agreement) is extended to June 20, 2025 pursuant to Section 10.1(d) of the Form Acquisition
Agreement, the Outside Date shall be automatically extended to June 20, 2025.
“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower
pursuant to any Loan Document or the transactions contemplated therein which is distributed by or to the Administrative Agent or any Lender
by means of electronic communications pursuant to Section 9.12, including through an Approved Electronic Platform.
“Compliance Certificate”
means a certificate substantially in the form of Exhibit F.
“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.
“Consolidated EBITDA”
means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such
period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest
Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries
for such period, (iii) depreciation and amortization expense for such period, (iv) non-cash asset impairment and goodwill charges,
(v) non-recurring non-cash charges, expenses or losses of the Borrower or any Subsidiaries for such period (excluding any such charge,
expense or loss that constitutes an accrual of, or a reserve for, cash charges for any future period); provided, however,
that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or losses (excluding any
such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges
for any future period) shall be subtracted from the calculation of Consolidated EBITDA in the period when such payments are made and (vi) settlement
expenses and other non-cash charges related to the Borrower’s U.S. Pension Plan termination process; and minus (b) to
the extent included in calculating such Consolidated Net Income, (i) Federal, state, local and foreign income tax credits of the
Borrower and its Subsidiaries for such period and (ii) non-cash income (excluding any items that represent the reversal of any accrual
of, or cash reserve for, anticipated cash charges in any prior period that are described in the parenthetical to clause (a)(iv) above).
“Consolidated Interest
Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money
(including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest
in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under
Capital Leases that is treated as interest in accordance with GAAP.
“Consolidated Interest
Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four
prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.
“Consolidated Net
Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower
and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for such period determined in accordance with GAAP.
“Consolidated Parties”
means a collective reference to the Borrower and its Subsidiaries, and “Consolidated Party” means any one of them.
“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is bound.
“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.
“Corresponding Tenor”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.
“Covered Entity”
means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).
“Covered Party”
has the meaning specified in Section 10.20.
“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such
day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (a) if
such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (b) if such SOFR Rate Day is not a U.S. Government
Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR
is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR
shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. If by 5:00 p.m. (New York
City time) on the second U.S. Government Securities Business Day immediately following any SOFR Determination Date, SOFR in respect
of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with
respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Date will be SOFR as published in respect of
the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website.
“Daily Simple SOFR
Borrowing” means a Borrowing comprised of Daily Simple SOFR Loans.
“Daily Simple SOFR
Loan” means a Loan that bears interest at a rate determined by reference to the Daily Simple SOFR.
“Debt Incurrence”
means any incurrence of Indebtedness of the type referred to in clause (a) of the definition of such term by the Borrower or any
of its Subsidiaries (including any debt securities convertible into equity securities or hybrid debt-equity securities), other than (a) any
Indebtedness of the Borrower or any of its Subsidiaries owed to the Borrower or any of its Subsidiaries, (b) any Indebtedness of
the Borrower or any of its Subsidiaries incurred under the Existing Revolving Credit Agreement (or under any amendment thereto or refinancing
thereof) in the ordinary course so long as the aggregate committed amount thereof and, without duplication, outstanding amount thereunder
does not exceed $1,250,000,000, (c) Capital Leases, letter of credit and purchase money and equipment financings, in each case, in
the ordinary course of business, (d) working capital facilities of Subsidiaries that are not Domestic Subsidiaries, (e) Indebtedness
of the Acquired Group incurred prior to the Funding Date as permitted pursuant to the Acquisition Documents, (f) Indebtedness incurred
to refinance any Existing Senior Notes or all or any portion of the term loans outstanding under the 2023 Term Loan Credit Agreement or
the July 2024 Term Facility, in each case, within 18 months of the stated maturity thereof in an aggregate principal amount
not to exceed the principal amount so refinanced (plus interest and premium owing thereon and fees and expenses relating thereto), (g) credit
facilities provided by Farm Credit Lenders to refinance all or any portion of the term loans outstanding under the 2023 Term Loan Credit
Agreement, in an aggregate principal amount not to exceed the principal amount so refinanced (plus interest and premium owing thereon
and fees and expenses relating thereto), (h) the Bridge Facility, (i) the July 2024 Term Facility and (j) other Indebtedness
in an aggregate principal amount not to exceed $75,000,000.
“Debt Rating”
means, in reference to S&P, Moody’s or Fitch as of any date, the rating by S&P, Moody’s or Fitch, as the case may
be, of the Borrower’s non-credit-enhanced, senior unsecured long-term debt in effect on such date.
“Debtor Relief Laws”
means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally.
“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.
“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus
(c) 2% per annum; provided, however, that with respect to a Term SOFR Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum.
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
“Defaulting Lender”
means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing)
has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder
within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that
it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing
or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall
be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business
Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower
that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower),
or (d) other than via an Undisclosed Administration, has, or has a direct or indirect parent company that has, (i) become the
subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including
the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become
the subject of a Bail-In Action; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of any Equity Interests in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long
as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States
or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that
a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date
of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination,
which shall be delivered by the Administrative Agent to the Borrower and each Lender promptly following such determination.
“Designated Jurisdiction”
means any country, region or territory where the Borrower or any of its Subsidiaries is prohibited by Law from doing business or where
the business being conducted by the Borrower or any of its Subsidiaries would subject such Person to Sanctions (including, but not limited
to, as of the Closing Date, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Luhansk People’s Republic,
the so-called Donetsk People’s Republic and the non-government controlled Zaporizhzhia and Kherson regions of Ukraine).
“Disclosure Letter”
means the Disclosure Letter in the form attached to the Put Option Agreement as in effect on the Signing Date.
“Disposition”
means (a) any sale, transfer or other disposition (including by way of merger, consolidation or Division) of any asset or property
of the Borrower or any of its Subsidiaries (including any issuance or sale of Equity Interests in any Subsidiary to a Person other
than the Borrower or any of its Subsidiaries) in each case, not in the ordinary course of business, but excluding (i) any sale, transfer
or other disposition between or among the Borrower and its Subsidiaries, (ii) any casualty or condemnation event or (iii) other
dispositions the Net Cash Proceeds of which do not exceed $75,000,000 in the aggregate, (b) any Specified Asset Sale and (c) any
Additional Specified Asset Sale.
“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more
Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person
and pursuant to which the Dividing Person may or may not survive.
“Dollar”
and “$” mean lawful money of the United States.
“Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any political subdivision of the United States.
“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with
its parent.
“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Electronic Record”
shall have the meanings assigned to such term by 15 USC §7006, as it may be amended from time to time.
“Electronic Signature”
means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with
the intent to sign, authenticate or accept such contract or record.
“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject
to such consents, if any, as may be required under Section 10.06(b)(iii)).
“Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment
or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges
to waste or public systems.
“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership
or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on
any date of determination.
“Equity Issuance”
means any issuance by the Borrower of any Equity Interests in the Borrower (including any securities convertible or exchangeable into
or exercisable for Equity Interests or other equity-linked securities), other than (a) issuances pursuant to employee stock plans
or other benefit or employee incentive arrangements, (b) any issuance of Equity Interests pursuant to the exercise of options or
warrants and (c) Equity Interests issued or transferred directly (and not constituting cash proceeds of any issuance of such Equity
Interests) as consideration in connection with any acquisition by the Borrower or its Subsidiaries, including pursuant to the Acquisition
Documents.
“ERISA”
means the Employee Retirement Income Security Act of 1974.
“ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the
Code).
“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from
a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing
of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA;
(e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the
determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections
430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.
“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in
effect from time to time.
“Euro”
or “€” means the single currency of Participating Member States of the European Union.
“Event of Default”
has the meaning specified in Section 8.01.
“Excluded Taxes”
means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to
a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in
each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the
case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that
are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the
account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which
(i) such Lender becomes a party hereto (other than pursuant to an assignment request by the Borrower under Section 10.13)
or (ii) such Lender changes its Lending Office, except in each case to the extent that pursuant to Section 3.01(a)(ii),
(a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately
before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable
to such Recipient’s failure to comply with Section 3.01(e) and (d) any withholding Taxes imposed pursuant
to FATCA.
“Existing Credit
Agreements” means (a) the Existing Revolving Credit Agreement, (b) the 2023 Term Loan Credit Agreement and (c) the
July 2024 Term Loan Credit Agreement.
“Existing Revolving
Credit Agreement” means the Amended and Restated Credit Agreement dated as of May 3, 2024, among the Borrower, Bank of
America, N.A., as the administrative agent, the swing line lender and the letter of credit issuer, and the lenders from time to time party
thereto.
“Existing Senior
Notes” means the $400,000,000 aggregate principal amount of 1.80% senior unsecured notes due February 2025, the $300,000,000
aggregate principal amount of 2.25% senior unsecured notes due February 2027, the $500,000,000 aggregate principal amount of 2.85%
senior unsecured notes due February 2032, the $600,000,000 aggregate principal amount of 3.125% senior unsecured notes due May 2030
and the $600,000,000 aggregate principal amount of 5.75% senior unsecured notes due November 2040, each issued by the Borrower prior
to the date hereof.
“Farm Credit Lender”
means a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971.
“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections
of the Code.
“Federal Funds Rate”
means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as
determined in such manner as shall be set forth on the NYFRB’s Website from time to time) and published on the next succeeding Business
Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Rate as so determined would be less than
zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Fitch”
means Fitch Ratings Inc. and any successor to its rating agency business.
“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the Closing Date, as of the date of the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR or the Adjusted Daily Simple SOFR, as applicable.
“Foreign Lender”
means a Lender that is not a U.S. Person.
“Form Acquisition
Agreement” means the form of the Acquisition Agreement attached as Appendix 1 to the Put Option Agreement (as the Put Option
Agreement is in effect on the Signing Date).
“FRB” means
the Board of Governors of the Federal Reserve System of the United States.
“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its activities.
“Funding Date”
means the first date, on or after the Closing Date, on which all conditions precedent set forth in Section 4.02 are satisfied
(or waived in accordance with Section 10.01).
“GAAP”
means, subject to Section 1.03, generally accepted accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession
in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).
“Granting Lender”
has the meaning specified in Section 10.06(g).
“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment
or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof
(in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of
such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee”
as a verb has a corresponding meaning.
“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, per- or poly-fluorinated substances, radon
gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:
(a) all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;
(b) all
direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments;
(c) net
obligations of such Person under any Swap Contract;
(d) all
obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary
course of business);
(e) indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person
or is limited in recourse;
(f) Capital
Leases; and
(g) all
Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the
Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself
a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is
expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be
the Swap Termination Value thereof as of such date. The amount of any Capital Lease as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.
“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
“Indemnitee”
has the meaning specified in Section 10.04(b).
“Information”
has the meaning specified in Section 10.07.
“Interest Payment
Date” means, (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity
Date; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that
fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate
Loan, the last Business Day of each March, June, September and December and the Maturity Date; and (c) as to any Daily
Simple SOFR Loan (if such Type of Loan is applicable pursuant to Section 3.03), each date that is on the numerically corresponding
day in each calendar month that is one month after the date of the Borrowing of which such Loan is a part (or, if there is no such numerically
corresponding day in such month, then the last day of such month) and the Maturity Date.
“Interest Period”
means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a
Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in the applicable Loan Notice (in
the case of each requested Interest Period, subject to availability); provided that:
(a) any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless
such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such
Interest Period;
(c) no
tenor that has been removed from this definition pursuant to Section 3.03(b)(iv) shall be available for specification
in a Loan Notice; and
(d) no
Interest Period shall extend beyond the Maturity Date.
“Internal Control
Event” means a material weakness in, or fraud that involves management or other employees who have a significant role in, the
Borrower’s internal controls over financial reporting, in each case as described in the Securities Laws that has resulted in or
could reasonably be expected to result in a misstatement, in any material respect, in any financial information delivered or to be delivered
to the Administrative Agent or the Lenders of (a) covenant compliance calculations provided hereunder or (b) the assets, liabilities,
financial condition or results of operations of the Borrower and its Subsidiaries on a consolidated basis that has not been (x) disclosed
to the Administrative Agent, who in turn discloses such material weaknesses to the Lenders, and (y) remedied or otherwise diligently
addressed (or is in the process of being diligently addressed) by the Borrower in accordance with recommendations made by the Borrower’s
auditors in consultation with the Borrower.
“IRS” means
the United States Internal Revenue Service.
“July 2024 Term
Loan Credit Agreement” means the Term Credit Agreement dated as of July 12, 2024, among the Borrower, the lenders party
thereto and JPMorgan, as administrative agent.
“July 2024 Term
Facility” means a senior unsecured term loan “A” facility in an aggregate principal amount of up to $700,000,0000
established under the July 2024 Term Loan Credit Agreement.
“JPMorgan”
means JPMorgan Chase Bank, N.A. and its successors.
“Laws”
means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having
the force of law.
“Lender”
means each of the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment
and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
“Lender-Related Person”
means the Administrative Agent (and any sub-agent thereof), each Arranger, the Syndication Agent, each Co-Documentation Agent, each Lender
and each Related Party of any of the foregoing Persons.
“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include
any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires
each reference to a Lender shall include its applicable Lending Office.
“Liabilities”
means any losses, claims (including intraparty claims), demands, damages, penalties or liabilities of any kind.
“Lien”
means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property,
and any financing lease having substantially the same economic effect as any of the foregoing).
“Loan”
has the meaning specified in Section 2.01.
“Loan Documents”
means this Agreement, including schedules and exhibits hereto, each Note (other than for purposes of Section 10.01) and any amendments,
modifications or supplements hereto.
“Loan Notice”
means a notice of (a) the borrowing of the Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation
of Term SOFR Loans, in each case pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A
or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer of the Borrower.
“Material Adverse
Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties,
liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries
taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to
which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower
of any Loan Document to which it is a party.
“Maturity Date”
means the date that is 364 days after the Funding Date; provided that if such date is not a Business Day, the Maturity Date shall
be the next preceding Business Day.
“Maximum Rate”
has the meaning specified in Section 10.09.
“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.
“MSSF”
means Morgan Stanley Senior Funding, Inc.
“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two
of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Net Cash Proceeds”
means:
(a) with
respect to any Disposition, the excess, if any, of (i) the cash actually received by the Borrower or its Subsidiaries in connection
therewith (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise,
but only as and when so received), over (ii) the sum of (A) payments made to retire any Indebtedness that is secured by any
assets disposed of pursuant to such Disposition and that is required to be repaid in connection with such Disposition (for the avoidance
of doubt, this clause (A) shall not apply to Indebtedness under any of the Existing Credit Agreements), (B) the reasonable
fees, costs and expenses incurred by the Borrower or any of its Subsidiaries in connection therewith (including attorneys’ fees,
accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, other
customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith), (C) Taxes reasonably
estimated to be payable in connection with such Disposition (including sales, use and other transfer Taxes and deed or mortgage recording
Taxes), (D) the amount of reserves established by the Borrower or any of its Subsidiaries in good faith and pursuant to commercially
reasonable practices for adjustment in respect of the sale price in respect of such Disposition in accordance with GAAP, provided
that if the amount of such reserves exceeds the required amount thereof, then such excess, upon the determination thereof, shall then
constitute Net Cash Proceeds, and (E) in the case of a Divestiture Sale (as defined in the Disclosure Letter), the portion of the
cash proceeds thereof that are required to be paid to the Seller pursuant to Section 7.28 of the Disclosure Letter; provided
that, other than with respect to Net Cash Proceeds from any Specified Asset Sale or any Additional Specified Asset Sale, so long as no
Event of Default has occurred and is continuing, the Borrower may give written notice to the Administrative Agent that the Borrower or
its Subsidiaries intend to reinvest such Net Cash Proceeds in the business of the Borrower and its Subsidiaries within 180 days of
receipt thereof (or within 270 days of receipt thereof, to the extent committed to be reinvested within 180 days of receipt
of such proceeds), and such Net Cash Proceeds (or the portion thereof specified in such notice) shall not constitute Net Cash Proceeds
for purposes of Sections 2.05(b) and 2.06(c); provided, further, that if such Net Cash Proceeds
are not so reinvested within such 180-day period (or, as applicable, 270-day period), the portion thereof not so reinvested shall then
be deemed to have been received by the Borrower and its Subsidiaries and shall be subject to Sections 2.05(b) and 2.06(c) (and
may not be further reinvested in accordance with this proviso);
(b) with respect to any
Debt Incurrence, the excess, if any, of (i) the cash actually received by the Borrower or its Subsidiaries in connection therewith
(or for purposes of reductions of Commitments under Section 2.06(c), received into escrow) over (ii) the underwriting
or issuance discounts, commissions, fees and other reasonable expenses incurred by the Borrower or any of its Subsidiaries in connection
therewith; and
(c) with respect to any
Equity Issuance, the excess, if any, of (i) the cash actually received by the Borrower or any of its Subsidiaries in connection therewith
over (ii) the underwriting or issuance discounts, commissions, fees and other reasonable expenses incurred by the Borrower or its
Subsidiaries in connection therewith;
provided,
that (x) in the case of each of clauses (a), (b) and (c) above, if at the time of receipt of such Net Cash Proceeds, any
commitments are in effect or loans are outstanding under the Bridge Facility, and such commitments or loans are, pursuant to the terms
of the Bridge Commitment Letter or the definitive documentation for the Bridge Facility, required to be reduced or prepaid by the amount
of such Net Cash Proceeds, then, to the extent of the amount of such required reduction or prepayment under the Bridge Facility, such
Net Cash Proceeds shall not constitute Net Cash Proceeds hereunder and shall not be subject to the mandatory prepayment of Loans or reduction
of Commitments set forth in Sections 2.05(b) and 2.06(c), as applicable, and (y) in the case of clause (a) above
solely with respect to any Net Cash Proceeds of any Specified Asset Sale, if at the time of receipt of such Net Cash Proceeds, any commitments
are in effect or loans are outstanding under the July 2024 Term Facility, and such commitments or loans are, pursuant to the terms
of the July 2024 Term Loan Credit Agreement, required to be reduced or prepaid by the amount of such Net Cash Proceeds, then, to
the extent of the amount of such required reduction or prepayment under the July 2024 Term Facility, such Net Cash Proceeds shall
not constitute Net Cash Proceeds hereunder and shall not be subject to the mandatory prepayment of Loans or reduction of Commitments set
forth in Sections 2.05(b) and 2.06(c), as applicable. The Borrower agrees that, with respect to any Net Cash Proceeds
of any Additional Specified Asset Sale, the Borrower shall not exercise any right it might have under the Bridge Commitment Letter or
the definitive documentation for the Bridge Facility to eliminate or delay the application thereof to reduce or prepay commitments or
loans under the Bridge Facility on account of the actual or planned reinvestment of such Net Cash Proceeds.
“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected
Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender”
means, at any time, each Lender that is not a Defaulting Lender at such time.
“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing the Loans made by such Lender, substantially in the form
of Exhibit C.
“Notice of Loan
Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit D
or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.
“NYFRB”
means the Federal Reserve Bank of New York.
“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate
in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if
none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds
transaction quoted at 11:00 a.m. (New York City time) on such day received by the Administrative Agent from a federal funds broker
of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than
zero, such rate shall be deemed to be zero for purposes of this Agreement.
“NYFRB’s
Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document or
otherwise with respect to any Loan, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against
the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing, the Obligations include
(a) the obligation to pay principal, interest, charges, expenses, fees, indemnities and other amounts payable by the Borrower under
any Loan Document and (b) the obligation of the Borrower to reimburse any amount in respect of any of the foregoing that the Administrative
Agent or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Borrower.
“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Off-Balance Sheet
Liabilities” means, with respect to any Person as of any date of determination thereof, without duplication and to the extent
not included as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP: (a) with
respect to any asset securitization transaction (including any accounts receivable purchase facility) (i) the unrecovered investment
of purchasers or transferees of assets so transferred and (ii) any other payment, recourse, repurchase, hold harmless, indemnity
or similar obligation of such Person or any of its Subsidiaries in respect of assets transferred or payments made in respect thereof,
other than limited recourse provisions that are customary for transactions of such type and that neither (x) have the effect of
limiting the loss or credit risk of such purchasers or transferees with respect to payment or performance by the obligors of the assets
so transferred nor (y) impair the characterization of the transaction as a true sale under applicable Laws (including Debtor Relief
Laws); (b) the monetary obligations under any financing lease or tax retention or off-balance sheet lease transaction which, upon
the application of any Debtor Relief Law to such Person or any of its Subsidiaries, would be characterized as indebtedness; (c) the
monetary obligations under any sale and leaseback transaction which does not create a liability on the consolidated balance sheet of
such Person and its Subsidiaries; and (d) any other monetary obligation arising with respect to any other transaction which (i) upon
the application of any Debtor Relief Law to such Person or any of its Subsidiaries, would be characterized as indebtedness for tax purposes
but not for accounting purposes in accordance with GAAP or (ii) is the functional equivalent of or takes the place of borrowing
but which does not constitute a liability on the consolidated balance sheet of such Person and its Subsidiaries (for purposes of this
clause (d), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic
payment will be deemed to be the functional equivalent of a borrowing).
“Organization Documents”
means (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent
or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company,
the certificate or articles of formation or organization and operating or limited liability agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or
articles of formation or organization of such entity.
“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 10.13).
“Overnight Bank
Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions
denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the
NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as
an overnight bank funding rate.
“Participant”
has the meaning specified in Section 10.06(d).
“Participant Register”
has the meaning specified in Section 10.06(d).
“PATRIOT Act”
has the meaning specified in Section 10.16.
“Payment”
has the meaning specified in Section 9.11(a).
“Payment Notice”
has the meaning specified in Section 9.11(b).
“PBGC”
means the Pension Benefit Guaranty Corporation.
“PCAOB”
means the Public Company Accounting Oversight Board.
“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set
forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan”
means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed
to by the Borrower and any ERISA Affiliate or with respect to which the Borrower or any ERISA Affiliate has any liability and is either
covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.
“Plan”
means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf
of any of its employees.
“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall
Street Journal ceases to quote such rate, the highest per annum interest rate published by the FRB in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar
rate quoted therein (as determined by the Administrative Agent) or any similar release by the FRB (as determined by the Administrative
Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being
effective.
“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time
to time.
“Public Lender”
has the meaning specified in Section 6.02.
“Put Option Agreement”
means the Offer Letter dated as of the Signing Date, from the Borrower to the Seller and the Acquired Company.
“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12
U.S.C. 5390(c)(8)(D).
“QFC Credit Support”
has the meaning specified in Section 10.20.
“Qualifying Loan
Facility” means any credit facility (including any tranche of any credit facility) that is entered into by the Borrower or
any of its Subsidiaries for the stated purpose of providing financing, or any portion thereof, for the Acquisition or the Acquired Group
Credit Facilities Refinancing (other than the Bridge Facility, the July 2024 Term Facility or the credit facility established under
this Agreement); provided that the definitive credit or similar agreement with respect thereto has become effective and the conditions
precedent to funding thereunder are no less favorable to the Borrower or are more favorable to the Borrower than the conditions set forth
in the Bridge Commitment Letter to the funding of the Bridge Facility, as reasonably determined by the Borrower.
“Recipient”
means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder.
“Reduction/Prepayment
Event” means:
(a) any
Disposition;
(b) entry
into any Qualifying Loan Facility;
(c) any
Debt Incurrence (without duplication of clause (b) above or clause (d) below);
(d) any
Equity Issuance; and
(e) the
occurrence of the ASCV Reduction Date.
“Reference Time”
with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the Term SOFR, 5:00 a.m. (Chicago
time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (b) if, following a Benchmark
Transition Event and a Benchmark Replacement Date with respect to the Term SOFR, such Benchmark is Daily Simple SOFR, then four U.S.
Government Securities Business Days prior to such setting or (c) otherwise, the time determined by the Administrative Agent in its
reasonable discretion.
“Register”
has the meaning specified in Section 10.06(c).
“Registered Public
Accounting Firm” has the meaning specified by the Securities Laws and shall be independent of the Borrower as prescribed by
the Securities Laws.
“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.
“Relevant Governmental
Body” means the FRB and/or the NYFRB, or a committee officially endorsed or convened by the FRB and/or the NYFRB or, in each
case, any successor thereto.
“Removal Effective
Date” has the meaning specified in Section 9.06(b).
“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been
waived.
“Required Lenders”
means (a) at any time on or prior to the funding of the Loans on the Funding Date, Lenders having Commitments representing more
than 50% of the Aggregate Commitments at such time, and (b) at any time thereafter, Lenders holding Loans representing more than
50% of the aggregate principal amount of the Loans then outstanding. With respect to any matter requiring the approval of the Required
Lenders, it is understood that Voting Participants shall have the voting rights specified in Section 10.06(h) as to
such matter.
“Resignation Effective
Date” has the meaning specified in Section 9.06(a).
“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of the Borrower and, solely for
purposes of notices given pursuant to Article II, any other officer or employee of the Borrower so designated by any of the
foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower designated in or pursuant
to an agreement between the Borrower and the Administrative Agent. Without limiting the representations and warranties of the Borrower
under the Loan Documents, any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible
Officer shall be conclusively presumed to have acted on behalf of the Borrower.
“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor to its rating agency
business.
“Sanctions”
means any international economic or financial sanction or trade embargo administered or enforced by the United States government (including
OFAC), the United Nations Security Council, the European Union, any EEA Member Country, or His Majesty’s Treasury.
“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the applicable accounting and
auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.
“Seller”
means Titan Holdings Coöperatief U.A., a cooperative with excluded liability (coöperatie met uitgesloten aansprakelijkheid)
incorporated under the laws of the Netherlands, having its official seat in Amsterdam, its registered office address at Keizersgracht
555, 1017 DR Amsterdam, the Netherlands, and registered in the Dutch trade register under number 862470894.
“Signing Date”
means June 22, 2024.
“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator”
means the NYFRB (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s
Website” means the NYFRB’s Website, or any successor source for the secured overnight financing rate identified as such
by the SOFR Administrator from time to time.
“SPC”
has the meaning specified in Section 10.06(g).
“Specified Asset
Sale” means the sale, transfer or other disposition of all or a substantial portion of the assets of, or of the Equity Interests
of Subsidiaries holding the assets of, any of the Sonoco ThermoSafe, Industrial Plastic and Paperboard Specialties business units
of the Borrower and its Subsidiaries.
“Specified Representations”
means the representations and warranties of the Borrower set forth in Sections 5.01(a) (with respect to the Borrower only),
5.01(b)(ii) (with respect to the requisite corporate power and authority only), 5.02 (other than clauses (b) and
(c) thereof), 5.04, 5.13, 5.17 (solely with respect to the use of the proceeds of the Loans) and 5.19.
“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of
the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Borrower.
“Supported QFC”
has the meaning specified in Section 10.20.
“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward interest or exchange rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including
any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International
Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master Agreement.
“Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market value(s) (i.e. the current fair market value)
for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“Syndication Agent”
means MSSF, in its capacity as syndication agent for the credit facility established hereunder.
“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term SOFR”
means, with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference
Rate at approximately 5:00 a.m. (Chicago time) two U.S. Government Securities Business Days prior to the commencement of such tenor
comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.
“Term SOFR Borrowing”
means a Borrowing comprised of Term SOFR Loans.
“Term SOFR Loan”
means a Loan that bears interest at a rate determined by reference to the Adjusted Term SOFR Rate (other than pursuant to clause (c) of
the definition of Base Rate).
“Term SOFR Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term
SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator
and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m. (New York City time)
on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the
CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then, so long as such
day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be
the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term
SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business
Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.
“Threshold Amount”
means $100,000,000.
“Ticking Fee”
has the meaning specified in Section 2.09(a).
“Ticking Fee Accrual
Period” has the meaning specified in Section 2.09(a).
“Total Assets”
means, at any time, all items which would, in accordance with GAAP, be classified as assets (other than intangible assets) on a consolidated
balance sheet of the Borrower and its Subsidiaries.
“Transactions”
means (a) the execution, delivery and performance by the Borrower of the Loan Documents, the borrowing of Loans and the use of the
proceeds thereof, (b) the Acquisition, (c) the Acquired Group Refinancing and (d) the payment of fees and expenses in
connection with the foregoing.
“Type”
means with respect to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to the Adjusted Term SOFR (other than pursuant to clause (c) of the definition of Base Rate), Adjusted
Daily Simple SOFR (if applicable pursuant to Section 3.03) or the Base Rate.
“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.
“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Undisclosed Administration”
means, in relation to a Lender or its direct or indirect parent company that is a solvent Person, the appointment of an administrator,
provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory authority or regulator
under or based on the Law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable Law
requires that such appointment not be disclosed; provided that in any such case, such appointment does not result in or provide
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or any applicable Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Lender.
“United States”
and “U.S.” mean the United States of America.
“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.
“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
“U.S. Special Resolution
Regimes” has the meaning specified in Section 10.20.
“U.S. Tax Compliance
Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).
“Voting Participant”
has the meaning specified in Section 10.06(h).
“Voting Participant
Notification” has the meaning specified in Section 10.06(h).
“Voting Participation
Seller” has the meaning specified in Section 10.06(h).
“Write-Down and
Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of
the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any
UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into
shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.
1.02 Other
Interpretive Provisions.
With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other document (including any Loan Document and any Organization
Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented
or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other
Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted
assigns, (iii) the words “hereto”, “herein”, “hereof” and “hereunder”,
and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not
to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall
be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear,
(v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting
such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation
as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.
(b) In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”;
and the word “through” means “to and including.”
(c) Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.
(d) Any
reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar
term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,
consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division
of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that
is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
1.03 Accounting
Terms.
(a) Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed herein.
(b) Changes
in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject
to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth
a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided,
further, that, for purposes of Sections 7.07 and 7.08, the effect of any changes to GAAP shall be eliminated without
the need for an amendment as referenced above, and such calculations shall continue to be computed in accordance with GAAP prior to such
change therein. For purposes of determining compliance with any covenant contained herein, all liability amounts shall be determined
excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating
to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any
operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable
under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease
under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP
as in effect on December 31, 2015.
1.04 Rounding.
Any financial ratios required
to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).
1.05 Interest
Rates; Benchmark Notification.
The interest rate on any
Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory
reform. Upon the occurrence of a Benchmark Transition Event, Section 3.03(b) provides a mechanism for determining an
alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability
with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement,
or with respect to any alternative or successor rate thereto, or replacement rate thereof, including whether the composition or characteristics
of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance
or unavailability. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions that affect the
calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement)
and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information
sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates
referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no Liability to the Borrower,
any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation
of any such rate (or component thereof) provided by any such information source or service.
1.06 Effectuation
of Transactions. All references herein to the Borrower and the Subsidiaries on the Funding Date shall be deemed to be references
to such Persons, and all the representations and warranties of the Borrower contained in this Agreement on the Funding Date shall be
deemed made, in each case, after giving effect to the Transactions to occur on the Funding Date, unless the context otherwise requires.
1.07 Cashless
Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, in connection with
any extension, replacement, renewal or refinancing of any Loans hereunder, any Lender may, with the consent of the Borrower, elect to
accept any other Indebtedness permitted by the terms of this Agreement in lieu of all or any part of such Lender’s Applicable Percentage
or other applicable share of any payment hereunder with respect to such Loans, it being agreed that (a) such acceptance shall not
be subject to any requirement hereunder or under any other Loan Document that such payment be made “in Dollars”, “in
the currency”, “in the applicable currency”, “in immediately available funds”, “in like funds”,
“in cash” or any other similar requirement and (b) notice of such acceptance shall be provided to the Administrative
Agent and, if such other Indebtedness is in the form of Loans, the mechanics of the cashless settlement thereof shall be reasonably acceptable
to the Administrative Agent.
1.08 Exchange
Rates. For purposes of determining the amount of any prepayment of Loans required to be made pursuant to Section 2.05(b) or
the amount of any reduction of Commitments required to be made pursuant to Section 2.06(c), (a) the Dollar equivalent
of any Net Cash Proceeds or, in the case of a Qualifying Loan Facility, commitments denominated in a currency other than Dollars will
be determined based on exchange rates quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor
page thereto) for such foreign currency, as in effect at the close of business on the first Business Day preceding the date of receipt
by the Borrower or its Subsidiaries of such Net Cash Proceeds (or the effectiveness of such commitments, as applicable) and (b) the
Dollar equivalent of the Agreed Stock Consideration Amount shall be determined based on the exchange rate set forth in the definition
of the term “Agreed Stock Consideration Value” set forth in the Form Acquisition Agreement.
Article II
THE COMMITMENTS AND BORROWINGS
2.01 Loans.
Subject to the terms and
conditions set forth herein, each Lender severally agrees to make a loan (each, a “Loan”) to the Borrower in a single
draw on the Funding Date in Dollars and in an amount not to exceed such Lender’s Commitment. Amounts repaid on the Loans may not
be reborrowed. Subject to Section 3.03, the Loans may consist of Base Rate Loans or Term SOFR Loans, or a combination thereof,
as further provided herein.
2.02 Borrowings,
Conversions and Continuations of Loans.
(a) The
borrowing of Loans, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon
the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a Loan Notice; provided
that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice
must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) (i) two (2) U.S. Government
Securities Business Days prior to the requested date of any borrowing of, conversion to or continuation of Term SOFR Loans and (ii) on
the requested date of any borrowing of or conversion to Base Rate Loans. Each borrowing of, conversion to or continuation of Term SOFR
Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that
a continuation of an outstanding Term SOFR Borrowing may be in a principal amount that is equal to such outstanding Borrowing. Each borrowing
of or conversion to Base Rate Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.
Each Loan Notice shall specify (i) whether the Borrower is requesting the borrowing of Loans, a conversion of Loans from one Type
to the other, or a continuation of Term SOFR Loans, (ii) the requested date (which shall be a Business Day) of the borrowing, conversion
or continuation, as the case may be, (iii) the aggregate principal amount of Loans to be borrowed, converted or continued, (iv) the
Type of Loans to be borrowed or to which existing Loans are to be converted, (v) if applicable, the duration of the Interest Period
with respect thereto and (vi) in the case of a borrowing of Loans, the location and number of the account to which funds are to
be disbursed (which, if not an account of the Borrower located in the United States, shall be reasonably acceptable to the Administrative
Agent). In the case of any conversion or continuation of any Loans, such conversion or continuation shall apply to Loans comprising the
same existing Borrowing, it being understood that the Borrower may elect different conversion or continuation options with respect to
different portions of the affected existing Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. If the Borrower
fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation
of any Term SOFR Loans, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to
Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR
Loans. If the Borrower requests a borrowing of, a conversion to, or a continuation of Term SOFR Loans in any such Loan Notice, but fails
to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. The Loan Notice delivered
with respect to the borrowing of Loans on the Funding Date may, at the Borrower’s option, be conditioned on the consummation (or
substantially concurrent consummation) of the Acquisition on such date, in which case such Loan Notice may be withdrawn by the Borrower
by e-mail notice to the Administrative Agent if such condition is not satisfied (which must be received by the Administrative Agent not
later than the time by which the Lenders are required to make available to the Administrative Agent their respective Loans as set forth
below).
(b) Following
receipt of a Loan Notice requesting the borrowing of Loans, the Administrative Agent shall promptly notify each Lender of the amount
of its Applicable Percentage of the applicable Loans. Each Lender shall make the amount of its Loan available to the Administrative Agent
in immediately available funds at the Administrative Agent’s Account not later than 10:00 a.m. (New York City time) on the
Business Day specified in the applicable Loan Notice (or, in the case of a Base Rate Loan the Loan Notice for which shall be delivered
after 8:00 a.m. (New York City time) on such Business Day, not later than two hours after the delivery of such Loan Notice). The
Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent
by wire transfer of such funds to the account set forth in the applicable Loan Notice.
(c) Except
as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term
SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans without the
consent of the Required Lenders.
(d) After
giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than ten (10) Interest Periods in effect with respect to Loans.
2.03 [Reserved].
2.04 [Reserved].
2.05 Prepayments.
(a) The
Borrower may, upon delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily
prepay any Borrowing in whole or in part, without premium or penalty; provided that (i) such Notice of Loan Prepayment must
be received by the Administrative Agent not later than 11:00 a.m. (New York City time) (A) two (2) U.S. Government
Securities Business Days prior to any date of prepayment of any Term SOFR Borrowing, (B) five (5) U.S. Government Securities
Business Days prior to any date of prepayment of any Daily Simple SOFR Borrowing (if such Type of Borrowing is applicable pursuant to
Section 3.03) and (C) on the date of prepayment of Base Rate Loans; and (ii) any prepayment of any Term SOFR Borrowing
or Daily Simple SOFR Borrowing shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and
any prepayment of any Base Rate Borrowing shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof
or, in each case, if less, the entire principal amount thereof then outstanding. Each Notice of Loan prepayment shall specify the date
and amount of such prepayment and the Borrowing or Borrowings to be prepaid.
(b) In
the event and on each occasion that, after the making of the Loans on the Funding Date, the Borrower or any Subsidiary receives any Net
Cash Proceeds in respect of any Reduction/Prepayment Event, the Borrower shall, on or prior to the third Business Day after such Net
Cash Proceeds are received (including, for the avoidance of doubt, deemed receipt thereof in accordance with the definition of the term
“Net Cash Proceeds”) by the Borrower or any Subsidiary, prepay Borrowings in an amount equal to the lesser of (i) the
aggregate principal amount of Loans then outstanding and (ii) 100% of such Net Cash Proceeds. The Borrower shall provide the Administrative
Agent with prompt written notice of any Reduction/Prepayment Event (or any other event specified in the definition of the term “Net
Cash Proceeds”) giving rise to a mandatory prepayment of Loans pursuant to this Section 2.05(b), specifying the date
and amount of such prepayment (and including a calculation in reasonable detail of the amount of such Net Cash Proceeds) and the Borrowing
or Borrowings to be prepaid.
(c) The
Administrative Agent will promptly notify each Lender of its receipt of any notice under Section 2.05(a) or 2.05(b),
and of the amount of such Lender’s Applicable Percentage of such prepayment. If any such notice is given by the Borrower, the Borrower
shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided
that, subject to Section 3.05, in the case of any prepayment under Section 2.05(a), such notice may state
that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked
by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied.
Any prepayment of Loans shall be accompanied by all accrued interest on the amount prepaid. Subject to Section 2.16, each
such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.
2.06 Termination
or Reduction of Commitments. (a) Unless previously terminated, the Commitment of each Lender shall automatically terminate upon
the earlier of (i) the funding by such Lender of its Loan on the Funding Date and (ii) the Commitment Termination Date. The
Borrower shall provide the Administrative Agent with prompt written notice of the occurrence of the Commitment Termination Date.
(b) The
Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the
Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than
11:00 a.m. (New York City time) one (1) Business Day prior to the date of termination or reduction (or such later
time as shall be reasonably acceptable to the Administrative Agent) and (ii) any such partial reduction shall be in an aggregate
amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof.
(c) In
the event and on each occasion that, after the Closing Date and prior to the termination of all the Commitments, the Borrower or any
Subsidiary receives Net Cash Proceeds in respect of any Reduction/Prepayment Event (or (i) in the case of clause (b) of
the definition of such term, the definitive credit or similar agreement in respect of any Qualifying Loan Facility becomes effective
or (ii) in the case of clause (e) of the definition of such term, the ASCV Reduction Date occurs), the Commitments shall
automatically and permanently be reduced by an amount equal to 100% of such Net Cash Proceeds (or by the amount of the commitments under
such Qualifying Loan Facility or the ASCV Reduction Amount, as applicable (the amount of such commitments or the ASCV Reduction Amount
being referred to as the “Non-Cash Reduction Amount”)) (or if less, by an amount equal to the Commitments then outstanding),
with such reduction to be effective on the date of the receipt (including, for the avoidance of doubt, deemed receipt thereof in accordance
with the definition of the term “Net Cash Proceeds”) of such Net Cash Proceeds by the Borrower or any Subsidiary (or on the
date of effectiveness of the definitive credit or similar agreement in respect of such Qualifying Loan Facility or on the ASCV Reduction
Date, as applicable). The Borrower shall provide the Administrative Agent with prompt written notice of any Reduction/Prepayment Event
(or any other event specified in the definition of the term “Net Cash Proceeds”) giving rise to a mandatory reduction of
the Commitments pursuant to this Section 2.06(c), specifying the date and amount of such reduction (and including a calculation
in reasonable detail of the amount of such Net Cash Proceeds or Non-Cash Reduction Amount, as applicable). Notwithstanding the foregoing,
if at the time of the occurrence of a Reduction/Prepayment Event described in clause (b) or (e) of the definition of such
term, any commitments are in effect under the Bridge Facility, and such commitments are, pursuant to the terms of the Bridge Commitment
Letter or the definitive documentation for the Bridge Facility, required to be reduced by the amount of the applicable Non-Cash Reduction
Amount, then, to the extent of the amount of such required reduction under the Bridge Facility, no reduction of the Commitments under
this Section 2.06(c) shall occur on account of such Non-Cash Reduction Amount.
(d) The
Administrative Agent will promptly notify each Lender of its receipt of any notice under Section 2.06(b) or 2.06(c) and,
in the case of a partial reduction, of the amount of such Lender’s Applicable Percentage of such reduction. Any notice given by
the Borrower pursuant to Section 2.06(b) may state that such notice is conditioned upon the occurrence of one or more
events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior
to the specified termination or reduction date) if such condition is not satisfied. Any reduction of the Aggregate Commitments shall
be applied to the Commitment of each Lender according to its Applicable Percentage. All unpaid Ticking Fees accrued until the effective
date of any termination or reduction of the Aggregate Commitments (in the case of any reduction, in respect of the aggregate amount of
the Commitments subject to such reduction) shall be paid on the effective date of such termination or reduction.
2.07 Repayment
of Loans.
The Borrower shall repay
to the Administrative Agent, for the account of each Lender, on the Maturity Date the aggregate principal amount of all Loans of such
Lender outstanding on such date.
2.08 Interest.
(a) Subject
to the provisions of Section 2.08(b), (i) each Term SOFR Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR for such Interest Period plus the Applicable
Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing or
conversion date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Daily Simple SOFR Loan,
if applicable pursuant to Section 3.03, shall bear interest on the outstanding principal amount thereof from the applicable
borrowing or conversion date at a rate per annum equal to the Adjusted Daily Simple SOFR plus the Applicable Rate.
(b) (i) If
any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws.
(ii) If
any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to
any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders,
such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws.
(iii) Upon
the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above),
the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iv) Accrued
and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.
2.09 Fees.
(a) Ticking
Fee. The Borrower shall pay to the Administrative Agent, for
the account of each Lender, a ticking fee (the “Ticking Fee”) in Dollars at a rate per annum equal to the Applicable
Rate on the daily amount of such Lender’s Commitment, accruing from and including (i) the date that is 90 days following the
Signing Date and to but excluding the earlier of (A) the Funding Date and (B) the Commitment Termination Date (such period,
the “Ticking Fee Accrual Period”), which Ticking Fee shall be fully earned as accrued and shall be due and payable
on the last day of the Ticking Fee Accrual Period.
(b) Commitment
Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender, a commitment fee (the “Commitment
Fee”) in Dollars in an amount equal to 0.125% of the amount of such Lender’s Commitment on the earlier of (i) the
Funding Date (for the purposes of this clause (i), with the amount of such Lender’s Commitment on the Funding Date being determined
immediately prior to (and giving effect to any reduction in the amount of such Lender’s Commitment occurring on the Funding Date
but immediately prior to) the funding of the Loans on the Funding Date) and (ii) December 31, 2024.
(c) Duration
Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender, on the date that is 270 days following the
Funding Date, or, if such date is not a Business Day, on the first succeeding Business Day after such date, a duration fee in Dollars
in an amount equal to 0.50% of the aggregate principal amount of such Lender’s Loans outstanding on such date.
(d) Other
Fees. The Borrower shall pay to the Administrative Agent, for its own account, fees in the amounts and at the times specified in
the Administrative Agent Fee Letter.
(e) Fees
Generally. Once paid, fees shall not be refundable for any reason whatsoever.
2.10 Computation
of Interest and Fees.
All computations of interest
for Base Rate Loans (when Base Rate is determined by reference to the Prime Rate) shall be made on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day
year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is repaid, provided that any Loan that is repaid on the same day on which it is
made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest
rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
2.11 Evidence
of Debt.
The Loans made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary course of business. The Administrative
Agent shall maintain the Register in accordance with Section 10.06(c). The accounts or records maintained by the Administrative
Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the
interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request
of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules
to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
2.12 Payments
Generally; Administrative Agent’s Clawback.
(a) General.
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the Lenders to which such payment is owed, at the Administrative Agent’s Account in Dollars and in immediately
available funds not later than 3:00 p.m. (New York City time) on the date specified herein; provided that payments pursuant
to Sections 3.01, 3.04, 3.05 and 10.04 shall be made directly to the Persons entitled thereto. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of each payment
received by the Administrative Agent for the account of the Lenders in like funds as received by wire transfer to such Lender’s
Lending Office. All payments received by the Administrative Agent after such time shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue. Subject to the definitions of “Interest Period” and “Maturity
Date”, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b) (i) Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to
the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of
such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02
(or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the
time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to
the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such
Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in
connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base
Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period,
the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such
Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a
Lender that shall have failed to make such payment to the Administrative Agent.
(ii) Payments
by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior
to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not
make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing
or similar fees customarily charged by the Administrative Agent in connection with the foregoing.
A notice by the Administrative Agent to any Lender
or the Borrower with respect to any amount owing under this Section 2.06(b) shall be conclusive, absent manifest error.
(c) Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c) are
several and not joint. The failure of any Lender to make any Loan or to make any payment under Section 10.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to so make its Loan or to make its payment under Section 10.04(c).
(d) Funding
Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner
or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.
2.13 Sharing
of Payments by Lenders.
If any Lender shall, by exercising
any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made
by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon
greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them;
provided that:
(i) if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall
be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii) the
provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant
to and in accordance with the express terms of this Agreement or any other Loan Document (for the avoidance of doubt, as in effect from
time to time) (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained
by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other
than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).
The
Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
2.14 [Reserved].
2.15 [Reserved].
2.16 Defaulting
Lenders.
(a) Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i) Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.
(ii) Fees.
The Ticking Fee shall cease to accrue on the Commitment of such Defaulting Lender and no Commitment Fee shall be payable to such Defaulting
Lender.
(iii) Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amount received by the Administrative Agent for the account of
such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise or received by
the Administrative Agent from a Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may
be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to
the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to
the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement,
as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in
a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with
respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment
of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that
Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to
such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment
is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share,
and (y) such Loan was made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment
shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders ratably. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(b) Defaulting
Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein, that Lender will, to the extent applicable, take such actions as the Administrative Agent may determine to be appropriate
in connection with such Lender ceasing to be a Defaulting Lender, whereupon such Lender will cease to be a Defaulting Lender; provided
that (i) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower
while that Lender was a Defaulting Lender and (ii) all amendments, waivers or modifications effected without its consent in accordance
with the provisions of Section 10.01 and this Section 2.16 during such period shall be binding on it; provided,
further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender
to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.
Article III
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes.
(a) Payments
Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i) Any
and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding
for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative
Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative
Agent or the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to
be delivered pursuant to subsection (e) below.
(ii) If
the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States
Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such
deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received
pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted
to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made
on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding
or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01)
the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(iii) If
the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes
from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions
as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below,
(B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction
is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding
or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01)
the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(b) Payment
of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay
to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse
it for the payment of, any Other Taxes.
(c) Tax
Indemnification.
(i) The
Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor,
for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient,
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to
the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of
a Lender, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall
make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly
to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Each
Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the
Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already
indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the
Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the
provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative
Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid
by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender
under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).
(d) Evidence
of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower
or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to
the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy
of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment
or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.
(e) Status
of Lenders; Tax Documentation.
(i) Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A),
(ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal
or commercial position of such Lender.
(ii) Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,
(A) any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following
is applicable:
(I) in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an
exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable)
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;
(II) executed
copies of IRS Form W-8ECI;
(III) in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN,
as applicable); or
(IV) to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2
or Exhibit H-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4
on behalf of each such direct and indirect partner;
(C) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other
form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and
(D) if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law
and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations
under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.
(ii) Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.
(f) Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for
or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from
funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received
a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise
to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request
of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount
to the Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position
than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld
or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection
shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that
it deems confidential) to the Borrower or any other Person.
(g) Survival.
Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all other Obligations.
3.02 Illegality.
If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR or the Term SOFR, or to determine or
charge interest rates based upon SOFR or the Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative
Agent), (a) any obligation of such Lender to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall
be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate
on which is determined by reference to the Adjusted Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans
of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted
Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay or convert, as elected by the Borrower, all Term SOFR Loans of such Lender to Base
Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by
the Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate), either on the last day of the Interest
Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loan to such day, or immediately, if such Lender may
not lawfully continue to maintain such Term SOFR Loan and (ii) if such notice asserts the illegality of such Lender determining
or charging interest rates based upon SOFR or the Term SOFR, the Administrative Agent shall during the period of such suspension compute
the Base Rate applicable to such Lender without reference to the Adjusted Term SOFR component thereof until the Administrative Agent
is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR
or the Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted,
together with any additional amounts required pursuant to Section 3.05.
3.03 Inability
to Determine Rates.
(a) Subject
to Section 3.03(b), if:
(i) the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to the commencement
of any Interest Period for a Term SOFR Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term
SOFR for such Interest Period (including because the Term SOFR Reference Rate is not available or published on a current basis) or (B) at
any time, that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR; or
(ii) the
Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term SOFR
Borrowing, the Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making
or maintaining their Loans included in such Borrowing for such Interest Period or (B) at any time, Adjusted Daily Simple SOFR will
not adequately and fairly reflect the cost to such Lenders making or maintaining their Loans included in any Daily Simple SOFR Borrowing;
then the Administrative Agent shall
forthwith give notice thereof to the Borrower and the Lenders and (x) until the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower
delivers a new Loan Notice in accordance with Section 2.02, any Loan Notice that requests the conversion of any Borrowing
to, or continuation of any Borrowing as, a Term SOFR Borrowing affected by Section 3.03(a)(i)(A) or Section 3.03(a)(ii)(A) and
any Loan Notice that requests a Term SOFR Borrowing affected by Section 3.03(a)(i)(A) or Section 3.03(a)(ii)(A) shall
instead be deemed to be a Loan Notice for (x) a Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR is not also
the subject of Section 3.03(a)(i) or 3.03(a)(ii) above or (y) a Base Rate Borrowing if the Adjusted
Daily Simple SOFR also is the subject of Section 3.03(a)(i) or 3.03(a)(ii) above. Furthermore, if any Term
SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this
Section 3.03(a) with respect to the Adjusted Term SOFR, then until (x) the Administrative Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the
Borrower delivers a new Loan Notice in accordance with Section 2.02, any Term SOFR Loan shall, on the last day of the Interest
Period applicable to such Loan, convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple
SOFR is not also the subject of Section 3.03(a)(i) or 3.03(a)(ii) above or (y) a Base Rate Loan if
the Adjusted Daily Simple SOFR also is the subject of Section 3.03(a)(i) or 3.03(a)(ii) above.
(b) (i) Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A) if a Benchmark
Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such
Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes
hereunder and under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment
to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement
is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement
Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect
of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to,
this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection
to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii) Notwithstanding
anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document.
(iii) The
Administrative Agent will promptly notify the Borrower and the Lenders of (A) any occurrence of a Benchmark Transition Event, (B) the
implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming Changes, (D) the
removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.03(c)(iv) and (E) the commencement or
conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent
or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.03, including any determination with respect
to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain
from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion
and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant
to this Section 3.03.
(iv) Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR) and either (1) any tenor for such
Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion or (2) the regulatory supervisor for the administrator of such Benchmark has provided a public
statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the
Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove
such unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is
subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or
is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement),
then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such
time to reinstate such previously removed tenor.
(v) Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or continued and, failing that, the Borrower
will be deemed to have converted any request for a Term SOFR Borrowing into a request for a borrowing of or conversion to (A) a
Daily Simple SOFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) a
Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event. Furthermore, if any Term SOFR Loan
or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period with respect to the Term SOFR or Daily Simple SOFR, as the case may be, then until such time as a Benchmark Replacement is implemented
pursuant to this Section 3.03, (1) any Term SOFR Loan shall on the last day of the Interest Period applicable thereto
convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a
Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event,
on such day and (2) any Daily Simple SOFR Loan shall on and from such day convert to, and shall constitute, a Base Rate Loan. During
any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component
of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination
of Base Rate.
3.04 Increased
Costs.
(a) Increased
Costs Generally. If any Change in Law shall:
(i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended or participated in by, any Lender;
(ii) subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of
the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose
on any Lender any other condition, cost or expense affecting this Agreement or Term SOFR Loans made by such Lender;
and the result of any of the foregoing shall
be to increase the cost to such Lender of making, converting, continuing or maintaining any Loan (or of maintaining its obligation to
make any Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or
any other amount) then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate
such Lender for such additional costs incurred or reduction suffered.
(b) Capital
and Liquidity Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender
or such Lender’s holding company, if any, regarding capital or liquidity requirements has had or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement, the Commitment of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies
of such Lender’s holding company with respect to capital adequacy and liquidity), then, upon request of such Lender, the Borrower
will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any
such reduction suffered.
(c) Certificates
for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the
Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.
(d) Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall
not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required
to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered
more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of
retroactive effect thereof).
3.05 Funding
Losses.
Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any loss, cost or expense incurred by it as a result of:
(a) any
continuation, conversion, payment or prepayment of any Term SOFR Loan on a day other than the last day of the Interest Period for such
Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b) any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Term SOFR Loan on the date or in the amount notified by the Borrower (whether or not such notice may be revoked in accordance herewith,
except any Loan Notice that is conditioned on the consummation (or substantially concurrent consummation) of the Acquisition that is
revoked as provided in Section 2.02(a)); or
(c) any
assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower
pursuant to Section 10.13;
including any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such
funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
3.06 Mitigation
Obligations; Replacement of Lenders.
(a) Designation
of a Different Lending Office. Each Lender may make any Loan to the Borrower through any Lending Office; provided that the
exercise of this option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender
gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender shall use reasonable efforts to
designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need
for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) Replacement
of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.06(a),
the Borrower may replace such Lender in accordance with Section 10.13.
3.07 Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment
of all other Obligations hereunder and resignation of the Administrative Agent.
Article IV
CONDITIONS PRECEDENT
4.01 Conditions
Precedent to Effectiveness. The occurrence of the Closing Date and the effectiveness of this Agreement are subject to satisfaction
of the following conditions precedent:
(a) The
Administrative Agent’s receipt of the following:
(i) counterparts
of this Agreement signed on behalf of the Borrower, each Lender and the Administrative Agent (which, subject to Section 10.10(b),
may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual
executed signature page);
(ii) a
customary secretary’s certificate of the Borrower dated the Closing Date and signed by a Responsible Officer of the Borrower, attaching
and, where applicable, certifying (A) a copy of the certificate of incorporation of the Borrower, certified as of a recent date
prior to the Closing Date by the Secretary of State of South Carolina, (B) a copy of the by-laws of the Borrower, (C) a copy
of the resolutions of the board of directors of the Borrower approving the Loan Documents and the transactions contemplated thereby,
(D) the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents and the other documents
to be delivered by the Borrower hereunder, and (E) a good standing certificate (certificate of existence) for the Borrower from
the Secretary of State of South Carolina dated as of a recent date;
(iii) favorable
opinions of Freshfields Bruckhaus Deringer US LLP, counsel to the Borrower, and Haynsworth Sinkler Boyd, P.A., counsel to the Borrower,
each dated the Closing Date and addressed to the Administrative Agent and the Lenders, in a form reasonably satisfactory to the Administrative
Agent; and
(iv) a
certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, certifying that the conditions specified in
Sections 4.01(c) and 4.01(d) have been satisfied.
(b) The
Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid by the Borrower
on or prior to the Closing Date under this Agreement, the Administrative Agent Fee Letter and the Arranger Fee Letter (in the case of
expenses, to the extent invoiced at least three days prior to the Closing Date).
(c) The
representations and warranties of the Borrower contained in this Agreement shall be true and correct in all material respects (and in
all respects to the extent any such representation and warranty is already qualified by materiality or a reference to Material Adverse
Effect) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects (and in all respects to the extent any such representation
and warranty is already qualified by materiality or a reference to Material Adverse Effect) as of such earlier date.
(d) No
Default shall exist and be continuing as of the Closing Date.
(e) The
Administrative Agent and the Lenders shall have received (i) at least three Business Days prior to the Closing Date, all documentation
and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering
rules and regulations, including the PATRIOT Act, to the extent reasonably requested at least ten Business Days prior to the Closing
Date; and (ii) at least three Business Days prior to the Closing Date, to the extent that the Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.
(f) The
Administrative Agent shall have received evidence that the Borrower has delivered (or substantially concurrently with the effectiveness
of this Agreement will deliver) a notice to the Commitment Parties (as defined in the Bridge Commitment Letter) that the credit facility
established under this Agreement constitutes a Qualifying Loan Facility (as defined in the Bridge Commitment Letter) resulting in a mandatory
commitment reduction under the Bridge Facility.
Without limiting the generality
of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
The Administrative Agent
shall notify the Borrower and the Lenders of the occurrence of the Closing Date, and such notice shall be conclusive and binding on all
parties hereto.
4.02 Conditions
Precedent to the Funding Date. The obligation of each Lender to make a Loan hereunder is, after the effectiveness of this Agreement,
subject solely to the satisfaction (or waiver in accordance with Section 10.01) of the following conditions precedent:
(a) The
Acquisition Agreement, in the form substantially identical to the Form Acquisition Agreement, shall have been executed and delivered
by each of the contemplated parties thereto, and the Administrative Agent shall have received a copy of the Acquisition Agreement as
so executed and delivered. The Acquisition shall be consummated substantially concurrently with the funding of the Loans on the Funding
Date in accordance with the Acquisition Documents, and the Acquisition Documents shall not have been amended or modified, and no condition
shall have been waived or consent granted, in any respect that is materially adverse to the Lenders or the Arrangers without the Arrangers’
prior written consent; provided that (i) any increase, when taken together with all prior increases, of up to 10% in the
original consideration for the Acquisition shall not be deemed to be materially adverse to the interests of the Lenders or the Arrangers
and shall not require the consent of the Arrangers, (ii) any decrease, when taken together with all prior decreases, of less than
10% of the original consideration of the Acquisition shall not be deemed to be materially adverse to the interests of the Lenders or
the Arrangers and shall not require the consent of the Arrangers so long as any such reduction in the consideration for the Acquisition
shall reduce dollar-for-dollar the commitments under the Bridge Facility (and, upon termination of the Bridge Facility, ratably to the
Commitments hereunder and the commitments under the July 2024 Term Facility), (iii) increases or decreases, when taken
together with all prior increases or decreases, as applicable, of more than 10% in the original consideration for the Acquisition shall
be deemed to be materially adverse to the interests of the Lenders and the Arrangers and shall require the consent of the Arrangers,
(iv) any adjustment to the consideration for the Acquisition in accordance with the working capital adjustments as set forth in
the Form Acquisition Agreement shall not be deemed to be an increase or decrease in the consideration for the Acquisition, (v) any
amendment to the definition of “Company Material Adverse Effect”, compared to the definition thereof as defined in the Form Acquisition
Agreement, shall be deemed to be materially adverse to the interests of the Lenders and the Arrangers and shall require the consent of
the Arrangers and (vi) any amendment, modification, waiver or consent of or under Sections 7.15(a)(ii), 7.15(d)(ix) or
7.15(g) of the Acquisition Agreement, compared to the terms of such Sections in the Form Acquisition Agreement, shall be deemed
to be materially adverse to the interests of the Lenders and the Arrangers and shall require the consent of the Arrangers.
(b) The
Arrangers shall have received (i) GAAP audited consolidated balance sheets and related audited consolidated statements of income
or operations, shareholders’ equity and cash flows of the Borrower for the three most recent fiscal years ended at least 90 days
prior to the Funding Date and (ii) GAAP unaudited consolidated balance sheets and related unaudited consolidated statements of income
or operations, shareholders’ equity and cash flows of the Borrower for each subsequent fiscal quarter (other than the fourth fiscal
quarter) ended at least 45 days before the Funding Date, provided that the Borrower’s public filing of any required financial
statements with the SEC shall constitute delivery of such financial statements to the Arrangers so long as a subsequent Form 8-K, Item
4.02 has not been filed with respect to such financial statements. The Arrangers hereby acknowledge receipt of the financial statements
in the foregoing clause (i) for the fiscal years ended December 31, 2023, December 31, 2022 and December 31,
2021 and in the foregoing clause (ii) for the fiscal quarters ended April 4, 2024 and June 30, 2024; provided
that a subsequent Form 8-K, Item 4.02 has not been filed with respect to such financial statements.
(c) The
Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Responsible Officer of the Borrower, certifying
that the conditions set forth in Sections 4.02(a) (other than the first sentence thereof), 4.02(f) and 4.02(i) have
been satisfied.
(d) The
Administrative Agent shall have received a Loan Notice in accordance with Section 2.02(a).
(e) The
Administrative Agent shall have received a solvency certificate, dated the Funding Date and signed by the chief financial officer of
the Borrower, in the form of Exhibit E.
(f) On
the Funding Date, immediately after giving effect to the consummation of the Transactions, (i) the Acquisition Documents Representations
shall be true and correct to the extent required by the definition of such term, (ii) the Specified Representations shall be true
and correct in all material respects (and in all respects to the extent any such representation and warranty is already qualified by
materiality or a reference to Material Adverse Effect) and (iii) there shall not be any continuing Event of Default under Section 8.01(a),
8.01(f) or 8.01(g).
(g) The
Arrangers, the Administrative Agent and the Lenders shall have received all fees and invoiced expenses required to be paid on or prior
to the Funding Date under this Agreement, the Administrative Agent Fee Letter and the Arranger Fee Letter (in the case of expenses, to
the extent invoiced at least three days prior to the Funding Date).
(h) The
Acquired Group Refinancing shall have been consummated, or shall be consummated substantially concurrently with the funding of the Loans
on the Funding Date, and the Administrative Agent shall have received customary release, discharge and termination documentation evidencing
the consummation thereof.
(i) From
and after the Put Option Agreement Date (as defined in the Form Acquisition Agreement), there shall not have occurred any Company
Material Adverse Effect (as defined in the Form Acquisition Agreement).
The Administrative Agent
shall notify the Borrower and the Lenders of the occurrence of the Funding Date, and such notice shall be conclusive and binding on all
parties hereto.
Article V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and
warrants to the Administrative Agent and the Lenders, on the Closing Date (other than with respect to Section 5.19) and the
Funding Date (after giving effect to the Transactions), that:
5.01 Existence,
Qualification and Power; Compliance with Laws.
Each Consolidated Party (a) is
a corporation or other entity duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations,
consents and approvals to (i) own its assets and carry on its business and (ii) in the case of the Borrower, execute, deliver
and perform its obligations under the Loan Documents, (c) is duly qualified and is licensed and in good standing under the Laws of
each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or
license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d),
to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.02 Authorization;
No Contravention.
The execution, delivery and
performance by the Borrower of each Loan Document have been duly authorized by all necessary corporate or other organizational action,
and do not and will not (a) contravene the terms of any of the Borrower’s Organization Documents; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under, (i) any Contractual Obligation to which the Borrower
is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower
or its property is subject; or (c) violate any Law, except in each case referred to in clause (b)(i), (b)(ii) or
(c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.03 Governmental
Authorization; Other Consents.
No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required
in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan
Document.
5.04 Binding
Effect.
This Agreement has been, and
each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes,
and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms.
5.05 Financial
Statements; No Internal Control Event.
(a) The
Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Consolidated Parties as of the date
thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct
or contingent, of the Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) From
the date of the Audited Financial Statements through the Closing Date, no Consolidated Party has incurred any material Off-Balance Sheet
Liabilities.
(c) To
the best knowledge of the Borrower, (i) no Internal Control Event has occurred since the date of the Audited Financial Statements
through the Closing Date and (ii) no Material Adverse Effect exists or has occurred since the date of the Audited Financial Statements.
5.06 Litigation.
There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated,
at law, in equity, in arbitration or before any Governmental Authority, by or against any Consolidated Party or against any of their properties
or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated
hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
5.07 No
Default.
No Consolidated Party is in
default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.
5.08 Ownership
of Property.
Each Consolidated Party has
good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.
5.09 Environmental
Compliance.
The Borrower and its Subsidiaries
conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability
or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof
the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
5.10 Insurance.
The properties of the Borrower
and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts
(after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as
are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the
applicable Subsidiary operates.
5.11 Taxes.
The Consolidated Parties have
filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other taxes,
assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable
that, collectively or individually, if not paid, could result in a Material Adverse Effect, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) there has been set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected
to result in a Material Adverse Effect. Except as disclosed in the Audited Financial Statements, there is no proposed tax assessment against
any Consolidated Party that would, if made, have a Material Adverse Effect. The Borrower is not party to any tax sharing agreement with
a Person that is not a Subsidiary.
5.12 ERISA
Compliance.
(a) Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each
Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination
letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related
thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application
for such a letter is currently being processed by the IRS. To the best knowledge of the Borrower, nothing has occurred that would prevent
or cause the loss of such tax-qualified status.
(b) There
are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to
result in a Material Adverse Effect.
(c) (i) No
ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably
be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate
has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum
funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date
for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher
and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding
target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower
nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments
which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator
thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute
proceedings under Title IV of ERISA to terminate any Pension Plan; except in each case referred to above, to the extent that such occurrence
could not reasonably be expected to have a Material Adverse Effect.
(d) Neither
the Borrower or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under,
any active or terminated Pension Plan other than Pension Plans not otherwise prohibited by this Agreement.
(e) The
Borrower represents and warrants that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR
§ 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans
or the Commitments.
5.13 Margin
Regulations; Investment Company Act.
(a) The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin
stock.
(b) The
Borrower is not and is not required to be registered as an “investment company” under the Investment Company Act of 1940.
5.14 Disclosure.
As of the Closing Date, the
Borrower has disclosed to the Administrative Agent and the Lenders all matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished
(whether in writing or orally) by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information,
the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the
time.
5.15 Compliance
with Laws.
Each Consolidated Party is
in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to
it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
5.16 Intellectual
Property; Licenses, Etc.
Each Consolidated Party owns,
or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses
and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict
with the rights of any other Person except for those rights, the loss of which could not reasonably be expected to have a Material Adverse
Effect. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other
Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which,
either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.17 OFAC;
Anti-Corruption Laws.
Neither the Borrower, nor
any of its Subsidiaries, nor any of their respective officers or employees, nor, to the knowledge of the Borrower or its Subsidiaries,
any director, agent, Affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions or in material
violation of any Laws related to anti-corruption, nor is the Borrower or any Subsidiary located, organized or resident in a Designated
Jurisdiction. No Loan, and no proceeds from any Loan, has been used directly or indirectly, to lend, contribute, provide or has otherwise
made available to fund any activity or business of any Person that is the subject of any Sanctions or in violation of Laws related to
anti-corruption, or in any other manner that will result in any violation by any Person (including any Lender, any Arranger or the Administrative
Agent) of Sanctions or Laws related to anti-corruption. The Borrower and its Subsidiaries have conducted their businesses in material
compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted
and maintained policies and procedures designed to promote and achieve compliance with such Sanctions and anti-corruption Laws in all
material respects. The Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, their
respective directors, are in compliance in all material respects with the PATRIOT Act.
5.18 Affected
Financial Institutions.
The Borrower is not an Affected
Financial Institution.
5.19 Solvency.
As of the Funding Date, immediately
after giving effect to the consummation of the Transactions, on and as of such date (a) the fair value of the assets of the Borrower
and its Subsidiaries on a consolidated basis, at a fair valuation on a going concern basis, will exceed the debts and liabilities, direct,
subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (b) the present fair saleable
value of the property of the Borrower and its Subsidiaries on a consolidated and going concern basis will be greater than the amount that
will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities,
direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course
of business; (c) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured in the ordinary course of business; and
(d) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the
businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Funding Date.
Article VI
AFFIRMATIVE COVENANTS
So long as any Lender shall
have any Commitment hereunder or any Loan or other Obligation (other than contingent obligations as to which no claim has been made on
the Borrower) hereunder shall remain unpaid or unsatisfied, the Borrower shall, and shall (except in the case of the covenants set forth
in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:
6.01 Financial
Statements.
Deliver to the Administrative
Agent, which in turn will make them available to the Lenders:
(a) as
soon as available, but in any event within the earlier of (i) the 90th day after the end of each fiscal year of the Borrower and
(ii) the day that is three (3) Business Days after the date the Borrower’s annual report on Form 10-K is required
to be filed with the SEC (commencing with such annual report for the fiscal year ending December 31, 2024), a consolidated balance
sheet of the Consolidated Parties as at the end of such fiscal year, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by (A) a report and opinion of
PricewaterhouseCoopers LLP or another independent certified public accountant of nationally recognized standing, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification, exception, assumption or explanatory language except required disclosure of critical auditing matters pursuant
to PCAOB Auditing Standards or any qualification, exception, assumption or explanatory language as to the scope of such audit or with
respect to the absence of any material misstatement and (B) an opinion of such Registered Public Accounting Firm independently assessing
the Borrower’s internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard
No. 2, and Section 404 of the Sarbanes-Oxley Act of 2002 expressing a conclusion that contains no statement that there is a
material weakness in such internal controls, except for such material weaknesses that have been (x) disclosed to the Lenders and
(y) remedied or otherwise diligently addressed (or is in the process of being diligently addressed) by the Borrower in accordance
with recommendations made by the Borrower’s auditors in consultation with the Borrower; and
(b) as
soon as available, but in any event within the earlier of (i) the 45th day after the end of each of the first three fiscal quarters
of each fiscal year of the Borrower and (ii) the day that is three (3) Business Days after the date the Borrower’s
quarterly report on Form 10-Q is required to be filed with the SEC (commencing with such quarterly report for the fiscal quarter
ending September 30, 2024), a consolidated balance sheet of the Consolidated Parties as at the end of such fiscal quarter, and the
related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter (other than
with respect to consolidated statements of cash flows) and for the portion of the Borrower’s fiscal year then ended, setting forth
in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion
of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the
financial position, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance
with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.
As to any information contained in materials furnished
pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under clause (a) or
(b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials
described in subsections (a) and (b) above at the times specified therein.
6.02 Certificates;
Other Information.
Deliver to the Administrative
Agent, which in turn will make them available to the Lenders:
(a) concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the Registered Public Accounting
Firm stating that in making the examination necessary for its audit opinion thereon no knowledge was obtained of any Default under the
financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event;
(b) concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance
Certificate signed by a Responsible Officer of the Borrower;
(c) promptly
after any written request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection
with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;
(d) promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the
stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower
may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise
required to be delivered to the Administrative Agent pursuant hereto;
(e) promptly,
such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with
the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and
(f) promptly
following any request therefor, such information and documentation reasonably requested by the Administrative Agent or any Lender for
purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including
the PATRIOT Act and the Beneficial Ownership Regulation.
Documents
required to be delivered pursuant to Section 6.01(a), 6.01(b) or 6.02(d) shall be deemed to have
been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website
on the Internet at https://investor.sonoco.com/; (ii) on which such documents are posted on the Borrower’s behalf
on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); or (iii) on which the Borrower publicly files such documents with the
SEC at www.sec.gov. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of
the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request
by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or obtaining or maintaining its copies
of such documents.
The Borrower hereby acknowledges
that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials
and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting
the Borrower Materials on an Approved Electronic Platform and (b) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Subsidiaries, or the
respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to
such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity
securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all
Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, which,
at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers and the
Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities
for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the
Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform that is not designated “Public Side Information.” Notwithstanding the
foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”
6.03 Notices.
Promptly notify the Administrative
Agent, which in turn will notify the Lenders:
(a) of
the occurrence of any Default;
(b) of
any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance
of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; (iii) the commencement of, or any
material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental
Laws; or (iv) the occurrence of any ERISA Event; and
(c) of
any announcement by S&P, Moody’s or Fitch of any change or possible change in a Debt Rating.
Each notice pursuant to this
Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred
to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
6.04 Payment
of Obligations.
Pay its obligations, including
tax liabilities, that, collectively or individually, if not paid, could result in a Material Adverse Effect before the same shall become
delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings,
(b) there has been set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure
to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
6.05 Preservation
of Existence, Etc.
(a) Preserve, renew and
maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except
in a transaction permitted by Section 7.03; (b) take all reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks,
trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
6.06 Maintenance
of Properties.
(a) Maintain, preserve
and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition,
ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the
failure to do so could not reasonably be expected to have a Material Adverse Effect.
6.07 Maintenance
of Insurance.
Maintain with financially
sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against
loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such
amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances
by such other Persons.
6.08 Compliance
with Laws.
Comply in all material respects
with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except
in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse
Effect.
6.09 Books
and Records.
Maintain proper books of record
and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions
and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.
6.10 Inspection
Rights.
Permit representatives and
independent contractors of the Administrative Agent or the Required Lenders to visit and inspect any of its properties, to examine its
corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts
with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default
exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.
6.11 Use
of Proceeds.
Use the proceeds of the Loans
solely (a) to pay a portion of the consideration payable pursuant to the Acquisition Documents, (b) to finance the Acquired
Group Refinancing and (c) to pay the fees and expenses incurred by the Borrower and its Subsidiaries in connection with the Transactions.
6.12 Anti-Corruption
Laws.
Conduct its business in compliance
with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in
other jurisdictions (except in such instances in which the failure to comply therewith (a) is not systemic, (b) does not involve
senior management of the Borrower and (c) would not be reasonably expected to have a Material Adverse Effect), and maintain policies
and procedures designed to promote and achieve compliance with such Laws.
Article VII
NEGATIVE COVENANTS
So long as any Lender shall
have any Commitment hereunder or any Loan or other Obligation (other than contingent obligations as to which no claim has been made on
the Borrower) hereunder shall remain unpaid or unsatisfied, the Borrower shall not, nor shall it permit any Subsidiary (or in the case
of Section 7.01 only, any Domestic Subsidiary) to, directly or indirectly:
7.01 Liens.
Create, incur, assume or suffer
to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired; provided, however,
that the foregoing restriction shall not apply to:
(a) Liens
on any assets of the Borrower or any Subsidiaries existing on the Closing Date and set forth on Schedule 7.01;
(b) Liens
on any assets of any Person existing at the time such Person becomes a Domestic Subsidiary (and not incurred in contemplation thereof);
(c) Liens
on any assets existing at the time of acquisition of such assets by the Borrower or a Domestic Subsidiary, or Liens to secure the payment
of all or any part of the purchase price of such assets upon the acquisition of such assets by the Borrower or a Domestic Subsidiary or
to secure any Indebtedness incurred, assumed or guaranteed by the Borrower or a Domestic Subsidiary prior to, at the time of, or within
180 days after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing
asset) or commencement of full operation of such asset, whichever is later) which Indebtedness is incurred, assumed or guaranteed for
the purpose of financing all or any part of the purchase price thereof or, in the case of real property, construction or improvements
thereon; provided, however, that in the case of any such acquisition, construction or improvement, the Lien shall not apply
to any assets theretofore owned by the Borrower or a Domestic Subsidiary, other than, in the case of any such construction or improvement,
any real property on which the property so constructed, or the improvement, is located;
(d) Liens
on any assets to secure Indebtedness of a Subsidiary to the Borrower or to any wholly owned Domestic Subsidiary;
(e) Liens
on any assets of a Person existing at the time such Person is merged into or consolidated with the Borrower or a Domestic Subsidiary or
at the time of a purchase, lease or other acquisition of the assets of a Person or firm as an entirety or substantially as an entirety
by the Borrower or a Domestic Subsidiary (and not incurred in contemplation thereof);
(f) Liens
on any assets of the Borrower or a Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or
instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political
subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness
incurred or guaranteed for the purpose of financing all or any part of the purchase price (or, in the case of real property, the cost
of construction) of the assets subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control,
industrial revenue or similar financings);
(g) any
extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in
the foregoing clauses (a), (b), (c), (e) or (f); provided, however, that the principal
amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension,
renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the assets which secured
the Lien so extended, renewed or replaced (plus improvements and construction on real property);
(h) easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Borrower or its Domestic Subsidiaries;
(i) Liens
on cash deposits in connection with notional pooling arrangements of the Borrower in an amount not to exceed the amount of Indebtedness
incurred by the Borrower pursuant to such notional pooling arrangements;
(j) CoBank’s
statutory Lien on the CoBank Equities, which Lien secures obligations of the Borrower to CoBank under the 2023 Term Loan Credit Agreement
in an amount not to exceed $70,000,000; and
(k) Liens
not permitted by clauses (a) through (j) above if at the time of, and after giving effect to, the creation or
assumption of any such Lien, the aggregate amount of all Indebtedness of the Borrower and its Domestic Subsidiaries secured by all such
Liens not so permitted by clauses (a) through (j) above does not exceed 10% of Total Assets.
7.02 Indebtedness.
As to the Subsidiaries only,
create, incur, assume or suffer to exist any Indebtedness, except:
(a) Indebtedness
of the Subsidiaries existing as of the Closing Date as referenced in the financial statements referred to in Section 5.05
and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal,
refinancing or extension;
(b) Indebtedness
of the Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion
of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed
the purchase price or cost of construction of such asset, (ii) no such Indebtedness shall be refinanced for a principal amount in
excess of the principal balance outstanding thereon at the time of such refinancing and (iii) the total amount of all such Indebtedness
shall not exceed $100,000,000 at any time outstanding;
(c) unsecured
intercompany Indebtedness among the Borrower and its Subsidiaries;
(d) Indebtedness
and obligations owing under any Swap Contracts; provided that (i) such obligations are (or were) entered into by such Person
in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments,
assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not
for purposes of speculation or taking a “market view” and (ii) such Swap Contract does not contain any provision exonerating
the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(e) Indebtedness
and obligations of the Subsidiaries owing under documentary letters of credit for the purchase of goods or other merchandise (but not
under standby, direct pay or other letters of credit) generally;
(f) Indebtedness
of the Subsidiaries incurred in connection with acquisitions (including Indebtedness of Subsidiaries incurred or assumed in connection
with joint ventures); provided that (i) such Indebtedness when incurred shall not exceed the purchase price for such acquisition
(or the total capital (equity and debt) of a joint venture) and (ii) if the aggregate amount of any such Indebtedness (whether anticipated
to be funded at one time or over a series of fundings) exceeds $200,000,000, then (A) the Borrower shall give the Administrative
Agent prior written notice of such Indebtedness and (B) prior to the incurrence of any such Indebtedness the Borrower shall have
provided to the Administrative Agent such evidence as the Administrative Agent may reasonably request demonstrating pro forma covenant
compliance and the maintenance of an investment grade Debt Rating from S&P and Moody’s (defined for purposes hereof as BBB-
or better by S&P and Baa3 or better by Moody’s);
(g) other
non-acquisition-related Indebtedness of the Subsidiaries which does not exceed 5% of Total Assets in the aggregate at any time outstanding;
and
(h) to
the extent constituting Indebtedness, obligations of the Subsidiaries related to any arrangement, directly or indirectly, with any Person
whereby such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the
property being sold or transferred, so long as the aggregate amount of such obligations does not exceed $100,000,000 at any time outstanding.
7.03 Fundamental
Changes.
As to the Borrower only, merge,
dissolve, liquidate or consolidate with or into another Person. As to the Borrower and its Subsidiaries, collectively, dispose of (whether
in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of
their assets (whether now owned or hereafter acquired) to or in favor of another Person or Persons (including, in each case, pursuant
to a Division).
7.04 [Reserved].
7.05 Transactions
with Affiliates.
Except (a) as otherwise
specifically permitted in this Agreement, (b) in regards to intercompany transactions among Subsidiaries and (c) in regards
to intercompany transactions between the Borrower and any Subsidiary (to the extent, in the case of this clause (c), the Borrower
is advantaged), enter into any transactions or series of transactions, whether or not in the ordinary course of business, with any officer,
director, shareholder or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable
arm’s length transaction with a Person other than an officer, director, shareholder or Affiliate.
7.06 Use
of Proceeds.
Use the proceeds of the borrowing
of Loans, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within
the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose.
7.07 Minimum
Book Net Worth.
Permit, as of the last day
of any fiscal quarter (commencing with the fiscal quarter ending on or about September 30, 2024), Book Net Worth to be less than
80% of Book Net Worth as of March 31, 2024; provided, however, that (i) such minimum amount shall be increased
by an amount equal to 25% of the Borrower’s and its Subsidiaries’ consolidated net income (excluding non-cash settlement expenses
and other non-cash charges related to the Borrower’s U.S. Pension Plan termination process (net of related tax benefits or charges))
for the fiscal quarter ended June 30, 2024 (computed on a consolidated basis in accordance with GAAP and with no deduction for a
net loss in such fiscal quarter); (ii) such minimum amount shall be increased at the end of each fiscal quarter (commencing with
the fiscal quarter ending September 30, 2024) by an amount equal to 25% of the Borrower’s and its Subsidiaries’ consolidated
net income (excluding non-cash settlement expenses and other non-cash charges related to the Borrower’s U.S. Pension Plan termination
process (net of related tax benefits or charges)) for the fiscal quarter then ended (computed on a consolidated basis in accordance with
GAAP and with no deduction for a net loss in any such fiscal quarter), such increases to be cumulative; and (iii) such minimum amount
shall be decreased Dollar for Dollar by the aggregate cumulative amount of all payments made by the Borrower on and after May 3,
2024 for the redemption, retirement or other repurchase of any shares of the capital stock of the Borrower so long as the Debt Rating
is BBB or higher by S&P or Baa2 or higher by Moody’s at the time of such payments. With respect to clause (iii) of
the proviso in the immediately preceding sentence, if, as a result of the payments made by the Borrower for such redemption, retirement
or other repurchase of any shares of the capital stock of the Borrower, the Debt Rating is lowered by either S&P or Moody’s
below the applicable level set forth in the preceding sentence within forty-five (45) days of the last of such payments, then any reduction
in the minimum Book Net Worth amount previously made pursuant to clause (iii) of this Section 7.07 in connection
with such payments shall be reversed.
7.08 Minimum
Consolidated Interest Coverage Ratio.
Permit the Consolidated Interest
Coverage Ratio as of the end of any fiscal quarter of the Borrower (commencing with the fiscal quarter ending on or about September 30,
2024) to be less than 3.25 to 1.00.
7.09 Sanctions;
Anti-Corruption Laws.
Use the proceeds of any Loan,
or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity,
directly or indirectly, (a) to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction,
that, at the time of such funding is the subject of any Sanctions, or in any other manner that will result in a violation by any individual
or entity (including any individual or entity participating in the transaction, whether as a Lender, an Arranger, the Administrative Agent
or otherwise) of Sanctions, (b) for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK
Bribery Act 2010, or other similar Laws in other jurisdictions or (c) in violation of any anti-money laundering rules and regulations.
Article VIII
EVENTS OF DEFAULT AND REMEDIES
8.01 Events
of Default.
Any of the following shall
constitute an “Event of Default”:
(a) Non-Payment.
The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within three
days after the same becomes due, any interest on any Loan or any fee due hereunder or (iii) within five days after the same becomes
due, any other amount payable hereunder or under any other Loan Document; or
(b) Specific
Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03, 6.05
(solely as to the preservation of legal existence of the Borrower), 6.11, 7.02, 7.07, 7.08 or 7.09;
or
(c) Other
Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or
(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after
written notice thereof being received from the Administrative Agent or any Lender; or
(d) Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower
herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading
in any material respect when made or deemed made; or
(e) Payment
Cross-Default. The Borrower or any Subsidiary fails to make any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under
Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, and such failure shall continue
for more than the period of grace, if any, applicable thereto and shall not have been waived; provided, however, that the
occurrence of any of the foregoing events with respect to any Subsidiary of the Borrower shall not constitute an Event of Default unless
such occurrence could reasonably be expected to have a Material Adverse Effect; or
(f) Insolvency
Proceedings, Etc. The Borrower or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee,
custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating
to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed
or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; provided, however, that the
occurrence of any of the foregoing events with respect to any Subsidiary of the Borrower shall not constitute an Event of Default unless
such occurrence could reasonably be expected to have a Material Adverse Effect; or
(g) Inability
to Pay Debts; Attachment. (i) The Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied
against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after
its issue or levy; provided, however, that the occurrence of any of the foregoing events with respect to any Subsidiary
of the Borrower shall not constitute an Event of Default unless such occurrence could reasonably be expected to have a Material Adverse
Effect; or
(h) Judgments.
There is entered against the Borrower or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon
such judgment or order, or (B) there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason
of a pending appeal or otherwise, is not in effect; provided, however, that the occurrence of any of the foregoing events
with respect to any Subsidiary of the Borrower shall not constitute an Event of Default unless such occurrence could reasonably be expected
to have a Material Adverse Effect; or
(i) ERISA.
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected
to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(j) Invalidity
of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower or any
other Person acting by or on behalf of the Borrower contests in any manner the validity or enforceability of any Loan Document; or the
Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document; or
(k) Change
of Control. There occurs any Change of Control.
8.02 Remedies
Upon Event of Default.
If any Event of Default occurs
and is continuing, the Administrative Agent shall at the request of, or may with the consent of, the Required Lenders, take any or all
of the following actions:
(a) declare
the Commitment of each Lender to be terminated, whereupon the Commitments shall be terminated;
(b) declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrower; and
(c) exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;
provided,
however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy
Code, the Commitment of each Lender shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent
or any Lender.
Notwithstanding the foregoing,
during the period from and including the Closing Date to and including the earlier of the termination of the Commitments or the funding
of the Loans on the Funding Date, and notwithstanding (a) any failure by the Borrower or any of its Subsidiaries to comply with any
of the covenants set forth in Article VI or Article VII, (b) the occurrence of any Event of Default (other
than any Event of Default under Section 8.01(a), 8.01(f) or 8.01(g)) or (c) subject to the parenthetical
in clause (b) above, any provision to the contrary in this Agreement, neither the Administrative Agent nor any Lender shall be entitled
to (other than in the case of any Event of Default under Section 8.01(a), 8.01(f) or 8.01(g)) (i) rescind,
terminate or cancel the Commitments pursuant to this Section 8.02, or exercise any right or remedy under this Agreement, to
the extent to do so would prevent, limit or delay the making of the Loans, (ii) refuse to participate in making its Loans or (iii) exercise
any right of set-off (including pursuant to Section 10.07) or counterclaim in respect of its Loans to the extent to do so
would prevent, limit or delay the making of its Loans; provided that, for the avoidance of doubt, (A) the making of Loans
shall be subject to the satisfaction (or waiver in accordance with Section 10.01) of the conditions set forth in Section 4.02
and (B) the Commitments shall be reduced as provided in Section 2.06. For the avoidance of doubt, (x) the rights
and remedies of the Lenders, the Arrangers and the Administrative Agent with respect to any condition set forth in Section 4.02
shall not be limited in the event that any such condition is not satisfied (or waived in accordance with Section 10.01) on
the Funding Date, (y) immediately after the funding of the Loans on the Funding Date, all of the rights, remedies and entitlements
of the Administrative Agent and the Lenders hereunder shall be available and may be exercised by them notwithstanding that such rights,
remedies or entitlements were not available prior to such time under this paragraph and (z) nothing in this paragraph shall affect
the rights, remedies or entitlements (or the ability to exercise the same) of the Administrative Agent or the Lenders with respect to
any Event of Default under Section 8.01(a), 8.01(f) or 8.01(g).
8.03 Application
of Funds.
After the exercise of remedies
provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable), any amounts received
on account of the Obligations, subject to the provisions of Section 2.16, shall be applied by the Administrative Agent in
the following order:
First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative
Agent in its capacity as such;
Second,
to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable
to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders (including fees and time charges for attorneys
who may be employees of any Lender) and amounts payable under Article III), ratably among them in proportion to the respective
amounts described in this clause Second payable to them;
Third,
to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among
the Lenders in proportion to the respective amounts described in this clause Third payable to them;
Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the
respective amounts described in this clause Fourth held by them; and
Last,
the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.
Article IX
ADMINISTRATIVE AGENT
9.01 Appointment
and Authority.
Each of the Lenders hereby
irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by
the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Without limiting the generality
of the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under,
each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative
Agent may have under such Loan Documents. The provisions of this Article are solely for the benefit of the Administrative Agent and
the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed
that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship
between contracting parties.
9.02 Rights
as a Lender.
The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
9.03 Exculpatory
Provisions.
The Administrative Agent shall
not have any duties or obligations except those expressly set forth herein and in the other Loan Documents and its duties hereunder shall
be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(a) shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe
in good faith to be necessary, under the circumstances as provided in the Loan Documents); provided that the Administrative Agent
shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability
or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of
the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting
Lender in violation of any Debtor Relief Law;
(c) shall
not, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender, any credit or other
information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower
or any of its Affiliates that is communicated to, obtained or in the possession of the Administrative Agent, any Arranger or any of their
Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein;
(d) shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith, to be necessary,
under the circumstances as provided in the Loan Documents) or (ii) in the absence of its own gross negligence or willful misconduct,
with such absence to be presumed unless otherwise determined by a court of competent jurisdiction by final and non-appealable judgment;
(e) shall
be deemed not to have knowledge of any Default unless and until notice describing such Default (and stating that it is a “notice
of default”) is given in writing to the Administrative Agent by the Borrower or a Lender;
(f) shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the sufficiency, validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document (including, for
the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by emailed
..pdf or any other electronic means that reproduces an image of an actual executed signature page) or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered
to the Administrative Agent.
Nothing in this Agreement
or any other Loan Document shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
In performing its functions
and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in
limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical
and administrative in nature. The motivations of the Administrative Agent are commercial in nature and not to invest in the general performance
or operations of the Borrower and its Subsidiaries. Without limiting the generality of the foregoing, (i) the Administrative Agent
does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee
of or for any Lender other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default has occurred
and is continuing, and each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach
of fiduciary duty by the Administrative Agent in connection with this Agreement, any other Loan Document and/or the transactions contemplated
hereby or thereby; and (ii) nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any
Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account.
The Administrative Agent (i) may
treat the payee of any Note as its holder until such promissory note has been assigned in accordance with Section 10.06 and
(ii) may rely on the Register to the extent set forth in Section 10.06(c). Notwithstanding anything herein to the contrary,
the Administrative Agent shall not have any Liability arising from, or be responsible for any loss, cost or expense suffered by any Person
on account of, any determination that any Lender is a Defaulting Lender, or the effective date of such status, it being further understood
and agreed that the Administrative Agent shall not have any obligation to determine whether any Lender is a Defaulting Lender.
9.04 Reliance
by Administrative Agent.
The Administrative Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely
upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be
fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless
the Administrative Agent shall have received notice to the contrary from such Lender sufficiently in advance of the making of such Loan.
The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.
9.05 Delegation
of Duties.
The Administrative Agent may
perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one
or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court
of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence
or willful misconduct in the selection of such sub-agents.
9.06 Resignation
of Administrative Agent.
(a) The
Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall
have been appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative
Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective
Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor
Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative
Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with
such notice on the Resignation Effective Date.
(b) If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the
Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person
as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the
Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance
with such notice on the Removal Effective Date.
(c) With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any expense
reimbursement, indemnity payments or other amounts owed to the retiring or removed Administrative Agent for its own account, all payments,
communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender
directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance
of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than as provided in Section 3.01(g) and
other than any rights to expense reimbursement, indemnity payments or other amounts owed to the retiring or removed Administrative Agent
for its own account), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan
Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring
or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be
taken by any of them (A) while the retiring Administrative Agent was acting as Administrative Agent and (B) after such resignation
or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect
of any actions taken in connection with transferring the agency to any successor Administrative Agent.
9.07 Non-Reliance
on Administrative Agent, the Arrangers and the Other Lenders.
Each Lender expressly acknowledges
that none of the Administrative Agent or any Arranger has made any representation or warranty to it, and that no act by the Administrative
Agent or any Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower
of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Arranger to
any Lender as to any matter, including whether the Administrative Agent or any Arranger have disclosed material information in their (or
their Related Parties’) possession. Each Lender represents to the Administrative Agent and each Arranger that it has, independently
and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects,
operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank
or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition
and creditworthiness of the Borrower. Each Lender represents and warrants that (a) the Loan Documents set forth the terms of a commercial
lending facility and (b) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into
this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein
as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument,
and each Lender agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities
Laws. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans
and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion
in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making,
acquiring or holding such commercial loans or providing such other facilities. Each Lender, by becoming a party to this Agreement, including
by delivering its signature page to an Assignment and Assumption pursuant to which it shall become a Lender hereunder, shall be deemed
to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to,
or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date.
9.08 No
Other Duties; Etc.
Anything herein to the contrary
notwithstanding, none of the Arrangers, the Syndication Agent or the Co-Documentation Agents shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender
hereunder and its rights in respect of expense reimbursement, indemnities and limitation of liability provided for hereunder.
9.09 Administrative
Agent May File Proofs of Claim.
In case of the pendency of
any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:
(a) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders
and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders
and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.09 and 10.04) allowed in such judicial proceeding; and
(b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections
2.09 and 10.04.
Nothing contained herein shall
be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to
vote in respect of the claim of any Lender in any such proceeding.
9.10 Certain
ERISA Matters.
(a) Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:
(i) such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments
or this Agreement,
(ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Commitments and this Agreement,
(iii) (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of
Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of
PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Commitments and this Agreement, or
(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.
(b) In
addition, unless either (i) sub-clause (i) in the immediately preceding clause (a) is true with respect to
a Lender or (ii) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in
the immediately preceding clause (a), such Lender further (A) represents and warrants, as of the date such Person became a
Lender party hereto, to, and (B) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of
the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
hereto or thereto).
9.11 Recovery
of Erroneous Payments. (a) Each Lender hereby agrees that (i) if the Administrative Agent notifies such Lender that
the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent
or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively,
a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return
of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter (or such later
date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any
such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the
extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof)
was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect,
and (ii) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent,
any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative
Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or
any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 9.11 shall be conclusive, absent
manifest error.
(b) Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (i) that is
in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any
of its Affiliates) with respect to such Payment (a “Payment Notice”) or (ii) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but
in no event later than one Business Day thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify
in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made
in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each
day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the
Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation from time to time in effect.
(c) The
Borrower hereby agrees that (i) in the event an erroneous Payment (or portion thereof) is not recovered from any Lender that has
received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender
with respect to such amount and (ii) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations
owed by the Borrower.
(d) Each
party’s obligations under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent
or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations under any Loan Document.
9.12 Posting
of Communications. (a) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications
available to the Lenders by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform
chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).
(b) Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees that the distribution of material
through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the
representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and
other risks associated with such distribution. Each of the Lenders and the Borrower hereby approves distribution of the Communications
through the Approved Electronic Platform and understands and assumes the risks of such distribution.
(c) THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY
SYNDICATION AGENT, ANY CO-DOCUMENTATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)
HAVE ANY LIABILITY TO ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.
(d) Each
Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic
Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees
(i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such
Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice
may be sent to such email address.
(e) Each
of the Lenders and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable Law) shall not
be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally
applicable document retention procedures and policies.
(f) Nothing
herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan
Document in any other manner specified in such Loan Document.
Article X
MISCELLANEOUS
10.01 Amendments,
Etc.
Subject to Section 3.03(b),
no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower
therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative
Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall:
(a) extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) (including any
extension as a result of any amendment or waiver of the definition of the term “Commitment Termination Date”) without the
written consent of such Lender;
(b) postpone
any scheduled date fixed by this Agreement or any other Loan Document for any payment of principal, interest or fees due to the Lenders
(or any of them) without the written consent of each Lender directly affected thereby;
(c) reduce
the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (ii) of the second proviso to
this Section 10.01) any fees payable hereunder or under any other Loan Document without the written consent of each Lender
directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend
the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(d) change
Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby or change Section 8.03,
in each case, without the written consent of each Lender; and
(e) change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number
or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender;
provided,
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition
to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;
and (ii) each of the Administrative Agent Fee Letter and the Arranger Fee Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its
terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than
Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended or the maturity of
any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its
Loans may not be forgiven, in each case without the consent of such Defaulting Lender, (y) any waiver, amendment, consent or modification
requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to
other affected Lenders shall require the consent of such Defaulting Lender and (z) Section 2.13 and Section 8.03
may not be changed in a manner that would alter the pro rata sharing of payments required thereby, in each case without the consent of
such Lender.
Notwithstanding any provision
herein to the contrary, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical
error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then
the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission,
mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other
party to this Agreement.
10.02 Notices;
Effectiveness; Electronic Communication.
(a) Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by e-mail as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i) if
to the Borrower, to the address, e-mail address or telephone number specified for the Borrower on Schedule 10.02;
(ii) if
to the Administrative Agent from the Borrower, to JPMorgan Chase Bank, N.A., at the address, e-mail address or telephone number separately
provided by the Administrative Agent to the Borrower;
(iii) if
to the Administrative Agent from any Lender, to the address, e-mail address or telephone number specified for the Administrative Agent
on Schedule 10.02; and
(iv) if
to any Lender, to the address, e-mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate,
notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices
that may contain material non-public information relating to the Borrower or its securities).
Notices and other communications sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices and
other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be
effective as provided in such subsection (b).
(b) Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished, in addition to e-mail, by
other electronic communication (including by using Approved Electronic Platform) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has
notified the Administrative Agent that it is incapable of receiving notices under such Article by such electronic communication.
The Administrative Agent or the Borrower may, in its discretion and in addition to email, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.
Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Approved Electronic Platform shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor; provided that, for both
clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of
the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient.
(c) Change
of Address, Etc. Each of the Borrower and the Administrative Agent may change its address or telephone number for notices and other
communications hereunder by notice to the other parties hereto. Each Lender may change its address or telephone number for notices and
other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number
and e-mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore,
each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender
or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal
and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Approved Electronic Platform and that may contain material non-public information with respect to the Borrower or its securities
for purposes of United States Federal or state securities laws.
(d) Reliance
by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including
telephonic notices and Loan Notices,) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in
a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent,
each Arranger, the Syndication Agent, each Co-Documentation Agent, each Lender and each Related Party of each of them from all Liabilities
resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to
and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording.
10.03 No
Waiver; Cumulative Remedies; Enforcement.
No failure by any Lender or
the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or
under any Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.
Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other
Loan Documents against the Consolidated Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02
for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)
hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.08
(subject to the terms of Section 2.13) or (c) any Lender from filing proofs of claim or appearing and filing pleadings
on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; provided, further,
that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the
Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in
addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.13,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required
Lenders.
10.04 Expenses;
Indemnity; Limitation of liability.
(a) Costs
and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arrangers
and their respective Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and
the Arrangers), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket
expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative
Agent or any Lender), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender,
in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans.
(b) Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender and
each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all Liabilities and related expenses (including the fees, charges and disbursements of any counsel
for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party (including the Seller or the Acquired
Company) or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or thereby (including the Indemnitee’s reliance on any
Loan Document or Communication executed using an Electronic Signature or in the form of an Electronic Record), the performance by the
parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby
or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement
and the other Loan Documents, (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by
a third party (including the Seller or the Acquired Company) or by the Borrower, and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available (A) to the extent that such Liabilities or related
expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower against such Indemnitee for
material breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained
a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction and (B) with respect
to a dispute among two or more Indemnitees which does not arise as a result of the action or inaction of the Borrower (other than any
claim against the Administrative Agent, any Arranger, the Syndication Agent, any Co-Documentation Agent or any other titled person in
its capacity as, or in fulfilling its role as, such). Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c) Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clauses (a) or
(b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related
Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount
in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for
the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause
(c) are subject to the provisions of Section 2.12(c).
(d) Payments.
All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(e) Limitation
of Liability. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and hereby waives, and acknowledges
that no other Person shall have, any Liabilities against any Lender-Related Person, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,
any Loan or the use of the proceeds thereof. No Lender-Related Person shall be liable for any Liabilities, on any theory of liability,
arising from the use by others of any information or other materials (including personal data) distributed through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby, other than, in the case of any Lender-Related Person, for direct or actual damages resulting from the
gross negligence or willful misconduct of such Lender-Related Person as determined by a final and nonappealable judgment of a court of
competent jurisdiction. Nothing contained in this Section 10.04(e) shall be deemed to restrict the Borrower’s right
to pursue any and all legal remedies available to the Borrower for breach of any representation, covenant, warranty or other agreement
set forth in any Loan Document.
(f) Survival.
The agreements in this Section and the indemnity provisions of Section 10.02(d) shall survive the resignation of
the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction
or discharge of all the other Obligations.
10.05 Payments
Set Aside.
To the extent that any payment
by or on behalf of the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises
its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in
its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each
Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate
per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of
the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
10.06 Successors
and Assigns.
(a) Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection
(b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this
Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of
this Section, or (iv) to an SPC in accordance with the provisions of subsection (g) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Arrangers,
the Syndication Agent, the Co-Documentation Agents and the Related Parties of each of the Administrative Agent, any Arranger, the Syndication
Agent, any Co-Documentation Agent and any Lender) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be
subject to the following conditions:
(i) Minimum
Amounts.
(A) in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to
it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the
amount specified in clause (b)(i)(B) of this Section 10.06 in the aggregate or in the case of an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B) in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitments or the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment
and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, solely after the
Funding Date so long as no Event of Default has occurred and is continuing at the time of such assignment, the Borrower otherwise consents
(each such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that concurrent assignments
to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount
has been met; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall
object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof.
(ii) Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Loans and/or the Commitment assigned.
(iii) Required
Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this
Section and, in addition:
(A) the
consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) solely
after the Funding Date, an Event of Default has occurred and is continuing at the time of such assignment, (2) such assignment is
to a Lender, an Affiliate of a Lender or an Approved Fund or (3) such assignment is to a lender under any Existing Credit Agreement
(other than any “Defaulting Lender” (or any term of similar import) under such Existing Credit Agreement as of the date of
such assignment); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto
by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and
(B) the
consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment
if such assignment is to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund.
(iv) Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent
may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v) No
Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of its Subsidiaries or other Affiliates,
(B) to any Defaulting Lender or any of its Subsidiaries, or any Person that, upon becoming a Lender hereunder, would constitute any
of the foregoing Persons described in this clause (B) or (C) to a natural Person (or a holding company, investment vehicle
or trust for, or owned and operated for the primary benefit of a natural Person).
(vi) Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and
interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable
Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder
shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest
shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date
of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a
Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been
a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of
this Section.
(c) Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax
purposes), shall maintain at one of its offices located in the United States records of each Assignment and Assumption delivered to it
(or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding
the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by
the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d) Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any
Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of a natural Person, a Defaulting Lender or the Borrower or any of its Subsidiaries or other Affiliates) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01
that directly affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.13 as though it were a Lender. For the avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 10.04(c) without regard to the existence of any participation. Each Lender that sells
a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information
relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except
to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(e) Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as
though it were a Lender.
(f) Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.
(g) Special
Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative
Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment
by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of
such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such
payment to the Administrative Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (i) neither
the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the
obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitments of the Granting Lender to
the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment
in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the
United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (A) with notice to, but
without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (unless
waived by the Administrative Agent), assign all or any portion of its right to receive payment with respect to any Loan to the Granting
Lender and (B) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency,
commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.
(h) Voting
Participants. Notwithstanding anything in this Section 10.06 to the contrary, any Farm Credit Lender that (i) has
purchased a participation from any Lender that is a Farm Credit Lender (a “Voting Participation Seller”) on or after
the Closing Date, (ii) is consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed) and
(iii) is designated by the Voting Participation Seller, by delivery to the Administrative Agent of a notice substantially the form
of Exhibit I (a “Voting Participant Notification”), as being entitled to be accorded the rights of a voting participant
hereunder (any Farm Credit Lender so designated being called a “Voting Participant”), shall be entitled to vote (and
the voting rights of the Voting Participation Seller shall be correspondingly reduced), on a Dollar for Dollar basis, as if such Voting
Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any
proposed action, in each case, in lieu of the vote of the Voting Participation Seller; provided, however, no Voting
Participant shall have any voting rights under this Section 10.06 if the applicable Voting Participation Seller is no longer
a Lender under this Agreement or is a Defaulting Lender. To be effective, each Voting Participant Notification shall, with respect to
any Voting Participant, (A) state the full name of such Voting Participant, (B) state the dollar amount of the participation
purchased (and corresponding applicable percentage of the Aggregate Commitments or Loans outstanding hereunder, as applicable) and (C) include
such other information as may be reasonably required by the Administrative Agent. The Voting Participation Seller shall notify the Administrative
Agent and the Borrower of any termination of, or reduction or increase in the amount of, such participation and shall promptly upon request
of the Administrative Agent update or confirm there has been no change in the information set forth in Schedule 10.06 or delivered in
connection with any Voting Participant Notification. The Borrower and the Administrative Agent shall be entitled to conclusively rely
on information provided by a Lender identifying itself or its participant as a Farm Credit Lender without verification thereof and may
also conclusively rely on the information delivered in connection with any Voting Participant Notification or otherwise furnished pursuant
to this Section 10.06(h) and, unless and until notified thereof in writing by the Voting Participation Seller and acknowledged
by the Administrative Agent (such acknowledgment not to be unreasonably withheld or delayed), may assume that there have been no changes
in the identity of Voting Participants, the Dollar amount of participations (and corresponding applicable percentage of the Aggregate
Commitments or Loans outstanding hereunder, as applicable), or any other information furnished to the Borrower or the Administrative Agent
pursuant to this Section 10.06(h). Neither the Administrative Agent nor any of its Related Parties shall be responsible or
have any liability for, or have any duty to ascertain, inquire into or monitor, as to whether any Voting Participation Seller or Voting
Participant is a Farm Credit Lender. The voting rights hereunder are solely for the benefit of the Voting Participants and shall not inure
to any assignee or participant of a Voting Participant (except to the extent of a sale of a participation otherwise in compliance with
the terms of this Section 10.06(h)).
10.07 Treatment
of Certain Information; Confidentiality.
Each of the Administrative
Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the
extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including
any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable
Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise
of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document
or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or
other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder,
(g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit
facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance,
publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with
the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a
breach of this Section, (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower or (z) is independently discovered or developed by a party hereto without
utilizing any Information received from the Borrower or violating the terms of this Section. In addition, the Administrative Agent and
the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service
providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration
of this Agreement, the other Loan Documents, and the Commitments.
For purposes of this Section,
“Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary
or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on
a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary; provided that, in the case of information received
from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information
as such Person would accord to its own confidential information.
Each of the Administrative
Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Borrower or
a Subsidiary, or any of their respective securities, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including United States
Federal and state securities Laws.
10.08 Right
of Setoff.
If an Event of Default shall
have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender
or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether
or not such Lender or their respective Affiliates shall have made any demand under this Agreement or any other Loan Document and although
such obligations of the Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different
from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any
Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative
Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and
(y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective
Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application;
provided that the failure to give such notice shall not affect the validity of such setoff and application.
10.09 Interest
Rate Limitation.
Notwithstanding anything to
the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum
rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any
Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,
or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law,
(a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the contemplated term of the Obligations hereunder.
10.10 Integration;
Effectiveness.
This Agreement, the other
Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof (but do not supersede any provisions of any commitment letter or any fee letter entered into in
connection with the credit facility established hereby that do not by the terms of such documents terminate upon the effectiveness of
this Agreement, all of which provisions shall remain in full force and effect). Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns.
10.11 Survival.
All covenants, agreements,
representations and warranties made by the Borrower hereunder and in any other Loan Document or other document delivered pursuant hereto
or thereto or in connection herewith or therewith shall be considered to have been relied upon by the other parties hereto and shall survive
the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other Obligation (other than contingent obligations for which no claim or demand
has been made) is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.16,
3.01, 3.04, 3.05, 10.02(d) and 10.04, this Section 10.11 and Article IX (and any other provision hereof that by the terms
thereof is expressed so to survive) shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the termination of the Commitments or the termination of this Agreement or any provision
hereof.
10.12 Severability.
If any provision of this Agreement
or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties
shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision
in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the
foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement
relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such
provisions shall be deemed to be in effect only to the extent not so limited.
10.13 Replacement
of Lenders.
If the Borrower is entitled
to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06),
all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations
under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that:
(a) the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b);
(b) such
Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts);
(c) in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made
pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;
(d) such
assignment does not conflict with applicable Laws; and
(e) in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the
applicable amendment, waiver or consent.
A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.
Each party hereto agrees that
(i) an assignment required pursuant to this Section 10.13 may be effected pursuant to an Assignment and Assumption executed
by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party
thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided
that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents
necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further that any such
documents shall be without recourse to or warranty by the parties thereto.
10.14 Governing
Law; Jurisdiction; Etc.
(a) GOVERNING
LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT
OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT,
AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT (A) THE INTERPRETATION OF THE DEFINITION OF “COMPANY
MATERIAL ADVERSE EFFECT” (AND WHETHER OR NOT A “COMPANY MATERIAL ADVERSE EFFECT” HAS OCCURRED OR WOULD BE REASONABLY
EXPECTED TO OCCUR), (B) THE DETERMINATION OF THE ACCURACY OF ANY ACQUISITION DOCUMENTS REPRESENTATIONS AND WHETHER AS A RESULT OF
ANY BREACH OF ANY ACQUISITION DOCUMENTS REPRESENTATION THE BORROWER OR ANY OF ITS AFFILIATES HAS THE RIGHT (TAKING INTO ACCOUNT ANY APPLICABLE
CURE PROVISIONS) TO DECLINE TO CONSUMMATE THE ACQUISITION OR TO TERMINATE ITS OBLIGATIONS UNDER THE ACQUISITION DOCUMENTS AND (C) THE
DETERMINATION OF WHETHER THE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE ACQUISITION DOCUMENTS SHALL, IN
EACH CASE, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT
OF LAWS THEREOF.
(b) SUBMISSION
TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING
OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY
LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING
HERETO OR THERETO, IN ANY FORUM OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE
BOROUGH OF MANHATTAN (OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH
OF MANHATTAN), AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c) WAIVER
OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.
(d) SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
10.15 Waiver
of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.16 USA
PATRIOT Act Notice.
Each Lender that is subject
to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT
Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify
the Borrower in accordance with the PATRIOT Act and the Beneficial Ownership Regulation. The Borrower shall, promptly following a request
by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender
requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.
10.17 No
Advisory or Fiduciary Responsibility.
In connection with all aspects
of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates understanding, that: (a)(i) the arranging and
other services regarding this Agreement provided by the Administrative Agent, the Lenders and the Arrangers are arm’s-length commercial
transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Lenders and the Arrangers, on
the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Lender and each Arranger
is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not,
and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees
or any other Person and (ii) neither the Administrative Agent nor any Lender or Arranger has any obligation to the Borrower or any
of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the
other Loan Documents; and (c) the Administrative Agent, the Lenders and the Arrangers and their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative
Agent nor any Lender or Arranger has any obligation to disclose such interests to the Borrower or its Affiliates. To the fullest extent
permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent or any Lender or
Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby.
10.18 Counterparts;
Electronic Execution; Electronic Records.
This Agreement and each other
Loan Document may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Agreement, any other Loan Document and/or any document, amendment, approval, consent, information, notice (including,
for the avoidance of doubt, any notice delivered pursuant to Section 10.02), certificate, request, statement, disclosure
or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an
“Ancillary Document”) that is an Electronic Signature transmitted by emailed pdf. or any other electronic means that
reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this
Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution”, “signed”,
“signature”, “delivery”, and words of like import in or relating to this Agreement, any other Loan Document and/or
any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including
deliveries by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of
a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to
accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided,
further, that, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept any Electronic
Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by
or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such
Electronic Signature and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly
followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (i) agrees that,
for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation
among the Administrative Agent, the Lenders and the Borrower, Electronic Signatures transmitted by emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan
Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) agrees
that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan
Document and/or any Ancillary Document in the form of an imaged Electronic Record in any format, which shall be deemed created in the
ordinary course of such Person’s business, and destroy the original paper document (and all such Electronic Records shall be considered
an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any
argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any
Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary
Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related
Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic
Signatures and/or transmissions by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature
page, including any Liabilities arising as a result of the failure of the Borrower to use any available security measures in connection
with the execution, delivery or transmission of any Electronic Signature.
10.19 Acknowledgment
and Consent to Bail-In of Affected Financial Institutions.
Solely to the extent any Lender
that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document
or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject
to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees
to be bound by:
(a) the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an Affected Financial Institution; and
(b) the
effects of any Bail-In Action on any such liability, including, if applicable:
(i) a
reduction in full or in part or cancellation of any such liability;
(ii) a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or
(iii) the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.
10.20 Acknowledgement
Regarding Any Supported QFCs.
To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC
(such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge
and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance
Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the
State of New York and/or of the United States or any other state of the United States): in the event a Covered Entity that is party to
a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the
transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported
QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered
Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported
QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States
or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any
QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default
Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws
of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and
remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a
Supported QFC or any QFC Credit Support.
[Signature Pages Follow.]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
|
SONOCO PRODUCTS COMPANY, |
|
|
|
by |
|
|
|
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/s/ W. Patrick Youngblood |
|
|
Name: W. Patrick Youngblood |
|
|
Title: Vice President, Global Treasurer |
[Signature Page to Sonoco
Products Company 364-Day Term Credit Agreement]
|
JPMORGAN CHASE BANK, N.A., as a Lender and as the Administrative Agent |
|
|
|
by |
|
|
|
|
/s/ Will Price |
|
|
Name: Will Price |
|
|
Title: Executive Director |
[Signature Page to Sonoco
Products Company 364-Day Term Credit Agreement]
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Name of Lender: Morgan
stanley bank, n.a. |
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by |
|
|
|
|
/s/ Mrinalini MacDonough |
|
|
Name: Mrinalini MacDonough |
|
|
Title: Authorized Signatory |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Goldman Sachs Bank USA, |
|
|
|
by |
|
|
|
|
/s/ Dana Siconolfi |
|
|
Name: Dana Siconolfi |
|
|
Title: Authorized Signatory |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
royal bank of canada |
|
|
|
by |
|
|
|
|
/s/ Sean Hakimi |
|
|
Name: Sean Hakimi |
|
|
Title: Authorized Signatory |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Name of Lender: bank of
america, n.a.
|
|
by |
|
|
|
|
/s/ Erron Powers |
|
|
Name: Erron Powers |
|
|
Title: Director |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
WELLS FARGO BANK, NATIONAL ASSOCIATION |
|
|
|
by |
|
|
|
|
/s/ Andrew Payne |
|
|
Name: Andrew Payne |
|
|
Title: Managing Director |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Name of Lender: td bank n.a. |
|
|
|
by |
|
|
|
|
/s/ M. Bernadette Collins |
|
|
Name: Bernadette Collins |
|
|
Title: Senior Vice President |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Name of Lender: U.s. bank
national association
|
|
by |
|
|
|
|
/s/ Edward B. Hanson |
|
|
Name: Edward B. Hanson |
|
|
Title: Senior Vice President |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
BANCO
BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a lender |
|
by |
|
|
/s/ Cara Younger |
|
|
Name: Cara Younger |
|
|
Title: Managing Director |
|
|
|
by |
|
|
/s/ Armen Semizian |
|
|
Name: Armen Semizian |
|
|
Title: Managing Director |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Name of Lender: BNP PARIBAS |
|
|
|
by |
|
|
|
|
/s/ Rick Pace |
|
|
Name: Rick Pace |
|
|
Title: Managing Director |
|
|
|
by |
|
|
|
|
/s/ Michael Lefkowitz |
|
|
Name: Michael Lefkowitz |
|
|
Title: Director |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Name of Lender: CRÉDIT
AGRICOLE CORPORATE AND INVESTMENT BANK
|
|
by |
|
|
|
|
/s/ Daniel Altieri |
|
|
Name: Daniel Altieri |
|
|
Title: Director |
|
|
|
by |
|
|
|
|
/s/ Paul Arens |
|
|
Name: Paul Arens |
|
|
Title: Director |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
COOPERATIEVE RABOBANK U.A., NEW
YORK BRANCH |
|
by |
|
|
|
|
/s/ Michael Lahaie |
|
|
Name: Michael Lahaie |
|
|
Title: Managing Director |
|
|
|
by |
|
|
|
|
/s/ Vinicius S. Araujo |
|
|
Name: Vinicius Araujo |
|
|
Title: Vice President |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
|
|
by |
|
|
|
|
/s/ Marko Lukin |
|
|
Name: Marko Lukin |
|
|
Title: Vice President |
|
|
|
by |
|
|
|
|
/s/ Alison Lugo |
|
|
Name: Alison Lugo |
|
|
Title: Vice President |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
MUFG BANK, LTD.: |
|
|
|
by |
|
|
|
|
/s/ Wolfgang Arbaczewski |
|
|
Name: Wolfgang Arbaczewski |
|
|
Title: Authorized Signatory |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Name of Lender: truist bank |
|
|
|
by |
|
|
|
|
/s/ Jason Hembree |
|
|
Name: Jason Hembree |
|
|
Title: Director |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Name of Lender:
ING BANK N.v., dublin branch
|
|
by |
|
|
|
|
/s/ Robert O’Donoghue |
|
|
Name: Robert O’Donoghue |
|
|
Title: Managing Director |
|
|
|
by |
|
|
|
|
/s/ Sean Hassett |
|
|
Name: Sean Hassett |
|
|
Title: Director |
|
LENDER SIGNATURE PAGE TO SONOCO PRODUCTS COMPANY 364-DAY TERM CREDIT AGREEMENT |
|
Name of Lender: regions bank |
|
|
|
by |
|
|
|
|
/s/ Sankar R. Nair |
|
|
Name: Sankar R. Nair |
|
|
Title: Vice President |
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